Corporate Law

Company Law Attorney in Belgium

Mis à jour en février 2026

Starting a business, choosing the right legal structure, drafting solid articles of association, managing shareholder relations, restructuring a struggling company: company law accompanies businesses from birth to dissolution. In Belgium, the Companies and Associations Code (CSA), which came into force on 1 May 2019, profoundly reformed this area by simplifying corporate forms and offering entrepreneurs greater flexibility. SRL (private limited company), SA (public limited company), SC (cooperative): each form has its advantages and constraints. A specialised lawyer guides you through these strategic choices and assists when disputes arise between shareholders.

The corporate lawyer: a strategic partner

Company law isn't merely about administrative formalities. It's a tool for structuring your projects, protecting your interests, and optimising your governance.

The specialised lawyer helps you choose the legal form suited to your situation. Since the 2019 reform, the SRL (limited liability company) has become the default form for entrepreneurs. But the SA remains relevant for certain configurations, and the SC (cooperative company) is making a comeback for projects with a social dimension.

Beyond the initial choice, the lawyer drafts bespoke articles of association. Approval clauses, pre-emption rights, exit conditions for shareholders, governance rules: all these points, if poorly drafted, become sources of conflict.

When conflicts erupt - and they do sooner or later in many companies - the corporate lawyer intervenes to negotiate, mediate, or litigate. Shareholder exclusion proceedings, forced withdrawal, appointment of a provisional administrator are all technical and sensitive procedures.

Finally, in complex transactions (mergers, acquisitions, demergers, partial asset contributions), the lawyer coordinates the legal, tax, and social aspects of operations that commit the company's future.

Company law fees

Rates vary enormously depending on company size and transaction complexity.

For setting up a simple SRL, expect 1,500 to 3,000 euros in lawyer fees (in addition to notary fees). This budget covers drafting bespoke articles of association, advice on the shareholders' agreement, and initial guidance.

For statutory amendments, share transfers, and capital increases, plan for 500 to 2,000 euros depending on complexity.

Shareholder disputes can generate substantial fees if court proceedings are initiated. An exclusion action before the enterprise court can cost 5,000 to 20,000 euros.

For M&A transactions (mergers and acquisitions), fees are often calculated as a flat rate or percentage of the transaction value. Figures range from a few thousand to several tens of thousands of euros.

Many corporate lawyers offer annual retainers for ongoing support (legal advice, articles updates, corporate secretarial services).

Common company law matters

Company formation remains the most frequent intervention. Beyond formalities, it's the moment to establish sound governance foundations: share allocation, voting rights, transfer conditions, founder remuneration.

Shareholders' agreements supplement the articles of association to organise relations between shareholders. Unpublished, they can contain confidentiality clauses, exclusivity provisions, non-compete obligations, and exit provisions (tag-along, drag-along).

Shareholder disputes generate abundant litigation. When disagreements arise, options are limited: buying out the other party's shares, judicial exclusion, dissolution. Each outcome has a cost, both human and financial.

Directors' liability is the subject of increasing litigation. Since the 2019 reform, the directors' liability regime has been clarified and capped, but exceptions (serious misconduct, tax, in case of bankruptcy) remain numerous.

Finally, restructurings (merger, demerger, conversion) and crisis situations (judicial reorganisation, bankruptcy) engage corporate lawyers to protect clients' interests as best as possible - whether creditors, shareholders, or directors.

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Questions fréquentes

What's the difference between an SRL and an SA since the 2019 reform?

The SRL has become the default form for SMEs: no more mandatory minimum capital, great statutory flexibility. The SA remains mandatory for listed companies and may be preferred for prestige or to issue bonds. Both offer liability limited to contributions.

Is minimum capital still required to form a company?

For an SRL, no. Since 2019, minimum capital has been abolished. However, founders must demonstrate that initial equity is sufficient in light of the financial plan. The SA retains a minimum capital requirement of 61,500 euros.

What is a shareholders' agreement?

It's a contract between shareholders that supplements the articles of association. It may contain pre-emption clauses, approval clauses, joint exit provisions, non-compete obligations, and governance provisions. Unlike articles of association, it's not public and doesn't bind third parties.

How do I exclude a shareholder from a company?

The judicial exclusion procedure takes place before the president of the enterprise court. You must prove just cause: wrongful conduct, conflicts of interest, blocking the company. The judge sets the purchase price for the excluded shareholder's shares.

Can a director be held personally liable?

Yes, in certain cases: management fault causing harm to the company, breach of law or articles of association, serious and characteristic fault in case of bankruptcy. Directors' liability is capped by the CSA, subject to exceptions.

What is judicial reorganisation?

It's a procedure allowing a company in difficulty to reorganise under court protection. Three paths are available: amicable agreement with creditors, collective agreement (reorganisation plan), or transfer under judicial authority (company sale).

How long does it take to form a company in Belgium?

The procedure can be completed in a few days if all documents are ready: financial plan, articles of association, identity documents. The visit to the notary, registration with the BCE, and VAT number activation can follow in quick succession. Allow 1 to 2 weeks in practice.

Is it possible to convert a company from one type to another?

Yes, the CSA allows converting a company (for example, an SRL into an SA) by decision of the general meeting with the required quorum and majority. A report from an auditor or statutory auditor is generally required. Tax implications should be anticipated.

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