Ok, thanks @alberto. In that case I will go ahead as I see fit, prioritising speed (so that means I should be able to get this done well before 28th jan - I will give a more precise timetable once I have started and can better estimate how much work it is).
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Happy New Year @reef-finance !
I don’t think this can wait any longer. We need to somehow start other reeflings thinking about the implications of becoming a partner in our future société simple; we will have at some point a big plenary with a lot of background reading to do, so I am conscious of the need not to overwhelm people even more by coming up with a lot of required reading in one go. So, I will go ahead and publish, and if you find any mistake or want to make an observation you can make it in the comments.
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Thanks, @alberto and sorry being late. I think it’s very well written. The only thing i haven’t got was this - “You own the SS, pro quota to the resources (normally money) entrusted to it.”, but perhaps it’s the english works i don’t understand. The rest is clear.
Hi @Justin_N
Thanks for this. Yes, what we said it to have something ready before 28th Jan, so we can share it with al reeflings for reading and have a vote during the 4th February plenary.
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Thanks for the prompt. Editing now.
Corrected:
You own the SS, pro quota to the resources (normally money) entrusted to it. This means that if you contribute 10% of the assets, you own 10% of the SS.
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Hello there, also sorry for late reply. As mentioned beforehand, I was in Brazil and really needed to take this time off. I corrected a small spelling mistake, otherwise I would have had the same comment as Ugnė. You said, Alberto, that you added the respective info. It doesn’t show up for me but maybe that’s just a browser issue. Another comment. It may feel strange, but as a German, I am really not comfortable with the abbreviation “SS” as it has meant something else in German history … Would it be ok to replace that with “SocS” or so?
Hi @reef-finance , hi @Lee
IMPORTANT. Our lawyers had a call with Mr Erneux and came back to us with answers - that are in the document with track changes saved here.
@Justin_N , as you are working on the skeleton, it might be very helpful. I am posting our lawyer’s answer as it’s very informative.
Quoting lawyer’s email 17 Jan 2024):
As agreed, Mr. Erneux and I had a phone call yesterday morning. We went through the Statutes with the trackchanges and he accepted the modifications and gave some guidelines in function of his experience.
You will find the Statutes with trackchanges joined to this e-mail, in which I added, for each modification, a comment reflecting the advice of the Notary.
Last but not least, the Notary said he would send me the final text with the accepted modifications and his own last additions.
Once you all agree on the Statutes, you can perfectly sign without the Notary.
There is no need for publishing the Statutes either.
But you need to:
• register the Company at the banque carrefour des entreprises (B.C.E.). You need to do this with an approved “guichet d’entreprise” like Xerius for example;
• register the associates at the UBO register. You can do this hereFor other general questions, I give you an answer in blue (BOLD) below.
“Je me demande en particulier s’il est bien légalement admis de dire que :
les abstentions et absences ne sont pas comptabilisées du tout dans le comptage des votes -comme ce que souhaitent les clients- (versus les abstentions et absences sont comptabilisées comme vote négatif – comme ce que vous aviez initialement indiqué dans les Statuts) ;
ANSWER: Ok : see statutes with trackchanges
les PV d’AG peuvent être rédigés en anglais – comme les clients souhaitent l’ajouter ;
Ok except for decisions concerning accountancy: see statutes with trackchanges
l’admission d’un nouvel associé doit être décidée à l’unanimité et par vote anonyme – comme les clients souhaitent le préciser.
ANSWER: Legally ok but notary advises against: see statutes with trackchanges
J’ai également ajouté un mode de décision pour le Collège de Gestion. Quelles majorités conseillez-vous pour les prises de décision du Collège de gestion ?
ANSWER: Majorité absolue (50% +1)
Enfin, il reste quelques précisions que vous saurez mieux que moi leur donner :
- Que se passe-t-il concrètement lorsqu’un héritier hérite d’un des Associés/Habitants ? Ai-je bien compris qu’en réalité, l’héritier n’hérite que des parts de l’Associé dans la Société simple (et qu’il n’hérite donc pas directement de la propriété sur un appartement en copropriété) et qu’en outre, il doit être admis par l’assemblée générale pour devenir associé avec un droit de vote.
Doit-on donc comprendre que l’héritier non admis sera obligé de céder ses parts ou de se retirer (conformément à l’article 8b) à défaut de trouver un cessionnaire admissible ? Que se passe-t-il si cet ayant cause refuse de se retirer ou de céder ses parts ?ANSWER: In this case, the Société simple will only be utilized to facilitate exchanges with entrepreneurs, architects, and investors in the context of constructing one or more buildings. It is then intended to dissolve once the building is completed. The notary will then present you with statutes the association des copropriétaires in which issues regarding succession and third-party creditors will be resolved.
- Que se passe-t-il concrètement lorsqu’un créancier tiers souhaite saisir l’appartement d’un des associés ? Ai-je bien compris qu’en réalité, il ne pourra que saisir les parts de cet Associé et le forcer à sortir d’indivision, donc à céder ses parts ? Ai-je bien compris que, si l’associé débiteur ne trouve pas de personne admissible à qui céder ses parts, il sera obligé de se retirer et que la Société devra lui racheter ses parts conformément à la procédure de retrait ?
ANSWER: The Notary confirmed to me that you will all be owners of your own unit and that you will form a classic copropriété forcée. This means that if a creditor forces one of you who has debts to sell your apartment to pay those debts, it will be able to do so. The statutes of the Association des copropriétaires will certainly also provide rules for admission. Therefore the person who buys the apartment will have to match the rules for admission. This issue should in any case be provided in the statutes of the Copropriété force.
Que signifie le terme « véhicule juridique de l’Habitat groupé » ? S’agit-il de la future copropriété et/ou de la présente Asbl ? Comment faut-il que les clients articulent leur Asbl avec la Société simple et la future Copropriété ? Quels sont les avantages de cette Asbl une fois la Société créée ?
ANSWER: The « véhicule juridique » is a phrasing for the possible Foundation, asbl or any other kind of moral person you would like to create for any non-merchant purpose (social activities for example). You already have an asbl that you can use for non merchant purposes only. The Notary said that you had already created the asbl before taking his advice. He advised to not use the asbl to create and build your buildings because it might not be considered as purely non merchant activities. Therefore, he advised for the creation of a Société Simple which can have merchant activities and create financial benefits to its members.
Je vous remercie vivement pour ce que vous me direz à ces différents sujets et reste à votre disposition par téléphone si vous souhaitez me répondre oralement.
Je vous remercie pour votre attention.
Votre bien dévouée,Madeleine DELLOYE
Avocate-Advocaat Balie Brussel
p.s. if difficult to read all this thread, i also add it in a word doc that you can find here.
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Dear @reef-finance & @Lee,
I´m finalising the draft explainer doc that we are planning to send on Sunday to everyone, for discussion at the plenary on 4 Feb. I have gotten some help in the meantime from Richard (thanks!), and I will share the doc tomorrow evening on Nextcloud with you. I know it´s short notice, but if anyone is available to have a look at it after - and before it will be distributed on Sunday (late?) - that would be great of course. I have some time on Friday and Saturday evening (and Sunday during the day) to make corrections based on your input, and/or to talk things through in a short meeting if that´s useful (yes, I have a sparkling social life 
). Thanks for your patience!
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Thanks a lot @Justin_N! Personally I don’t think it comes to a day close, so I would prioritise your wellbeing and getting to document that you are comfortable to share.
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Hi @Lee , hi @reef-finance,
As promised, I uploaded the Reef Societe Simple Annotated Explainer doc on Nextcloud.
It contains an almost full translation in English of the statutes. With thanks to Richard for previous comments. There are still some open questions, and things that require further examples and explanations. In addition, there are also simply some things that remain to be decided about the statutes themselves, of course.
I welcome any suggestions for improvement, as well as an idea as to how we are going to agree on if / when ready to share with the group, as well as how to prep for 4 Feb plenary. I imagine it may call for a short meeting?
Best, J
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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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