Jaarrekening.be
In an NV/SA, the Belgian public limited company, it is still called a capital increase. In a BV/SRL, the private limited company, that term has not existed since the Belgian Companies and Associations Code: there it is a contribution. For anyone assessing a company, the difference is more than a word. It determines what you read in the Belgian Official Gazette, how equity is built up in the annual accounts and which part of it is protected.
The short answer
- Minimum capital NV
- EUR 61,500
- Minimum capital BV
- None
- In the annual accounts
- Code 10/11, contribution
Why the BV no longer has capital
The BCCA came into force on 1 May 2019 and replaced the BVBA/SPRL with the BV, the private limited company. The BV no longer has a minimum capital. In its place came a different protection mechanism: the founders must draw up a financial plan and give the company sufficient initial equity, and every distribution to shareholders must pass a net asset test and a liquidity test.
The NV kept its capital. The minimum is EUR 61,500 (art. 7:2 BCCA), and a distribution may not reduce net assets below the paid-up capital plus the unavailable reserves.
- 585,334
- active BVs
- 52,393
- of which still registered as BVBA in the CBE
- 70,364
- active NVs
There are therefore eight times more BVs than NVs. Some are still listed in the Crossroads Bank for Enterprises (CBE) under the old name BVBA, but have automatically been a BV since 1 January 2024. The paid-up capital and the legal reserve of the old BVBAs were automatically converted on 1 January 2020 into equity that is unavailable under the articles of association: the money stayed protected, only the label changed. Some BVs have since made that account available again by amending their articles.
How it works, BV next to NV
| BV, contribution | NV, capital increase | |
|---|---|---|
| With new shares | Amendment to the articles by the general meeting, before a notary (art. 5:120, § 1) | Amendment to the articles by the general meeting, before a notary (art. 7:177) |
| Without new shares | General meeting by simple majority, recorded in a notarial deed (art. 5:120, § 2) | Capital increase without new shares, or a contribution outside capital such as a share premium |
| By the board | If the articles authorise the board to issue shares, for at most five years (art. 5:134) | Within the authorised capital set out in the articles |
| Contribution in kind | Report by the board and by a statutory auditor (art. 5:133) | Report by the board and by a statutory auditor |
| In the annual accounts | Contribution (10/11): available (110) or unavailable (111) | Capital (10): issued (100), uncalled (101), and outside capital (11), such as share premiums (1100/10) |
In both forms, a cash contribution must first be paid into a special account in the company's name. The notary only executes the deed once they have proof of that payment. If new shares are issued, the board must justify the issue price in a report and describe the consequences for the existing shareholders.
Available or unavailable, the key difference in the BV
In a BV, a contribution is available by default: the company may later pay it back to the shareholders, provided the distribution test is passed. The articles can make a contribution unavailable. It then works like the old capital: it can only be returned through an amendment to the articles. For a creditor, an unavailable contribution is therefore more solid than an available one. In the annual accounts you see the difference under codes 110 and 111.
Read also Distribution test and liquidity test, when can a BV pay a dividend?How to read it in the Belgian Official Gazette
The notarial deed appears as an extract in the Annexes to the Belgian Official Gazette, usually under headings such as capital and shares or amendment to the articles. What to look for:
-
The amount
How much was contributed, and how does that compare with equity in the latest annual accounts? A contribution of EUR 20,000 means something different with equity of EUR 50,000 than with EUR 5 million. -
Cash or in kind
A cash contribution brings in new cash. A contribution in kind brings in an asset or a receivable. If it says a current account or a loan from the shareholder was contributed, a debt is converted into equity, without new cash. -
Who subscribes
Do the existing shareholders take part, or is a new shareholder coming in? If the pre-emption right is restricted in favour of specific persons, their identity must be stated in the board's report. -
The context
Look at what happened before. A contribution shortly after a loss-making year or with negative equity is often a rescue measure. A contribution at a growing company, together with new directors, points more to an investor.
What a contribution tells you about a company
- Fresh money from existing shareholders. Usually a good sign: the owners believe enough in the plan to put more in. At a loss-making company it can also mean the bank demanded more equity before it would keep financing.
- A new investor. Often at young, growing companies, with a share premium (NV) or a high issue price per share (BV). Check in the next annual accounts whether cash has actually gone up.
- Converting a debt. A contribution of a current account or loan improves solvency on paper, but not a single euro comes in. If it is done to clear negative equity, the situation before the contribution was weaker than the new balance sheet shows.
- Converting reserves into capital (NV). This only moves amounts within equity. The company becomes neither stronger nor weaker, although the money does become less easy to distribute.
Check it in the next annual accounts
A contribution appears in the Belgian Official Gazette as soon as the deed is executed, but the annual accounts only follow after the end of the financial year. In those next annual accounts, the item contribution or capital (code 10/11) must have risen by the amount contributed. Something else changes too: with a cash contribution, cash rises or the debts repaid with that money fall; with a contribution of a receivable, other debts or loans fall.
On Jaarrekening.be you see the publications in the Belgian Official Gazette for every company, with the original PDF, and equity over several years side by side. If you follow a company (free for up to 5 companies), you get an alert on every new publication.
In short
An NV increases its capital, which is at least EUR 61,500. A BV has had no capital since the BCCA and receives a contribution, available or unavailable, with or without new shares. In both cases it goes through a notary and appears in the Belgian Official Gazette. Read in the deed whether money came in or a debt was converted, who subscribed and why, and check in the next annual accounts whether equity rose by the same amount.