In the spirit of our commitment to Open Knowledge, we are hereby publishing a copy of the statutes (minus the personal data) under a creative commons licence.
This post provides a short introduction to what a société simple is, why we need one, what the implications are of being a member, and why we included certain clauses.
1. Introduction
1.1. What is a société simple and why do we need one?
A société simple (NL: maatschap, EN: partnership) is one of the most flexible legal forms to unite a number of individuals with a shared purpose. Its distinguishing features are that it doesn’t have legal personhood and that it operates under unlimited liability. The latter means that creditors can come after the partners’ personal assets if the société simple would not manage to pay its bills.
Cutting a long story short, a société simple is the only possible legal structure for cohousings that want to deliver their units casco (i.e. outside of the Law Breyne). The reasoning is that at some point as a group we are signing contracts with third parties like the architects or the entrepreneur for such substantial amounts of money, that it wouldn’t be safe for them to sign these contracts under limited liability. Because if that would be the case, a cohousing could just declare bankruptcy, and the people they worked with would never see their money.
1.2. What are the requirements for the statutes of a société simple?
In sum there are very limited requirements for the statutes of a société simple. There are a few, and it’s recommended to consult a lawyer or notary when you are drawing them up, but in essence it is very free and flexible.
The main purpose of the statutes is bringing clarity. This clarity is firstly needed by our business partners, who will find information about how we function - how the Board works, what they can and can’t they decide etc - so that they can assess whether they want to work with us. Secondly it’s also the partners themselves who need some clarity, mostly on the legal and financial arrangements.
1.3. The history of Coral Reef’s statutes
A long story short we first received a boilerplate (very generic) template from our notary. We then noticed that the hacks to mitigate the risks of the unlimited liability were not included (introduced to us by our coach Mark Van den Dries, the founder of Brutopia) and decided to go for a second version.
We contacted a lawyer and asked her to integrate a set of specific clauses taken from the statutes of Cohousing Ilôt De Spiegel. After that we found out we needed a final round of minor corrections. Eventually, in December 2025, after two years of tweaking the document, the General Assembly adopted a revised version of the statutes.
2. The main clauses that improve financial safety for the Associates
Engaging yourself in a société simple should not be a light decision to take. As Alberto used to say in his introduction “you should be worried, but not terrified.” If you are not worried, it may be that you don’t fully understand the risks that result from the unlimited liability. If you are terrified, it may be your body telling you that you are not on board with this kind of risk (i.e. probability x impact).
In the early days of The Reef, when we were still in the visioning stage, we were actually pretty terrified by the idea of running a société simple in self-management. It was only when we met our coach, Mark van den Dries, the founder of Brutopia, that we better understood that certain risks can be mitigated or “hacked”, which is what has been done in the statutes of our sibling cohousings (Brutopia, l’Echappée and Ilôt De Spiegel).
One of the elements to protect Associates from other Associates who are not paying their due share is in Article 7.10 and 7.11, where it says that those who will pay (partially) through a mortgage need to present a proof from the bank that a mortgage will be granted (three months after the signature of the so-called “reservation document”), and that those who will pay with their own funds need to transfer 20% of the casco price of their unit to the société simple’s bank account. Another element to protect the group, – in case an Associate stops paying after the works have started – is in Articles 7.15 and 7.16, which say that not paying is a reason for exclusion, but more importantly, that the société simple has the right to demand access to all sources of income this Associate has (salary, replacement revenue etc).
3. Formal vs informal governance
One very important element in The Reef’s governance is that we have an agreement to function based on our informal governance methods as much as possible. This means that we will always rely on our Governance Document when it comes to decision-making, conflict resolution etc, and that we will only switch to what the statutes stipulates on matters like this when we have reached a complete stalemate.
Made more concrete this means that we will strive to make all decisions based on consent or consensus (depending on what the Governance Document prescribes), and also that we have all taken an oath to never sue each other. We started this project from a vision of collaboration, power-with and investing in dialogue even when things get difficult, and that’s exactly how we want to make it to the finish line.
That doesn’t mean however that we are neglecting our formal governance. Our statutes prescribe that we organise a General Assembly four times per year, and that’s exactly what we do. Contrary to the GAs that you may be familiar with if you own a flat in a copropriété, our GAs are just a formalisation of what has happened in the last quarter: we write up the main decisions (that have already been taken), so that they are documented and signed in a formal “procès verbal”. The Board also reports on the financial state-of-play, summarising what happened in the last quarter, and what is to be expected in terms of cash flows for the coming quarters.
4. How to use the document
If you are a cohousing group and you want to use the document for inspiration, you are very welcome to do so. Please note that it still has its imperfections, so please be mindful when you copy/paste things. Because of the mix between the two sets of statutes that we used, the document is also less lean than it could be, so if you would have somebody who would continue to work on it, it may be an idea to instruct them to make it leaner.
If you are somebody who is interested in joining The Reef, we recommend that you read the explanatory readings that we have prepared while we were starting up the société simple (links below). And of course, please also never hesitate to ask a Full Member who is at ease with these legal things to answer any questions you may have. As Alberto once said
5. Further reading
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Introduction to what a société simple is: The société simple: a high-level primer
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Our early thinking about a société simple and the risks it entails (no longer fully up-to-date): Société simple basics.pdf - Nextcloud