The €1 Company Myth: What Is a BV/SRL in Belgium and Should You Upgrade in 2026?

By the editorial team Speedinvest · 1 October 2026

Disclaimer: This is general information on Belgian company law as of 2026, not legal, tax, or accounting advice; confirm the financial plan with a notary and the extraction tests with an accountant.

For decades, the SPRL was the default vehicle for freelancers seeking limited liability in Belgium. That structure no longer exists in Belgian law. Abolished by the sweeping reforms of the Code of Companies and Associations (CAC) / Wetboek van vennootschappen en verenigingen (WVV) / Code des sociétés et des associations (CSA), the SPRL framework was closed to new companies as of 1 May 2019, with existing entities legally converting to the BV/SRL by 1 January 2024. At the time, the transition was widely celebrated for eliminating the restrictive minimum capital mandates that historically kept self-employed professionals from incorporating.

However, the narrative that a modern BV/SRL is simply a 'free' company is an oversimplification. While the state no longer demands a fixed sum of money to be locked away, the barrier to entry has merely shifted from a raw financial deposit to rigorous financial planning and professional fees.

In 2026, launching a BV/SRL without fully understanding the required startup costs, the personal liability for the company's debts during the three-year statutory window, and the strict new rules for extracting dividends can lead to personal liability. Incorporation remains a powerful tool for tax optimization, but only when a founder clears specific financial thresholds.

Key Takeaways

No fixed minimum capital: However, founders must draft a mandatory two-year financial plan.
Three-year liability window: Founders face personal liability for debts if the starting capital was manifestly insufficient.
True setup costs: The real cost to establish a BV/SRL in 2026 is typically estimated between €2,500 and €3,000 (all-in, excl. VAT), according to one Belgian incorporation service provider.
Extraction rules: Dividend distributions are strictly regulated by net-asset and liquidity tests.
Profit threshold: Reaching €45,000 to €50,000 in annual profit is commonly cited as the practical crossover point where a BV/SRL generally makes financial sense, though individual circumstances vary.

How much capital does a BV/SRL need in 2026?

The most publicized feature of the 2019 CAC reform was the elimination of the statutory minimum capital requirement. This change fundamentally altered how founders approach incorporation, but it is frequently misunderstood as a license to start a business with nothing.

To understand the magnitude of this shift, one must look at the historical barrier to entry. Under the old Companies Code before the 1 May 2019 reform, setting up an SPRL required a mandatory, state-dictated sum. Founders needed €18,550 of notional minimum capital to form the company, requiring a substantial upfront cash payment that varied depending on the company's structure. This cash was frozen in a blocked account, creating a significant liquidity hurdle for service-based freelancers who needed very little physical infrastructure to operate.

How is sufficient capital determined?

The modernized law replaced this rigid 'fixed capital' rule with a subjective 'sufficient capital' rule. Instead of a uniform number set by the state, the burden of proof now falls entirely on the founder.

To incorporate a modern BV/SRL, a founder must prove that the amount of money invested is enough to keep the business running for at least two years, based directly on the specific business activities planned.

This means the legally acceptable starting capital is entirely contextual:

A freelance graphic designer working from home with existing equipment might legally justify a very low starting capital, as their initial overhead is negligible.
A logistics consultant who needs to lease commercial vehicles and warehouse space will be required to inject significantly more capital to prove the business can survive its initial phase.

While setting up a company with just €1 is theoretically possible under the letter of the law, practically no notary will accept such a premise for a business with actual operational expenses. The notary has a legal duty to ensure the financial plan is realistic. The state has simply replaced a blanket financial demand with a localized stress test, requiring founders to thoroughly audit their own business models before they are granted limited liability.

What happens if a BV/SRL goes bankrupt in the first three years?

The removal of the fixed capital requirement introduced a new, localized legal vulnerability for founders. Because the state no longer guarantees a baseline financial cushion, it relies heavily on documentation to deter reckless incorporation.

The mechanism used to vet a founder's 'sufficient capital' claim is the mandatory financial plan. This document is not a mere formality; it is a binding legal requirement. The financial plan required for a BV/SRL must cover a two-year period and include a detailed projection of expected income and expenses. Crucially, the core purpose of this document is to explicitly justify why the chosen starting capital is enough to sustain the business through those first 24 months.

When can the corporate veil be pierced?

The danger of undercapitalization becomes apparent if the business fails. The primary reason a self-employed professional transitions to a BV/SRL is to separate their personal assets from their business liabilities. However, this protection is conditional during the company's infancy.

If a BV/SRL goes bankrupt within the first three years of its existence, the courts may review the original financial plan. If it is determined that the starting capital was 'manifestly insufficient' for the planned business activities outlined at incorporation, the limited liability shield can be legally pierced.

When this happens, the legal separation between the founder and the company can dissolve. The founders may face direct, personal liability for the company's debts. By undercapitalizing the business to save money on day one, founders expose their personal savings, property, and assets to the very risks they incorporated to avoid. The two-year financial plan is therefore a critical document in the incorporation process, serving as a key defense against personal liability for the company's debts during the three-year statutory window.

What does it actually cost to set up a BV/SRL in 2026?

Even if a business model allows for a negligible starting capital injection, the administrative hurdles to establish the legal entity demand significant upfront liquidity. Contrasting the theoretical €1 allowance with the actual out-of-pocket reality demonstrates that a BV/SRL remains a premium business structure.

What are the baseline administrative costs?

The absolute minimum cost to incorporate is dictated by state and legal fees. Founders should typically budget between €1,500 and €2,000 simply to get the company through the door, according to one guide for Belgian incorporation. This baseline expenditure covers essential legal mechanics:

Mandatory notary fees for drafting and executing the deed of incorporation.
Publication costs to announce the company in the Belgian Official Gazette (Moniteur Belge).
Various localized administrative duties tied to the immediate formation.

Note that notary fees in Belgium are regulated by royal decree, but the total bill can vary depending on the complexity of the deed and ancillary services required.

The All-Inclusive Reality

For most founders, the baseline notary fee is only a portion of the actual cash required, as establishing a functioning business requires multiple registrations beyond the deed itself. One Belgian incorporation service provider estimates that when factoring in the complete suite of services required to operationalize the company, the total cost to set up a BV/SRL in Belgium in 2026 falls between €2,500 and €3,000 excluding VAT.

This all-in market estimate accounts for the mandatory third-party registrations that a founder must either navigate manually or pay an agency to execute:

Registration with the Crossroads Bank for Enterprises (CBE).
Mandatory enrollment in the Ultimate Beneficial Owner (UBO) register.
Activation of the company's VAT number.

Consequently, a founder must still have close to €3,000 in liquid cash available on day one simply to purchase the corporate structure, entirely separate from the money needed to actually run the business.

At what profit level does a BV/SRL beat a sole proprietorship?

Given the substantial setup costs and the liability risks tied to the financial plan, deciding to transition from a sole proprietorship to a BV/SRL requires a clear financial strategy. The decision hinges on synthesizing personal tax burdens with corporate extraction rules. By mapping these factors, founders can determine exactly when the overhead of a BV/SRL becomes a profitable investment rather than an administrative burden.

What is the profit threshold?

The primary catalyst for incorporation is the progressive nature of the Belgian tax system. For self-employed individuals operating as natural persons, Belgian personal income tax rates can reach up to 50%. This aggressive taxation on personal revenue is consistently cited as the main reason why the corporate tax structure of a BV/SRL becomes more attractive above a certain profit level.

The commonly cited rule of thumb among accountants for a self-employed person in Belgium to consider transitioning to a BV/SRL is around €45,000 to €50,000 in annual profit. This figure reflects a general weighing of the higher personal tax rates against the corporate tax rates applicable to SMEs. Individual circumstances — including the sector, personal remuneration strategy, and ongoing overhead — can shift this threshold materially, and a certified accountant should model the specific case.

Below this threshold, the fixed costs of running a company often outweigh the tax savings. These fixed expenses include setup amortization as well as ongoing corporate overhead, such as the annual fees charged by an accountant for a BV/SRL (which vary significantly based on business complexity), mandatory publications, and varying provincial and communal business taxes that fluctuate widely depending on the company's location. Above this €45,000–€50,000 tipping point, the ability to leave revenue inside the company at a lower corporate tax rate generally neutralizes the higher administrative overhead.

What are the dividend extraction tests?

However, reaching the profit threshold is only half of the matrix; founders must also account for the new complexity of accessing their own money. While a sole proprietor can freely transfer funds from a business account to a personal account, a BV/SRL director cannot.

The 2019 legal overhaul fundamentally changed how dividends are authorized. Dividend distribution differs significantly between the legacy and modern forms. The old SPRL relied on a net-asset test tied to its statutory minimum capital. In contrast, modern BV/SRL distributions are strictly regulated and subject to two mandatory financial barriers:

The Net-Asset Test: The company's net assets must remain positive after the dividend is paid. The distribution cannot push the company into negative equity.
The Liquidity Test: The management body must formally forecast that the company will be able to pay all its debts as they fall due over the 12 months following the distribution, a mandatory declaration that engages the directors' personal liability if inaccurate.

If a founder ignores these tests and extracts cash that compromises the company's liquidity, they can be held personally liable to refund the distribution. Therefore, the decision to incorporate must weigh the benefit of a lower corporate tax rate against the reality that accessing corporate profits requires passing stringent, forward-looking accounting tests.

Do BV/SRL directors still pay social contributions?

A frequent misconception regarding incorporation is that shifting from a sole proprietorship to a corporate entity severs the founder's personal obligations to the state social system. This is incorrect.

Even after successfully incorporating and establishing a corporate veil, the operational status of the founder remains personally regulated. A director of a BV/SRL is considered self-employed under Belgian law.

Consequently, the director must register with a Social Insurance Fund for Freelancers. Organizations such as Xerius, Acerta, or Partena manage this mandate. The chosen fund collects mandatory quarterly contributions directly from the director. These payments are not optional corporate overhead; they are personal obligations required to manage the director's healthcare coverage, child benefit entitlements, and future pension rights. Incorporating a BV/SRL changes how business revenue is taxed, but it does not exempt the leadership from the fundamental duties of the Belgian self-employed social security framework.

What if your company still says 'SPRL'?

For established businesses, the transition to the BV/SRL framework was not instantaneous. When the new corporate code was enacted, the state provided a lengthy grace period for legacy companies to update their internal governance.

Old articles of association that still explicitly say 'SPRL' remain formally in force. However, operating under outdated articles in 2026 carries significant legal friction. The law dictates that any specific clause within those old articles that conflicts with the mandatory CAC rules has been progressively superseded by the new legislation.

Furthermore, the state-mandated deadline to officially bring legacy articles of association into compliance expired on 1 January 2024. Legacy business owners who missed this window are now automatically governed by the new CAC rules, though operating with outdated written statutes can still cause practical administrative friction with banks, notaries, and state authorities until they are formally updated to reflect the BV/SRL standard.

Frequently Asked Questions

Do I still need a blocked bank account for a BV/SRL?

Yes. Despite the removal of the fixed minimum capital, the administrative process regarding the injected funds remains strict. The notary requires a bank certificate proving that a blocked account has been opened in the name of the company-in-formation with the agreed-upon starting capital deposited.

Can one person form a BV/SRL alone?

Yes. Unlike some older European corporate structures that required multiple founders to establish a company, a BV/SRL is designed for individual entrepreneurs. A BV/SRL can be formed by a single shareholder—one shareholder is legally enough to incorporate.

Does shopping around for a social insurance fund lower my quarterly payments?

No. The contribution amount is strictly fixed by law based on income, meaning competition between social insurance funds is based on service quality, not price.

The Verdict for 2026

Deciding whether to incorporate a BV/SRL in 2026 comes down to mathematical necessity. A solo freelancer generating profits below the €45,000 threshold, or one whose revenue is highly unstable, is generally better served remaining a sole proprietor. The administrative burden, ongoing accountant fees, and localized tax obligations simply outpace the benefits.

However, for founders consistently passing the €50,000 profit mark who can afford to leave capital inside the business, the BV/SRL remains an excellent vehicle for tax optimization. If a BV/SRL makes sense for your trajectory, the immediate next step before paying any notary fees should be sitting down with a certified accountant to model a robust two-year financial plan, ensuring your starting capital can withstand the statutory liability window.