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Jan 18, 2021 Florent Hainaut #Legal

New company code in 2020: Summary of the 4 legal forms in Belgium

Have you already changed the legal form of your company? 🏢

Last week, my accountant reminded me to update my company's articles of association soon. 📝

Since 1 January 2020, the new Company Code has been in force. All companies must therefore have updated their articles of association by 31 December 2023 at the latest. ⏰

✅ Big advantage of this reform, we are heading towards simplification. Yesssss... There are now only 4 legal forms: simple company, BV/SRL, CV/SC and NV/SA.

❌ Disadvantage, this means that you will have to go to the notary to adapt your articles of association (Count €1,100 for the notary's fees + any costs if you get help from a partner (accountant, lawyer, etc.)

If you need to revise your articles of association (complement the activities carried out by the company, reviewing the share transfer procedures, etc.) now is the right time. 🚀

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In conclusion

  • NV/SA: Ideal choice for a medium or large company (usually chosen for complex projects requiring special governance), shares are easily transferable and shareholders can enter and exit the structure without difficulty. However, requires a high level of start-up capital and is not suitable for small structures.

  • CV/SC: Free entry and exit of partners, as well as limited directors' liability, obligation to have a cooperative objective (e.g. charity) under penalty of dissolution.

  • BV/SRL: The right choice to create an SME, however, requires a detailed financial plan (estimated income, means of financing, opening balance sheet, description of activities...). Withdrawing the minimum capital required at the opening enables young entrepreneurs to start up more easily.

  • Simple company: The perfect choice for a young entrepreneur or a Freelancer, few binding rules, no publication in the Belgian Monitor. Flexible, discreet and allows for profit sharing. The simple company is often used as an estate planning tool by families.

As you have understood, the choice of legal form depends entirely on the type of activity you wish to pursue. It is important to evaluate its objectives as well as the future size of your company in order to choose the right model and benefit from the advantages that interest you.

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