besloten vennootschap met beperkte aansprakelijkheid (BVBA) / société privée à resonsabilité limitée (SPRL)
besloten vennootschap (BV) / société à responsabilité limitée (SRL)
Belgian start-ups often choose the Belgian BVBA/SPRL because of its low share capital requirements of EUR 15,550. A new commercial law will enter into force on 1 January 2020. Within a four-year transition period, the BV/SRL replaces the current BVBA/SPRL. It is expected that start-ups will choose the BV/SRL in the future because of more structuring options.
Participation in the Board of Directors is not permitted for PE/VC Funds. Instead, the investment may, subject to certain contractual conditions, be supervised by granting an observer seat status. It is also permitted to participate in a Supervisory Board possibly established in the future.
The current law only stipulates managing directors (zaak-voerders/gérants) as executive body. There is no special supervisory body. However, investors may be granted observer seat status by contract. The Observer may attend meetings of the management but is not entitled to vote.
In the future, a dualistic structure with a management board and a Supervisory Board can be chosen. Nevertheless, it is expected that most start-ups keep the proven monistic structure.
A PE/VC Fund can in principle accept an observer seat, whereby the contractual structure is decisive in the individual case. The observer may not exercise any influence on the management decisions.
It is also permitted to participate in a Supervisory Board possibly established in the future.
naamloze vennootschap (NV) / société anonyme (SA)
Under the current law, a BVBA/SPRL was converted into a NV/SA in later financing rounds, as the NV/SA offered advantages in the transfer of shares and the structuring of the shares.
In the future, this will no longer be necessary, as the BVBA'S/SPRL's restrictions will no longer apply to the BV/SRL.
In the future, a change will only be necessary in the case of an IPO.
The information in our toolbox provides managers of private equity or venture capital funds with an initial overview of certain framework conditions in the respective country. It does not provide advice on the law of any country, neither does it substitute such advice. Before taking over a board seat in a portfolio company, it is at all times necessary to seek expert advice. Our team is happy to assist you with all questions at any time.
In collaboration with: Loyens & Loeff
Sources: Wegen/Spahlinger/Barth, Gesellschaftsrecht des Auslands 2. EL Januar 2018