Public limited company (SA/NV)
Description of the public limited company (SA/NV)
A public limited company (société anonyme/naamloze vennootschap) is a company in which at least two shareholders are willing to invest capital. In Belgium, SA/NV status is mainly favoured by large enterprises, although it is also popular with SMEs .
Unlike in partnerships (sociétés de personnes/personenvennootschappensuch as the SNC/VOF and the SPRL/BVBA), shareholder personality generally plays a minor role in public limited companies.
An SA/NV cannot be named after any of its partners; instead, it must be given a company name not already in use.
The company is established for an unlimited period, unless agreed otherwise.
Shares in an SA/NV are transferable, meaning that they can be freely transferred. However, this transferability may be limited by means of one of the clauses listed below:
- Approval clause: requires the transfer of shares to be approved by a company body, often the management
- Preemptionclause: requires shareholders wishing to transfer their securities to give the other shareholders the first option to buy
- Inalienability clause: must be limited in time and must be justified by the interests of the company.
- The private limited company is the type of company most frequently used as a control instrument.
- The liability of partners/shareholders is limited to their contribution.
- Bearer shares are transferable.
- Shares are always registered until they are fully paid up.
- The conversion of registered securities to bearer securities must be authorised by the articles of association.
- A notarial deed must be drawn up.
- The ‘family business’ aspect is lost.
- The decision-making process is more unwieldy.
- Accounting obligations are substantial.
- The starting capital required is high.
Capital of at least €61,500 must be fully invested (subscribed) from the time the company is incorporated. Each share corresponding to a cash contribution must be at least one-quarter paid up. In the event of a subsequent capital increase, no notarial deed is required if the articles of association contain a clause specifying a higher authorised capital.
Articles of incorporation
An official deed (acte authentique/authentieke akte) drawn up before a notary is required for the incorporation of an SA/NV.
In principle, there must always be three directors. However, where the company is incorporated by two founders or has no more than two shareholders, the board of directors may be limited to two members.
There must be at least two partners. Two spouses may incorporate an SA/NV provided the memorandum of association does not conflict with the matrimonial regime.
Legal and administrative obligations
The SA/NV 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).