Start-ups and spin-offs: new opportunities for entrepreneurs with ideas but with less cash

Posted on 06-05-2020

Until recently, it was difficult as a co-founder of a startup to capitalize on your expertise and future work. In practice, only cash or previously developed and protected technology could be brought in in exchange for shares.

The new Belgian company law now finally allows to involve also the technological expert as a full partner in the incorporation, next to the financiers.  For the Private Company (BV), the legislator is now looking more realistically at the needs of the start-up company.

The expert as a full partner

This offers new opportunities to the founders of spin-off and to all start-ups who want to use a newly developed product or service as the basis for their activities. The rules on contributions in kind have been relaxed, as (future) labor and know-how can now also be contributed to statutory capital of a BV.

The valuation of the contribution of labor and / or know-how is done in the same way as the valuation of any other contribution in kind. The founders will have to provide a sound valuation and the statutory auditor will have to give its opinion.

This contribution can thus be put in balance with the contribution in cash.

Widening, no relaxation

However, the abolition of the capital requirement does not mean that fewer resources have to be made available to the company. The founders will still need to provide an initial capital sufficient for the planned activities of the company. This amount will therefore have to be determined case-by-case on the basis of the business plan.

The renewed company legislation and in particular the contribution of labor and know-how to the BV thus helps with the difficult balancing act between the contributors of the financial resources and the contributors of the technology.

With the right guidance and knowledge of the possibilities offered by the new company law, the negotiation position of the inventor, developer or author is considerably strengthened.

Feel free to contact us for more information and advice.