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.

Online incorporation procedure

Today, a European public limited-liability company (SE), a European cooperative society (SCE) or an European Economic Interest Grouping (EESV) can also be completely set up online and remotely by a notary.

  • This incorporation is presently, however, not supported yet by this platform through a fully guided process.  Therefore, contact your notary, for example, by e-mail, to arrange the preparations and to have the draft of the deed of incorporation prepared. The notary shall later schedule a videoconference with you and send you a link to sign the deed electronically during that videoconference.
  • For this incorporation as well, you must certainly verify whether all incorporators or, if they shall be represented by a power-of-attorney, their representatives, have a recognized eIDAS-conformable means of identification at their disposal. If you are not sure that your identity card complies with this provision, you may check it quickly here:

Do you have an eIDAS-conformable means of identification, but no compatible electronic signature, such as the Belgian eID or itsme, yet? No problem: this platform provides for an online procedure to create such an electronic signature certificate for you:

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Good to know

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Protecting your home with a declaration of non-distrainability

If you are self-employed, several options are available to protect your private assets against claims from your professional creditors. And that’s important, because if you are no longer able to pay your business debts, your creditors could seize your property. Which could have serious consequences for your family. Thanks to a declaration of non-distrainability of the family home, you can ensure that your professional creditors cannot seize your main residence. You can have this declaration drawn up by a notary. More information? Read all about it in the “doing business” section on Notaris.be!

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Protecting your property and that of your partner with a marriage contract.

It can sometimes be a good idea for entrepreneurs to enter into a marriage contract with “separation of property”. If you incur professional debts in the context of your activity as a self-employed worker, it may be useful to keep your incomes separate. In that case, professional creditors cannot touch your partner’s income. Giving you security for times when your business may not go so well. Like to know more about the benefits of a marriage contract? Find out here on Notaris.be!

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Donating a company

Each Belgian region has a preferential ‘company donation’ tax system. In Flanders and Brussels, u no tax is levied on a donation like this, provided a couple of conditions are met. A company donation involves a donation of a one-man business or the corporate shares. In each region, you also have to meet a series of conditions for a certain period of time after the donation if you want to keep the tax benefit. Don’t hesitate to ask a notary for more information. Find out about it on www.notaris.be

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