Do you still have a BVBA? Since the new law of 1 st may 2019 this kind of company disappeared and was replaced entirely by a bv by the Belgian Companies and Associations Code (BCAC). As such you will need to transform your company to meet the new company law regulations. A bv (besloten vennootschap) is a lot more flexible than the previous BVBA, which was the main company form for SMEs in Belgium…
In short: The Private Company with Limited Liability has been replaced by a Private Company. This has some important consequences regarding the capital and the legal reserve of the company. You no longer need the minimum capital of 18.550 euros. These were automatically converted into an unavailable equity account since 1st January 2020. Nowadays you can also use a contribution in other physical resources or in labour or work hours to start up a bv. Keep in mind you do still need a solid financial plan.
Apart from this, the manager of the company becomes a director (bestuurder) and you can no longer be part of the board of directors as a natural person and also at the same time be a permanent representative of the company.
Please contact your accountant or notary if you need more information about the consequences for your specific case, what will or should happen with your shares, dividends & directors’ fees, voting rights and profit rights, the maximum amount for directors’ liabilities, the transfer of shares etc.
Read here what you need to do to switch your BVBA into a bv correctly and before the deadline of 1/01/2024:
Timeline
- Whoever started a new company after 1/05/2019 does not need to take any action; these companies have been established under the new system. Companies under BVBA that were founded before 1/05/2019 have been placed into a transition phase with a grace period until 1/01/2024.
- Before 1/01/2020: You could amend your company’s articles of association via your accountant / notary.
- As from 1/01/2020: The ‘mandatory’ provisions of the new law automatically apply to your BVBA, even if your articles of association have not yet been amended. In principle, you cannot deviate from these provisions.
- 1/01/2024: Final deadline to adapt your articles of association. What if you don’t? As a director you can be jointly held liable for any damage to the company and/ or third parties.
In detail:
Planning to establish a private limited company? Then there are two major differences compared to the former bvba:
- As a founder, you must ensure that you have sufficient resources for the activities within the company. The mandatory minimum capital of 18,500 euros is a thing from the past.
- You can set it up on your own, with other natural and also with other legal persons, whether or not in college form. One ore more managers can also be appointed seperatly for the daily management.
Other differences:
- The manager becomes a director,
- The capital and legal reserve have been automatically converted into unavailable equity as from 1st january 2020,
- You can no longer be part of the board of directors as a natural person and at the same time act as a permanent representative or manager of the company.
- The shares remain registered but there are some relaxations with regards to voting rights and profit rights together with the transfer of shares. The private character of the BV is the same, but you can indicate in the articles of association (or statuten) that the shares are transferable.
- You receive a lot more flexibility in organising the company on whatever it actually needs,
- In order to protect the company’s creditors there will be a double distribution test when paying dividends and directors fees Balance sheet test or a net asset test and a seperate liquidity test. In other words your own equity may not become negative (=balance sheet test) and you must also be able to pay all due and payable debts of the next 12 months (= liquidity test).
- Depending on the size of the company; a max amount has been introduced with regards to directors liability or cap.
You can take this opportunity to get your company’s articles of association more aligned with your actual needs instead of using standard statutes.
Resources:
Notaris.be, 2022: https://www.notaris.be/ondernemen/de-verschillende-manieren-om-te-ondernemen-en-regels/de-bv-besloten-vennootschap
Borgn, 2022: https://borgn.be/blog/de-omschakeling-van-bvba-naar-bv-wat-moet-u-ondernemen
Acerta, 2022: https://www.acerta.be/nl/starters/startersvragen/ondernemingsvorm/hoe-richt-ik-een-bv-op
Loyensloeff, 2022: https://www.loyensloeff.com/en/en/news/news-articles/the-bv-srl-is-intended-to-be-the-new-standard-company-form-what-are-its-key-principles-n16716/
Note: While we have done our best to make sure this information is accurate, rules and regulations change and each individual situation might be different, so it is always a good idea to check with appropriate authorities for the latest information. Consequently, Freelancers in Belgium do not assume any responsibility or liability for any issues or damages stemming from the use of the information found on this website. If you have tips for how to improve this article, please email: info@freelancersinbelgium.be