Belgium at a glance
Default split
Proportional to capital
Startup entity
Besloten Vennootschap (BV) / Société à Responsabilité Limitée (SRL)
Minimum capital
€0 (no minimum since 2019, but adequate initial capital required)
Community property
Yes
Formation cost
€1,000–€2,000 (notary required)
Key legislation
Wetboek van Vennootschappen en Verenigingen (WVV) / Code des Sociétés et des Associations (CSA) 2019
Belgium's 2019 Code of Companies and Associations (WVV/CSA) modernized company law significantly: eliminated the minimum capital for BV/SRL companies, introduced greater flexibility in share structuring, and allowed multiple voting rights per share. Despite no minimum capital, founders must demonstrate adequate initial capital through a financial plan — if the company fails within three years due to insufficient capital, founders face personal liability. Belgium is bilingual (Dutch/French), which affects terminology and regional registration.
Default partnership rules in Belgium
In a Belgian maatschap/société simple (civil partnership), profits are shared proportionally to each partner's contribution by default. In a VOF/SNC (general commercial partnership), the same proportional default applies unless the partnership agreement provides otherwise. Partners in a VOF/SNC are jointly and severally liable for partnership debts. The partnership must be registered with the Crossroads Bank for Enterprises (KBO/BCE). Belgian law prohibits clauses léonines (lion clauses) that exclude any partner from profits entirely.
In Belgium, profits are split proportionally to capital contributions by default. This means a partner who invested 80% of the capital would receive 80% of the profits. While this may seem more intuitive than the equal-split default in some countries, it still fails to account for non-cash contributions like time, expertise, and relationships. A written partnership agreement should address all types of contributions.
Besloten Vennootschap (BV) / Société à Responsabilité Limitée (SRL) in Belgium
The BV/SRL is the standard entity for Belgian startups following the 2019 reform. There is no minimum share capital requirement, but founders must prepare a financial plan demonstrating adequate initial capital — this is critical because founders face personal liability if the company fails within three years due to manifestly insufficient starting capital. Formation requires a notarial deed, costing €1,000–€2,000 total. Shares can have multiple votes, and different classes with different rights are permitted. The articles of association (statuten/statuts) govern the company. A shareholders' agreement (aandeelhoudersovereenkomst/pacte d'actionnaires) is common.
Without a shareholders' agreement, the relationship between founders is governed by the country's default rules, which rarely account for the realities of a startup — where contributions change over time and early effort often goes uncompensated. An operating agreement or shareholders' agreement is essential. Use our equity calculator to determine a fair split based on actual contributions.
What happens when a partner leaves in Belgium
In a VOF/SNC, a partner can withdraw according to the terms of the partnership agreement. For BV/SRL companies, share transfers follow the restrictions in the articles of association. By default, share transfers require the approval of at least half of the shareholders representing at least three-quarters of share capital. Minority shareholders can petition for dissolution on just grounds. The 2019 reform introduced more flexible exit mechanisms including the right to request judicial exclusion or withdrawal.
A written agreement should address departure terms specifically, including how the buyout value is calculated, the payment timeline, vesting schedules, and any non-compete provisions. Understanding the concept of dead equity is important for managing these situations. Learn more about how dead equity affects businesses.
Marriage and business equity in Belgium
Belgium uses the wettelijk stelsel/régime légal (statutory community) by default. Income earned during the marriage, including business income, is community property. Business interests acquired during the marriage are community property. Pre-marital assets remain separate, but their income during the marriage becomes community property. A marriage contract (huwelijkscontract/contrat de mariage) can establish separate property. The contract must be notarized. Business owners should pay special attention to the fact that even income from separate business assets becomes community property under the default regime.
Important for Belgium business owners: Belgium uses wettelijk stelsel / régime légal (statutory community of property). Income earned during marriage, including business income, is community property. Business owners should consider a pre-nuptial or post-nuptial agreement to protect their equity interests.
Formation and cost details
| Main startup entity | Besloten Vennootschap (BV) / Société à Responsabilité Limitée (SRL) |
| Minimum capital | €0 (no minimum since 2019, but adequate initial capital required) |
| Formation cost | €1,000–€2,000 (notary required) |
| Default equity split | Based on share allocation at incorporation |
| Default partnership split | Proportional to capital contribution |
| Community property | Yes |
| Key legislation | Wetboek van Vennootschappen en Verenigingen (WVV) / Code des Sociétés et des Associations (CSA) 2019 |
Frequently asked questions
Is there a minimum capital for a Belgian BV/SRL?
No minimum share capital is required since the 2019 reform. However, founders must prepare a financial plan demonstrating adequate initial capital. If the company fails within three years due to manifestly insufficient capital, founders face personal liability. This makes the financial plan an important document.
What language is used for Belgian company documents?
Belgian company documents must be in the official language of the region where the company's registered office is located: Dutch in Flanders, French in Wallonia, and either language in Brussels. Companies in the German-speaking community use German. This affects terminology — the same entity is called BV in Dutch and SRL in French.
How does Belgian community property affect business income?
Under the default statutory regime, income from any source during the marriage — including business income — is community property. Even if the business was started before the marriage (separate property), its income during the marriage becomes community property. A marriage contract can change this.
How are partnership profits split by default in Belgium?
In Belgian partnerships, profits are shared proportionally to each partner's contribution by default. This differs from the equal-split default in common law jurisdictions like the UK.
Related resources
- Equity calculator: find a fair split for your business
- Does your small business need an equity agreement?
- Equity for small businesses: the complete guide
- Dead equity calculator: how much is yours costing you?
- Slicing Pie calculator
- What is an operating agreement?
- All 32 European countries: partnership and formation laws
- US state directory: partnership and LLC default rules
Partnership laws in neighboring countries
Disclaimer: This page provides general information about Belgium partnership and business formation laws and is not legal advice. Laws change, and the information here may not reflect the most recent amendments. The formation costs and capital requirements listed are approximate and may vary. Consult a qualified attorney licensed in Belgium for advice specific to your situation. Equity Matrix is a software tool for tracking contributions and calculating equity; it does not provide legal services.
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