Companies Code Reform: What Changes for Belgian Entrepreneurs

Belgium keeps modernising its legal framework for businesses. The Companies and Associations Code (Code des sociétés et des associations, CSA), which came into force on 1 May 2019, has already transformed the Belgian entrepreneurial landscape. In 2026, new amendments and legislative adjustments complete this major reform. Here is a detailed guide to everything Belgian entrepreneurs need to know.

Reminder: the Companies and Associations Code (CSA)

Historical background

The Companies Code was introduced by the law of 23 March 2019 and came into force on 1 May 2019 for new companies. Existing companies had until 1 January 2024 to bring their articles of association into line (after an extension of the original deadline, itself set at 1 January 2024). Any company that has not yet adapted its articles is in breach.

Company Forms Under the Companies Code

The Companies Code cut the number of legal forms from more than 15 to just 4 main forms:

The non-profit sector has its own forms in addition:

• ASBL: non-profit association (Association Sans But Lucratif)
• AISBL: international non-profit association
• Foundation: private foundation or foundation of public interest

Old forms converted automatically

Changes to the Companies Code in 2026

1. Clarification of the liquidity and balance-sheet tests for the SRL

The dual distribution test

The SRL under the Companies Code no longer has a minimum capital requirement. In exchange, any distribution to shareholders (dividends, directors' bonuses, buy-back of own shares) is subject to a dual test:

Balance-sheet test (net asset test) — article 5:142 CSA:

• The company's net assets (after distribution) may not be negative
• Net assets may not fall below the amount of statutorily unavailable contributions

Liquidity test — article 5:143 CSA:

• The company must remain able to pay its due debts for at least the 12 months following the distribution
• The management body must draw up a special report justifying that the distribution will not jeopardise the company's ability to pay

2026 clarifications: case law and legal scholarship have brought important clarifications:

• The liquidity test must be based on a documented forward-looking cash-flow plan, not a mere subjective assessment
• In the event of an irregular distribution, directors are jointly and severally liable to the company and to third parties (article 5:144 CSA)
• The company auditor (where one exists) must be consulted for significant distributions

Concrete example:

The SRL "TechBruxelles" has net assets of EUR 80,000, of which EUR 20,000 are statutorily unavailable contributions. The shareholders want to distribute a dividend of EUR 40,000.

• Balance-sheet test: net assets after distribution = 80,000 – 40,000 = EUR 40,000 > EUR 20,000 (unavailable contributions) → OK
• Liquidity test: the management body prepares a 12-month cash-flow plan. Projected income is EUR 150,000, projected expenses EUR 120,000. Available cash after the distribution remains positive → OK
• The distribution is authorised. The management body drafts its special report.

Founders' liability — the financial plan

When incorporating an SRL, the founders must present the notary with a financial plan (article 5:4 CSA) covering:

1. A precise description of the planned activity
2. An overview of all sources of financing (including debt)
3. An opening balance sheet
4. A profit-and-loss forecast over at least 2 years
5. A projected cash-flow budget over at least 2 years
6. A description of the assumptions used

Sanction: if the company goes bankrupt within 3 years of incorporation and the initial equity was manifestly insufficient to support the planned activity for at least 2 years, the founders can be held jointly and severally liable for all or part of the company's debts (article 5:3 CSA). The financial plan is then a crucial piece of evidence.

2. Online general meetings: an expanded framework

Before 2026

The possibility of holding general meetings remotely was already provided for in the Companies Code (article 5:89 for SRLs, article 7:129 for SAs), but required authorisation in the articles of association and did not cover every scenario.

Since March 2026

The new provisions considerably widen the possibilities:

Required technical conditions:

• A videoconferencing platform that identifies every participant
• The ability to ask questions in real time
• Secure, verifiable voting
• Uninterrupted transmission of the GM to every participant

Practical tip: if a technical problem stops a shareholder taking part, the GM can be challenged. Always have a backup plan (a spare phone number, a proxy to another shareholder).

3. Digitalising formalities: MyEnterprise and the single window

The MyEnterprise platform

The federal government is rolling out the MyEnterprise platform, which aims to centralise all of a company's administrative procedures:

Cost of setting up a company in 2026

Electronic signature

Since 2026, the qualified electronic signature (within the meaning of the eIDAS regulation) is accepted for:

• Incorporation deeds of simple companies (no notarial deed required)
• Shareholder agreements
• Minutes of management body meetings
• Notarial deeds (the notary uses their own qualified electronic signature)

Recognised qualified electronic signature providers in Belgium include: itsme (Belgian Mobile ID), Connective, Itsme Sign, and solutions built on eID.

4. The UBO register: stricter requirements

New requirements

The UBO register is subject to ongoing tightening:

• Annual confirmation: every entity must confirm the accuracy of its data at least once a year (not only when a change occurs)
• Mandatory supporting documents: a simple declaration is no longer enough; documentary evidence must be attached (share register, shareholders' agreement, organisation chart)
• Stricter checks by obliged entities: banks, accountants and notaries must systematically verify data and report discrepancies to FPS Finance
• European interconnection: the Belgian UBO register is linked to other Member States' registers via the BORIS system (Business Registers Interconnection System)

Strengthened UBO penalties

5. Directors' liability: important clarifications

Capped liability (article 2:57 CSA)

The Companies Code introduced a cap on directors' liability, a major innovation in Belgian law:

Exceptions to the cap (no limit):

• Habitual (repeated) minor fault
• Serious fault
• Tax fraud
• Founders' liability (insufficient equity)
• Unpaid tax and social security debts

2025–2026 case law: Belgian courts have confirmed that the cap applies per event giving rise to liability, not per claimant. Several rulings have also clarified that the burden of proving "occasional minor fault" (which entitles the director to the cap) lies with the director.

Conflicts of interest (article 5:76 CSA for the SRL)

The conflict-of-interest procedure is strictly regulated:

1. The director in conflict must inform the other directors before deliberation
2. The conflict must be recorded in the minutes
3. The director in conflict may not take part in the deliberation or the vote
4. If all directors are in conflict, the decision is referred to the general meeting
5. The auditor (where one exists) must be informed

Sanction for non-compliance: the decision taken can be annulled by the court if the undeclared conflict caused harm to the company.

6. Simplified dissolution and winding-up

The Companies Code provides for a dissolution and winding-up in a single deed procedure (article 2:80 CSA) where:

• No liquidator is appointed
• There are no outstanding liabilities (all debts are paid)
• All shareholders are present or represented at the GM and decide unanimously
• The management body's report and the auditor's/reviewer's report confirm there are no liabilities

Estimated cost: EUR 1,500 – 3,000 (notary fees + publication in the Belgian Official Gazette + accountant's fees)

Timeframe: the dissolution-winding-up can be completed in a single day before a notary.

Impact on self-employed individuals

The status of self-employed workers in 2026

Self-employed individuals are not directly governed by the Companies Code but by other legislation. Here are the relevant developments:

Social security contributions

Self-employed workers' social security contributions are calculated on net taxable professional income and paid quarterly to the social insurance fund (caisse d'assurances sociales):

Self-employed as a secondary activity (indépendant complémentaire): if your self-employed income is below about EUR 1,865/year (2026 estimated amount), you pay a reduced minimum contribution of about EUR 100/quarter.

Flat-rate VAT scheme

The flat-rate VAT scheme is reserved for certain sectors (small retailers). A new turnover ceiling is under discussion for 2027, aimed at widening access to the flat-rate scheme.

VAT exemption for small businesses

The exemption threshold is EUR 25,000 of annual turnover (excl. VAT). Businesses below this threshold can choose not to charge VAT (and cannot deduct VAT on their purchases).

EU development: the cross-border exemption scheme (SME scheme) will let small Belgian entrepreneurs benefit from the exemption in other Member States, subject to conditions. It is being rolled out progressively (2025–2027).

Moving from self-employed to a company: when is it worthwhile?

The choice between operating as a self-employed individual or through a company depends on several factors:

The VVPR-bis regime: dividends distributed by an SME can benefit from a reduced withholding tax rate:

• Year 1: 30% (standard rate)
• Year 2: 20%
• From year 3 onwards: 15%

Conditions: cash contributions made from 1 July 2013 onwards, registered shares, etc.

Companies Code 2026 Compliance Checklist

For SRLs

• Articles of association brought into line with the Companies Code (deadline expired on 1 January 2024)
• Financial plan kept by the notary (for companies formed since 1 May 2019)
• Share register kept at the registered office
• UBO register up to date and confirmed annually
• Special report from the management body for any distribution (liquidity test)
• Annual accounts filed with the NBB's Central Balance Sheet Office within 7 months of the closing date
• GM minutes kept at the registered office

For SAs

• Same as SRL + minimum capital of EUR 61,500 maintained
• Audit committee if listed or a large company
• Register of (registered) securities or entry in a securities account

For ASBLs

• Articles compliant with the Companies Code
• Annual accounts filed (full, abridged or micro format depending on size)
• UBO register completed (board members, persons authorised to represent the ASBL)
• Compliance with the Companies Code's governance rules

Useful resources and contacts

Conclusion

The 2026 changes to the Companies Code continue the modernisation of Belgian company law. Digitalising formalities, clarifying the distribution tests for SRLs, and widening the scope for online general meetings all make entrepreneurs' lives easier. However, these simplifications come with greater director accountability and stronger transparency requirements (UBO register, financial plan). Take the time to check that your articles of association comply, that your UBO register is up to date, and that your internal procedures meet the new rules. Support from a notary and a chartered accountant remains the best guarantee of flawless compliance.