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

The Reef
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Hello @reeflings,

Here’s a short post to try to bring some clarity into several issues coming together.

The first point is the history of the changes to the statutes, which is documented in the post on the statutes of De Spiegel (see Mitigating the financial risk stemming from unlimited liability: how to include some clauses from the statutes of Ilot De Spiegel). The key point here is that Mark’s essential hack to mitigate the financial risk from the société simple’s unlimited liability, was not included in the version of the statutes offered by our notary. Updating the statutes hence seemed essential, which is why we contacted the lawyer.

The second factor is the urgency of incorporation, which is linked to the payment of the architects’ bills, which is documented here: August 2024 invoice architects - #15 by Lee. The key implication is that we have now somehow committed to consent to the statutes and to select a Board at the plenary meeting of 12 October.

The third point is the realisation is that these statutes suck up energy and time like it is difficult to describe, with a possible risk of burn-out. It’s legal French and it’s complicated, so even “good enough for now” requires an awful lot of time of the helping circle working on this (@alberto, @RichardB and myself). On top of that, it is also important that everybody understands at least the essentials, which adds to the workload.

The fourth point is about the process to adopt or amend statutes, which we learned is very easy (compared to changing the statutes of an asbl). This makes that it becomes possible to consent to the statutes as a level 3 decision (“good enough for now, safe enough to try”) with a review clause in the near future (so it doesn’t need to be perfect from the get-go). The same holds for the Board, where the term could be made relatively short. Important to note here is also that, other than the new clauses, the statutes were considered ready to be consented to (they have gone through the entire process), so we are not starting this whole damn process from scratch.

Bringing these points together, the proposal would be this:

  • @alberto, @RichardB and myself will present the essentials of the revised version at the (FM) plenary meeting of 30 September, and we’ll try to focus the discussion on essentials issues around the things that have changed.
    Alberto and Richard have almost finished their revisions, but I can only look into it on Sunday, so it will be a bit short notice and “à la guerre comme à la guerre”.

  • We commit to consenting to the statutes as good as we can get them without getting burn-out on the 12th of October, with a review in a couple of months, so as to allow everybody who wants to, to look into the document into more detail.

  • As soon as we find a volunteer, we see whether we can update the “explainer version” that Justine once created, or else something simpler, as long as it makes it possible for newlings to easily grasp the essentials.

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Thanks a lot @Lee @alberto @RichardB

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Thanks so much for taking this on, trying to understand just this post is already requiring of me, so I can’t imagine what the actual statutes would do

:pray: :people_hugging:

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In light of the above, it’s worth another post saying a big thanks to @alberto, @RichardB and @Lee !!

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I agree, thanks for taking this up!

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2 posts were merged into an existing topic: Full Members plenary meeting 30 September 2024

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Yes, thank you for all the work!!

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@Lee @RichardB
For the meeting tonight, I have some questions :

  • Un registre des parts émises par la Société est tenu à jour par le Collège de gestion. Il est conservé au siège de la Société. → mention that we keep it online as well, the same as for the documentation of the Board (5.14 [6.14])?
  • Why is there no mentions in the GA powers that it holds residual power from the Board (anything not in the board’s power)?
  • 4.15 [5.15] : Pour valider une augmentation du budget de plus de 10%, la majorité de 83% des Associés présents ou représentés est requise.
    → What happens to the households that were not present if they cannot afford the increase?
  • 5.11 [6.11] Powers of the board: “l’entrée et la sortie d’un Habitant et le cas échéant, la conclusion de toute transaction relative à la pénalité encourue”
    → isn’t this in contractiction with article 8.1 [9.1] on entry of members and 8.8 [9.8] on exclusion of members, which mention that the GA decide on entry and exclusion of members?
  • 7.8 :
    • “Les Associés s’engagent à verser CENT MILLE EUROS (100.000,00 EUR) par logement (y compris les éventuels parkings et caves), dans la limite du montant total de leurs fonds propres, sur un compte au nom de la Société, individualisé par Associé, à la Triodos Bank, au plus tard un mois après la signature du document de réservation […] Chaque Associé.e ou groupe d’Associé.e.s qui élige cette forme de contribution s’engage à transférer des fonds supplémentaires à la Société, à fur et à mesure que cette dernière finance les étapes ultérieures du développement du projet de habitat groupé, dans le but de maintenir 100,000 EUR sur le compte individualisé mentionné ci-dessus. Lorsque le solde entre le prix de l’unité de l’associé et le montant déjà payé par l’associé est inférieur à 100 000 EUR, l’associé devra verser sur le compte mentionné ci-dessus un montant égal à ce solde.”
      → Can you explain this? Bcause the way I understand it for now, this means that if you have 30 000 left on the account, the bank has to pay the difference straight away so that there is 100 000 euros. Is it possible to make and exception to that during the period between paying the land and starting construction? Because at that point we won’t have huge bills to pay (only the bill of the architects when the permit is filed right?), and we really don’t want to have to start taking a mortgage just to keep the account full for no reason.
    • About the case when the cost of the project is less: “Dans des cas exceptionnels (par exemple si les fonds propres doivent encore être libérés parce qu’un bien immobilier doit être vendu), le Collège de gestion peut autoriser qu’une partie des fonds propres ne soit versée qu’à une date ultérieure ; dans ce cas, les Associés concernés devront, à leurs frais, fournir une hypothèque ou une procuration hypothécaire sur leurs biens immobiliers, ou fournir une autre garantie, ou contracter un crédit-pont sur simple demande du Conseil de gestion.”
      → I don’t undestand this
  • 8.8 [9.8]: “peut être exclu par décision du Collège de gestion ou le cas échéant, du Comité des sages, en raison d’une grave dissension et/ou d’une faute suffisamment grave pour ébranler la confiance du Collège de Gestion.” → this sentence is not complete and also seems to be in contradiction with the sentence just before which states that it is the GA which decides on exclusion. Is it maybe from a previous version and wasn’t erased?
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Hi, I cannot attend the meeting tonight but I also have some questions about the statutes:

- 7.3 Les associés apportent à la société :
d) Les primes, subventions ou contributions qui seront accordées en lien avec le projet par les autorités ou toute autre entité (dans le présent accord appelées simplement “primes”), même si celles-ci sont accordées au nom d’un ou plusieurs Associés.

=> I don’t understand what this exactly means. Does it mean that the people who get the abbattement have to transfer this money to the société simple? What is the reasoning behind that?

- 7.8: Les Associés s’engagent à verser CENT MILLE EUROS (100.000,00 EUR) par logement (y compris les éventuels parkings et caves), dans la limite du montant total de leurs fonds propres, sur un compte au nom de la Société, individualisé par Associé, à la Triodos Bank, au plus tard un mois après la signature du document de réservation

=> I don’t understand what this exactly means. When are we expected to transfer this amount to the bank account of the SoSim? If it has to happen before the construction starts, and there is no loan yet from the bank, do we count on the intragroup loan?

Thank you for clarifying.

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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.

Thanks, this will be fixed.

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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.

Thanks, this we will fix. @RichardB @Lee.

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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.

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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.

Sorry if that was not clear before.

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Thanks for your responses Alberto.

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 :slight_smile:

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!

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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.

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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?

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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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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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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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