The cooperative form is to be used for “real” cooperatives only
The cooperative (formerly known as the CVBA/SCRL or CVOA/SCRI) must be used for companies with a “real” cooperative purpose. It means that only companies whose purpose is to meet the needs and develop the economic and social activities of its shareholders or third parties can be organized as cooperatives.
Consequently, all companies that are currently organized as cooperatives without having that “real” cooperative purpose will have to be converted into another corporate form, by 1 January 2024. Otherwise, such a “false” cooperative will be automatically converted into an SRL/BV.
The cooperative must still have three shareholders
A minimum of three shareholders is still required in cooperatives.
The cooperative no longer has share capital
Cooperatives are subject to the same flagship amendment as an SRL/BV: they now have “equity” instead of share capital. The former characteristic feature of having a fixed and variable share capital has been removed.
The fixed portion of the share capital and the statutory reserve of an existing cooperative will be automatically converted into unavailable equity as from the entry into force of the new Companies Code.
The cooperative keeps its flexible entry and exit rules
An essential feature of the cooperative is that new shares can still be subscribed without requiring an amendment of the bylaws. It means that new shareholders can enter into the equity of a cooperative quite freely, as long as they fit into the pre-defined category of shareholders, as per its bylaws.
The entry of new shareholders is to be monitored by the board, which will have to include information on the issuance of new shares in its yearly report to the shareholders’ meeting.
In addition, shareholders still have the right to withdraw, or may be excluded for good cause, as was formerly the case. However, this type of procedure is no longer just limited to cooperatives but may be used by an SRL/BV as well.
The cooperatives are generally subject to the same rule as an SRL/BV
Apart from certain rules that specifically apply to them (the main ones described above), the cooperative form is subject to the same rules as the SRL/BV form (explore these rules further under the SRL/BV checklist).
Your key contacts
- Arnaud Van Oekel, Brussels
- Carl Leermakers, Brussels
- Cedric Guyot, Brussels
- Jean-François Goffin, Brussels
- Stéphane Collin, Brussels
- Vincent Dirckx, Brussels
- Virginie Frémat, Antwerp