Belgium Company Forms Guide

Comparison Table — Key Features

• BV (Besloten Vennootschap / SRL): Minimum capital: €0 (none required). Liability: limited to the contribution. Management: one or more directors (natural persons or legal entities). Tax: corporate tax (20–25%). Social security: RSVZ (self-employed) or RSZ (employee) depending on the director's status. Transfer of shares: restricted (the other shareholders have a right of first refusal — the "aanbiedingsplicht" / "obligation d'offre"). Governance: no board requirement, annual shareholders' meeting required. Best for: startups, SMEs, family businesses, holding companies.
• NV (Naamloze Vennootschap / SA): Minimum capital: €61,500 (at least 25% paid up). Liability: limited to the contribution. Management: at least three directors (or one if a legal entity). Tax: corporate tax (25%). Social security: RSZ (employee) or RSVZ (self-employed). Transfer of shares: free (shares are freely transferable unless restricted by the articles). Governance: board of directors, statutory auditor (if the NV exceeds certain thresholds). Best for: large enterprises, public companies, joint ventures.
• VZW (Vereniging Zonder Winstoogmerk / ASBL): Minimum capital: €0 (none required). Liability: directors can be personally liable for debts in certain cases (the "onbeperkte persoonlijke aansprakelijkheid" / "responsabilité personnelle illimitée" for directors). Management: at least three directors. Tax: corporate tax (25%), but non-profit activities are generally exempt (if the VZW operates within the "social profit" rules). Social security: RSZ (employee) for staff, RSVZ (self-employed) for directors who are active in the management. Best for: charities, sports clubs, cultural associations, professional organisations.
• CommV (Gewone Commanditaire Vennootschap / SComm): Minimum capital: €0 (none required). Liability: general partners (beherende vennoten / commandités) have unlimited liability; limited partners (stille vennoten / commanditaires) have liability limited to their contribution. Management: general partners manage; limited partners cannot manage (if they do, they lose limited liability). Tax: transparent — income is taxed directly in the partners' hands. Best for: investment funds, family holdings, joint ventures, real estate partnerships.
• Maatschap / VOF (Vennootschap Onder Firma / VOF): Minimum capital: €0. Liability: all partners are jointly and severally liable (onbeperkt en hoofdelijk / solidairement et indéfiniment). Management: all partners manage unless otherwise agreed. Tax: transparent — income is taxed in the partners' hands. Best for: professional practices (doctors, lawyers, accountants, architects).
• Eenmanszaak (Sole proprietorship): Minimum capital: €0. Liability: unlimited personal liability. Tax: personal income tax (progressive 25–50% plus social security at ~22.5%). Social security: RSVZ (self-employed). Best for: freelancers, independent professionals, small traders.

Tax Implications by Form

• Corporate tax forms (BV, NV, VZW with profit activity): Income is taxed at corporate rates (20% for SMEs on first €100K, 25% standard). The company files a corporate tax return (Vennootschapsbelasting). Shareholders/directors are taxed separately on salary (progressive rates) and dividends (30% WHT or reduced rates). The VVPR-bis regime is available for SME-type forms.
• Transparent forms (CommV, Maatschap, VOF): The entity does not pay tax itself. Income is attributed to the partners and taxed at their personal progressive rates. The partners file personal income tax returns. Social security: RSVZ (self-employed) for partners. No dividend withholding tax on distributions — the partners simply report their share of the income.
• Eenmanszaak (sole proprietor): All income is personal income. The proprietor pays: (a) personal income tax at progressive rates (25–50%), (b) social security (RSVZ/INASTI at ~22.5%). No minimum salary requirement. No capital requirement. Simpler accounting (single-entry bookkeeping is sufficient for small eenmanszaken). Simplified VAT rules (KOR scheme available under €25K turnover).

Conversion Between Forms

• BV → NV or vice versa: A BV can be converted to an NV (and vice versa) without dissolution. The conversion requires: (a) a notarial deed, (b) approval by the shareholders' meeting (at least 75% of votes), (c) amendment of the articles of association. The conversion is tax-neutral (no deemed realisation of assets) if the company continues its activity. Tax attributes (losses, NID carry-forwards) are preserved.
• Eenmanszaak → BV: A sole proprietor can convert their business into a BV by contributing the business assets to a new BV (the "inbreng van een handelszaak" / "apport d'une entreprise"). The contribution is subject to: (a) registration duty of 0% or 12% depending on the type of assets (real estate attracts 12%, movable assets 0%), (b) capital gains tax on the contributed assets (the gain is deferred if the contribution is carried out under the "fusiebepalingen" / "dispositions de fusion" — tax deferral is available). The proprietor becomes a director of the BV and must meet the minimum salary requirement if the BV is an SME.

For related reading, see our Starting a Business Guide →, Corporate Tax Guide →, and DGA and Directors' Tax Guide →.