SRL, SA ou SC ? Bien choisir sa structure juridique en Belgique

Choosing the right legal structure is arguably the most consequential decision you'll make when starting a business in Belgium. The wrong choice can mean unnecessary taxes, personal liability for business debts, or a structure that complicates fundraising. Under Belgium's Companies and Associations Code (BCCA/CSA) — in force since 1 May 2019 — the landscape has been significantly simplified, but the choices still matter enormously.

Here's a practical, no-nonsense comparison of the three most common corporate forms for entrepreneurs in Belgium.

The Three Main Players

SRL/BV — The Modern Private Company

The SRL (Société à Responsabilité Limitée) / BV (Besloten Vennootschap) is the Swiss Army knife of Belgian corporate forms — and for good reason. It replaced the old SPRL/BVBA in 2019 with dramatically more flexibility.

Key features:

• No minimum capital. You need only "sufficient initial equity" — evidenced by a mandatory financial plan reviewed by the notary at incorporation. This makes it accessible for founders with limited starting funds.
• Limited liability. Shareholders are generally liable only to the extent of their contributions. Exception: if the financial plan was manifestly insufficient and the company fails within 3 years, founders can face liability for debts.
• Restricted share transfers. By default, shares cannot be freely transferred to third parties — shareholder approval is required. This protects existing shareholders but can complicate exits.
• Flexible governance. You can have a sole director (named in the articles), a collegial board, or multiple directors with individual powers. Directors can serve indefinite terms.
• Distribution test. Before paying dividends, the board must confirm the company can meet its debts for at least 12 months after the distribution (the "liquidity test").

Best for: SMEs, startups, family businesses, single-shareholder companies, subsidiaries of foreign groups. This is the default choice for most entrepreneurs.

SA/NV — The Public Company

The SA (Société Anonyme) / NV (Naamloze Vennootschap) is the traditional vehicle for larger enterprises and companies planning to raise external capital.

Key features:

• Minimum capital of €61,500, fully subscribed, with at least 25% paid up at incorporation. In-kind contributions require an independent auditor's report.
• Free share transferability by default — attractive to investors and essential for listed companies. Can be restricted but not abolished.
• Two-tier governance available. Unique among Belgian forms: you can have a Supervisory Board (strategy & oversight, min. 3 members) + Management Board (day-to-day, min. 3 members). Members cannot serve on both.
• Directors serve maximum 6-year terms (renewable).
• No formal liquidity test for distributions (only the net asset test), but directors' general duty of care still applies.

Best for: Companies planning an IPO, large capital-intensive businesses, multi-shareholder structures needing free share transferability, or companies wanting the two-tier governance system.

SC/CommV — The Partnership

The SC (Société en Commandite) / CommV (Commanditaire Vennootschap) is a partnership with two types of partners:

• General partners (commandités/beherende vennoten): manage the business, unlimited personal liability for debts.
• Limited partners (commanditaires/stille vennoten): contribute capital only, liability limited to contribution, cannot participate in management.

Best for: Specific use cases — estate planning, holding structures where the general partner is a BV (protecting individuals from liability), or private equity/venture capital fund structures.

Comparison Table

Feature	SRL/BV	SA/NV
Minimum capital	None (sufficient equity)	€61,500
Shareholder liability	Limited to contribution	Limited to subscription
Share transfers	Restricted (default)	Free (default)
Two-tier governance	No	Yes (optional)
Director term	Indefinite possible	Max 6 years
Distribution test	Net asset + liquidity (12-month)	Net asset only

Tax Considerations

Both the SRL/BV and SA/NV are subject to corporate income tax at the same rates:

• 25% standard rate
• 20% reduced rate on the first €100,000 of taxable profit — available to qualifying SMEs (the company must meet criteria including that the director's remuneration is at least €45,000 or at least equal to the taxable profit)

VAT registration is separate from the corporate form — all companies conducting economic activities must register for VAT.

Practical Recommendation

For 95% of entrepreneurs starting a business in Belgium, the SRL/BV is the right choice. It offers limited liability, maximum flexibility, no minimum capital, and simpler governance. The SA/NV only becomes relevant when you have specific needs: raising significant external capital, planning an IPO, or requiring the two-tier governance system.

The process: incorporation takes approximately 3–10 business days through a notary (fully digital incorporation via video conference is available since August 2021). Total setup costs including notary fees, registration, and publication typically range from €2,500 to €4,000 for an SRL/BV.

This overview is for informational purposes. Always consult a qualified accountant and notary before incorporating — the right structure depends entirely on your specific situation, plans, and risk profile.