New Company code | Part 2: The Private Limited Liability Company

— Updates | Other — 2 minutes read

As you know, on May 1, 2019 a new Code of Companies and Associations came into force bringing many changes for companies. One of the peculiarities of this new legal instrument is the reduction in the number of corporate forms with the view to simplifying the choice of legal status for the entrepreneur. There remain four different options : the general partnership, the public limited liability company (SA/NV), the cooperative limited liability company (SC/CV) and the private limited liability company (SRL/BV) which will be the subject of this article. 

The private limited liability company has been designed to become the reference company for entrepreneurs. The aim of the legislator was to make it flexible in order to give entrepreneurs leeway to structure it in accordance with their needs.

There are many differences between the old (SPRL) and the new private limited liability company (SRL). In fact, now only one shareholder is enough to create a private limited liability company, and not two as was requested before. This shareholder may be a legal entity or a natural person. Another notable change is the removal of the notion of capital. The capital minimum of 18,500 euros in order to launch is therefore no longer necessary and the notion of capital is now replaced by heritage. However, the founders must have sufficient funds at the time of incorporation of the company, for the planned activities. In addition, private limited liability companies must provide a more elaborate financial plan to reassure creditors and shareholders. For example, this new reinforced financial plan must now contain 7 items and must, as before, be presented to the notary at the time of signing the deed of incorporation. 

 As for the management, it can now be administered by one or more people who have the choice to establish a college or not. These managers are revocable ad nutum, unless provided otherwise in the statuses. 

A new article about the new Company Code will be posted each week, so stay tuned!