In accordance with Article 8:2 of the Companies and Associations Code (CAC), general partnerships, limited partnerships, limited liability companies, and cooperatives may apply to the Minister of the Economy to be recognised as an “agricultural enterprise” (entreprise agricole).
This recognition as an agricultural enterprise replaces the former legal form of a “société agricole”, which ceased to be available as of01 May 2019 (date of entry into force of the CAC).
Agricultural businesses existing before 01 May 2019 are presumed to be recognised as an “entreprise agricole”. 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 recognised as an agricultural enterprise, the following conditions must be met (Art. 1 and 2 of the aforementioned Royal Decree of 28 June 2019):
1° The company's main activity must be agricultural .
2°Only natural persons may be partners.
3° The company must be made up of at least two partners, with at least one being a managing partner.
4° The shares of the company must be registered shares of equal value.
5° The managing partner must dedicate at least half of their working time to agricultural activities and derive at least half of their professional income from the active operation of the agricultural activity.
6° 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.
7° 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, except in the case of the transfer of shares of one or more partners in the event of death or inter vivos to another partner, to the transferor’s spouse or legal cohabitant, to direct relatives in the ascending line, to direct relatives in the descending line and to their relatives by marriage, including adopted children and children of the spouse or legal cohabitant,
8° Managing partners have pre-emption rights for any inter vivos share transfers.
9° 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; in that case the consent of the managing partner concerned by the dismissal procedure is excluded ) require the consent of each managing partner.
10° 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)
Recognition Application Procedure
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 that the company continues to meet the conditions.
The FPS Economy’s officials regularly check whether recognised companies still meet the required conditions for recognition.
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.
FAQ - To help you draft your company's statutes, here is a selection of the most frequently asked questions about the conditions for recognition as an agricultural enterprise:
What do we mean by "agricultural enterprise”? Can a company recognised as an agricultural enterprise carry out activities other than agriculture activities?
An agricultural activity, within the frame of the recognition as an “agricultural enterprise”, is defined in Annex 1 of the Royal Decree of 2019, which you can consult via this link:
http://www.ejustice.just.fgov.be/mopdf/2019/07/11_1.pdf#Page58
The company's statutes must provide for a breakdown of its corporate purpose, and expressly state that activities falling within the definition of agricultural activity are carried out “on a principal basis” and other activities are carried out “on an secondary basis”.
Can a company with only one partner be recognised as an agricultural enterprise?
No, a recognised agricultural enterprise must always have at least two partners who are natural persons. Under no circumstances can a partner be a legal person.
Who is the managing partner?
- The managing partner is always a partner of the company. Under no circumstances may it be a third party or a legal person.
- The administration and day-to-day management of the company may not be entrusted to another person.
- He is always appointed by statutes for an indefinite period.
- He 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
- He may never exercise his mandate free of charge.
- There may be several managing partners.
- It is not possible that managing partners have not been appointed by statutes.
What is the "minimum remuneration" for the managing partner?
The minimum remuneration derived from the company must accrue directly to the managing partner(s). This means that, notwithstanding his share in the business’s profits, he is entitled to gross remuneration for his work on the basis of the minimum wage for a skilled worker in the same sector.
When is the managing partner's consent required?
The consent of each managing partner is required for any amendment to the articles of the company as well as in the case of voluntary dissolution of the company.
There is only one exception. The consent of the managing partner concerned is not required for the dismissal of a managing partner for serious reasons.