SRL or SA in Belgium: which legal form to choose for your company?

Key takeaways

• The SRL has no minimum capital requirement; the SA requires at least €61,500 fully paid up at incorporation (Art. 7:4 CAC).
• In an SRL, share transfers require the approval of co-shareholders by default; in an SA they are freely transferable unless the articles of association specify otherwise.
• The SRL can be managed by a sole manager; the SA requires at least a three-member board of directors or a sole director (in certain conditions).
• Both forms are subject to the same corporate income tax rates: 25% standard, 20% on the first €100,000 for qualifying SMEs.
• The SRL is more flexible and better suited to SMEs; the SA is more appropriate for listed companies and large structures.

The choice between SRL and SA in Belgium is one of the first structuring decisions when creating a company. Both forms are capital companies with legal personality, subject to corporate income tax and liable for their debts up to the assets of the company. But they differ substantially in terms of minimum capital, governance and share transferability. This guide compares the two forms on the criteria that matter most at incorporation.

Capital: the decisive difference

The most visible difference is in the minimum capital required at incorporation.

The SRL (société à responsabilité limitée — private limited company) has no imposed minimum capital since the reform by the Companies and Associations Code (CAC) in force since 1 May 2019. This does not mean it can be incorporated without resources: founders must draw up a mandatory financial plan (Art. 5:4 §1 CAC) justifying the adequacy of the initial assets for the planned activity over at least two years. In the event of bankruptcy within three years, they may be held personally liable for all or part of the company debts, in a proportion determined by the court, if the initial assets were manifestly insufficient (Art. 5:16 2° CAC).

The SA (société anonyme — public limited company) retains a minimum statutory capital of €61,500, which must be fully paid up at the time the deed of incorporation is signed. This capital is divided into shares, which may be represented by securities (share certificates). This requirement provides a financial guarantee to creditors from the outset.

Governance: managers in an SRL, board in an SA

The internal governance structures of the two forms are profoundly different.

	SRL	SA
Management body	One or more managers	Board of directors (min. 3) or sole director
Single person possible?	Yes (sole manager-shareholder)	Yes (sole director-SA with 1 shareholder)
Annual report required?	Only if > threshold	Yes, always for listed SAs
Statutory flexibility	Very high	More regulated
Legal body meetings	Flexible	More formal

In an SRL, the articles of association may very freely organise the management: one or more managers, appointed for a fixed or indefinite term, removable under the conditions specified in the articles. The CAC gives great contractual freedom to the founders: the governance can be tailor-made.

In an SA, the standard regime provides for a board of directors of at least three members. The CAC introduces two alternative management regimes: the monistic regime (sole director possible when the SA has a sole shareholder) and the dual regime (executive board + supervisory board, inspired by German governance). This plurality of options makes the SA's governance more formal but also more structured.

Share transfers: a structuring criterion

Share transfer is often the determining factor in choosing between the SRL and the SA.

In an SRL, the transfer of shares to a third party is subject by default to the approval (agrément) of the co-shareholders. Before selling your shares to a person who is not already a shareholder, you must obtain the agreement of your partners. This mechanism protects the shareholder composition of the company: no unwanted person can force their way in.

In an SA, shares are in principle freely transferable. The articles of association may restrict this freedom (pre-emption rights, approval clauses), but in the absence of a clause the shares can be sold to any buyer. This freely transferable nature makes the SA perfectly adapted to investor contexts where easy entry and exit is expected.

	SRL	SA
Transfer to a third party	Approval required by default	Free by default
Contractual restriction possible?	Yes (reinforce default protection)	Yes (restrict free transfer by statute)
Suitable for investor context?	Less so (approval slows entry)	Yes (free transfer appreciated)
Suitable for family company?	Yes (approval protects composition)	Less so without specific clauses

Comparison of advantages and disadvantages

Which form to choose?

The SRL is appropriate for the large majority of SMEs, start-ups, consultants and liberal professionals who wish to incorporate a capital company. Its flexibility, absence of minimum capital and approval mechanism make it the default choice for a controlled structure with limited shareholders.

The SA is recommended in three main situations:

1. Planned or envisaged listing: the SA is mandatory for listed companies.
2. Many investors or shareholders: freely transferable shares facilitate entry and exit.
3. Activities requiring the SA form: financial institutions, insurance companies and some regulated professions.

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Further reading

• SRL financial plan: what it is for and how to draft it: the mandatory document at SRL incorporation, with founder liability stakes.
• Incorporating an SRL in Belgium: steps, costs and timelines: the complete step-by-step guide for creating your SRL from start to registered in the CBE.
• Corporate income tax in Belgium: rates, calculation and SME reduced rate: regardless of the legal form, CIT rules apply identically to SRLs and SAs.