Setting Up an SRL in Belgium: The Complete Step-by-Step Guide

Since the reform of the Companies and Associations Code (CSA), in force since 1 May 2019, the SRL (Société à Responsabilité Limitée, private limited company) has become the most widespread legal form in Belgium. It replaced the former SPRL and gives entrepreneurs considerable flexibility. According to the latest figures from the Crossroads Bank for Enterprises (BCE), over 60% of newly incorporated companies in Belgium choose the SRL form. This detailed guide walks you through setting up an SRL in Belgium from A to Z.

Why choose an SRL in Belgium?

The legal framework: the CSA

An SRL in Belgium is governed by Book 5 of the Companies and Associations Code (CSA), adopted by the law of 23 March 2019. This new code thoroughly modernised Belgian company law, notably by introducing:

• The removal of the minimum capital requirement (the former SPRL required EUR 18,550)
• The concept of sufficient initial equity (article 5:3 CSA)
• The possibility of setting up a single-member SRL without restriction
• Considerable freedom in drafting the articles of association
• The replacement of "parts sociales" (membership units) by shares, which may belong to different classes

Detailed advantages

• No mandatory minimum capital: Unlike the former SPRL, which required EUR 18,550, an SRL in Belgium has no minimum capital. However, article 5:3 of the CSA requires the initial equity to be sufficient in view of the planned activity, as justified in the mandatory financial plan.

• Liability limited to contributions: In principle, the founders' and shareholders' personal assets are protected. Only the company's assets answer for its debts. Note, however, that this protection can be lifted in certain cases (founders' liability in the event of bankruptcy within 3 years, serious management fault, etc.).

• Organisational flexibility: The CSA allows great freedom in drafting the articles of association. You can provide for different classes of shares (with or without voting rights, with a preferential dividend, etc.), tailor-made governing bodies and bespoke exit clauses.

• Favourable taxation for SMEs: Corporate tax (ISOC) is 25% at the standard rate, but SMEs benefit from a reduced rate of 20% on the first EUR 100,000 of taxable profit, provided they meet the criteria of article 215 of the 1992 Income Tax Code (CIR 1992):

  • Minimum remuneration of EUR 45,000 for at least one director (or equal to the taxable profit if lower)
  • The company's shares must not be held for more than 50% by another company
  • The company must not hold shares representing more than 50% of the capital of another company
  • Dividends distributed must not exceed 13% of paid-up capital

• Professional credibility: The SRL form inspires confidence among clients, suppliers, banks and business partners.

• Single-member SRL possible: A single founder is enough, without the restrictions that applied to the former SPRLU.

Drawbacks to be aware of

• Incorporation costs: Setting up an SRL in Belgium costs between EUR 1,500 and EUR 3,000 for the notarial deed, publication in the Belgian Official Gazette (Moniteur belge) and administrative formalities.
• Double-entry bookkeeping is mandatory, which in practice requires an accountant or bookkeeper approved by the ITAA (Institute for Tax Advisors and Accountants).
• More extensive administrative obligations: annual filing of accounts with the National Bank of Belgium (BNB), annual general meeting, minutes of decisions, etc.
• A mandatory distribution test before any dividend payment (balance-sheet test and liquidity test, articles 5:141 to 5:144 CSA).
• An obligation to maintain net equity: if net equity becomes negative or falls below certain thresholds, the alarm-bell procedure must be triggered (article 5:153 CSA).

The steps to set up an SRL in Belgium, in detail

Step 1: The financial plan (mandatory)

The financial plan is a legal requirement under article 5:4 of the CSA. This document must be handed to the notary before the incorporation deed is signed. The notary keeps it for at least 5 years.

Mandatory minimum content (article 5:4, §2 CSA):

1. A precise description of the planned activity
2. An overview of all sources of financing at incorporation, including guarantees provided
3. An opening balance sheet drawn up according to the templates set out in the royal decree of 29 April 2019
4. A projected income statement covering at least the 2 years following incorporation
5. A projected cash-flow budget covering at least the 2 years following incorporation
6. A description of the assumptions used to estimate projected turnover and profitability

Why does this matter so much? In the event of bankruptcy within 3 years of incorporation, the court may examine the financial plan. If the initial equity was clearly insufficient given the planned activity, the founders can be held personally and jointly liable for all or part of the company's debts (article 5:16 CSA). This is known as "founders' liability".

Practical tip: Have your financial plan drafted, or at least reviewed, by an accountant. A well-built financial plan protects you if problems arise and is also an excellent management tool for your first years of activity.

Step 2: Drafting the articles of association

The articles of association are the founding act of your SRL. They set out the rules governing how the company operates. The CSA requires certain mandatory statements while leaving considerable freedom to adapt the rest.

Mandatory statements in the articles of association (article 5:12 CSA):

• Company name: Your company's name, followed or preceded by "société à responsabilité limitée" or the abbreviation "SRL"
• Region of the registered office: The full address of the registered office appears in the incorporation deed, but only the Region needs to appear in the articles of association (which allows you to move within the same Region without amending the articles)
• Corporate purpose: A precise description of the company's activities. Be broad enough to cover your future activities, but precise enough for the financial plan to justify the level of capitalisation
• Number and classes of shares: The total number of shares issued and, where applicable, the different classes and their respective rights
• Financial year: Usually 1 January to 31 December, but you may choose any other 12-month period
• Governance rules: Governing body (sole director or board), powers, and the method of appointment and removal
• Rules on general meetings: Quorum, majorities, notices
• Allocation of profit and distribution of the liquidation surplus
• Duration of the company: Limited or unlimited

Optional but recommended clauses:

• Approval clause: Subjects the transfer of shares to the other shareholders' consent (by default in an SRL, transferring shares requires the agreement of half the shareholders holding three-quarters of the shares)
• Pre-emption clause: Right of priority for existing shareholders when shares are sold
• Exit clause: Conditions under which a shareholder may leave the company
• Exclusion clause: Possibility of excluding a shareholder in certain circumstances
• Non-competition clause: Prohibits an outgoing shareholder from competing with the company

Practical tip: Even though templates for articles of association are available online, always have yours drafted or reviewed by the notary and, ideally, by a lawyer specialising in company law. Poorly drafted articles of association can create major problems if a dispute arises between shareholders.

Step 3: Choosing a notary and the incorporation deed

Involving a notary is mandatory when setting up an SRL in Belgium (article 5:11 CSA). The incorporation deed must be executed in authentic form (a notarial deed).

The notary's role:

• Checks the legality of the articles of association and their compliance with the CSA
• Receives and keeps the financial plan
• Verifies the founders' identity
• Drafts the authentic incorporation deed
• Handles publication in the Belgian Official Gazette (Moniteur belge)
• Registers the company with the BCE (in certain cases)

Documents to bring to the notary:

• Financial plan signed by all founders
• Draft articles of association (often prepared by the notary)
• Identity card of all founders (or passport for foreign nationals)
• Proof of access to the profession if the activity is regulated
• Bank certificate confirming the deposit of cash contributions (if the account has already been opened)
• A report from a company auditor in the case of contributions in kind (article 5:7 CSA)

Detailed notary costs:

Good to know: Notary fees for setting up a company are regulated by the royal decree of 16 December 1950. They mainly vary according to the amount of the contributions. You can ask for a detailed quote before committing.

Step 4: Opening a business bank account

Before or shortly after signing the incorporation deed, you must open a bank account in the company's name.

Banking options in Belgium:

Procedure:

1. Choose your bank and make an appointment
2. Bring the incorporation deed (or draft), the directors' identity documents and the company number
3. The bank will carry out a Know Your Customer (KYC) check in line with the anti-money-laundering law of 18 September 2017
4. Deposit any cash contributions (if applicable)
5. The bank will issue a deposit certificate

Note: Since the 5th Anti-Money Laundering Directive came into force, banks have become increasingly strict in their checks. Prepare a complete file (business plan, identity documents, proof of address, source of funds) to avoid delays.

Step 5: Publication in the Belgian Official Gazette

The incorporation deed must be published as an extract in the Annexes to the Belgian Official Gazette (Moniteur belge). This publication is what makes the company's existence enforceable against third parties.

Practical details:

• The notary generally handles the filing with the registry of the enterprise court
• The registry forwards the extract to the Belgian Official Gazette for publication
• Cost: EUR 262.34 for online publication (2026 rate)
• Timeframe: Publication usually takes place within 10 working days of filing
• Since 2024, filing is mainly done electronically via the e-Greffe platform

Important: Until publication has taken place, the company exists, but any acts carried out in its name personally bind those who carried them out, unless the company ratifies them after publication (article 2:18 CSA).

Step 6: Registering with the Crossroads Bank for Enterprises (BCE)

The BCE is the central database managed by the FPS Economy that lists every company in Belgium. Registering an SRL in Belgium is carried out through an approved enterprise counter (guichet d'entreprise).

Approved enterprise counters:

What the enterprise counter does for you:

• Registration with the BCE and allocation of the company number (format: 0XXX.XXX.XXX)
• Verification of the conditions for access to the profession (if the activity is regulated)
• Registration of activities under NACE-BEL codes
• Registration of the establishment unit(s)

Cost: around EUR 97.50 (regulated, index-linked fee)

Timeframe: The company number is generally allocated the same day or within 24-48 hours.

Step 7: Activating your VAT number

Any company carrying out an economic activity subject to VAT must have an active VAT number. Activation is done through the enterprise counter or directly with FPS Finance.

Formalities:

• VAT identification request form (form 604A)
• Choice of filing regime:
  • Monthly: Mandatory if turnover exceeds EUR 2,500,000 or for certain sectors (mineral oils, telephone equipment, vehicles, etc.)
  • Quarterly: For companies with turnover below EUR 2,500,000
• Your VAT number will take the format: BE 0XXX.XXX.XXX (identical to the company number, preceded by "BE")

Cost: around EUR 72 through the enterprise counter

Timeframe: Activation generally takes effect within 1 to 5 working days. FPS Finance may, however, request further information, which can extend the timeframe to up to 1 month.

Good to know: Since 2025, FPS Finance has tightened checks during VAT activation to combat carousel fraud. Prepare a solid file with your lease, photos of the premises, a detailed description of the activity and your first contracts or orders.

Step 8: Joining a social insurance fund

The director(s) of an SRL in Belgium must register as self-employed with a social insurance fund (caisse d'assurances sociales) within 90 days of starting the activity.

Director's social security contributions (2026):

• Minimum provisional contribution for starters: around EUR 890/quarter (2026)
• Management fees: 3.05% to 4.25% depending on the fund (on top of contributions)

What social contributions cover:

• Health and disability insurance (healthcare and benefits)
• Family allowances (via regional funds since 2019)
• Retirement and survivor's pension
• Bankruptcy insurance (bridging right / droit passerelle)
• Maternity insurance

Note: Provisional contributions for the first years are calculated on a flat-rate minimum income. They will be adjusted after 2-3 years once NISSE (INASTI) knows your actual income via FPS Finance. Factor this adjustment into your cash-flow plan!

Detailed cost summary for an SRL in Belgium

After setting up an SRL in Belgium: the essential first steps

1. Hire an ITAA-approved accountant

In Belgium, an SRL's accounts must be kept using double-entry bookkeeping in accordance with the law of 17 March 2019 and the royal decree of 29 April 2019. In practice, you need a professional approved by the ITAA (Institute for Tax Advisors and Accountants).

Typical tasks handled by the accountant:

• Day-to-day bookkeeping
• Preparing VAT returns (monthly or quarterly)
• Preparing annual accounts
• Filing annual accounts with the National Bank of Belgium (BNB)
• Corporate tax (ISOC) returns
• Calculating advance tax payments
• Tax optimisation advice

Average costs: EUR 200 to 500/month for an SME, depending on invoice volume and complexity.

2. Annual filing of accounts with the BNB

Every year, within 7 months of the financial year-end (and within 30 days of approval by the general meeting), the annual accounts must be filed with the Central Balance Sheet Office of the National Bank of Belgium.

Types of accounting scheme:

• Micro scheme: For micro-enterprises (meeting at least 2 of 3 criteria: turnover < EUR 900,000, balance sheet total < EUR 450,000, < 10 employees)
• Abridged scheme: For small companies
• Full scheme: For large companies

Filing cost: EUR 72.10 (online filing via XBRL) or EUR 427.60 (paper filing) – 2026 rates.

3. Plan your advance tax payments

To avoid a tax surcharge, the SRL must make advance tax payments (versements anticipés). In 2026, the reductions are as follows:

The surcharge for failing to make advance payments is 6.75% of the tax due. Not making advance payments therefore amounts to paying a significant "extra charge".

4. Take out the necessary insurance

5. Comply with the UBO register

Since the law of 18 September 2017, every Belgian company must register its beneficial owners (UBO – Ultimate Beneficial Owners) in the UBO register managed by FPS Finance. This declaration must be made within a month of incorporation and confirmed every year.

Who is a UBO?

• Natural persons who directly or indirectly hold more than 25% of the shares or voting rights
• Natural persons who control the company by other means
• Failing that, the natural person(s) occupying the position of senior manager

Penalty for non-declaration: A fine of EUR 250 to 50,000.

6. GDPR and data protection

If your SRL processes personal data (which is almost always the case), you must comply with the GDPR (General Data Protection Regulation). The Data Protection Authority (APD) is the Belgian supervisory authority.

Minimum actions:

• Keep a record of processing activities
• Draft a privacy policy
• Put the necessary consents in place
• Appoint a DPO if required (large-scale processing)

Typical timeline for setting up an SRL in Belgium

Typical total duration: 3 to 5 weeks, depending on the responsiveness of the notary, the bank and FPS Finance.

Frequently asked questions

Can I set up an SRL in Belgium on my own?

Yes, a single-member SRL is perfectly possible under the CSA. You are at once sole founder, sole shareholder and sole director. There is no longer any restriction as there was under the former SPRLU.

How much should I invest at the start?

There is no longer a minimum capital requirement, but the financial plan must demonstrate that the initial equity is sufficient. In practice, for a services activity, a contribution of EUR 5,000 to 15,000 is common. For a trading activity requiring stock, plan for more.

Can I register my SRL at my home address?

Yes, this is entirely legal. However, check your lease if you are a tenant, and your municipality's regulations. Some municipalities require a change of planning use.

What is the difference between a director and a manager?

Since the CSA, we refer to a director (administrateur) rather than a "gérant". The director may be a natural person or a legal person (a management company). If it is a legal person, it must appoint a permanent representative who is a natural person.

How long does it take to set up an SRL in Belgium?

If you are well prepared, expect 3 to 5 weeks between the first meeting with the notary and the effective start of the activity.

Conclusion

Setting up an SRL in Belgium is a structured process that requires good preparation, particularly regarding the financial plan and the articles of association. The CSA reform has considerably simplified and modernised the procedure. With the right support — a competent accountant, a responsive notary and, where relevant, a lawyer for the articles of association — this fundamental step in your entrepreneurial journey runs smoothly. The initial investment of EUR 2,000 to 4,000 quickly pays for itself through the legal protection and tax advantages the SRL offers.