Articles of Association of a Belgian SRL: Mandatory Content and Drafting

Key takeaways

• Articles 2:5, 2:8 and 5:12 of the Code des sociétés et des associations together require the mandatory mentions in the text of an SRL's articles of association: the company name, the corporate object and the governing body rules chief among them.
• The SRL has had no legal minimum capital since the CSA (1 May 2019), but the articles must describe the contributions and rely on a financial plan justifying sufficient own resources.
• Beyond the legal baseline, optional clauses (pre-emption rights, adjusting the legal approval requirement, reinforced quorum) determine the real balance between shareholders.
• The articles are received by a notary in an authentic deed, a condition of the SRL's validity, before filing at the registry and publication in the Belgian Official Gazette.
• A poorly drafted clause usually does not block incorporation, but it becomes the most frequent source of disputes between shareholders once the company is active.

Every Belgian SRL rests on the same founding document: its articles of association. The articles of association of a Belgian SRL set, from incorporation, the rules between shareholders for the entire life of the company, from the distribution of management power to a shareholder's exit. The Code des sociétés et des associations (CSA) imposes a set of mandatory mentions, but also leaves wide contractual room that many founders underuse, simply because they do not know what can be negotiated. This article details what the law requires, what remains optional but advisable, and how drafting fits with the notary's role.

The legal baseline: the mandatory mentions of articles 2:5, 2:8 and 5:12 CSA

The text of an SRL's articles falls under several combined provisions of the CSA: article 2:5, §1 determines which mentions of the incorporation deed must appear in the text of the articles itself, article 2:8, §2 lists the content of the incorporation deed, and article 5:12, specific to the SRL, adds the number of shares and the governing body rules. This baseline is mandatory: its absence exposes the deed to the business court registry refusing the filing, or even to an action for the company's nullity.

Mentions that must appear in an SRL's articles of association

• Company name

  The company's name, to be checked beforehand with the Crossroads Bank for Enterprises (CBE) to rule out any risk of confusion (art. 2:8 §2 CSA).

• Registered office

  The region where the company is domiciled, which determines in particular the language of legal publications and the competent business court (art. 2:8 §2 CSA).

• Corporate object

  A description of the activities the company intends to carry out, drafted broadly enough to cover foreseeable developments in the activity (art. 2:8 §2 CSA).

• Duration of the company

  Unlimited by default, or for a fixed term if the founders expressly wish it (art. 2:8 §2 CSA).

• Dates of the financial year

  The start and end of the company's annual accounting period (art. 2:8 §2 CSA).

• Rules on profit distribution and liquidation surplus

  The arrangements for distributing profits between shareholders and for sharing the net assets in the event of dissolution (art. 2:8 §2 CSA).

• Number and value of the shares

  The total number of shares issued and, if the articles provide for it, their nominal value or accounting par value (art. 5:12 CSA, a provision specific to the SRL).

• Governing body rules

  The method of appointing directors and their powers of representation (art. 5:12 CSA).

• General meeting rules

  The arrangements for convening meetings, and the quorum and majority rules applicable to the shareholders' collective decisions (art. 2:8 §2 CSA).

Capital and contributions: what changed under the CSA

Since the CSA entered into force on 1 May 2019, the SRL no longer has a legal minimum capital. This removal, which replaced the former SPRL and its minimum capital, does not exempt founders from justifying the company's start-up resources.

The articles must precisely describe the contributions made: cash paid into a bank account opened in the name of the company being formed, or a contribution in kind valued under the applicable rules. A contribution in kind to an SRL follows a specific valuation procedure that must be completed before the incorporation deed is signed.

The optional clauses that make the difference between shareholders

The legal baseline does not settle everything. A large part of an SRL's real functioning, particularly with several shareholders, depends on clauses that the CSA allows without imposing.

	Optional clause	What it governs	Legal default if absent
Pre-emption right	Priority for existing shareholders when shares are transferred	No priority mechanism
Relaxing the approval requirement	Reduce or remove the legal approval requirement for certain transfers (e.g. to a third party outside the family)	Approval mandatory by default: consent of shareholders holding at least three-quarters of the shares (art. 5:63 CSA), except for a transfer to a shareholder, spouse, or direct-line relative
Multiple voting rights	Weighting of voting power independently of the number of shares	One share equals one vote (art. 5:42 CSA)
Reinforced quorum	Qualified majority for certain decisions beyond the legal minimum	Legal majorities under art. 5:100 CSA
Collegial governing body	Organise collegial decision-making among several directors	Several directors, each acting alone with full powers, absent a collegial clause (art. 5:70 §1 and 5:73 §1 CSA)

For a multi-shareholder SRL, the legal approval requirement (art. 5:63 CSA) already screens the entry of a third party by default, but the absence of a pre-emption right leaves existing shareholders without priority to buy back shares themselves before they leave the circle of shareholders. The terms of an SRL share transfer explain how these clauses play out in practice during a transaction.

These choices are often combined with a shareholders' agreement, a document separate from the articles that remains confidential between shareholders and can cover points that the public articles do not mention.

From drafting to the notarial deed: the notary's role

The articles of association only take effect once included in an incorporation deed received by a Belgian notary (art. 2:5 CSA). This step is not a mere signing formality.

1. 1

   Drafting the draft articles

   Varies with complexity

   The founders, alone or with the help of a lawyer or a company-formation provider, decide on the optional clauses and draft a proposal.

2. 2

   Review and compliance check by the notary

   A few days

   The notary checks compliance with the CSA, flags any ambiguous or contradictory clauses, and prepares the final incorporation deed.

3. 3

   Verification of the financial plan and contributions

   Before signing

   The notary makes sure the financial plan is attached to the file and that cash contributions have indeed been paid into the account of the company being formed.

4. 4

   Signing of the incorporation deed

   Day of signing

   The founders sign the authentic deed before the notary. The final articles are settled at this stage, but the company does not yet have legal personality.

5. 5

   Filing at the registry and publication in the Belgian Official Gazette

   Within the days following signing

   The notary files the deed at the competent business court registry. It is this filing that gives the company legal personality (art. 2:6 §1 CSA), and it also triggers publication in the annexes of the Belgian Official Gazette and the assignment of the company number at the CBE.

Need help drafting your SRL's articles of association?

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Coordinated articles and later changes

Once the company is incorporated, the articles are not set in stone. Any significant change (corporate object, name, registered office, or governing body rules) requires going back through an extraordinary general meeting and a new notarial deed, as detailed in our article on amending the articles of association of a Belgian SRL.

At each amendment, the notary draws up a coordinated version of the articles, bringing all successive changes together into a single, up-to-date text. This coordinated document, distinct from the amending deed itself, is the reference to consult when in doubt about a clause in force: it avoids having to reconstruct the entire history of amendments to know the rule that currently applies.

Further reading

• Create an SRL in Belgium: steps, costs and timelines: the full incorporation procedure, including the articles of association
• Amending the articles of association of a Belgian SRL: quorum, majorities and formalities for any later change
• Code des sociétés et des associations: the reference text, available via the SPF Économie portal