Setting up an SRL (BV) in Belgium: full guide
SRL formation steps: notary, financial plan (evidence, not a shield), 'sufficient' equity and indicative costs. Practical guide + partner lawyer referral.
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Q: How do you set up an SRL in Belgium and how much does it cost?
The SRL (BV in Dutch) is incorporated by notarial deed — entirely online via Fednot (StartMyBusiness) since August 2021. There is no statutory minimum capital, but article 5:3 of the companies code requires equity 'sufficient in light of the planned activity': €1 gets the deed executed, but it is not a safe harbour. A financial plan must be handed to the notary. As an indication, a standard-articles SRL often comes to around €1,000 all-in.
What is an SRL and why choose it?
The SRL (société à responsabilité limitée; BV — besloten vennootschap — in Dutch) is Belgium's most used company form, accounting for around 90% of incorporations. Successor to the former SPRL/BVBA, it was thoroughly modernised by the Code of Companies and Associations (CSA/WVV) in force since 2019: no more minimum capital, wide freedom in drafting the articles, and a single founder suffices (individual or legal entity).
Shareholders' liability is in principle limited to their contribution — with one important caveat this guide covers in detail: founder liability where the starting equity was manifestly insufficient.
How much capital do you really need for an SRL?
The companies code abolished the SRL's minimum capital. Many websites conclude that "€1 is enough". That is strictly true — the notary will execute the deed — but misleading in practice:
- Article 5:3 requires the company to have, at incorporation, equity "sufficient in light of the planned activity".
- That sufficiency is assessed after the fact by a court, typically in bankruptcy — not by the notary at the time of the deed.
- The financial plan must demonstrate that the starting resources match the planned activity.
In other words: the right starting amount is not "the legal minimum" but the amount your financial plan can justify. A few thousand euros may be defensible for a light services activity; a business requiring stock, equipment or staff needs contributions sized accordingly.
How does incorporation work, step by step?
The formalities are identical for the SRL and the SA, and incorporation has been fully digital via Fednot (StartMyBusiness) since 1 August 2021. The steps:
- Choose the form and the articles — an SRL in the vast majority of cases; standard or customised articles.
- Prepare the financial plan — projections over at least 24 months, usually drawn up with an accountant (see next section).
- Open an account in the name of the company in formation — deposit the cash contributions; the bank issues a certificate for the notary. In practice this is the main source of delay.
- Notarial deed — in person or by videoconference through StartMyBusiness; the notary checks the legality of the articles and receives the financial plan.
- Filing with the registry and publication in the Belgian Official Gazette — the company acquires legal personality upon filing; the statutory publication deadline (15 days) is a maximum, not a processing time.
- CBE registration and VAT activation — a 10-digit enterprise number is issued via the Crossroads Bank for Enterprises, followed by VAT identification with the FPS Finance (format BE 0XXX.XXX.XXX).
For the detail of legal forms and formalities, see also our page Company formation in Belgium.
Does the financial plan really protect the founders?
No — and this is the most misunderstood aspect of Belgian incorporation. The financial plan (article 5:4) is a mandatory document handed to the notary at incorporation. It must contain a description of the activity, the financing sources, an opening balance sheet and projections of income and expenses over at least 24 months.
Caution: if the company goes bankrupt within 3 years, the notary transmits the financial plan to the court on request (article 5:16). It then becomes the primary evidence in a founder-liability action for manifestly insufficient starting equity — it is not a shield. The regime extends to the SA through article 7:18, 2°.
Another often-ignored exposure: article 5:4 §2, 7° requires the financial plan to name the external expert (accountant, auditor) who assisted the founders in preparing it. The adviser is therefore directly identifiable if the plan proves unrealistic.
The practical consequence: treat the financial plan as a liability document, not a formality. Prudent, documented assumptions are worth more than an optimistic plan designed to "get through" an undersized starting capital.
How much does setting up an SRL cost?
The amounts below are indicative estimates of third-party costs (notary, publication, enterprise counter) — they vary by provider and case complexity:
| Cost item | Indicative estimate |
|---|---|
| Notary fees (SRL) | €800 – €1,500 |
| Publication in the Belgian Official Gazette | €200 – €350 |
| CBE registration (enterprise counter) | ~€90 – €180 |
| Accountant / lawyer fees (if assisted) | €500 – €1,500 |
| Indicative total excluding capital | €1,500 – €3,500 (tailored support) |
In practice, an SRL incorporated on standard articles often comes to around €1,000 all-in (notary fees, administration, Official Gazette and CBE). Capital contributions come on top of these formation costs.
SRL or SA: how to choose?
| Comparison | SRL (BV) Recommended | SA (NV) |
|---|---|---|
| Minimum capital | No statutory minimum (sufficient equity required, art. 5:3) | €61,500, fully paid up at incorporation (art. 7:11) |
| Typical profile | SMEs, freelancers, subsidiaries, family holdings | Large companies, fundraising, listing |
| Transfer of shares | Not freely transferable (unless the articles provide otherwise) | Freely transferable (unless an approval clause applies) |
| Governance | One or more directors | Board of directors or sole director |
| Financial plan | Mandatory (art. 5:4) | Mandatory (art. 7:3) |
| Formation formalities | Notarial deed, identical to the SA | Notarial deed, identical to the SRL |
For a structure holding participations, the SRL is often sufficient — see our guide The holding company in Belgium (DBI).
What obligations after incorporation?
- Accounting and annual accounts — filed yearly with the National Bank of Belgium.
- Corporate income tax — 25% standard rate, 20% reduced SME rate on the first €100,000 subject to conditions; the full picture (VAT, withholding tax, special regimes) is covered in our guide Corporate taxation in Belgium.
- VAT returns — monthly or quarterly depending on the regime.
- UBO register — registration of ultimate beneficial owners.
- Social contributions — the self-employed director joins a social insurance fund.
Official sources
Reference texts and information: the Code of Companies and Associations (Justel / Belgian Official Gazette), the online incorporation platform of Fednot (notaris.be) and the FPS Finance for VAT and corporate tax. The information in this guide is verified as at the date shown at the top of the page; legislation changes — have your situation validated by a professional.
Frequently Asked Questions
Technically yes: since the 2019 companies code (CSA/WVV), the SRL has no statutory minimum capital, and a €1 contribution is enough for the notary to execute the deed. But it is not a safe harbour: article 5:3 requires equity that is "sufficient in light of the planned activity", assessed after the fact by a court. If the company goes bankrupt within 3 years with manifestly insufficient starting equity, the founders can be held personally liable (art. 5:16).
No — quite the opposite. The financial plan is handed to the notary at incorporation, and if the company goes bankrupt within 3 years, the notary transmits it to the court on request (art. 5:16). It then becomes the primary evidence in a founder-liability action for insufficient starting equity. Article 5:4 §2 7° additionally requires the plan to name the external expert who assisted in preparing it.
As an indication, an SRL incorporated on standard articles often comes to around €1,000 all-in (notary fees, administrative costs, publication in the Belgian Official Gazette and CBE registration). With tailored support (customised articles, lawyer, accountant), expect rather €1,500 to €3,500. These amounts are estimates of third-party costs and vary by provider.
Yes, a notarial deed is mandatory for any company with legal personality in Belgium. Since 1 August 2021, incorporation can be completed entirely online through StartMyBusiness, the platform of Fednot (the Belgian federation of notaries), by videoconference with the notary.
The formalities are identical for the SRL and the SA, and the deed can be executed within days thanks to digital incorporation via Fednot. The statutory deadlines (publication in the Official Gazette within 15 days) are maximums, not processing times. In practice, the main source of delay is opening the business bank account — a timeline neither the notary nor a lawyer controls.
Yes. Foreign founders (EU and non-EU) can set up and manage a Belgian SRL with no nationality or residence condition for shareholders. Depending on the operational involvement in Belgium, a professional card or residence permit may however be required for a non-EU director.
Ready to take action?
This guide is an informative starting point. For legal advice tailored to your situation, we can connect you with an independent lawyer registered with a Belgian bar.