Partnership limited by shares (SCA/CVA)

Description of the SCA/CVA

A partnership limited by shares (société en commandite par actions/commanditaire vennootschap op aandelen) is a partnership entered into between one or more jointly and severally liable partners, known as managing partners (commandités/beherende vennoten), and one or more limited partners (associés commanditaires/stille vennoten), who only bear limited liability specific to their investment amount.

Features

  • The company consists of at least two shareholders, one of which must be a managing partner and the other a limited partner.
  • The liability of the limited partners is limited, whereas that of the managing partners is joint, several and unlimited.
  • Bearer shares may be issued.
  • Shares are freely tradable.
  • The manager may be appointed as a statutory manager.
  • The securities representing the capital are bearer securities.
  • The managers must be mentioned in the articles of incorporation; they are always liable  as founders of the company.
  • The director or manager may be a natural person (i.e. an individual).
  • Managers are always partners bound by joint and several liability.
  • The agreement of the managers is always required to amend the articles of association.
  • The SCA/CVA ends upon the death of the manager, unless otherwise specified in the articles of association.

Capital

The minimum capital of the SCA/CVA is €61,500.

Advantages

  • The liability of the limited partners is limited to their contribution.
  • Transferable shares can be bearer shares.
  • This form of company is very suitable for a succession.

Disadvantages

  • The liability of the managing partners is unlimited for all debts. 
  • A notarial deed must be drawn up.
  • There are accounting obligations in relation to publication and the requirement for double-entry bookkeeping. 
  • The starting capital is high.

Articles of incorporation

The SCA/CVA must be incorporated by means of a notarial deed.

Directors

The society is run by partners specified in the articles of association. The managing partners may manage the company on their own.

Legal and administrative obligations

  • Registration at the registry of the commercial court 
  • Publication in theBelgian Official GazetteExternal link 
  • Registration of deeds at FPS Finance 
  • Obligation to publish accounts.