What legal form is appropriate for your enterprise?

As a natural person or a company

To begin with, make the choice of legal form under which your self-employed activity will be exercised. You can exercise your self-employed activity as a natural person or a company. Your accountant can help you in making this choice.

The table below shows you the main differences between these two forms of enterprise:

 

Natural person enterprise

Legal entity enterprise = company

Incorporation

No writing articles of association

The deed of incorporation:

  • For limited liability companies (SPRL, SA, SCRL): notarial deed mandatory
  • For companies with unlimited liability (SCRI, SCS, SNC,…): Notarial deed possible, but private deed is sufficient

Cost of incorporation

Registration with the Crossroads Bank for Enterprises: €88.50

  • Notarial fees: +/- €1,000
  • Registration with the Crossroads Bank for Enterprises: €88.50

Capital to invest

No minimum capital required

Minimum capital required according to the form of company chosen:

  • SA : 61.500 €
  • SPRL et SC : 18.550 €

Liability

No separation between private assets and professional assets

Liability depends on the legal form chosen

Natural Person

A sole proprietorship does not require writing articles of association or initial minimum capital. The costs of incorporation and functioning are low and the entrepreneur can quickly begin his/her activity. He/she is solely in control and can take the required decisions for exercising his/her activity without having to consult other shareholders. The accounts keeping is generally simplified. In the case of an enterprise in the form of a natural person, there is no separation between the assets assigned to the professional activity and the private assets of the entrepreneur. He/she is therefore, in full knowledge, responsible for the commitments of his/her enterprise. This is not without risk, for example, in case of the bankruptcy of an important client. His/her debts may be recovered against all assets of the entrepreneur, both movable property and real estate, present or future. The assets of the spouse may also have to be assigned to the payment of debts of the enterprise unless a matrimonial agreement specifies otherwise.

I get started as a natural person

You are tempted to begin as a natural person enterprise? The formalities are minimal and your privileged interlocutor is the approved one-stop-shop for enterprise registration.  Just make contact with our employees at the Formalis one-stop-shop for enterprise registration.

Your interlocutor at the one-stop shop, after checking that you have access to the profession, will proceed with:

  • your registration with the Crossroads Bank for Enterprise;
  • the creation of your Commercial Enterprise number, which will reference all of the data relative to your activity;
  • your affiliation to the Social-security fund for the self-employed
  • the identification for VAT;
  • the verification of the specific authorisations and/or licences necessary in the chosen sector of activity (SABAM, AFSCA,…).

 And in the blink of an eye, you are self-employed!

Companies (legal entity)

  • SPRL Private company with limited liability
  • SPRL Single-person private company with limited liability
  • SA joint stock company
  • SCRI Cooperative company with unlimited liability
  • SCRL Cooperative company with limited liability
  • SNC General partnership
  • SCS Limited partnership
  • SCA Limited partnership with share capital
  • SPRL Starter

The limited liability company

The private company with limited liability (SPRL) is that formed by one or more persons who commit only their contributions. The shares are registered (the owner is designated by name, so it is possible to identify him/her) and the possibilities for transferring these shares are limited. In this way, the shareholders always know who they are collaborating with.

The company of a person with limited liability (SPRLU) is a variant of the SPRL which enables the self-employed person to set up a single-person company and to separate his/her private assets from those that he/she assigns to the professional activity.

It is often the form of company that is best adapted to the requirements of a young entrepreneur.

The joint stock company

The joint stock company (SA) is a form of company which is mainly focused on the provision of capital by the shareholders. This is why it is also known as a “company with share capital”.

This form of commercial company has the advantage of offering a complete separation between the enterprise and its shareholders, who are usually anonymous.

The shares are easily transferable without limitation (unless there are express provisions in the articles of association limiting the transferability of the shares).

This form of company nevertheless requires minimum capital of €61,500, but few entrepreneurs have such an amount when they begin their activity. Furthermore, the administrative management of a joint stock company is relatively complex for small organisations (Board of Directors, general meeting,…).

The cooperative company

There are two types of cooperative companies: the cooperative company with limited liability (SCRL) and the cooperative company with unlimited liability (SCRI). The SCRI is a flexible legal form which requires neither notarial deed nor minimum capital. The partners of such a company are jointly and severally liable for the commitments undertaken by their company. The SCRL offers limited liability but has stricter functioning rules.

The general partnership

The general partnership (SNC) is a company formed of persons who have the corporate purpose of exercising a civil or commercial activity under a corporate name. The law does not fix any minimum capital. Its existence is related to the fate of the partners. This form of company requires few formalities but it is not often used because the partners have joint and several unlimited liability for the commitments of the company.

The limited partnership

The limited partnership (SCS) brings together partners with unlimited liability and limited partners. The partners with unlimited liability take care of the management. The limited partners provide funds but do not intervene in the management. The law does not fix any minimum capital.

Only the partner with unlimited liability is indefinitely and jointly and severally liable, in relation to his/her assets, for the debts and losses of the enterprise. The limited partner is only liable for the amounts that it has promised to contribute, unless it has become involved in the management of the company.

The limited partnership with share capital

The limited partnership with share capital (SCA) is a variant of the limited partnership. It brings together two types of partners: the partners with unlimited liability, from amongst whom the managers of the company are chosen; and the limited partners, who provide the capital and who are shareholder.

Create a company!

Would you prefer to work as a company? You first need to choose the legal form.
Generally, you must go through a notary to enact the deed of incorporation. Within 15 days of its signature, this must be registered with the Commercial Court Registry.
At that precise moment, the company acquires the legal personality, becomes binding on third parties and obtains its commercial enterprise number.
As this number still has no commercial or non-commercial capacity, you must go to a one-stop-shop for enterprise registration in order to :

  • include in this all the codes for your activity;
  • proceed with identification for VAT;
  • check the specific authorisations and/or licences necessary for the exercise of the activity;
  • affiliate yourself personally, and the company, with the Social-security fund for the self-employed.