Société simple: new version of the statutes and about the copropriété

The Reef
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De Spiegel had decided to pool any subsidies. This was important in their case, because some people live in renovated buildings (6% VAT) and others in newly built volumes (21% VAT). The end result was that everybody paid about 15% VAT. As they were pooling these, they also decided to pool any other subsidies (maybe heat pumps?). I struggle to see an application case in the case of The Reef.

My understanding of this process is:

  • the 34% rebate is indeed mutualized. Everyone benefits in proportion to their division key.
  • the abattement, on the other hand, is not mutualized. This is also consistent with the spirit of the law: you have a right to the abattement on a property you buy, if – and only if – you do not own any other property anywhere.
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19

Thanks for taking time to give answers guys!

There is still one thing that I did not get full reassurance on, I’m sorry if my question wasn’t clear.

With the 100k thing, I had understood that it applies to people not taking a loan, but in my case (and most of us I think), I will finance the land with my own funds, as wells as the money due to the architects when they deposit the permit, but then I will have to take a loan for the building. So my question is, what happens in between, as I won’t be able to have 100k on the account and don’t want to be forced to take my bank loan already. I assume that it will be ok to not have anything on the account at that point?
Maybe it goes without saying, but I just wanted confirmation…

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20

Thanks for insisting. The spirit of the article (currently 7.8) is that this only enters into force just before we sign the contract with the entrepreneur, which is when you will be calling your bank to take up the first bit of your mortgage.

The fact that De Spiegel created their société simple just before their works started is not to be under-estimated, and tweaking their statutes to match our situation will still need a bit of work. It’s a work in progress, and probably something we’ll only be able to improve in the next version.

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Thanks so much for bearing with me! That’s all the info I needed , I just want to make sure I’m on the right wavelength! :slightly_smiling_face:

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Hi Alberto,

Thanks for your clarifications. I have one last question: what do you mean with the 34% rebate?

Thanks again

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Hello @alberto and @RichardB,

I went through the document, replied to some comments and added some more. This version is now called “06-10 (TCs MD AC RB LH)”, and it’s saved in the “Archive” folder: Login – Nextcloud

After that went through the document again, and I accepted all tracked changes that I thought were non-controversial. I also re-edited the text a bit, separating paragraphs were needed, creating a new article here and there, and I harmonised the formatting. This version is called “06-10 (cleaned yet with some TCs left”: Login – Nextcloud

Sometimes I left some minor TCs where I made them, just because I want to be sure you’ve seen them. Once you have seen them, can you please accept them so that the document becomes cleaner?

Finally, one small comment: @alberto, I tried to respect your annotations, but in the end there are not that many explanatory comments that my preference would be to strive for a comments-free document. Would that work for you?

Here’s a list of things that need further thought or action:

Can you please have a look at these and help me out to further clean up the document?

Also: would you agree if I’d send the document to the lawyer in the course of tomorrow, with a request to check the document by Friday, or do you prefer to wait until the next iteration?

5.13 GA Vote

  • Here we have Alberto’s reformulation that aims to say “two votes per household, regardless of the number of unit they own and regardless the number of people in the household”. This wording still needs checking by a French-speaker and/or the lawyer.

5.12 and 5.14 GA quorum and majority

This we’ll address as a separate topic at the plenary. A proposal is in the proposals folder.

6.2 Board governance and quorum

Here I added a little clause based on what they have in Spiegel: quorum and no proxies. I highlighted it just so you will see it. Comments welcome.

7. Obligations des Associés

All in all this section in De Spiegel’s statutes was a bit messy (things were added on top of things etc, sometimes they were in the wrong place, sometimes they were overly specific). The different stage that they were in when they incorporated also doesn’t help.

I tried to clean things up a little and simplify stuff where possible, but more work is needed.

Key points I would like to improve, with the help of Mark and the lawyer:

  • Get rid of the clauses on subsidies if possible.

  • Be clear on what the “document de réservation” is, and hence clarify that the 100k clause only kicks in just before we sign the contract with the entrepreneur.

  • Add more clarity on the distribution key: the text is a bit messy and all over the place when it’s stating which costs one is expected to cover. Having it well defined in Article 7.5 (“montant de l’apport financier”) should fix this.

  • The point on the cost of the purchase of the site (Article 7.8) is an illustration of the messiness around costs. I’m hopeful we can improve this.

  • Alberto’s top-up clause (Article 7.9) needs to be checked by the lawyer.

9.3 Retreat

@sarah asked a question about what happens to the people who vote “no” if the group decides to increase the budget by more than 10%. In De Spiegel’s statutes this is rather clear (this gives people the right to leave), so I left a comment with a question to the lawyer.

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@reef-finance, I noted that at the end of the document it says “destiné à un dépôt machin truc chez le notaire à Namur”, which reminded me to check with you whether you have everything in place to get things moving once the statutes have been approved?

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My understanding is that you cannot satisfy both at the same time (i.e. mutualise rebate and pass on the abbatement) as they are mutually exclusive, I suggest we revisit in Team Finance.

The rebate (actually 36% of the initial registration fees), can be claimed upon the second transaction, when the initial buyers sell lots to the non-owners. It is important to compose this second group (as much as possible) of buyers who have the right to the abbatement, so as to avoid payment of additional registration costs. Here a summary in NL/FR: Zo dient u een teruggave van uw betaalde registratiekosten in

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26

It’s just a tax discount. When you buy a site, and then resell it within two years, you get 36% of the VAT back. VAT on 1 mil is 210K, one third of that is about 70K.

Let’s do that.

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@reeflings,

For those who are not following this in detail: we now have a pre-final (clean enough to read) version, which is saved in the “société simple” folder: Login – Nextcloud

The major points for improvement are listed in post no 23 above. All feedback is welcome, with no promises though that we will find the energy or mindspace to make it to perfection.

There will be a topic on Saturday’s plenary meeting, where we will go over the major changes and seek consent on a couple of issues that require a group consent decision.

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@marcelh this is also for your information.

Lang verhaal kort: we richten volgende week onze maatschap op, en je bent erbij! We worden maatjes! :blush:

Alle feedback welkom. We kunnen ook even bellen als dat helpt.

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@Lee @alberto (@richard)

Still a remark linked to the 10%, I assume this is on the casco price? (or is that a detail?)
No need for me to integrate this in the current statutes, but maybe to save somewhere for the revision in 6 months?

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Yes, it must be casco and it’s on my list.

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Announcing a new group tag: @coral-board

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Hello @reef-finance,

I would like to take up the task of reviewing the statutes and correcting the last couple of issues that are sub-optimal enough to require a change.

When I browse through your files, I see a pdf’ed version in the “Triodos - opening of a bank account” folder, which does not correspond with the one higher up, dated 08-10-2024.

Would it please be possible to point me to the last version?

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We used a provisional statute back to start the bank account process (for all it got us). The most recent version is this: Login – Nextcloud

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I also needed to provide clean statutes to the guichet for the inscription. The link Alberto provided is indeed the one with comments that would need to be addressed.
Yesterday I provided Triodos just with a version that comes with an updated members registry, which you could copy over: Login – Nextcloud

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I’m working on it now. Kind request to everybody to stay out of the file until I finish unless you are using Microsoft Office.

The formatting of the entire file got corrupted (again), meaning all the (automatically-numbered) article numbers went to shit. I’m correcting it now. It’s more time-intensive than one would think, so I would like to reduce the risk of things going to shit again before I can make a back-up.

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Thanks @Lee! Can you notify once the cleaning is done. I would like to send it to VDK as a first round of information on our project (they specifically asked for the statutes).

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@Hannah I finished and I created a special version for you named “clean” in the archive folder. You can choose between a .doc or a .pdf. The pdf is going to be stabler in terms of formatting, which is not to be underestimated (look away and the article numbers change :neutral_face:)

@reef-coordination I finished going through the document, and I’m left with about 10 questions or issues that I think need another check. From here, if you agree, I would contact Mark (two questions) and then seek legal council, either from the new people who joined or else from Madeleine. Would that work for you?

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