Orders keep coming, a first employee is on the horizon and the wish to keep the business apart from private assets takes shape. That is often the moment the idea of setting up an SRL comes up. Since the company law reform, the société à responsabilité limitée, the Belgian private limited company, no longer requires a minimum starting capital.
Setting up an SRL still follows a precise route, framed by the Code of Companies and Associations and by the notary. This guide covers the financial plan, the account in the name of the company in formation, the authentic deed and the filing at the registry. The official costs, the obligations after incorporation and the company’s business account complete the picture.
Key points at a glance:
- To set up an SRL in Belgium, no minimum capital is required, but the starting equity must be sufficient for the planned activity.
- The founders hand the notary a financial plan covering at least two years.
- The SRL is incorporated by authentic deed, before a notary or online by videoconference.
- Money contributed first goes into a blocked account, opened for the company in formation at a credit institution.
- The notary files the deed at the registry within 30 days, and the company acquires legal personality on that day. The extract then appears in the Belgian Official Gazette within ten days.
The SRL in Belgium in a few words
The Code of Companies and Associations describes the SRL as a company without capital whose shareholders commit only their contribution. Shareholders’ liability is therefore limited to what they contributed, and the company’s assets stay separate from theirs.
An SRL in Belgium can be set up by a single founder, as belgium.be states. Notaire.be adds that founders can be natural persons as well as legal entities. This form therefore makes it possible to separate the business clearly from private assets, even for a project run by one person.
A company without minimum capital
The question of the SRL’s minimum capital comes up often, a legacy of the former SPRL. Since the Code of Companies and Associations, there is no longer a floor amount. Article 5:3 requires starting equity that, taking into account other sources of financing, is sufficient in light of the planned activity.
The FPS Economy sums it up: no minimum is imposed, but the starting equity must be sufficient for the planned activity. The difference with the public limited company is clear: the SA keeps a minimum capital of €61,500, fully paid up at incorporation. For the SRL, the figure to defend follows from the project itself and from the financial plan.
Unless the deed of incorporation provides otherwise, all contributions are fully paid up at incorporation. A contribution can take the form of money, assets or know-how: notaire.be gives the example of an SRL set up by contributing only an idea or know-how. A contribution remains essential, because without it the SRL cannot issue shares.
Founders, directors and shareholders
The people who appear at the deed of incorporation are considered the company’s founders, and all shareholders take part, in person or by proxy. Once the SRL exists, it is run by one or more directors, who may be natural persons or legal entities. The board can entrust day-to-day management to one or more people.
In everyday language, people still often speak of a manager (gérant). The Code uses the word director (administrateur). The National Institute for the Social Security of the Self-Employed (INASTI) points out that a mandate in a company, as director or as manager, creates a presumption of self-employed activity.
Name, registered office and articles of association
Every legal entity has a name that differs from that of any other legal entity, so the name chosen for the SRL must be available. The articles of association state the Region in which the registered office is located, and may also give its address.
The deed of incorporation of an SRL contains entries specific to this form. It confirms compliance with the rules on equity and on paying up contributions, names the institution that receives the cash contributions and sets the rules for appointing directors. It also states the number of shares and an estimate of the incorporation costs borne by the company. An extract of the deed is published afterwards, including the name, the Region of the registered office, the purpose and the identity of the directors.
How to set up an SRL in Belgium: the steps
Knowing how to set up an SRL starts with knowing the order of the steps: most of the route takes place before signing at the notary’s office. The six steps follow the order described by notaire.be and business.belgium.be, from the financial plan to the formalities after the deed.
The founders estimate income and expenses over at least two years and justify the amount of starting equity.
For a cash contribution, a credit institution in the European Economic Area opens a special account for the company in formation. This account receives the funds before the deed.
The articles include the identity of the founders, the company’s name and purpose, the rules of general meetings and the appointment of directors.
The authentic deed is signed at the notary’s office or remotely by videoconference. The financial plan and, for cash contributions, the bank certificate are handed over the same day.
The notary files the deed at the registry of the enterprise court within 30 days. The extract appears in the Annexes to the Belgian Official Gazette (Moniteur belge).
The company registers with the Crossroads Bank for Enterprises (CBE) through a business one-stop shop. It activates its VAT number if needed and records its beneficial owners in the UBO register.
The SRL financial plan
The SRL financial plan is mandatory. Article 5:4 of the Code lists what it must contain at least: a precise description of the planned activity, an overview of the sources of financing and an opening balance sheet. Added to these are projected balance sheets after twelve and twenty-four months, a projected income statement and a budget of income and expenses over at least two years, with the assumptions used.
business.belgium.be sums up the purpose: the plan must show that the company has enough resources to start its activities and operate for at least two years. The founders sign it and hand it to the notary on the day of the deed of incorporation. The document is not filed with the deed: the notary keeps it, which sets it apart from the articles, published as an extract.
The special account and the bank certificate
For the incorporation of an SRL with a cash contribution, Article 5:9 arranges the payment ahead of the deed. The blocked account bears the name of the company in formation, and the credit institution that holds it issues proof of the deposit for the notary.
Notaire.be points out that simply opening an account is not enough: the bank certificate states the amount paid in, the name of the company to be formed and the names of the founders. Article 5:9 reserves the use of the funds for the persons authorised to bind the company, once the notary has informed the bank that the deed has been executed. In the practice described by notaire.be, the notary gives the bank a second certificate once the deed has been executed and filed at the registry, and the funds are then made available to the company.
The notary’s role
Beyond the signature, the notary reviews the project. According to notaire.be, the notary checks whether the shareholders are contributing sufficient resources to the company and informs the founders and directors of their rights and obligations. The notary also files the deed at the registry, electronically where applicable (e-dépôt), and receives the enterprise number.
The Code then provides for publication in the Annexes to the Belgian Official Gazette within ten days of filing. With e-dépôt, the company can be set up within just a few days, notaire.be writes.
Setting up an SRL online
Going to the notary’s office is no longer necessary. The Federation of Notaries (Fednot) has developed the ManageMyBusiness platform, accessible with the electronic identity card or the itsme app, and the deed can be signed by videoconference. According to notaire.be, this digital route costs the entrepreneur nothing more.
The Code of Companies and Associations provides that incorporation through the platform is completed within ten working days of receipt of the deed and payment of the publication costs. When the company is set up only by natural persons who use the platform’s template, this period drops to five working days.
How much does it cost to set up an SRL?
Setting up an SRL combines several cost items. The table shows the amounts published by official sources.
| Item | Published amount | Source |
|---|---|---|
| Notary fees, standard model with cash contribution | €217 | notaire.be |
| Notary’s flat administrative fee | €298 excluding VAT | notaire.be |
| Publication of the deed in the Belgian Official Gazette, electronic filing | €236.50 excluding VAT | Belgian Official Gazette, since 1 March 2026 |
| CBE registration through a business one-stop shop | €111.50 per establishment unit | business.belgium.be |
| Annual company contribution | €409.30 (balance sheet below €879,163.44) | INASTI, 2026 contribution |
For publication, the paper rate is €292.90 excluding VAT. With electronic filing by the notary (e-dépôt), the publication costs are paid through the notary.
These amounts do not add up to a total. Notaire.be specifies that the flat fees do not include search costs, publication, registration and writing duties or VAT, which the notary can invoice separately. business.belgium.be also mentions any accountant’s fees, and the additional services of business one-stop shops are freely priced.
After incorporation: the SRL’s obligations
Once the deed is filed at the registry, the SRL acquires legal personality and the notary receives its enterprise number. Several steps follow, each with its own deadline:
For this contribution, INASTI states that a company formed during the year pays the full contribution for that year. The 2026 amount is €409.30 for a balance sheet total below €879,163.44 and €1,022.38 above it. A company set up in October, November or December pays by the last day of the third month after it was set up.
A director can rebut the presumption of self-employed activity by showing that the mandate is unpaid both in law and in fact. The articles or a decision of the management body then provide that the mandate is unpaid, and the director receives no pay and no benefits in kind. The information in the UBO register, for its part, is confirmed every year.
Distributing profits: balance sheet and liquidity
With no capital, the SRL protects its creditors with two tests before any distribution. The balance sheet test prevents a distribution if net assets are negative or would become so. The liquidity test checks that the company can keep paying its debts as they fall due for at least twelve months. Notaire.be presents them as the two conditions to meet when distributing profits or reserves.
In short: setting up an SRL takes a financial plan, sufficient contributions, a special account for the money contributed and a notarial deed. After filing at the registry, CBE, VAT, UBO and the fund complete the process.
A business account for the SRL once incorporated
Once the SRL is incorporated and registered with the CBE, its everyday business account can be opened somewhere other than the institution that held the special account. Vivid offers an online business account to SRLs, SAs, SCs and other companies already formed in Belgium, subject to review of the application.
Some services remain charged on Free Start. An inactive virtual card costs €1 a month and an inactive physical card €2. ATM withdrawals are free up to €100, then 2% on the amount above that, and an extra physical card costs €9.90 for standard delivery. The full fees are on the plans page, and Vivid asks that all directors live in the European Economic Area or in Switzerland.
Vivid in brief: Vivid Money S.A., an electronic money institution authorised in Luxembourg, offers an online business account to SRLs already formed in Belgium, from €0 a month with Free Start.
Your SRL’s account, online
For an SRL that is already formed: unlimited IBANs, client invoices and Visa debit cards for the team, from €0 a month with Free Start.
Frequently asked questions
Is a minimum capital needed to set up an SRL?
No. The SRL no longer has a minimum capital, but its founders must provide sufficient starting equity for the planned activity, justified in the financial plan.
Can an SRL be set up by one person?
Yes. According to belgium.be, a single founder is enough to set up an SRL. It can be a natural person or a legal entity. When there are several shareholders, all of them appear at the deed, in person or by proxy.
Who keeps the SRL financial plan?
The notary. The founders sign it and hand it over on the day of the deed. The plan is not filed with the deed of incorporation.
Where does the money contributed to an SRL go before the deed?
With a credit institution in the European Economic Area, into a blocked account opened for the company in formation. The notary receives the deposit certificate on the day of the deed.
When does the SRL legally exist?
On the day the deed of incorporation is filed at the registry of the enterprise court. Filing takes place within 30 days of signing, and publication in the Annexes to the Belgian Official Gazette follows within ten days.
How much does it cost to set up an SRL?
Notaire.be states €217 in fees and €298 in administrative costs excluding VAT for the standard model with a cash contribution. Electronic publication in the Belgian Official Gazette costs €236.50 excluding VAT, and CBE registration €111.50 per establishment unit through a one-stop shop.
Can an SRL be set up online?
Yes. Through the notaries’ ManageMyBusiness platform, the deed is signed by videoconference, with the eID or itsme. Notaire.be states that this route brings no extra costs, and the Code provides for incorporation to be completed within ten working days.
This article is for general information only and does not constitute legal, tax or accounting advice. The rules and amounts cited are those published on Justel (Code of Companies and Associations), notaire.be, belgium.be, business.belgium.be, by INASTI, the FPS Finance and the Belgian Official Gazette, and may change. Payment services are provided by Vivid Money S.A., an electronic money institution authorised and regulated by the Commission de Surveillance du Secteur Financier (CSSF) in Luxembourg.
