Introduction
The private limited company (société à responsabilité limitée, SRL) has become the preferred legal form for entrepreneurs in Belgium. It was recast by the Code of Companies and Associations, introduced by the law of 23 March 2019. Flexible and accessible, it suits self-employed persons as well as ambitious SMEs.
This guide explains the steps, costs and timing to set up your SRL, as well as the mistakes to avoid.
Why choose the SRL?
Advantages
- No more mandatory minimum capital: unlike the former SPRL, the SRL no longer has capital. The founders must, however, provide it with sufficient opening equity
- Limited liability: your personal assets are protected (except for mismanagement)
- Flexible articles: you can adapt the articles of association to your needs
- Sole shareholder possible: no co-shareholder required
- Credibility: a company inspires more confidence than a sole trader
Comparison with other forms
| Criterion | SRL | SA | SNC |
|---|---|---|---|
| Minimum capital | None (sufficient equity) | Yes, set by law | None |
| Number of shareholders | 1 to unlimited | 1 to unlimited | 2 minimum |
| Liability | Limited to contributions | Limited to contributions | Unlimited and joint and several |
| Formalities | Medium | High | Low |
| Suited to | SMEs, startups | Large companies | Small shops |
When to choose an SA?
The SA (société anonyme, public limited company) remains relevant if:
- You plan a stock exchange listing
- You are preparing a fundraising round with investors who require it
- You are in a regulated sector (banking, insurance)
The incorporation steps
1. Preparing the financial plan
The financial plan is mandatory. It must show that the opening equity is sufficient for the planned activity, over a period set by law.
Content of the financial plan:
- Description of the activity
- Projected budget
- Financing needs
- Cash flow plan
Caution: in the event of bankruptcy shortly after incorporation, the financial plan is used to check whether the founders had provided sufficient means. A sloppy plan can trigger their personal liability.
2. Drafting the articles of association
The articles define the company's operating rules. Points to settle:
- Company name: the name of your company
- Registered office: the official address
- Corporate purpose: the activities you may carry on
- Capital and shares: allocation between shareholders
- Governance: director(s), decisions, majorities
- Transfer of shares: approval clauses, pre-emption
3. Opening a bank account
Before incorporation, you must open a bank account in the name of the company in formation and pay the cash contributions into it.
Documents required:
- Draft articles of association
- Identity documents of the founders
- Financial plan (sometimes requested)
4. Notarial deed
The notary:
- Checks the legality of the articles
- Receives and keeps the financial plan
- Authenticates the deed of incorporation
- Files it with the registry of the Commercial Court (tribunal de l'entreprise)
5. Administrative formalities
After incorporation:
- Registration with the BCE/KBO: Crossroads Bank for Enterprises (enterprise number)
- VAT activation: if the activity is subject to VAT
- Joining a social insurance fund: social contributions of the directors
- Mandatory insurance: operational liability, work accidents (if employees)
- Payroll provider: if you have employees
Incorporation costs
| Item | Who sets it |
|---|---|
| Notary's fees and expenses | The notary, on quote |
| Registration duty on the deed | Tax law |
| Publication in the Belgian Official Gazette (Moniteur belge) | The official publication rate |
| Registration with the BCE/KBO | The business counter |
| Bank account | The bank |
| Lawyer (articles and shareholders' agreement, optional) | On quote, see the [business law](/en/services/business-law) page |
Ask the notary for a written statement of costs before signing. The tax treatment of these costs is a matter for your accountant.
Timing
Count a few weeks in total. Most of the time goes into preparing the financial plan and the articles, then into the notary's diary. Signing, filing and the formalities that follow go faster.
Mistakes to avoid
Sloppy financial plan
An insufficient financial plan exposes you to personal liability in the event of bankruptcy shortly after incorporation. Take the time to prepare it seriously.
Corporate purpose too restrictive
If your corporate purpose is too narrow, you will have to amend the articles (= notary's fees) for each new activity. Plan broadly from the start.
No shareholders' agreement between co-founders
The articles are public. Confidential agreements (valuation, exit, non-compete) must be set out in a separate shareholders' agreement.
Mixing personal and business assets
Keep a strict separation between your personal accounts and the company's. Mixing them can lead to a "commingling of assets" and make you lose the protection of limited liability.
Forgetting the annual formalities
An SRL must:
- Hold an annual general meeting
- File its annual accounts with the National Bank of Belgium (BNB/NBB)
- Keep full accounts
Conclusion
Setting up an SRL in Belgium is accessible but requires rigorous preparation. Mistakes at the start can cost dearly later.
Checklist before you start:
- Solid financial plan
- Articles adapted to your situation
- Corporate purpose wide enough
- Shareholders' agreement if several founders
- Separate bank account
- Written statement of costs obtained from the notary
A legal scoping makes it possible to adjust your articles and secure the project from the start.
Planning to set up a company?
I handle the incorporation and structuring of companies. Book a scoping call.
Translated from the French original published on 10 January 2026. The analysis concerns Belgian and European Union law. Read the French original.