19 September 2018

Sole partner or shareholder: what is possible and what is allowed?

Ownership of all shares by a single person without implications for a company’s legal continuity is only possible for two legal forms: the public limited company (NV/SA) and the private limited company (BVBA/SPRL). Company law states that other types of company may not exist as sole proprietorships. In the case of single-person NVs and BVBAs, a few points need to be made, however.

If all the shares in an NV end up with a single shareholder (whether an individual or a legal entity) or the shares of an BVBA end up with a single partner who is a legal entity, this single shareholder or partner has a period of one year to restore normality. Failing this, the shareholder or partner in question will be jointly and severally liable for all commitments of the company entered into from the time it became a sole proprietorship until the restoration of normal status. The sole shareholder or partner does not become a co-debtor, but may have debt claims addressed to it directly by any creditors. Limited liability is restored once the company has a second shareholder or partner again. The joint liability thus relates to a specific period (that of the sole proprietorship), rather than to specific commitments.

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A legal entity which sets up a BVBA alone or an individual who sets up or continues a BVBA alone (other than by inheritance of its shares), will – without a grace period to restore the situation to normality – also face joint and several liability until a new partner is brought in or the company is dissolved. In addition, the single partner then has one year in which to fully pay up the capital – to the amount of at least EUR 12,400 (again, on pain of becoming jointly and severally liable until normality is restored).

Conclusion: while it is possible to be a single shareholder or partner, without an accurate risk assessment it is definitely undesirable!


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