Cooperative company with limited liability (SC/SCRL-CV/CVBA)

Description of the cooperative company with limited liability (SC/SCRL-CV/CVBA)

The cooperative company with limited liability (société coopérative à responsabilité limitée/coöperatieve vennootschap met beperkte aansprakelijkheid) is made up of partners, whose number and contributions may vary.

Features

The cooperative company must comprise at least three people.

Articles of incorporation

A copy of the articles of incorporation must be filed at the registry within 15 days of the final articles of incorporation being drawn up. The registrar then arranges publication in the Belgian Official GazetteExternal link

Articles of association

To be recognised as a cooperative company, a company’s articles of association must comply with cooperative principles and specify the following: 

  • Voluntary membership
  • Equality or limitation of the right to vote at general meetings
  • Appointment of the board of directors and joint statutory auditors by the general meeting
  • A dividend for the partners
  • The fact that directorships are, in principle, unpaid and that the net dividend cannot be greater than 6%.

Legal and administrative obligations

The cooperative company (SC/CV) or cooperative company with limited liability (SCRL/CVBA) is a full legal entity, so the following rules in particular apply:

  • A financial plan must be drawn up.
  • In the case of cash contributions: a special account must be opened in the company’s name during the set-up phase.
  • In the case of contributions in kind: an auditor’s report is required.

All companies must enrol on the register of legal entities kept at the commercial court registry. The registry will assign the company an enterprise number.

Once they have enrolled on the register of legal entities, companies wishing to engage in commercial activities must register as traders at the Crossroads Bank for Enterprises (Banque-Carrefour des Entreprises /Kruispuntbank van Ondernemingen) via a business counter (one-stop shop for businesses)External link(French-Dutch).