Dear Reeflings,
I am starting a repository of information on the different legal entities that we touched upon during our last plenary.
In the next posts, you will find information on:
The links are in French but I am including below a summary in English.
Feel free to add further information, links etc.
1. Société Coopérative/cooperative society (SC):
A cooperative society (SC) aims to meet a specific need of its members (cooperators). The shareholders must themselves benefit from the services rendered by the SC. With a SC, you do not necessarily aim for maximum profit, but rather a common goal, which you want to achieve by cooperating with your associates.
A cooperative society has its own legal personality and has at least three founders/shareholders. When setting up your SC, you must bring “something” as a founder, but there is no requirement for a minimum capital.
Advantages of a SC:
Associates can enter or leave freely, without too many formalities. You are free to set specific rules in this area in the statutes of your SC.
The shares are freely transferable between the associates.
Associates are only liable up to the amount of their contribution.
A SC largely follows the standard regulations which also apply to limited liability companies.
Disadvantages of a SC:
To constitute a SC, you must go before the notary.
Your SC has relatively heavy administrative and accounting obligations.
This form of company is now limited to companies which have a genuinely cooperative character; if you do not respect this restriction, you risk the automatic dissolution of your company.
Note: To my understanding, the terms “members”, “cooperators”, “shareholders” and “associates” are used interchangeably.
2. Association sans but lucrative/non-profit association (asbl):
A non-profit association (asbl) is a group made up of at least two natural or legal persons who pursue a disinterested goal.
An asbl has a certain governing body and a general assembly. The basic rules of the asbl are defined in the statutes. The asbl is registered in the register of legal persons, which is part of the “Banque Carrefour des Entreprises.”
The association has its own legal personality, independent of that of its members. The members of an asbl have limited liability - their private assets are in no way linked to the asbl. The administrator of the association, however, can be held responsible for certain errors.
Unlike other types of associations (SA, SPRL, etc.), you do not have to provide start-up capital to set up an asbl. However, several accounting obligations must be met. Tax regulations require “commercial” activities to have an accessory character only. Otherwise, the association will be subject to corporate tax and not to tax for legal persons.
Since May 1, 2019, non-profit organizations can engage in gainful activities, provided that they do not distribute the profits they generate to their members and provided that they have adapted their purpose to the new Companies and Associations Code.
3. Fondation/foundation:
https://justice.belgium.be/fr/themes_et_dossiers/societes_associations_et_fondations/fondations
A foundation is a legal person without members, constituted by one or more persons, called founders. It is administered by one or more directors, who are natural or legal persons. Its assets are allocated to the pursuit of a disinterested goal within the framework of the exercise of one or more specific activities which constitute its object. It may not distribute or procure, directly or indirectly, any patrimonial benefit to its founders, directors or any other person, except for the disinterested goal determined by the articles of association. Any transaction violating this prohibition is void.
The starting capital of a foundation must be sufficient to ensure the viability of the foundation and to carry out the disinterested goal it has set for itself. The foundation must comply with a number of accounting obligations.
Since the foundation has its own legal personality, independent of that of its administrators, it has its own rights and obligations. Directors have limited liability and do not link their own assets to the fate of the foundation.
The contribution to a foundation is by definition made “free of charge”: this means that there is no consideration for this contribution (as is normally the case for the contribution made to a company: in principle , the contributor receives shares in exchange for his contribution). The modalities of the contribution determine its tax treatment.