Private companies without minimum capital: what founders really need to plan

In force since 1 May 2019, the Belgian Companies and Associations Code (CAC) removed the minimum capital requirement for the private limited company (SRL/BV). It is a genuine simplification for founders — provided they understand what replaced it.

“Sufficient” initial equity

Founders must provide the company with initial equity that is sufficient for the planned activity. There is no fixed amount: it depends on the project, its cash needs and its financing.

The financial plan, the key document

Before incorporation, founders hand the notary a financial plan. The Code sets out its minimum content: a description of the activity, sources of financing, an opening balance sheet, forecasts covering at least two years, and the assumptions used. It is wise to have it prepared or reviewed by an accountant.

If the company goes bankrupt within three years of incorporation, founders may be held liable if the initial equity was manifestly insufficient. The financial plan will then be closely scrutinised.

Distributions: the double test

Before any distribution to shareholders (dividends, for example), the board must check two things:

• the net-asset test: net assets must not become negative after the distribution;
• the liquidity test: the company must remain able to pay its debts as they fall due for at least twelve months.

These checks must be documented. A distribution that fails them may have to be repaid and can expose directors to liability.

In practice

For a small service business, modest equity may be enough if the financial plan is realistic. For a business needing investment or stock, plan matching equity and financing. Either way, take time over the financial plan: it is your best protection.