Converting Your Company's Legal Form in Belgium

What Is a Legal Form Conversion?

A conversion is the operation by which a company changes its legal form without losing its legal personality. The company retains its enterprise number, contracts, assets, and debts. Only the legal form changes, in accordance with Articles 14:1 to 14:11 of the CCA.

Most Common Conversions

• SRL → SA: when the company wishes to raise significant funds or go public
• SA → SRL: to simplify governance and reduce costs
• SC → SRL: since the CCA, the SC is reserved for genuine cooperatives
• SNC/SComm → SRL: to benefit from limited liability

Prerequisites

Statement of Assets and Liabilities

The management body must prepare a statement summarizing the company's assets and liabilities, dated no more than three months before the general meeting. This statement must be reviewed by a company auditor.

Report of the Management Body

The management body drafts a report justifying the proposed conversion, from both a legal and economic perspective. This report must explain the reasons for the conversion and its consequences for shareholders.

Auditor's Report

A company auditor appointed by the management body must:

Conversion Procedure

1. Document Preparation

• Statement of assets and liabilities
• Report of the management body
• Report of the company auditor
• Draft new articles of association adapted to the new legal form

2. Document Availability

Documents must be made available to shareholders at the company's registered office at least 15 days before the general meeting.

3. Extraordinary General Meeting

The conversion decision requires:

• An attendance quorum representing half of the shares
• An 80% majority of votes cast
• A notarial deed recording the decision

4. Post-Conversion Formalities

• Publication in the Belgian Official Gazette of the new coordinated articles
• Update of the CBE and enterprise counters
• Notification to social organizations, tax authorities, and banks

Estimated Costs

Key Considerations

• The conversion cannot be used to defraud third-party rights
• Shareholders who disagree with the conversion may exercise a right of withdrawal in certain cases
• Unlimited liability prior to the conversion continues for debts incurred before publication

Conclusion

Considering converting your company's legal form? LegalBelgique coordinates the entire procedure: appointing the auditor, drafting reports, organizing the general meeting, and handling formalities. Schedule an appointment for a personalized consultation.