In accordance with Article 8:2 of the Companies and Associations Code (CAC), general partnerships, limited partnerships, limited liability companies and cooperative societies may apply to the Minister of the Economy for approval as an "agricultural company" (entreprise agricole).
This approval as an agricultural company replaces the legal form of a 'société agricole' (which is no longer possible since the entry into force of the CAC).
Agricultural companies existing on the date of entry into force of the CAC are presumed to be approved as an "entreprise agricole", it being understood that this presumption may be reversed by the Minister of the Economy in compliance with certain conditions (see Royal Decree of 28 June 2019 implementing Article 42, § 4, of the Law of 23 March 2019 introducing the Companies and Associations Code and containing various provisions concerning the presumption of approval as an agricultural company and as a social company).
Conditions for Approval
The conditions for obtaining approval as an agricultural company are as follows (Article 2 of the aforementioned Royal Decree of 28 June 2019):
- the company's main object must be the exercise of an agricultural activity
- only natural persons may be partners
- the company must be made up of at least two partners (at least one of whom must be a managing partner)
- the shares of the company must be registered shares of equal value
- the managing partner must devote at least half of their working time to the operation of the agricultural activity and derive at least half of their professional income from the active operation of the agricultural activity
- the general meeting of the company must have the power (i) to appoint the managing partner or partners, (ii) to terminate the mandate of managing partner subject to prior notice and (iii) to dismiss the managing partner or partners for serious reasons
- the consent of the general meeting of the company must be required for the transfer of shares of one or more partners in the event of death or inter vivos
- for any transfer of shares inter vivos, each managing partner has a right of pre-emption
- the consent of each managing partner must be required for any amendment to the articles of the company as well as in the case of voluntary dissolution of the company (except in the case of dismissal of one of the managing partners for serious reasons)
- the minimum remuneration derived from the company must accrue directly to the managing partner or managing partners (provided that, if the company provides for distributions other than that remuneration, the articles of association of the company must mention the conditions and beneficiaries of those distributions)
Procedure and Duration of Approval
The application for approval must be submitted by post or e-mail using an application form (DOC, 41.5 KB) which can be downloaded from the FPS Economy website. The application for approval must be accompanied by:
- proof of incorporation of the company
- a copy of the coordinated articles of association of the company
- where applicable, a copy of the company's internal rules and regulations
- the minutes of the last general meeting of the company
Companies that meet the conditions for approval are approved for an indefinite period. The approval remains valid as long as their articles of association, operations and activities remain in conformity with these conditions. Regular checks are organised in this regard by officials from the FPS Economy.