The Cooperative Company (SC) in Belgium: Complete Guide

What Is a Cooperative Company?

The cooperative company (SC) is one of the four legal forms maintained by the Code of Companies and Associations (CCA) that came into force in 2019. Unlike the SRL or SA, the SC is reserved for businesses that pursue a genuine cooperative ideal: the main goal is to meet the needs of its cooperators rather than maximise profits.

The SC is the ideal form for social and solidarity economy projects, worker cooperatives, consumer cooperatives, or producer cooperatives.

Creation Conditions

Number of Partners

The SC must be established by at least three founders. This is a major difference from the SRL, which can be created by a single founder. SC shares are registered and cannot be listed on the stock exchange.

Capital and Contributions

There is no legal minimum capital for the SC (as with the SRL). However, founders must demonstrate sufficient starting equity through a financial plan prepared according to CCA criteria.

Articles of Incorporation

The formation of an SC requires a notarial deed containing the company's articles of association. The articles must specify:

• The cooperative ideal being pursued
• Conditions for admission and resignation of cooperators
• Rights and obligations of cooperators
• Arrangements for profit distribution

Democratic Governance

"One Person, One Vote" Principle

The fundamental principle of the SC is democratic management. Each cooperator has in principle one vote at the general meeting, regardless of the number of shares held. However, the articles may provide for plural voting rights, limited to one-tenth of the votes attached to the shares represented.

Management Bodies

• General meeting: sovereign body that makes major decisions
• Administrative body: can be a sole director or a board
• Auditor: mandatory if certain thresholds are exceeded

Variable Capital

A unique feature of the SC is the variability of its capital. Cooperators can join and leave the company without amending the articles of association, allowing great flexibility in member management.

CNC Accreditation (National Cooperation Council)

Advantages of Accreditation

SCs can apply for CNC accreditation, which offers significant advantages:

• Withholding tax exemption on dividends up to a certain threshold (currently the first EUR 800 per year per person)
• Enhanced brand image with consumers and partners
• Access to specific funding (social economy funds)

Accreditation Conditions

To obtain accreditation, the SC must respect the internationally recognised cooperative principles:

SC Accredited as a Social Enterprise

The SC can also be accredited as a social enterprise if it pursues a defined social purpose and meets additional conditions regarding profit redistribution and participatory governance.

Conclusion

Want to create a cooperative company in Belgium? LegalBelgique supports you in drafting your articles of association, incorporating your SC, and the CNC accreditation process. Call on our experts to bring your cooperative project to life!