What is SPRL Starter ?
The new Starter SPRL
For several years, Belgium is considering establishing a limited liability company with a limited liability capital, to promote entrepreneurship and to fight against the creation of a company abroad with the opening of a branch in Belgium.
In order to achieve these objectives, Belgium created the starter BVBA. It is not really a new type of society, but a variation of the classic SPRL, as are one-person SPRL.
SPRL Starter may also take the form of a civil society (for example, a doctor who began his career), or be one-man (be careful, it will however keep the name S-PLLC).
The goal of this company is to enable independent facilitate the start of their business, it is important to note that the S-PLLC is a temporary variant SPRL.
SPRL-S differs from classical SPRL on the following:
a) it can not be constituted by one or more individuals;
Are considered the founders, all persons who acquire shares of the S-PLLC. In any case, a transfer of shares in a company is null and void. The only way for a company to become a member of a S-PLLC is to participate in a capital increase to raise at least € 18,550 and transformation in classical SPRL.
b) the founders may not be shareholders or members up to more than 5% of voting rights) of another limited company (SA-SPRL-SCRL-SCA-SE) responsibility. This limitation applies to both founders and all other partners who take shares in the company after the constitution.
c) the company can not hold the equivalent of five full-time equivalent workers.
d) the share capital must be less than € 18,550. The minimum capital of a euro and a maximum of € 18,549. Unlike conventional SPRL, no bank statement must be submitted to the notary prior to the formation and release of any minimum capital should take place.
The capital may also be made in kind. In this case, it will go through an accountant or an auditor. No reduction of capital can take place.
e) the financial return to the notary to be established with the assistance of a chartered accountant. It will in particular contain:
a description of the company
a projected balance sheet
a cash flow statement
an income statement
f) all official documents (invoices, website, letters, ...) will resume mention STARTER. The official abbreviation is SPRL-S (Dutch S-NV).
The legislature intended to limit in time the use of S-PLLC. This status can only be maintained for 5 years.
Under this period, or when one of the basic conditions is not fulfilled, it will change the constitution and increase the capital of the company up to the legal minimum for the SPRL is € 18,550.
To ease the capital increase related to the transformation SPRL, the annual general meeting should be a tax on the net profits of at least one quarter and affect the formation of a reserve fund until the Reserve has not reached the difference between € 18,550 and the capital of the S-PLLC.
Responsibility of the founders and partners
1) The liability of the founders in bankruptcy (first three years)
The founders are responsible for the liabilities of the company in the event of bankruptcy proceedings within three years of the constitution if the equity and subordinated means were at the constitution, clearly insufficient to ensure the normal exercise of the activity proposed for a period of at least two years.
2) The liability of the partners after three years
The legislature has provided a specific responsibility between the end of the third year and the time of transformation SPRL (maximum within 5 years of the Constitution).
After the expiration of a period of three years after the constitution, the partners are jointly and severally liable to stakeholders of the potential difference between the minimum capital of a normal SPRL (thus € 18,550) and the principal amount of the S-PLLC.
3) The liability for investments in other companies
the founder of a SPRL-S becomes a member of another S-PLLC. In this case, it automatically becomes jointly and severally liable for the obligations of the second S-PLLC. Can not be associated in two S-PLLC simultaneously.
the founder of a S-PLLC will also be held jointly and severally liable if the applicants at the time of the formation of the S-PLLC or after its creation, it has an interest in another limited liability company (SPRL a, SA SCRL SCA, SE) representing at least 5% of the voting rights of that company.
Management of the company
Just as the founders and partners must be individuals, running an S-PLLC should be entrusted to one or more persons, associated or not.
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