Limited Liability Company (LLC)

The LLC is a company incorporated without share capital.

The company’s shares must be fully subscribed and fully released (unless the Statutes allow for a partial release).

Before distributing profits, the company must go to a solvency test and a liquidity test.

The solvency test aims at verifying that the company’s net assets are positive and would remain so after the profits are distributed.

The liquidity test aims at verifying that the company will still able to pay its debts for a period of 12 months after the profits are distributed.

Illimited, unless otherwise provided in the statutes.

Notarial deed (the cost may vary in function of the acting notary. Generally approximately 1.250 EUR).

A contribution is essential (although it can be distributed unequally among the founders) and must be at least equal to the equity capital that is sufficient to carry out the activity concerned.

The contribution can be made in several ways:

• in cash
• in kind
• in sweat equity (in industry) (contrary to S.A.).

Any contribution in kind or in industry requires the intervention of an auditor.

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Before the company’s incorporation, founders must establish a financial plan in light of the company’s projected activities. This financial plan must cover a period of at least two years. Although it is not annexed to the deed, it is kept by the notary.

All types of securities, except those that are prohibited.

Whether profit shares can be issued is controversial.

It is possible to tailor the rights attached to the securities.

It is not possible to exclude shareholders from any right to profits.

Securities can be registered or dematerialized.

Great flexibility (multiple voting, non-voting shares, etc.), provided that:

• at least one voting right in the company
• only shares can be given voting rights.

Requires approval, unless waived by the Statutes.

The statutes or a shareholders’ agreement may contain additional restrictions on the transferability of shares.

Specific exit mechanisms are available if provided in the Statutes, such as a shareholder’s option to resign at the Company’s expense.

Each shareholder’s liability is limited to its contribution.

In addition, shareholders who are also founders may be held liable beyond that amount in certain limited cases.

Under certain conditions, the incorporation deed may provide that certain shareholders are not considered as founders.  They escape this liability.

No liability except in case of mismanagement (incl. breach of law or statutes).

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Residual powers.

One or more directors, operating collegially or concurrently.

Composition determined by the general meeting or by the statutes.

Delegate for daily management.

Collegial or individual.
Daily managers.