Other company forms (SE, SCE, EESV)

In addition to the traditional Belgian legal forms, there are also three forms which result from the European legislation. As their name implies, these legal forms are always characterized by a member state cross-border aspect. Reference is made, in particular, to the European public limited-liability company or societas europaea (SE), the European cooperative society or societas cooperativa europaea (SCE) and the European Economic Interest Grouping (EESV).

• The European public limited-liability company is a company with limited liability for which a minimum capital of EUR 120,000 is required. This form is regulated, at the corporate law level, by an European regulation and the Belgian company law, which is applicable on a subordinated basis.
• The European cooperative society is a company with limited liability for which a minimum capital of EUR 30,000 is required. Given that the European cooperative society is a cooperative society, its objects consist in meeting the needs of its members and/or developing their economic and social activities.
• The European Economic Interest Grouping is not a company, but rather a joint venture with at least two members from, at least, two different member states, who personally guarantee the debts of the European Economic Interest Grouping. The objects of the European Economic Interest Grouping consist in facilitating, developing or improving the activities of its members.

Incorporation formalities

The incorporation of an European public limited-liability company and a European cooperative society always takes place by authentic deed. An European Economic Interest Grouping can be incorporated by authentic deed, but also by private deed.

The three European legal forms only acquire their legal personality on the day of their registration in the register of legal entities, which forms part of the Crossroads Bank for Enterprises.

Management

A European public limited-liability company can be managed by a monistic or dual management body. As in the case of the public limited company (NV), the shareholders shall, thus, have to choose in the articles of association between a board of directors, on the one hand, or an executive board and a supervisory board, on the other hand. The appointment of the members of the management body is governed by an European regulation.

The management of a European cooperative society is similar to that of a European public limited-liability company. In the articles of association, a choice must be made between a monistic system with a board of directors, or a dual system comprised of an executive board and a  supervisory board.

A European Economic Interest Grouping is managed by one or more natural persons. They are appointed in the formation contract or a later resolution passed by the members’ meeting. Like in the private limited company, each director has, in principle, an individual power of representation.