Hello @reef-full, I did a check on the statutes to make sure we are ready for incorporation. The company is provisionally called Coral - Autopromotion.
Reviewed the statutes. Resolved comments (except the purely informative ones), so that it should be possible to print a copy as PDF to upload to the e-Greffe du Tribunal des Entreprises. Personal information for a couple of people (pages 1 and 2) is still missing, please complete.
Created a draft Annexe 1. The Annexe 1 is invoked in Article 4.4, and details the initial subscription of capital for each partner in Coral (apports). If the JET-14 vote is a go, I assume we will initially subscribe 100,000 EUR.
Created a draft registre des parts, based on this. There are two important things here. First, for simplicity, I have set the value of each share to 1 EUR. You confer 50 EUR, you get 50 shares. As new members enter, they will not buy shares from extant ones, but buy newly issued shares. Second, it may make sense to run a registre des titres rather than a registre des parts. The registre des titres allows to record bonds as well as shares, and this might come in handy as we are thinking about the possibility that members of the group, who already own shares, would also lend some short-term money to Coral.
Only 1 and 2 need to be uploaded to the e-Greffe when incorporating. 3 is a legal obligation which we keep, in electronic form.
Everything is for now in Team Finance => Société Simple => Incorporation documents (internal link).
Lie reminded me there is a non-urgent task connected to the statutes: by the end of May, when we have the next presentation, we would need to update Justin’s annotated version of the statutes. The update is because some articles got renumbered, some provisions changed, etc. @Sarah, would you be willing to take care of it? The job is this:
Find the most recent version of the annotated statutes – I believe it is this, in the Helping Circle team folder.
Make a copy of the most recent version of the statutes (currently this).
Copy-paste the English commentary from the first file into the appropriate points of the French text ins the second. It needs to be done with a bit of attention, because of the changes I mentioned above.
Hi Alberto
I’m not sure I understand why I’m the most qualified person for that job? I’m not super comfortable with the statutes as I didn’t take part in the helping circle in the end.
Is it that you were looking for a french speaker? Then wouldn’t it make more sense to ask Quentin as he is part of team finance?
If there is no better candidate available, I will do it, but I’m not super keen, I prefer to be honnest about it!
No problem at all @Sarah (Alberto is on a break, so I am taking the liberty to reply).
The reason we thought of you is that it’s an important task without a super stringent deadline, and that it requires that incredibly fine-grained eye for detail that you have. The good news of today is that we won’t be needing the société simple in the next coming months, so that’s one worry less !
(I lost track a bit of the different threads on the statutes, so feel free to move my post elsewhere)
@alberto if memory serves there was another issue that came up at the last moment, which is the conditions for the exclusion of a member. In Article 9.7 it currently says that it’s the Board or the Comité de Sages that can take this decision, but at some point I think @Sarah brought this up, and then when we looked at the statutes of the asbl, where it says it’s either the Board or the GA that decides with a 2/3 majority (Article 9§1).
I believe we asked Erneux, and I think he said “this is for you to choose”.
Looking at it, to me it seems like a bit too much to give the power to three individuals on the Board to decide on exclusion, so unless I’m looking at the wrong version again, I would propose we make an amendment to this Article 9.7.
This is also how it is done in the Spiegel statute btw (see Article 4.3). To be noted that their article is much more elaborate though, with a couple of extra clauses to protect the group in case a Partner gets into financial troubles.
!