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Set up SPRL or BVBA in Belgium

Updated on Friday 09th October 2015

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Set-up-SPRL-or-BVBA-in-Belgium.jpgWhat is a SPRL in Belgium?

A SPRL in Belgium comes from SociétéPrivée à ResponsabilitéLimitée or BeslotenVennootschap met BeperkteAansprakelijkheid, which is actually a private limited liability company. This structure is designated for small sized businesses and is one of the most popular companies that are set up in Belgium.

What is the minimum share capital for a SPRL in Belgium?

In order to set up a private limited company or SPRL in Belgium, a minimum share capital of 18,550 EUR must be provided. 20% of each share must be paid upon incorporation. If only one shareholder decides to set up the SPRL in Belgium, the minimum amount paid upon incorporation must be 12,400 EUR and if there are two founders, at least 6,200 EUR must be paid up before the registration of the Belgian company. Contributions in kind are only accepted after an auditor’s report.

How many shareholders are necessary for a SPRL in Belgium?

One or more shareholders can form a private limited company in Belgium, with no special requirements concerning their nationality or residence. Besides, they can be individuals or legal entities. Shareholders are only liable to the extent of their contribution.

What is the management structure for a SPRL in Belgium?

One or more general managers can represent the management structure of a SPRL in Belgium. There are two types of managers in a SPRL in Belgium. A statutory manager is mentioned in the articles of association and a non-statutory manager is appointed by the general meeting of the shareholders.

How can a SPRL in Belgium be verified?

The auditor of a SPRL in Belgium is appointed by the general meeting of shareholders for three years. SPRL in Belgium is obliged to hire an auditor if any of the condition below are met:

  • it has at least fifty employees,
  • if its total assets exceed 3,650,000 EUR
  • the annual turnover is more than 7,300,000 EUR.

Are there other requirements for a SPRL in Belgium?

A SPRL in Belgium must be registered before starting its legal activity. For that matter, a copy of the articles of incorporation must be submitted with the local registry office in order for the company to be published in the Belgian Official Gazette. The registry will also issue an enterprise number for the SPRL in Belgium.

 

Feel free to write us via e-mail for more information in regards to how to start a limited liability company in Belgium.

 

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