General remark: I would like to NOT reopen the discussion on the statutes. If there is not major problem that you really cannot live with, I would recommend to just consent to incorporating with these statutes, with a promise to review six months down the line.
This is because some of us have been labouring on this for one year, and failure to approve swiftly would come as a hard blow on our morale.
I think it goes without saying.
Because that’s in the law, which overrides whatever we might write in our statutes.
We will explain, yes. This is only for people who DO NOT take loans, anyway.
The property pruchase is a tricky operation, which we undertake as a group in solidarity across two steps, with shared risk and the objective of reducing total transaction costs. The first transaction of 1mn EUR is above the abbatement ceiling of 300k which is why only property owners who cannot claim the abbatement form this group. During the second transaction the first group (property owners) sell lots to the second group (who do not own a property and have a claim to the abbatement) before the construction starts. On this second transaction we will pay minimal registration fees because of the abbatement and we can proportionally recuperate 34% of the initial transaction costs of 125k. Given the interdependent nature of this process it seems fair to mutualise related costs.
This actually comes from Spiegel’s statutes, where they signed a reserveringsdocument upon joining the group and I agree it makes no sense in our context. Before construction start we indeed refer to intra-group lending and afterwards to bank loans.
This does come from De Spiegel’s statutes, but we do want it – again for the people who are not taking loans – @mieke , this does not concern you. It is an intentional upgrade from the April version of the statutes, not a leftover from bad editing. The reasoning is:
people who take loans provide financial security by connecting their loans to an account of Coral. They are thus prevented from spending their loan money elsewhere. This function as a guarantee for the rest of the group: it guarantees that, when the construction company’s invoices come through, we can pay them, and the work does not slow down.
with people who do not take loans, like myself, this mechanism does not apply, and we are copying from De Spiegel a different one: that consists in keeping 100K in Coral’s account.
I see that this is a general remark, so the following might not be necessary, but I just want to make sure there is no misunderstanding
I said it already, but I’ll say it again (and more extensively) : I have a huge amount of gratitude for all the work that you guys have done. I have been involved with the statutes for a very short amount of time, and it created a massive amount of stress for me, so I definetly value how much efforts you guys have been putting into this.
Also definetly not trying to reopen the discussion!
Just thought it would be helpful to point out a couple of little things that I thought could have fallen through the cracks (my thinking was that after working on a document for a long time, there are things that I personally just don’t see anymore, and I like to have it pointed out to me).
And the rest is just things that I would like to understand for my own sake (for instance getting reassurance about how the next step will plan out re when we have to start taking bank loans, because I don’t have 100000 euros left after buying the site…).
But beyond that, my thinking is definitely just to vote yes to whatever you guys decided!
Once more: the 100K provision is only for people who are not taking loans. Article 7.7 says:
Les Associés ont le choix:
soit que l’institution financière s’engage à bloquer les fonds et à ne les libérer qu’au bénéfice de la Société […]
This is the case where you are taking a loan, and the money from the loan goes directly to Coral
soit que les fonds soient versés sur un ou plusieurs comptes au nom de la Société, individualisés par Associé (si possible sous la rubrique de l’Associé concerné). Les Associés s’engagent à verser CENT MILLE EUROS […]
This is the case where you do not take a loan to finance your Reef unit, and then you obviously do have the money.
Thanks a lot @Sarah! Sometimes the questions and comments can be a bit overwhelming from where I am standing (more work!), but I think it’s very important that we keep the space open for questions, and I felt very grateful for the things you spotted (see more detailed replies below).
You are right, but I don’t have the mindspace to address it. The reason I feel ok to deprioritise it, is that it has no legal consequences. If you would like to add a sentence, please feel free to do so though.
In De Spiegel’s statutes, there is a clause that says that this is a reason that gives Associates the right to leave the société simple. I added a note to the lawyer to ask to be more specific on this.
Before anyone panics, I think it’s important that we create clarity around the fact that this is an emergency option that is not intended to be used. We have an informal promise towards each other that the budget will not increase more than 10%.
There are however, very unlikely but not impossible scenarios in which it will just be necessary to increase the budget by more than 10%. Without it, it may not be possible to finish the units (which is necessary to be able to sell them afterwards for those who would want to). The clause we have here leaves it to the judgement of 83% of the housholds to decide that increasing the budget by more than 10% is the lesser evil.
Here’s a machine translation of the Spiegel clause (4.3 p. 3). You will see that it’s a bit fuzzy, and that it focuses on finding an alternative solution:
"Withdrawal from the partnership is not permitted after three weeks after the signing of the reservation document, a model of which is attached in the appendix. However, in exceptional circumstances, the General Assembly may allow a partner to leave the partnership.
A partner may leave the partnership if the cost price of the works (excluding VAT) exceeds the budget provided for in this partnership by more than 10 percent. The partner who wishes to leave must inform the partnership of his decision within 10 days after he has been informed of the budget overrun.
If the General Assembly wishes to look for alternatives to remain within the budget, such as savings, postponement of investments, other methods of carrying out the works and the like, the withdrawal will be suspended for two months; if, as a result of new measures, the budget overrun is reduced to a maximum of ten percent of the budget provided for in this agreement, the decision to leave will no longer have any effect."
Well spotted, thanks a lot. I removed the line under 6.11.
Super well spotted, thanks a lot! There was a line break missing, which I now added. So “dans les cas exceptionnels” is a different topic (i.e. when people need a bridge loan), it has nothing to do with what happens if the costs turn out to be lower.
Yes. Corrected now.
I don’t think this concerns the abattement, but I took a note and will try to ask the question to someone more competent than me.
Just to check whether I understand you correctly: are you saying that we will add up all the money that is recovered through the abatement, and redistribute it among all households, including those who are not entitled to an abatement?
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.
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…
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.
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.
@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?
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
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.
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.
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?
