In the March issue of Brussels to the Point, we discussed the Act of 12 January 2010 (the "Act") creating a new variant on the BVBA/SPRL, the so-called S-BVBA or S-SPRL. The Act indicated that its date of entry into force and the main characteristics of the new entity's financial plan would be further determined in a royal decree. This royal decree, dated 27 May 2010, was published in the Belgian State Gazette on 31 May 2010 (the "Royal Decree").
Entry into force of the Act
Both the Act and the Royal Decree enter into force on 1 June 2010.
Criteria for the financial plan
One of the main characteristics of a starter BVBA/SPRL is that there is no minimum capital required upon incorporation, contrary to the statutory minimum of EUR 18,550 for a regular BVBA/SPRL. However the Act requires that the capital be justified in a financial plan which must meet certain criteria determined by the government. These criteria are listed in the Royal Decree.
The financial plan must contain at least the four following parts:
- general information about the company: description of the company to be incorporated, in particular its name and address, corporate form, the founders' names, the total capital and the amount which is paid up, and the entity's corporate purpose;
- balance sheets (balans/bilan), including an opening balance sheet, a projected balance sheet after 12 months, and a projected balance sheet after 24 months;
- projected profit-and-loss statement (resultatenrekening/compte des résultats) for at least the first 12 months and the second 12 months;
- projected cash flow statement (vermogensstroomtabel/un tableau de financement).