Which is better for a startup — BV or NV?

The BV/SRL is almost always better for startups: no minimum capital, one director, one shareholder, lower costs (€2,500–€5,000 vs €65,000+), and simpler governance. Choose NV/SA only if you need publicly traded shares, institutional investors who require it, or you operate in a regulated sector that mandates the NV form.

Do both BV and NV have limited liability?

Yes. Both the BV/SRL and NV/SA provide limited liability — shareholders' personal assets are protected, and liability is limited to their capital contribution. However, founder's liability (oprichtersaansprakelijkheid) can apply to both if the financial plan was manifestly insufficient and the company goes bankrupt within 3 years.

Can a BV/SRL issue bonds or convertible notes?

Yes. Since the 2019 CSA reform, BV/SRLs can issue bonds, convertible bonds, and subscription rights (warrants). This was previously only possible for NV/SAs. This makes the BV/SRL suitable for venture capital financing structures that use convertible instruments.

What is the distribution test for BV/SRL dividends?

Unlike the NV/SA, the BV/SRL has a mandatory double distribution test before paying dividends: (1) net assets test — distributions cannot reduce net assets below contributed capital + non-distributable reserves, and (2) liquidity test — the board must verify that the company can pay its debts for at least 12 months after the distribution. Directors who approve distributions violating these tests face personal liability.

Which form is better for holding companies?

The BV/SRL is now preferred for most holding companies: no minimum capital, flexible share structures, access to participation exemption (DRD) on dividends, and lower ongoing costs. The NV/SA is only better if the holding needs to issue publicly traded shares or if regulated subsidiaries require an NV/SA parent.

Can a BV/SRL go public?

No. Only the NV/SA can list shares on a regulated market (Euronext Brussels). If a BV/SRL wants to go public, it must first convert to an NV/SA through a formal transformation procedure. Some BV/SRLs do trade shares on unregulated markets (private placement), but this is not a public listing.

BV vs NV in Belgium — Which Company Type to Choose?

Q: What is the main difference between BV and NV?

The BV/SRL is a private limited company with no minimum capital, flexible governance (1+ directors), and restricted share transfers. The NV/SA is a public limited company requiring €61,500 minimum capital, formal governance (3+ directors or board), freely transferable shares, and a mandatory statutory auditor. The BV is simpler and cheaper; the NV is for larger operations.

Q: Can I convert a BV to an NV later?

Yes. A BV/SRL can be converted to an NV/SA through a formal transformation procedure: board proposal, statutory auditor report on the balance sheet, extraordinary general assembly with notarial deed, and CBE/NBB updates. The reverse (NV to BV) is also possible and has become common since the 2019 CSA reform.

Q: Which has lower ongoing costs?

The BV/SRL has significantly lower ongoing costs: no mandatory statutory auditor (unless thresholds exceeded), simpler annual accounts, lower accounting fees, and no minimum capital to maintain. The NV/SA always requires a statutory auditor (€3,000–€8,000/year), more extensive annual accounts, and higher governance costs.

Q: Can foreign shareholders hold a BV or NV?

Yes. Both BV/SRL and NV/SA can be fully owned by foreign shareholders (individuals or legal entities) of any nationality. There are no residency requirements for shareholders or directors of a BV/SRL. NV/SA directors also have no nationality requirement.

Choosing between a BV/SRL and an NV/SA is one of the first decisions when registering a company in Belgium. Since the 2019 reform of the Code of Companies and Associations (CSA/WVV), the BV/SRL has become even more flexible, making it the default choice for 95%+ of new incorporations. But the NV/SA still has its place. Here is the full comparison.

Side-by-Side Comparison

Feature	BV/SRL	NV/SA
Full name	Besloten Vennootschap / Société à Responsabilité Limitée	Naamloze Vennootschap / Société Anonyme
Equivalent	UK Ltd / US LLC / German GmbH	UK PLC / US Corp / German AG
Minimum capital	No minimum (€1 legal)	€61,500
Shareholders	1+	1+
Directors	1+	3+ (1 if sole shareholder)
Share transfer	Restricted (consent required)	Freely transferable
Statutory auditor	Only if 2/3 thresholds exceeded	Always required
Capital deposit	Not required before incorporation	€61,500 in blocked bank account
Governance	Flexible (1+ directors)	Board of directors or dual board
Financial plan	Required (2 years)	Required (2 years)
Notary required	Yes	Yes
Annual accounts	Abbreviated (if small)	Full format
Setup cost	€2,500–€5,000	€65,000–€70,000+
Annual audit cost	€0 (unless required)	€3,000–€8,000/year
Best for	SMEs, startups, freelancers, most businesses	Large companies, IPOs, regulated sectors

When to Choose BV/SRL

You are starting a small or medium business
You want no minimum capital requirement
You prefer simple governance (1 director is enough)
You want lower setup and ongoing costs
You don't need publicly traded shares
You are a foreign entrepreneur entering Belgium
You are a freelancer wanting liability protection

When to Choose NV/SA

You plan an IPO or public share offering
Institutional investors require the NV/SA form
Your sector is regulated and mandates NV/SA (banking, insurance, investment funds)
You need freely transferable shares
You are operating a large business from day one
You want international recognition (SA/NV is more widely understood globally)

Tax Differences

Both BV/SRL and NV/SA pay the same corporate tax rates (25% standard / 20% SME). However, accessing the 20% SME reduced rate requires that shares are not held 50%+ by another company — which is harder for NV/SAs in corporate groups. Both can access innovation income deduction, notional interest deduction, and investment deduction.

Conversion Between Types

It is possible to convert a BV to an NV (or vice versa) through a formal transformation procedure under the CSA. This requires a board proposal, auditor report, extraordinary general assembly with notarial deed, and CBE update. Since the 2019 reform, many former NV/SAs have converted to BV/SRLs to benefit from simpler governance and lower costs.

Sophie Mertens

Managing Partner — Company Formation

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FAQ

What is the main difference between BV and NV?+

BV: no minimum capital, 1+ directors, restricted shares. NV: €61,500 capital, 3+ directors, freely transferable shares, mandatory auditor. BV is simpler and cheaper.

Which is better for a startup?+

BV/SRL — almost always. No minimum capital, 1 director, lower costs (€2,500–€5,000 vs €65,000+), simpler governance. Choose NV only if investors or regulations require it.

Can I convert a BV to an NV later?+

Yes. Formal transformation via board proposal, auditor report, extraordinary assembly, notarial deed, and CBE update. The reverse (NV to BV) is also possible and common since 2019.

Do both have limited liability?+

Yes. Both BV and NV provide limited liability. Founder's liability can apply to both if the financial plan was inadequate and bankruptcy occurs within 3 years.

Which has lower ongoing costs?+

BV/SRL — significantly. No mandatory auditor (unless thresholds exceeded), simpler accounts, lower accounting fees. NV always requires an auditor (€3,000–€8,000/year).

Can foreign shareholders hold a BV or NV?+

Yes. Both can be fully owned by foreign shareholders of any nationality. No residency requirements for shareholders or directors.

BV vs NV in Belgium

Side-by-Side Comparison

When to Choose BV/SRL

When to Choose NV/SA

Tax Differences

Conversion Between Types

Sophie Mertens

Related

FAQ

Choose the Right Company Type

BV vs NV in Belgium

Side-by-Side Comparison

When to Choose BV/SRL

When to Choose NV/SA

Tax Differences

Conversion Between Types

Sophie Mertens

Related

Company Registration

Register BV/SRL

Register NV/SA

FAQ

Choose the Right Company Type