Public limited companies: practical guides and steps

The public limited company, known in Belgium as the SA, suits projects that aim to grow and open their capital. Its shares can in principle change hands freely, which reassures investors. This page serves founders, shareholders and directors.

What is an SA in Belgium?

The Code of Companies and Associations governs this legal form. It requires minimum capital of EUR 61,500. The SRL, by contrast, no longer has any minimum capital. Still, a single founder can set up an SA.

Incorporation always requires a notarial deed. The founders also hand the notary a financial plan. This document shapes their liability if the starting resources prove too thin. You can read the Code on the Belgian Official Gazette website.

To decide between the two forms, read our comparison of the SRL and the SA. Then prepare the mandatory financial plan with care.

Governance and liability

The law offers a choice between several models. An SA can operate with a sole director. It can also entrust management to a board of directors. Finally, a two-tier system separates a supervisory board from a management board.

Directors answer for their management errors. However, the law caps this risk according to the size of the company. The cap does not cover serious misconduct. Our article on director liability explains these rules. Between shareholders, a shareholders' agreement usefully supplements the articles.

Key operations in the life of an SA

A public limited company changes as its needs change. Several operations go through the general meeting, and often through the notary.

• Increase the capital to fund growth.
• Buy back its own shares, within legal limits.
• Pay dividends, which in principle attract withholding tax.
• Merge with another company.
• Change legal form when the project shifts.

Each operation has its own dedicated article. First, look at the capital increase. Then see share buybacks and the taxation of dividends. For a combination, consult the merger procedure. Finally, to switch frameworks, read our article on converting the legal form.

Should you choose an SA?

It all depends on your project. This form mainly suits fast-growing businesses. It also eases the entry of new investors. Moreover, it reassures some foreign partners. However, its formalities cost more day to day. A small activity therefore often finds more flexibility in an SRL.

Before deciding, ask yourself three simple questions. How much capital can you raise at the outset? Do you plan to welcome outside investors? Will you accept more formal meetings and reports? To place this choice within the whole project, follow the path to starting a business in Belgium.