Single shareholder in an SA/NV or SRL/BV:
it is possible, but...
April 2021 – Since the reform of company law on 1 May 2019 with the introduction of the Companies and Associations Code (CCA), a limited liability company or a public limited company can be formed by a single shareholder. These companies can therefore obviously also continue to operate if they become one-person companies during their existence. But there are procedures to be followed.
Only for the SRL/BV and the SA/NV
The CCA reserves the one-man business (the possibility of having only one shareholder) to the SRL/BV and SA/NV only. The other forms of companies (cooperative society, SNC, simple partnership and limited partnership) cannot be one-person companies.
The sole shareholder may be a natural person or another legal person. You can also have several one-person companies. This does not affect the limited liability of the company.
Things were different under the old rules: when a company (SA/NV or SRL/BV) became a one-person company, the sole shareholder became jointly liable for all the obligations of the company that arose after it became a one-person company (if this one-person status lasted more than one year).
Under the old code, a public limited company could not be formed by a single shareholder.
An SPRL could, but in that case the requirements for paying up the capital were higher than when a company was formed by several persons.
New rules, old obligations
Under the old rules, the public had to be notified when there was only one shareholder. This is because creditors who enter into a contract with a company must be informed of the fact that the company, in the course of its existence, changes from several shareholders to a single shareholder and that this shareholder becomes a joint and several guarantor of the company's obligations. Hence the publication requirement.
Although the current legislation has removed all restrictions on the one-person nature of public limited companies and private limited companies, the publication requirement is maintained. The Code expressly states that: "For the limited liability company and the public limited company, the combination of all shares in the hands of one person and the identity of that person must be filed in the company file.
This obligation was somewhat modified by a repair law in the course of 2020. For the SA/NV, it was in the code from the beginning. Since the Remedial Act, it is now also compulsory to mention it if all the shares of an SRL/BV are combined in the hands of one person.
If the company is incorporated by one person, there is no obligation to publish, because the one-person nature of the company is mentioned in the memorandum of association. It is only if the SA/NV or SRL/BV becomes a one-person company during its existence that this must be mentioned in the company file.
This company file can be found at the registry of the company's court.
Some practical considerations
The law does not specify how much time you have to take the necessary steps. The doctrine considers that the time limit is thirty days, because this is also the time limit for filing the first version of the articles of association and the memorandum of association.
The combination of all the shares in the hands of one person must therefore not only be filed in the company file, but this filing must also be published in the annexes to the Belgian Official Gazette.
If this information is not communicated to the clerk of the company's court, the administrative body is responsible for the violation of the provisions of the code and becomes liable for any damage caused to third parties. When assessing the damage, however, only the (limited) assets of the company must be taken into account. In the end, therefore, this liability is not as heavy as it seems.
