General partnership (SNC/VOF)

Description of the SNC/VOF

A general partnership (société en nom collectif/vennootschap onder firma) is entered into by partners who are jointly and severally liable. Its purpose is to carry on a civil or commercial activity under a corporate name.

Partnership

The SNC/VOF is a société de personnes/personenvennootschap  (partnership of individuals) in the full sense, which means that:

  • the death of one of the partners results in the company being wound up;
  • the partners can neither sell nor give away their stakes without the agreement of the other partners;
  • all decisions must be taken unanimously.

Joint and several liability of the partners

The partners are jointly and severally liable for all commitments entered into by the company, provided that these commitments were made under the corporate name and signed by at least one of the partners. If the SNC/VOF goes bankrupt, the partners are also declared bankrupt.

Incorporating an SNC/VOF

An SNC/VOF is incorporated by drawing up a registered private deed (actesous seing privé/onderhandse akte). All business documents issued by the company must clearly indicate that the company is an SNC/VOF. The SNC/VOF is subject to corporation tax.

This type of company may be an effective form of partnership between people in liberal professions. It is also suitable for complementary activities performed by self-employed people as well as for joint ventures.

Advantages

  • Incorporation does not require a notarial deed: a private deed is sufficient.
  • The private nature of the company is safeguarded, since shares cannot be transferred without the agreement of the other partners.
  • The disclosure requirementis limited.
  • There is no required minimum capital.
  • Work done by the partners can count as ‘contribution’.

Disadvantages

  • The partners are jointly and severally liable.
  • Business documents must state that the company is an SNC/VOF.
  • If the company goes bankrupt, the partners are also declared bankrupt.

Capital

There is no minimum amount, but the partners must contribute to the SNC/VOF the full amount that they pledged to invest in the articles of association.

Articles of incorporation

The articles of incorporation may take the form of a notarial deed, although this is not compulsory.

Legal and administrative obligations

A copy of the articles of incorporation must be filed at the registry within 15 days of the final articles of incorporation being drawn up. The registrar arranges publication in the Belgian Official GazetteExternal link.

All companies must enrol on the register of legal entities kept at the commercial court registry. The registry will assign the company an enterprise number.

Once they have enrolled on the register of legal entities, companies wishing to engage in commercial activities must register as traders at the Crossroads Bank for Enterprises (Banque-Carrefour des Entreprises/Kruispuntbank van Ondernemingen) via a business counter (one-stop shop for businesses)External link (French-Dutch).