Private limited liability company (SPRL/BVBA)
Description of the private limited liability company (SPRL/BVBA)
The private limited liability company (société privée à responsabilité limitée/besloten vennootschap met beperkte aansprakelijkheid) is formed by one or more people whose commitment is limited to their contribution. The rights of partners are only transferable under certain conditions.
Given the limited liability of the partners, the SPRL/BVBA also shares some of the features of a stock company. It can issues shares and bonds, which are registered. However, it cannot issue profit-sharing certificates (parts beneficiaries/winstbewijzen).
It is the only type of company that can be set up by a single individual.
- The SPRL/BVBA is in principle incorporated for an unlimited duration, although the articles of association may limit its duration.
- The articles of association must be written in the form of an acte constitutif/oprichtingsakte (articles of incorporation) before a notary.
- The partners can make commitments on behalf of the company, once the articles of incorporation have been signed.
- The founders have special liability.
Articles of incorporation
The articles of incorporation of an SPRL/BVBA must include the following information:
- The legal form, corporate name, registered office, purpose and duration of the company
- The identity of the founders and partners
- The capital and paid-up capital
- The number and nominal value of the shares and any share transfer conditions
- The start and end date of the accounting year
- Details of the general meeting and how often they take place
- The appointment of auditors
- Management: the appointment and method of appointment of the manager(s).
The capital must be fully subscribed at the time the company is incorporated, to the amount of €18,550. This means that the partners pledge in writing to make €18,550 available to the company being founded.
Each share subscribed in cash must be at least one-fifth paid up. Shares corresponding to contributions in kind must be fully subscribed at the time of the incorporation. Of the total capital, a minimum of €6,200 must be paid up in the account of the SPRL/BVBA.
The director of an SPRL/BVBA is known as a manager (gérant/zaakvoerder). A distinction is made between a statutory manager (gérant statutaire/statutair zaakvoerder) and a non-statutory manager(gérant non-statutaire/niet-statutaire zaakvoerder).
As the name suggests, a statutory manager is a manager appointed in the articles of association (statuts/statuten). In principle, such managers can only be dismissed by a decision of the partners or for compelling reasons. However, the articles of association may specify alternative arrangements.
A non-statutory manager is a manager appointed by the general meeting based on a simple majority. In principle, such managers may be dismissed by the general meeting based on a simple majority of votes. However, the articles of association may specify alternative arrangements.
The SPRL/BVBA is the only type of company that can be set up by a single individual. Where the company only has one partner, i.e. the founder, the latter is the only person liable for all commitments incurred.
Legal and administrative obligations
The SPRL/BVBA is a full legal entity, so the following rules apply:
- A financial plan must be drawn up.
- In the case of cash contributions: a special account must be opened in the company’s name during the set-up phase.
- In the case of contributions in kind: an auditor’s report is required.
A copy of the articles of incorporation must be filed at the registry within 15 days of the final articles of incorporation being drawn up. The registrar then arranges publication in the Belgian Official Gazette.
All companies must enrol on the register of legal entities kept at the commercial court registry. The registry will assign the company an enterprise number.
Once they have enrolled on the register of legal entities, companies wishing to engage in commercial activities must register as traders at the Crossroads Bank for Enterprises (Banque-Carrefour des Entreprises/Kruispuntbank van Ondernemingen) via a business counter (one-stop shop for businesses) (French-Dutch).