In accordance with Article 8:5 of the Companies and Associations Code (CAC), cooperative societies may apply to the Minister of the Economy for approval as a "social enterprise" (entreprise sociale).
The approval as a social enterprise replaces the legal form of a 'société à finalité sociale' (which has been no longer possible to add to the legal form of a company since the entry into force of the CAC).
Companies with a social purpose (sociétés à finalité sociale) existing on the date of entry into force of the CAC are presumed to be approved as an "entreprise sociale", 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 enterprise).
Conditions for approval
The conditions for obtaining approval as a social enterprise are as follows (Article 8:5 of the CAC and art. 6 of the aforementioned Royal Decree of 28 June 2019):
1° the main purpose of the company must be, in the general interest, to generate a positive societal impact for people, the environment or society;
2° the articles of association must describe the object of the company, in which it is expressly stated that it serves to generate a positive societal impact for people, the environment or society;
3° any financial advantage that the company distributes to its shareholders, in any form whatsoever, may not exceed the interest rate set by the King pursuant to the law of 20 July 1955 establishing a National Council for Cooperation, Social Entrepreneurship and Agricultural Enterprise;
4° on the liquidation of the company, the assets remaining after settlement of the liabilities and reimbursement of the amount actually paid by the shareholders and not yet reimbursed on the shares are set aside for an allocation that corresponds as much as possible to its object;
5° in the event of resignation, the outgoing shareholder must receive at most the nominal value of his actual contribution;
6° the director's mandate must be free of charge (unless the general meeting decides on a limited compensation or limited attendance fees);
7° no shareholder may take part in the vote at the general meeting for a number of votes exceeding one tenth of the votes attached to the shares or shares represented;
8° the amount of the dividend to be paid to the shareholders may be fixed only after an amount has been fixed which the company reserves for projects or allocations that are necessary or useful for the achievement of its objects;
9° the administrative body of the company must draw up each year a special report on the closed financial year in which it shall mention the manner in which the administrative organ of the company supervises the application of the conditions of approval, the activities that the company carried out to achieve its object and the means that the company used to that end.
Procedure and duration of approval
The application for approval must be submitted by post or e-mail using an application form that can be downloaded (DOC, 42 KB) from the FPS Economy website. The application for approval must be accompanied by:
1° proof of incorporation of the company;
2° a copy of the coordinated articles of association of the company;
3° where applicable, a copy of the company's internal rules and regulations;
4° 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.