Capital increase in Belgium: how it works in an NV and a BV, and why it is a sales signal
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The short answer
A capital increase (kapitaalverhoging) is how a Belgian NV raises its capital, legally at least 61,500 euros. Under the Code of Companies and Associations, in force for new companies since 1 May 2019 and for all companies since 1 January 2020, a BV has no capital: it issues new shares or accepts a new contribution. Either way the general meeting decides as for an amendment of the articles (a quorum of half the capital or of the shares, and three quarters of the votes cast), and a notary records the decision in an authentic deed. A contribution in kind (inbreng in natura) also needs a board report and an auditor's report. The deed is filed within 30 days and published in the Annexes to the Official Gazette within 10 days of filing, under the heading "kapitaal - aandelen".
The rules below come from the Code of Companies and Associations and its introductory law on Justel, the National Bank's filing model and the Official Gazette search form, all read on 1 October 2026. This is general information, not legal advice.
NV or BV: capital increase or new contribution
On 1 January 2020 the paid-up capital and legal reserve of every existing BVBA were converted, without any formality, into an equity account made unavailable by the articles (article 39 of the introductory law of 23 March 2019). The NV kept its capital, so kapitaalverhoging is still its legal term.
Point | NV | BV |
|---|---|---|
Legal term | Capital increase (art. 7:177) | Issue of new shares (art. 5:120, §1) or extra contribution without new shares (art. 5:120, §2) |
Minimum | Capital of at least 61,500 euros (art. 7:2) | No capital; equity at formation must be adequate for the planned activity (art. 5:3) |
Who decides | General meeting, or the board within the authorised capital set in the articles, for five years at a time (art. 7:198 and 7:199) | General meeting, or the board if the articles give it that power, for five years at a time (art. 5:134) |
Majority at the meeting | Half of the capital present or represented, three quarters of the votes cast (art. 7:153) | Half of the shares present or represented, three quarters of the votes cast (art. 5:100); ordinary majority for a contribution without new shares |
Reports for a cash increase | Board report on the issue price, plus a review by the statutory auditor or, if there is none, a company auditor or certified accountant (art. 7:179) | Board report; auditor's review only if the company has a statutory auditor (art. 5:121) |
Reports for a contribution in kind | Board report plus auditor's report (art. 7:197) | Board report plus auditor's report (art. 5:133) |
Where it shows in the accounts | Capital, code 10 | Contributions outside capital, code 11 |
How capital and contributions fit into the balance sheet is explained in equity in the Belgian annual accounts.
The procedure step by step
The board prepares a report. It justifies the issue price and the effect on the shareholders' rights. Without the required reports the decision is void. Shareholders who all attend can waive them unanimously, except for a contribution in kind.
The existing shareholders get first refusal. New shares paid in cash must first be offered to them in proportion to what they hold (art. 5:128 for the BV, 7:188 for the NV).
The general meeting votes with the quorum and majority for an amendment of the articles.
A notary records it. Every amendment of the articles of a BV or NV must be made in authentic form, on pain of nullity (art. 2:5, §4). For an NV the Code says so again in article 7:185. If the shares are subscribed later than the decision, a second deed records the subscription.
Filing and publication. The deed and the updated articles are filed with the registry of the enterprise court within 30 days of the deed (art. 2:8) and published in the Annexes to the Official Gazette within 10 days of filing (art. 2:13).
Contribution in cash or in kind
In cash. The money is first paid into a special account in the company's name at a bank in the European Economic Area, and the proof goes to the notary. The company can only use it after the notary has told the bank the deed was signed (art. 5:132 and 7:195).
In kind. A contribution in kind is anything other than money with an economic value: a building, machines, a business, shares in another company, or a receivable on the company. The board explains why it matters to the company and gives a reasoned valuation. The statutory auditor or, if there is none, a company auditor (bedrijfsrevisor) appointed by the board checks the valuation methods and whether the value at least matches what the company gives in return. Without these reports the decision is void (art. 5:133 and 7:197). An NV cannot accept a promise of work or services as a contribution in kind (art. 7:196).
Where it is published in the Official Gazette
The legal persons search on ejustice.just.fgov.be has a heading filter. Capital increases and new contributions sit under kapitaal - aandelen (in French capital, actions). The heading covers capital and shares in general, so it can also carry changes other than an increase; open the publication before you act on it. The publication is a scanned notice. The board and auditor reports are filed in the company file at the court registry, and the Gazette only announces them (art. 2:14).
The heading is rarely alone. On 1 October 2026 we searched postcode 9000 (Ghent) for September 2026 under kapitaal - aandelen and got 15 publications: 11 carried at least one other heading, often statuten, and 5 were combined with ontslagen - benoemingen, so a change to capital or shares and a change of directors came in the same publication. A contribution of a whole business or branch of activity is a different operation, published under the restructuring heading; how to track mergers and demergers covers that route. The search form itself is explained in how to search the Belgian Official Gazette.
Why a capital increase is a sales signal
New funding. Investors who subscribe new shares bring cash with a plan attached: hires, a new product, a new market.
New shareholders. A new owner often reviews suppliers, systems and reporting. The publication may name the subscribers; later share sales between shareholders are not published, as the Belgian register of shares explains.
Expansion. A contribution in kind of a building, a fleet or shares in another company often comes with a reorganisation around growth.
Rescue money. Not every increase is good news. A parent putting money into a loss-making subsidiary, or a shareholder loan turned into shares, can follow negative equity and the alarm bell procedure. Check the last filed accounts before you read it as growth.
A capital increase works best next to other signals, such as vacancies or a new site; the eight B2B buying signals shows how to combine them.
How to track capital increases
Run the Gazette query every week. Postcode, a date range of the last seven days and the kapitaal - aandelen heading. For accounts you already know, search on the company number.
Read the publication. Look for the amount, cash or in kind, and the names of new subscribers where they are given.
Check the accounts. Equity is code 10/15 and contributions code 10/11 in the National Bank's filing models. The increase appears in the first accounts filed after the deed, which can be more than a year later: accounts are approved within six months of the year end and filed within seven (art. 3:1 and 3:10).
In Bizzy, the Documents tab of each Belgian legal entity lists its Official Gazette publications and can be filtered by type, so capital changes sit apart from director changes and annual accounts, and the Financials tab shows equity and capital over four filed years from the National Bank. You can start for free; the plans are on the pricing page.
Frequently asked questions
Can a BV still do a capital increase? Not in the legal sense. A BV has had no capital since the 2019 reform; it issues new shares against a contribution or accepts an extra contribution without new shares.
What is a contribution in kind? A contribution of anything other than money that has an economic value, such as real estate, equipment, a business or a receivable. The board must value it in a report and an auditor must check that valuation.
Where can I find a company's capital increase? In the Annexes to the Belgian Official Gazette, under the heading kapitaal - aandelen. Search free on the company number or on postcode and date.
Is a capital increase always a good sign? No. It often means new funding or a new shareholder, but it can also be a recapitalisation after losses. Compare it with equity and the result in the last filed accounts.
Photo: the church of Saint Germanus in Tienen, Chris06, CC BY-SA 4.0, via Wikimedia Commons