Belgian company law now provides for the possibility of incorporating a so-called Starter Company (“SPRL-S/S-BVBA”). Strictly speaking, this is not a new form of company but a variety of the existing form of private limited company.
The special feature of the Starter Company is that, contrary to other forms of limited liability company, there is no minimum capital requirement. It is therefore possible to incorporate a Starter Company with a capital of €1.
It is however important to realize that the Belgian Company Code rules providing for a possible founder’s liability in the event of the bankruptcy of a company which was manifestly under- capitalized remain applicable to the Starter Company.
Prior to incorporation the founder of the Starter Company must prepare and file a financial plan for the company, drawn-up with the help of a qualified accountant or other approved expert.
Starter Companies may only be incorporated by private individuals and not by other companies or legal entities and a subsequent sale of the shares by the private individual to a company or legal entity is prohibited.
The founding shareholder may create only one Starter Company and may not own more than 5% of the shares in any other company. These restrictions are designed to ensure that the vehicle is only used for true start-up’s by enterprising private individuals and that it is not available to established companies or businesses.
The Starter Company’s special features only last for a maximum of 5 years and after this period the company must be transformed in an ordinary private limited liability company with a minimum subscribed capital of €18.550, failing which the company must be dissolved. The starter-character is also lost when the company employs 5 or more full-time employees.
The Starter Company does not enjoy any specific tax favours or benefits.
Quentin Metz Edgard van der Straeten