Notary Stephan Borremans — Schaerbeek
Company incorporation, amendments to articles of association, business transfers and dissolutions: the Borremans practice accompanies you at every legal stage of your activity, in Brussels and throughout Belgium.
Forming a company in Belgium requires choosing the legal form best suited to your project, drafting solid articles of association and signing an authentic deed of incorporation before a notary. The Companies and Associations Code (CAC) of 2019 has modernised the Belgian legal landscape: the SRL (formerly SPRL, private limited company) has become the reference form for SMEs, with a symbolic minimum share capital of one euro and considerable statutory flexibility.
Our practice analyses your project, advises you on the most suitable form and drafts the articles of association on a bespoke basis. We then coordinate all formalities: financial plan, lodging with the clerk's office, publication in the Belgian Official Gazette and registration with the Crossroads Bank for Enterprises (CBE).
The flagship legal form since the reform of the Companies and Associations Code. Minimum share capital of 1 euro, liability of shareholders limited to their contributions, fully customisable articles of association. Ideal for start-ups, SMEs and liberal professions wishing to operate through a company.
Suited to larger structures, listed companies or projects seeking external investors. Minimum share capital of 61,500 euros, freely transferable shares, regulated corporate governance.
The life of a business regularly gives rise to the need to amend its articles of association: the arrival or departure of a shareholder, a capital increase to fund growth, a change of corporate object or registered office, a conversion of legal form. Certain of these transactions compulsorily require a notarial deed and legal publication.
Common transactions
Restructurings
Cessation
The transfer of a business — whether by way of a share sale, an asset transfer or a transfer of business — is one of the most complex transactions in commercial life. It requires rigorous preparation, comprehensive due diligence and precise deed-drafting to protect both seller and buyer.
Our practice secures every aspect: valuation of the transferred elements, warranties against eviction and against liabilities, mandatory legal publication in the context of the transfer of business, and coordination with your tax adviser and your bank. The transfer of a business is subject to special legal publication requirements (publication in the Annexes to the Belgian Official Gazette) which protects the transferor's creditors.
The buyer takes over the company with its assets AND its liabilities. The transfer may be recorded by private deed or authentic deed depending on the articles of association. The notary carries out the publication formalities and updates the register of shareholders.
The transfer covers intangible elements (clientele, trade name, lease rights, licences) and tangible elements. Belgian law imposes a mandatory legal publication and a period during which creditors may lodge objections. An authentic deed is strongly recommended for legal certainty.
Family succession: Do you wish to transfer your business to your children or key employees? Our practice combines notarial expertise and estate-planning insight to optimise the tax treatment of the transfer while ensuring the continuity of the business. We work in coordination with your accountant and your tax adviser.
What documents are required to incorporate a company in Belgium?
To incorporate a company (SRL, SA, SC...), the following documents are generally required: a financial plan drawn up by a certified accountant or statutory auditor, proof of identity of the founders, the draft deed of incorporation with the articles of association, and the funds required for the share capital. The notary reviews the complete file, draws up the authentic deed and lodges it with the clerk's office of the competent Enterprise Court.
What is the difference between an SRL (private limited company) and an SA (public limited company)?
The SRL is the common form for SMEs: minimum share capital of 1 euro, limited liability, great flexibility. The SA is suited to large structures or companies raising capital: minimum share capital of 61,500 euros, freely transferable shares. The choice depends on your project, your sector of activity and your intended shareholding structure.
How long does it take to incorporate a company?
Once the file is complete (financial plan approved, articles of association drafted, identities verified), the authentic deed can generally be signed within 1 to 3 weeks. Publication in the Annexes to the Belgian Official Gazette takes place within a few days of signing. Your company is legally incorporated from the moment the notarial deed is signed.
Must I go through a notary to amend my company's articles of association?
Certain amendments compulsorily require a notarial deed: change of corporate object, increase or reduction of share capital, conversion of legal form, dissolution. Others may be recorded at an ordinary general meeting by private deed. Your notary will indicate the appropriate procedure depending on the nature of the intended amendment.
How does a transfer of business proceed?
The transfer of a business covers intangible elements (clientele, lease rights, trade name) and tangible elements (stock, equipment). Belgian law imposes a mandatory legal publication and a period for creditors to lodge objections. The notary secures the transaction, draws up the deed, carries out the publication formalities and protects both parties.
What are the notarial fees for incorporating a company?
Notarial fees for company incorporation vary according to the complexity of the file and the share capital. They include the notary's emoluments (set by Royal Decree), registration duties (which may be exempt for contributions in kind in certain cases), publication costs in the Belgian Official Gazette and clerk's office fees. Please contact our practice for a personalised estimate.
Practice note. Belgian company law was fundamentally reformed by the Companies and Associations Code (CAC) and continues to evolve. The information on this page sets out the broad outlines of the legal framework currently in force, but every business project is unique. The most suitable legal form, the statutory arrangements and the tax implications depend on your sector, your situation and your objectives. The Borremans practice advises you and drafts your deeds of incorporation, amendment or dissolution.
Related services
Notarial Practice · Schaerbeek
Initial consultation to analyse your needs and propose the most appropriate legal structure.