Key takeaways
- Since the Code des sociétés et des associations (CSA), in force since 2019, the SRL issues shares held by shareholders, exactly like the SA: 'unit' and 'member' are the former SPRL terminology.
- The share register lists the identity of each shareholder, the number of shares held, and the dated history of transfers (art. 5:24 and 5:25 CSA).
- It can be kept in electronic form, provided it stays accessible to the people entitled to consult it.
- Every shareholder has a full right to consult the register for their category of titles, a right the bylaws cannot restrict.
- A share transfer is enforceable against the company and third parties only once it is entered in the register, not before (art. 5:61 CSA).
A manager of an SRL looking for a "unit register" template for their "members" is actually after a document that no longer exists under that name in Belgian law. Since the Code des sociétés et des associations (CSA) came into force in 2019, the SRL has used the same vocabulary as the société anonyme: it issues shares, held by shareholders (art. 5:1 CSA). The register the law requires it to keep is therefore called the share register, not a unit register. This guide covers its mandatory content, the rules for keeping and consulting it, and how it relates to the UBO register.
Since the CSA, the SRL has shares and shareholders, not units and members
Before 2019, the SPRL (private limited liability company) was owned by members, holders of units. The CSA removed this terminology distinction between company forms: article 5:1 CSA now defines the SRL as a company whose shareholders are liable only up to their contribution. The titles it issues are shares, just like the SA.
The share register is not unique to the SRL: the CSA imposes a comparable obligation, with similar content rules, on the SA and on any company issuing registered titles (bonds, certificates, subscription rights). For the SRL, the legal reference is article 5:24 CSA; for the SA, the same obligation is set out in article 7:28 CSA.
Mandatory content of the share register
The share register must make it possible to identify, at any time, who holds what in the company. Article 5:25 CSA sets out the mandatory entries for each shareholder.
Entries to include
Identity of each shareholder
Full name and address for an individual; company name and registered office for a legal entity.
Number of shares held by each shareholder
Updated with every movement.
Amounts paid up on each share
Where the shares are not fully paid up.
Date and nature of each transfer
Transfer between living persons, transmission on death, or any other operation affecting ownership.
Signatures of the parties to the transfer declaration
The transferor and transferee (or their representatives) sign the declaration entered in the register (art. 5:61 CSA).
This content directly conditions the transfer procedure: it is the entry of the transfer declaration in the share register that makes a transfer enforceable against the company and third parties, not the signature of the transfer document itself.
Electronic record-keeping and where to keep it
The share register must in principle be located at the company's registered office, but the CSA explicitly allows it to be kept in electronic form (art. 5:24 CSA). This flexibility matches a practice already common among managers who delegate administrative management to an accountant or an external provider.
| Paper register | Electronic register | |
|---|---|---|
| Kept at the registered office | ||
| Accessible to people entitled to consult it | ||
| Can be updated instantly | ||
| Risk of physical loss |
Who can consult the register, and why it matters
The right to consult is not open to just anyone, but it is complete for the people concerned. Every shareholder can consult the entire register for their category of titles, including the entries relating to other shareholders of that same category (art. 5:24 CSA). This is a statutory right that the bylaws cannot restrict.
This internal transparency serves a concrete purpose: at an SRL general meeting, it is the share register, not a simple statement from the manager, that determines who has voting rights and for how many shares.
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Enforceability of an unregistered share transfer
The most common practical issue is not a direct criminal penalty, but unenforceability. Article 5:61 CSA provides that the transfer of registered shares is enforceable against the company and third parties only through a transfer declaration, dated and signed by the transferor and the transferee (or their representatives), entered in the register. As long as this entry has not been made, the company keeps treating the transferor as the shareholder: they receive the notices, exercise the voting right and collect dividends, even if the transfer is otherwise valid between the parties. A poorly kept or incomplete register therefore mainly exposes the company to internal disputes over the real capital split, difficult to settle afterwards without a reliable document.
Share register and UBO register: two separate obligations
The share register is often confused with the UBO register (Ultimate Beneficial Owner), even though they are two different, complementary obligations. The share register is an internal document, kept by the company itself, tracking the legal ownership of the titles. The UBO register is an external declaration, filed with the federal administration, identifying the individuals who are the beneficial owners of the company, beyond mere formal shareholding.
A change in the share split, recorded in the register, in practice triggers an update of the UBO register, since the ownership structure upstream of the company may be affected. Keeping the two registers consistent with each other avoids gaps that complicate a later check.
Going further
- SRL general meeting: how the share register determines the voting right
- UBO register in Belgium: the other register to keep up to date alongside it
- Code des sociétés et des associations: the reference text, available via the SPF Économie portal
