Hello there, thanks a lot for the hard work, amazing result!
I noticed something small missing on p. 4 at the top, see screenshot:
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Thanks so much again @Justin_N. The work that you did for me is super useful, and I can see this has taken you a massive amount of time. So thank you!
Personally I need some more time to be able to provide a couple of detailed comments, but having browsed through the document, I think it’s good to go for the first reading that we’ll have at the plenary. So my suggestion would be to prioritise giving people more time to read the document over improving the current document in the margings, but up to @reef-finance of course to make that call.
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Thanks @Lee, I appreciate the kind words! I agree: I´m fine with this being shared in current state. Also because I think that the 4 Feb plenary´s main purpose is to really discuss, with as many as possible, the Statutes in full to unearth all potential unclarities, loopholes, existing open questions and objections from the group. So I feel time for people to read & reflect in advance is most important.
All best, Justin
Ok, @reeflings, hereby ends the Helping Circle for the Société Simple. Our mission is accomplished, thanks @reef-finance!
Next up: please could everybody read, before the 4th Feb plenary, the following documents:
- The high-level primer, that explains what a société simple is, and where it sits in Belgian company law (visible to all).
- The annotated explainer of the statutes, that explains the specifics of the particular société simple we are creating (needs Nextcloud login).
We will discuss them at the plenary, and if people do not come prepared it will be a very long plenary.
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thanks for all the work 
I have some extra questions, i guess it might be easier for you to have them upfront maybe/written down, so here i go…
- Everyone is named individually in the Societe Simple Statutes, so I guess for the Societe Simple the notion of ‘belonging to one family’ is not important in anyway here and so the ‘shares’ are calculated per person and not per family unit. (i read further that for voting it has some influence )
- If i read the definition of ‘an Associé’ i understand that the people buying some units for renting goals (inclusion) , are part of the Societe Simple, but i don’t see any name enlisted yet, hence my question?
- The Société Simple is only there for duration of the construction of the site and will seized to exist once the construction is finished. But i read it is for a minimum of 10 years (and can be extended ). Why the 10 years? Legally/to be absolutely sure the construction will be finished? Is there still any risk of having the Société Simple once the construction has finished, i guess not?
- say we find a site tomorrow, (i assume the société simple will be constituted asap), we don’t have all members yet for the project. How will you calculate the shares? I guess you will need to know exactly how many units there will be, so we will beforehand define the size of the ‘not taken appartments’ or how will this work? (Not so related to the doc, so you can forget about this one)
- still another question on the implications of being a member of the Société Simple and linked to the sentence ‘each of the partners is fully responsible for the total debt of the partnership’. Please correct me if i am wrong:
– once the Société Simple is constructed, every Associé should pay a certain amount, according to its shares => i assume this is this 15% (or sth around that number) of your appartement that needs to be paid. This is to buy the land (and pay for architects plans/permis?)
– once the construction of the building will start, i guess all/most of us will get a loan with a bank
and the bank will loan us money in parts, based on the invoices we will present during the construction.
- Say the Société Simple creates a debt of 800,000 , before anyone has taken up a loan (probably not very realistic)
Will the debt of 800 000 be divided accordingly to the shares among the Associés? Or
Say there is one Associé with 800,000 and all the rest of the Associés don’t have any money, will the bank/or whoever comes for the money turn to this one Associé?
Or Say there are two Associés with money, one with 800,000 and one with 500,000, if the bank would turn against those two members, how will the division be done? - Say the Société Simple creates a debt of 800,000 after the loans have been taken up. Can the part of the loan be used that hasn’t yet been freed by the bank, for paying the debt?
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Let me try to have a go.
Indeed, though voting rights are not in function of the amount of shares different partners have.
I read it the same as you. Simply, that list will be updated immediately before incorporation.
We covered this in the plenary: the law mandates to put a duration in the statutes of all companies, an 10 years is a sort of tradition. However, most companies include provisions for early dissolution and life extensions, and so do we. Coral will live until the building is finished, and then we will dissolve it.
Shares are a function of the money committed, which is a function of the size of the units each household wants. As new partners enter, they commit more resources and receive more shares. Just imagine you receive 1 share of Coral for each 100 EUR you commit to it.
When we incorporate, we do not automatically commit a fixed quota of the value of our units, no. We commit the money that we need at that point, and not more, and we do that in proportion to the size of our units. Suppose in the early days we need to pay an advance of 60,000 EUR on the site; only you and I are partners; and you want an apartment of 80 m2, whereas I want one of 40. Each of us will pay 60,000 x (surface of our respective apartment / (80 + 40)). You will pay 40,000, and I will pay 20,000.
The rest is correct.
A debt for what? If it is a debt meant to build The Reef, for example a fee to pay the architects design and building permit request, then yes, we divide it. If members of the group turn out to be unable to pay, the architects have a right to seize assets belonging to any members.
Basically, the thing to remember is: when our internal pact works, we are responsible pro quota of the money contributed. When our internal pact fails, external creditors will go for the easy targets, and internal redistribution of the burden is for us to negotiate among ourselves.
Again, what would this debt be for? If it is for building The Reef, the bank will simply free up more of the loan, as it has evidence that the work is progressing.
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Hello @reef-finance,
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?
Statute reform is not trivial, but neither is it a disaster. We have done it before. In need, we’ll do it again.
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.
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I agree with you, Richard.
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.
Good night,
Lucia
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Good afternoon @reeflings,
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.
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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.
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Hi @reef-finance
Hi @RichardB
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.
Thank you for considering this.
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Sure, we can always do that and cancel later if needed.
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
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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.