I have a question about the distribution key in case there would be an appel the fonds.
As far as I can see the only text we have on that is Article 7.1, which doesn’t say anything about how the insertion of new capital will be distributed:
Chaque Associé s’oblige à libérer les sommes utiles chaque fois que des appels de fonds sont diligentés, par anticipation du paiement des factures de travaux lui seront demandés.
Are you sure this is not something that we want to specify already now?
Next up I was wondering whether we don’t want to draw up some sort of informal solidarity clause. In the (very?) unlikely event that the société simple would not be able to pay back a debt, and creditors would go after somebody’s personal assets, shouldn’t we draw up some sort of informal agreement or even a contract in which we commit to compensate that person proportionate to the shares that we own?
Finally I would like to draw your attention to the difference between our statutes and those of Brutopia and De Spiegel (internal link, in Dutch, but copy/pasteable to a machine translator). What you’ll see is that their statutes are like a very detailed contract on how the costs will be distributed.
I reckon that the difference with our statutes can be explained by the fact that they only signed their statutes the moment before they started the works, but seeing all that they have detailed, I can see now that this is really not trivial. One example is all the clauses they have about putting the money in a blocked account (e.g. Spiegel, Article 5.4.1). Getting clarity on all this seems essential before we put in another 5 million euro, and if we want to work with social investors, we’ll need this even sooner.
Could you please have a look at this, and confirm that it is very likely that we’ll need to go through a complete overhaul of the statutes before we bring in the capital for the construction works?
I’ve also been thinking about this and believe that the SoSim won’t be a great debtor . Reason is that banks won’t lend to the SoSim - they prefer to hand out mortgages to individuals. Construction companies on the other hand typically don’t offer advance services for debt, instead we pay them in advance. The only ones I could think of that may allow us some debt are the architects given they know us - let me know if you have a different understanding.
I’m unsure if we should continue this thread or switch to another one (?) to finalize the statutes.
I’ve uploaded a translated version of the Brutopia statutes (NL-FR-EN side by side) here: Brutopia statutes - NL - translation ChatGPT FR & NL. I needed the text side by side to read it properly, which might also be helpful for others.
The details in these statutes are impressive and very reassuring. Apart from not having the distribution key (ownership and cost breakdown), are there any other reasons we cannot incorporate more provisions from these statutes (copyright issues) into the one of Coral-autopromotion ?
Final touches before incorporating:
what has already been discussed :
a) Majority voting: I appreciate how Brutopia distinguishes between normal majority and extraordinary majority (specifically when budgets exceed 10%). Thus, I feel that a 2/3 majority could work if a special provision is foreseen for situations where our buffer is insufficient.
b) Blocked account: We’ve asked the notary and will hear back on Friday.
what we can consider :
c) General provision: I propose that the simple partnership commits to adjusting the statutes before the start of construction (simple majority) to cover any details currently lacking.
optional
d) Distribution of shares: Mention that the current distribution is based on provisional apartment size estimates (same table used for land purchase), pending point C.
e) Contribution (“apport”): Consider mentioning that partners’ capital consists of land, labor, and money (point 5.2).
While we can always strive for a version covering all, maybe the general provision mentioned at point c) could suffice temporarily.
PS : If you want to and if copyright allows, I can attempt to incorporate provisions from Brutopia and Spiegel to further enrich the statutes during the weekend.
Following the call with the notary this afternoon, he has requested that we incorporate all remaining changes and send him the statutes for a final review before signing.
We touched upon his fees and he referred to the rates practiced by his office, which have already been communicated ( @reef-finance - I couldn’t find that information on Next-cloud - not sure if it’s stored there or maybe reserved for full members only). This review/rereading of the statutes would still be included in this package as long as we do not request extensive legal feedback from his side.
Some other remarks he made during the call that are relevant to the “société simple”:
He advises us to have someone with a legal background review our contracts before signing them. He has someone in mind and will get back to us after checking if this person is available.
He highlights that the work related to the common parts of the building will need to be handled separately (via the syndic of the Owners’ Association, which will come into existence when we divide the plot). See the information available in this document: 240628_Notaire_Questions étapes achat terrain. When I asked if we could deviate from this provision of the co-ownership law during the construction phase (as other groups have done in the past, based on reading their statutes, but these are over 10 years old, and I believe the law has changed since then), he said it is not possible.
On the issue of bookkeeping, he reminds us that we can stick to simplified bookkeeping. He suggested getting in touch with the co-housing Vosberg in Wezembeek-Oppem, who are managing it on their own without the help of a professional accountant.
He will be on vacation next week (1-7 July) and between 15-30 August. His assistant will be away between 8-21 July.
Hello @reef-finance,
My understanding is that our next big task is to finalise the statutes of the société simple.
I don’t know if you had time to go over my remarks? Or do you have an idea on how you wish to proceed?
Lucia
Hello Lucia, agree let’s discuss this plus a few others points from the coordination meeting. @ugne I don’t see an upcoming team finance meeting for this month should we schedule one, perhaps a quick poll will do to find a date.
Indeed, it’s possible I scheduled our calls for the first half a year only. Will be off site for these 3 upcoming days but will send a poll this weekend or early next week.
Thanks for the reminder!
Best
Ugné
Best of luck with the upcoming days – you’re almost done!
I have a suggestion regarding our meeting schedule. Would it be possible to extend our meetings to 1.5 to 2 hours and/or increase their frequency to every two weeks? I understand that many of us are juggling parenthood and other responsibilities, and my goal is to ensure our meetings are as effective as possible.
With the increasing workload in the upcoming months, I feel that one hour every three weeks might not be sufficient. In the meetings so far, I haven’t had the opportunity to discuss everything on my mind.
Hi all, I wonder if there have been discussions about possible taxes that have to be paid in other countries on the société simple. This discussion seems relevant considering the international composition of this group. Apparently, some countries have different laws attributed to nationality which implies that citizens of a country that live abroad still have to pay taxes to their country of origin even though they do not live (or work) there.
I ask this question because I consulted with my uncle who manages a ‘société simple’ that I am also part of. For this ‘société simple’ we are currently challenged with issues related to international revenue law because one of the share holders is moving to another country…
If there have been discussions and they have meeting minutes or decisions, where can I find them?
Thank you for answering my question
Hello Marij_e,
I believe you are asking what the tax implications could be for people who have to submit their tax declaration abroad while maintaining members of the (société simple) SoSim. We have not discussed such a case yet and I am also not aware whether it would apply to any of the current full members. It is good though that you bring it up, such that we can alert all future members that they may have to consult local tax regulations in case they are due for foreign taxes.
This sounds insane. All condominiums have some common spaces. Does this mean that, if you are Matexi, you need to create a separate legal vehicle to pay for the stairs? And when a common space has a wall in common with a private space, how do you divide the cost of that wall?
No. You only pay taxes on income, not on companies. The Société Simple we make will never distribute any income, so you will not pay any taxes on it, anywhere.
Hello,
In comparison with a classical condominium (where the builder remains the full owner of the building until it is finalised → not a condominium until that point), The Reef will be a shared-property at the moment of the start of the works.
@Alberto, I do think it may make sense to get in touch with Vosberg as suggested by the notary. They are starting construction works now and I believe they face similar challenges. In this informative post of yours from 2022 you mention you met with Alain. Any chance you kept his contact? Happy to get in touch with him.
Not just income… In some countries, the principle exists that individuals with a certain nationality are taxed on their worldwide income and assets. The banks pass on the information of the société simple account in its entirety to other countries; the tax authorities of those other countries levy on the whole and not on the part (amount of shares) of the person concerned. From my point of view, it seems important that the société simple foresees any possible issues for this complex matter in its statutes by stipulating that each person concerned must be responsible for the costs associated with or as a result of FATCA and CRS (common reporting standards) and for the taxes that would be levied on the société simple if these are the result of an action by the person concerned (residency abroad, eg.) or a result of legislation imposed by a country of which the person concerned is a citizen.
