The private limited company is a legal entity with limited liability whose shares are in principle not freely transferable.
The public limited company is a legal entity whose share capital is divided in shares which are, in principle, freely transferable.
A cooperative company is a company with a cooperative purpose. In other words, this form of company aims to meet the needs of its shareholder or third parties and/or to develop their economic and social activities.
Depending on the company form that you choose, you will be subject to other legal rules. By opting for a specific legal form, you make it known to third parties (other persons) which legal rules you want to submit to. Given that each company form has its own legal regime, you have to consider which legal regime bears the closest resemblance to your preference.
The main difference is that of companies with unlimited liability (a partnership (maatschap), general partnership (VOF) and limited partnership (Comm.V.)) and companies with limited liability (a private limited company (BV), cooperative company (CV) and public limited company (NV)). In the case of companies with unlimited liability, partners run the risk of being held severally and unlimitedly liable for debts of the company. “Joint and several” liability means that the creditors can call upon the full debt of each partner. This is not the case with companies with limited liability. With such companies, shareholders run the risk of being held severally and unlimitedly liable. They are only subject to liability up to the amount of their respective contribution. Business managers and directors can, on the other hand, always be held liable for their management errors.
A second often frequent distinction is the distinction between partnerships (personenvennootschappen) and capital companies (kapitaalvennootschappen). With a capital company, the focus is on the capital, i.e. the bringing together of assets/properties. The only capital company still remaining under Belgian law is the public limited company. The public limited company has an authorized capital which can be increased and reduced. In the case of partnerships, it is, most importantly, about who your partners in the company are. Since in partnerships, partners often work together, it is important that you determine in advance the persons with whom you collaborate and who can join the company as partners. The following are to be considered as partnerships: the partnership (maatschap), general partnership (VOF) and limited partnership (CommV). The private limited company and the cooperative company also present a number of characteristics of a partnership.
Legal personality is often also a distinguishing criterion for companies. If a company has legal personality, a creditor can directly address a claim to the office of the company. If the company has no legal personality, the creditor shall have to address his claim to each partner individually. The partnership (maatschap) is the only company without legal personality. The general partnership, limited partnership, private limited company, cooperative company and public limited company have legal personality.
The form in which you are required to incorporate your company also constitutes a distinguishing criterion. You can incorporate the partnership, general partnership and limited partnership by a private or authentic deed. You must incorporate the private limited company, cooperative company or public limited company by authentic deed.
Through this platform, you can plan remotely, from start to finish, the incorporation of your private limited company, cooperative company or public limited company. For other legal forms, you can also sign electronically and remotely the deed of incorporation with your notary, but this is not possible through this platform yet. For more information about this topic, you can always turn to the notary of your choice.