Cooperative Companies with Limited and Unlimited Liability
Find out how to set up a cooperative company with limited or unlimited liability in Belgium...
A Cooperative Company with Limited Liability (Cooperatieve Vennootschap met Beperkte Aansprakelijkheid /Société Coopérative à Responsabilité Limitée, CVBA/SCRL) may be set up by at least three people. The shareholders contribute a fixed amount of money to the business in return for shares and its liability is limited to the amount contributed. The company can issue nominative shares and debenture loans. Because it is more difficult for founder members to pass on their interest, this form suits SMEs and family businesses.
The minimum amount of capital is:
- a fixed part of at least €18,500, fully paid
- a variable part, depending on the partners joining or departing
The fixed part of the capital must be at least €6,200 paid up. Each share must be at least one-quarter paid up, even if it represents a contribution that makes up the variable part of the capital. Shares corresponding to contributions in kind must be fully paid up within five years of the date of the company's incorporation.
There must be at least three shareholders. Private and legal persons may be shareholders. A married couple who both invest count as two shareholders, even if they invest in the company from their joint estate.
One or more managing directors run the company, whether partners or not. The shareholders are free to choose the procedures for their appointment and dismissal and the powers and duration of their mandate. These are set out in the articles of association.
Cooperative Company with Unlimited Liability
A Cooperative Company with Unlimited Liability (Cooperatieve Vennootschap met Onbeperkte Aansprakelijkheid/Société Coopérative à Responsabilité Illimitée, CVOA/SCRI) is a cooperative company set up by at least three people who have unlimited liability for the company's debts. They contribute an amount of money to the company that is fixed by the company's articles of association – there is no minimum legal requirement. In consideration of their contribution, the partners receive shares in the cooperative, which will always take registered form. The cooperative may similarly finance itself by issuing debenture loans.
The capital is divided into:
- A fixed part defined in the articles of association
- A variable part that can change as partners leave or join
There are no legal requirements for paying up of capital or of shares or for shares corresponding to contributions in kind.
There must be at least three shareholders. Private and legal persons can be shareholders. A married couple who both invest count as two shareholders, even if they invest in the company from their joint estate.
One or more general managers run the company. The shareholders are free to choose the procedures for their appointment and dismissal and the powers and duration of their mandate. These are set out in the articles of association.Prepared using information supplied by ING Bank SA/NV www.ing.be