In accordance with Article 8:5 of the Companies and Associations Code (CAC), cooperatives may apply to the Minister of the Economy to be recognised as a “social enterprise” (entreprise sociale).
This recognition as a social enterprise replaces the former legal form of a “société à finalité sociale”, ceased to be available as of 01 May 2019 (date of entry into force of the CAC).
Companies with a social purpose (sociétés à finalité sociale) existing before 01 May 2019 are presumed to be recognised as an “entreprise sociale”. However, this presumption can be reversed by the Minister of the Economy under 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 recognition as an agricultural enterprise and as a social enterprise).
Conditions for Recognition
To be recognized as a social enterprise, the following conditions must be met (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 the 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 the society.
3. Any material benefit 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 their 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 for recognition, the activities that the company has carried out to achieve its object and the means that the company has used to that end.
How Can Cooperatives Be Recognised as Social Enterprises?
You can submit your application for recognition to the FPS Economy via an online platform by following these steps:
Step 1: Administrative formalities to access the online platform
- Access to the online platform is given through CSAM, the gateway for government services. The FPS provides secure access via eID, the itsme app or text message.
- If you are an organization representative, you will need a CSAM account.
- Check whether your organization is already registered with CSAM and who manages your organization’s account. If your organization is using CSAM for the first time, a legal representative (registered in the Crossroads Bank for Enterprises) must appoint a main access manager (himself or a colleague).
- After these formalities are carried out, the access manager may assign the role of ‘FOD ECONOMY FO APPLICANT’ to the organization’s employees, granting them access to the online platform.
Consult the detailed manual to complete the CSAM access procedure.
Step 2: Use the online platform and check the progress of your file
As soon as the access formalities are completed, you can use the online platform.
Should you have any questions about the platform and how to use it, or if you encounter problems while completing the CSAM formalities, please contact us at AUC@economie.fgov.be
Step 3: If you are not able to use the online platform: download THE FORM (DOCX, 18.25 KB) (application for recognition) for agricultural entreprises. Please send the completed form, along with its annexes, to the FPS Economy, Accounting law department – Audit – Cooperatives. You can send your application electronically to AUC@economie.fgov.be.
The file must be complete and include : form, (coordinated) statutes, deed of incorporation, publication of deeds in the Belgian Official Gazette.
Your file will be examined in order to verify that your company meets the conditions for recognition as an agricultural enterprise, as determined by the Royal Decree of 28 June 2019 laying down the conditions for recognition as an agricultural enterprise and as a social enterprise.
- If your company meets the conditions, you will receive a copy of the Ministerial Decree recognising your company, as soon as it is published in the Belgian Official Gazette, within 2 to 3 months following your application (indicative waiting time).
- If your company does not meet the conditions of recognition, you will receive a motivated explanation from the FPS Economy, detailing which stipulations in your statutes block the recognition of your company.
How Long Will it Take to Make a Decision Once the Recognition Application Has Been Filed?
Recognition applications are examined as soon as possible. However, the nature of the recognition procedure requires the preparation and publication of a ministerial decree, which usually takes two to three months. The recognition is granted on the first day of the month following the date of receipt of the complete application file.
If the modification of the statutes is required, the recognition will only be granted on the first day of the month following the publication of the updated statutes in the Belgian Official Gazette.
Validity of Recognition
Recognition is granted for an indefinite period, provided the company continues to meet the conditions.
The FPS Economy’s officials regularly check whether recognised companies still meet the required conditions for recognition.
This check shall be carried primarily through the special report on the implementation of the conditions of recognition, the activities carried out by the company in order to achieve its object and the means which the company has implemented to that end, which is established annually by the recognised social enterprises. This special report must be sent to the FPS Economy within seven months of the closing date of the financial year, except where the company has to draw up an annual report (in which case the special report must be included in the annual report).
The recognition will thus remain valid for as long as your business meets the conditions for recognition as an agricultural enterprise, as determined by the Royal Decree of 28 June 2019 laying down the conditions for recognition as an agricultural enterprise and as a social enterprise.
