SRL

SRL: practical guides and steps

22 guides on the topic “SRL”: legal obligations, concrete procedures, costs and deadlines.

The SRL (société à responsabilité limitée) is the most common company form among self-employed founders and SMEs in Belgium. Since the 2019 reform, it no longer requires any minimum capital. Yet its flexibility comes with precise rules. These guides help you set it up, run it and adapt it over time.

What an SRL changes for you

The company has its own legal personality, separate from yours. Your private assets therefore stay apart from its debts, except in case of management fault or personal guarantee. In return, the law imposes more formalities than on a sole proprietorship. A single founder is also enough. To weigh both options, read our comparison of sole proprietorship and company.

The minimum capital has gone, but the need for solid finances has not. Founders must still provide sufficient initial equity. They demonstrate this in a financial plan handed to the notary. If the company goes bankrupt within three years, a court may review that plan. Manifestly insufficient equity can then make the founders personally liable. Our guide to the mandatory financial plan explains what it must contain.

Setting up the company, step by step

The order matters. Each step prepares the next one.

1Choose an available name and check existing trademarks.
2Draft the financial plan, ideally with an accountant.
3Pay cash contributions into a dedicated bank account.
4Sign the deed of incorporation and the articles before a notary.
5Let the notary file the deed, so the company receives its enterprise number.
6Then go through a business counter and activate VAT if needed.

Our guide to starting a business in Belgium adds costs and timelines to each step.

Running an SRL: the yearly obligations

Once the company exists, the paperwork continues. First, double-entry bookkeeping becomes mandatory. The general meeting then approves the annual accounts, and the company files them with the National Bank. It also submits a corporate income tax return every year. Finally, any profit distribution must pass two tests: net assets and liquidity.

Our guides on filing annual accounts with the NBB and on the corporate tax return set out the calendar.

The director manages and represents the company. Directors may receive pay, yet management errors can make them liable. Our guide to director liability sets out these risks.

Common mistakes and good habits

  • Confusing no minimum capital with no equity at all.
  • Forgetting to plan how a partner can leave.
  • Setting the manager's pay without a tax strategy.
  • Paying a dividend without checking both tests.
  • Failing to publish a change of director or registered office.

With several shareholders, a shareholders' agreement usefully completes the articles. And if investors come on board, our SRL vs SA comparison helps you decide. For the official framework, see the FPS Economy website.

All our guides: SRL