Proposition 50K1436

Projet de loi modifiant le Code judiciaire en ce qui concerne la compétence territoriale du juge en matière de saisies conservatoires et de moyens d'exécution.

General information ¶

Authors

N-VA Geert Bourgeois, Karel Van Hoorebeke

Submission date

Oct. 10, 2001

Official page

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Status

Adopted

Requirement

Simple

Subjects

seizure of goods civil procedure enforcement of ruling

Voting ¶

Voted to adopt

Groen Ecolo LE PS | SP Open Vld N-VA MR FN VB

Abstained from voting

CD&V

Party dissidents ¶

• Karel Pinxten (Open Vld) abstained from voting.

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Discussion ¶

Jan. 10, 2002 | Plenary session (Chamber of representatives)

Full source

Mr. Speaker, I would like to thank the rapporteur for his report. However, since he is absent from the plenary session, I would like to take the opportunity to thank the members of the Committee on Justice for the speed with which this bill was discussed and adopted. This enabled us to address a serious problem that was raised on the ground following the legislative change that was implemented several months ago. I hope that the legal practitioners, as well as the creditors who were therefore faced with an acute problem, will be able to get satisfaction from this.

Feb. 21, 2002 | Plenary session (Chamber of representatives)

Full source

Mr. Speaker, colleagues, on behalf of the Committee on Justice, I am reporting on this substantial bill aiming to amend the law of 27 June 1921 granting legal personality to non-profit associations and public utility institutions, in short referred to as the law concerning VZWs. This draft was discussed at several meetings over the months of October, November, December and January. In total, nine discussions in the committee were devoted to this report. As you can see, an additional report has also been published. As a rule, I would have already had to report on this subject in the plenary session of 10 January. However, this meeting decided to send the draft back to the committee. Of course, not all articles were discussed again. The committee has limited itself to the articles for which amendments have been submitted. The committee held three further meetings.

Mr. Speaker, this bill was handed over to us by our colleagues in the Senate, and since it was not the intention of our committee to hand over the very thorough work of the senators, we have only made certain refinements. There was therefore, contrary to custom, no general discussion dedicated to it, but the draft that was transmitted article by article was discussed and dealt with. Their

Before I proceed to the explanation of the amendments made by our committee, I would like to give you, though briefly, the essence of the law. This draft law aims to subject the major associations to a specific accounting legal regime, based on the law of 17 July 1975. Furthermore, all the data of the VZWs concerned are centralized in a file that is ⁇ ined at the offices of the respective courts of first instance. In the case of foreign associations, a system is developed for the recognition of the centres of their activities, coupled with a publication obligation. The way of representation of the associations is better elaborated and regulated. Finally, a procedure has been developed to regulate the dissolution of inactive associations. This is, in short, the essence of the draft submitted to the committee for examination. Their

I will try to summarize the amendments made by the Justice Committee to the draft already adopted by the Senate, without having the ambition to be complete here. For the other detailed data, I refer to the report. I will therefore limit myself to the second and at the same time the most extensive chapter that forms the core of the draft law, because it contained the most fundamental amendments. Their

A first amendment, made by our committee, concerns a number of refinements regarding the statutes, the modalities for an amendment of the statutes and the register of the members, which must be kept at the headquarters of the association. It was also explicitly recorded that the directors do not assume any liability in respect of the commitments made by the association. Their

Another change involves the indexation of the gifts to these VZWs, for which they do not need authorization. Not insignificant is also a change concerning the modalities to which the depositing of the annual accounts must comply. The annual accounts must be deposited with the National Bank of Belgium, where the documents can be requested. Furthermore, these annual accounts must now also be included in the file ⁇ ined by the Court of First Instance’s Register for each Belgian VZW. Their

With regard to foreign VZWs, special attention was paid to the place of its headquarters, when such association opens a centre of activities or activities at different locations in the country. Their

Amendments were also made to the various articles concerning the foundations. Another not insignificant change is also the explicit mention in the law of the non-interest purpose of a foundation, whether it is a foundation of public benefit or a private foundation. Their

The third major gap involves the international VZWs. In line with the previous chapters, the provisions on gifts and annual accounts were also amended here. Their

During the discussion of this draft in the committee, not only were numerous amendments submitted, but the members also asked the Minister or his representative questions for clarification. More than eighty amendments were submitted, both from the government and the various members. In the end, more than forty amendments were adopted and the amended bill was adopted by the committee at its meeting on 12 December with 10 votes in favour, 3 votes against and 1 abstinence. However, the plenary session of 10 January decided to send the bill back to the committee. It was mainly about articles relating to the fiscal aspect and, therefore, during the committee meeting in January, only those articles were again discussed. The vote held on 29 January also dealt with these articles only. Their

The amended draft law was adopted by the committee at its meeting on 29 January with 10 votes in favour and 5 abstentions. Their

As for the report, I would like to conclude here. Regarding the attitude of my party, the VLD, I refer to my presentation, which I will subsequently make during the discussion of this draft.

Mr Hove, I thank you for your report.

Dear colleagues, I sincerely congratulate you. the rapporteur for the excellence of his report. The some 90,000 ASBLs currently subject to the 1921 law will undergo a famous successful "lifting" and will regain a new youth. Indeed, after being seriously amended by the Senate and by our Chamber Justice Committee, this bill reorganizing the international ASBLs and giving the foundations a legal status comes back to our assembly.

This reform was necessary, we were all aware of it. Indeed, too often, the status of ASBLs is abused and we all have in mind examples not only unfortunate but sometimes really scandalous. It was necessary to ensure greater security for third parties, greater transparency, and better control of the management of these entities.

However, our group wanted the accessibility of the constitution of the ASBLs to be strengthened, whether the procedures are eased, for example, in matters of donations and legacy or by organising the abolition of the main death. It was also evident that the social object of the international ASBLs had to be expanded. It was therefore necessary to reconcile different objectives, simplification and facility to go hand in hand with control and transparency.

In the 1980s, the associative landscape has evolved significantly. It is obvious that the diversity of sizes, assets and interests of all these associations had to be taken into account. They could not all be subject to the same regime. Securing the sector, of course, but we could not impose disproportionate obligations on some ASBLs, in accordance with the government’s goal of administrative simplification.

That is why we support the principle defended in this bill aimed at subjecting small ASBLs to a regime different from that of the large, whether it is their accounting obligations, the publicity of their accounts or even the control to which they are subject.

The House made amendments to this large-scale reform initiated by the Senate. I will not review all these amendments. Hove did it. I will only highlight two shortcomings that we wanted to remedy in the text that was delivered to us. In this regard, I would like to thank the Minister for accepting our amendments. by

First, the advertising of accounts. This advertising, synonymous with transparency, kept us at heart; but we had to make sure that it was feasible and effective. In the text of the Senate, the deposit of accounts was planned at the secretary. However, we feared that the transplants do not have the necessary technical and human resources to hold 90,000 files. This was also contrary to the will repeatedly expressed by the government to remove the judicial delay. Moreover, we should not repeat the mistakes we made for commercial companies. Therefore, we have planned to deposit the accounts at the National Bank of Belgium, as is currently the case for commercial companies.

The advantage of this system is that the National Bank of Belgium has the appropriate tools such as, for example, computerization. The public will have access to the file within two weeks following the online filing or on simple request by telephone or by mail. ASBLs will simply communicate their accounts via disquets, i.e. an efficient and cost-effective system for access to information. However, which is extremely important in our logic, only the accounts of ASBLs and foundations with assets exceeding 25,000 will be deposited at the National Bank of Belgium, in order to maintain the specificity of small ASBLs that should not be imposed on disproportionate obligations. I would like to emphasize this aspect of the bill.

The law of 15 July 1998 allowed commercial companies to use the technique of securities certification. At that time, the Belgian legislator had progressed but had remained in the short run. It had not provided a legal vehicle for the legal person issuing certificates. The result of this gap is that many Belgian companies — we were all aware of it — are roaming through the Netherlands and its administratiekantoren. We wanted to complete the work started in 1998 and allow the private foundation to serve as an instrument for the certification of securities, an indispensable legal instrument.

To conclude, Mr. Speaker, Mr. Minister, my dear colleagues, given the important work carried out by the two assemblies, the bill will allow to meet the objectives expressed in the committee, namely the modernization and rationalization of the sector.

For all of these reasons, Mr. Speaker, Mr. Minister, Dear colleagues, the Liberal Group will support this important bill, with the conviction that the new structures organized for ASBLs, foreign ASBLs and foundations will finally enable to ensure a system adapted to the needs of the interests present. We are all delighted with this.

Mr. Minister, colleagues, the legislation on the VZWs is at my heart. I acknowledge that this design involves improvement on at least two points. First, arrangements are being made in relation to private foundations. Second, this design implies an improvement for the large, structured and professionally organized VZWs. That is the merit of this design, and I do not want to do anything about it.

However, I think you should be aware that VZW legislation is also used by many very small organizations that are not so professionally organized. The text contains many elements that raise the question whether this law is an improvement for that category of VZWs. Their

I will give a few examples. The first example relates to the takeover of acts made by a VZW in establishment. Within the rules of the Civil Code, one has the principle of strengthening. The person who enters into the commitment through force making is liable for damages unless the commitment is executed. According to the company law, if the company is established within a period of two years and is taken over by the company within 2 months after the commitment, the person who entered into commitments for the company being established is released. Their

Now it is based on the classic principle of strengthening and the mechanism of corporate law, but the deadlines are changed. A VZW must now be established within 2 years and within 6 months the commitment must be taken over. Their

I think one should realize that many smaller VZWs with non-professional drivers do not realize that this system exists. If there is no formal acquisition of those commitments by the VZW structure within a period of 6 months from the establishment, those founders are at risk of being liable forever. My question to the Minister is, therefore, whether that acquisition of that commitment must be made formally by a formal decision of the bodies competent to do so, or must it be proved by all means of law, including the ordinary actual execution thereof? I think an answer to that question could avoid a number of problems. Their

Secondly, I wonder why some quite detailed entries should be included in, for example, the constitution act or the appointment of directors. It must indicate the place of birth of the appointed drivers. That may be easy to identify people, but that will bring a lot of trouble for the organizer. This person will have a lot of trouble gathering this data that is not freely available. There will be problems again. Their

The same applies when one requires that the outgoing documents indicate that it is a VZW and one also requires that an address is indicated. That sounds logical.

In practice, there will be a lot of VZWs who have their address in some locality that is only moderately equipped for this purpose. The restaurant of the local football team is the best example of this, but there are others. In fact, they will send letters with the address of the chairman or the sender of the letter. Well, if a problem arises, it is a piece on which one has collaborated as a chairman or sender and which lacks a specific mention which allows one to be held liable for the content of that piece. Mr. Minister, can I interpret the law in such a way that the responsibility of a person who collaborates on a document in which the address is not stated is only compromised if the damage is caused by the fact that the civil seat was not stated and the VZW could not be achieved in any other way? I know that these are very detailist comments, but I think that in this regard in practice problems can arise.

I also have some difficulty with the provision that the Board of Directors must by definition have fewer members than the general meeting. I think that the experience with some VZWs teaches us that the general assembly and the board of directors are often equalized for convenience. This confusion will also cause problems.

The poisoning arrangement between the various VZWs was not yet fully clarified. During the discussion in the committee, I think this was clarified later. I would like to emphasize this point because the supplementary report can provide clarity in the event that problems arise.

I also have some difficulty with the limits from when one is obliged to submit a balance sheet and allow audit control. I think those limits are too low. In addition, this will prove to be a large expense for many smaller VZWs.

As for controversies, I have already said that I find this an engaging exercise. Here too, however, there are a number of effects that are probably not intended, but that can bring about a thorough change of the legislation; more thorough than one thinks possible. Let me give an example: the reserve inheritance. You can be for or against it, but it is written in the law. Well, this legislation makes it possible to bypass the reserve inheritance right, as the reserves only apply when it comes to gifts. When a person does not donate a significant part of his assets to some VZW, but creates a separate private foundation, it completely bypasses the reserve inherited. This may be an intended effect, but I would like to point out that this legislation has created something that can have important social implications without having a fundamental debate about it. I find this regrettable.

Finally, I am pleased that, following the amendments I submitted at the previous plenary session, the worst wording on succession rights has been amended. I’m not quite happy with the final solution yet, but in my opinion this is a beauty defect that will not legally cause problems. We will abstain from voting on this bill to show some of the criticisms we have formulated. This, of course, does not exclude that the design also contains a number of thorough improvements.

Mr. Speaker, Mr. Minister, colleagues, the draft that is being discussed today has a prehistory, even from the previous legislature. The design that we were then proposed was intended to get more transparency, more rationalization and more modernization. This draft was drawn up on the opinion of the Parliamentary Investigative Committee on the sect. It was then investigated in the Committee on Commercial Law and was discussed there freely depolitically. After the hearings, we have amended the draft thoroughly. After the approval in the Chamber, the Senate has also put a lot of energy into it, it ⁇ improved technically, but in addition to formalist improvements it also substantially changed very much. In the light of the new legislature with a new majority, I cannot get rid of the impression that this is also the cause of major substantive changes. Their

The Chamber has not returned to the original text. I think the current text is actually in conflict with the government agreement. According to this agreement, the majority had the ambition to reduce the administrative burden by 25%. This draft will increase bureaucracy and administrative burden more quickly and lead to over-regulation. This is not an administrative simplification, on the contrary. I fear that this will impose a lot of administrative obligations, burdens and costs on the life of the association — a hundred thousand associations, 1.6 million members, hundreds of thousands of jobs, a significant economic impact. The question arises when this bureaucratic bargain that is sometimes imposed on these associations will be applicable. Of course, we need a royal decree for its entry into force. After this Royal Decree, there will then be at least a period of one year before this will apply to existing VZWs.

Like Mr. Borginon, I must say that this design involves a lot of improvement. The improvements originate in the draft from the previous legislature. I think of the private foundations, of the faster regulation of the legal personality, of the problem of the inadmissibility, of the smoother enabling of the change of the social purpose. These are improvements that we should welcome. There have also been improvements during this legislature, which we cannot deny. I think then of the arrangement of the dissolution and the destination of the assets for an interestless purpose. Not all of them are troublesome, but they are confronted by a number of obligations: obligations relating to the annual accounts, obligations following statutory amendments to lay down coordinated statutes, obligations relating to the act of appointment and termination of offices of persons to whom the daily management is delegated, the fact that the same information will have to be submitted several times and in different ways. I think of the annual accounts, with the list of directors to be deposited with the National Bank. In addition, the list of drivers and the changes thereof must also be submitted to the Belgian Staatsblad. Finally, it must also be submitted to the office. Three times the same information. Is this necessary? I come to the next point, the financial statements. The annual accounts to be submitted to the National Bank may in some cases be accountable, for example to gain greater transparency. This is ⁇ true for the very large VZWs with important social interests or a large number of employees. However, the obligation to submit should be proportionate to the interests of third parties and creditors. The question arises whether we do not go beyond these goals. In fact, some commercial companies and freelancers who do not have a corporate form will have lower obligations regarding the submission of the annual accounts than some VZWs.

As regards the standards used when submitting the annual accounts, we establish that the assets at the end of the financial year must not exceed EUR 25,000. What is meant by assets? Is this the income? Does this also mean the material, fixed assets? Are the real estate and movable property included in it? Are the proceeds and accounts included? Or is the balance sheet meant? There is a lot of uncertainty in this regard. If the balance sheet is meant, there is also the problem of the depreciation rules.

In any case, 25,000 euros is not a phenomenal amount, so a lot of small VZWs will be taxed with a lot of costs when submitting the annual accounts. Now a distinction is made between small and large VZWs and small VZWs on accounting obligations are classified among the small VZWs. They are now required to submit an annual report. I think we have gone too far now. A lot of VZWs will be meaninglessly ‘embedded’ with this.

In the accounting obligations, a distinction should be made between large and small VZWs. In the case of large VZWs, there is also a distinction between VZWs that are not or are not covered by accounting standards, for example because of subsidies by the communities. There is, of course, no problem in imposing double accounting and the law of 1975 on very large VZWs. They already apply this in practice. They are already audited by auditors.

The question arises where we have laid the trail. In the House discussions in 1999, the latter was much lower and that was right. We had first heard the experiences in the field. The threshold for imposing accounting obligations is now allocated far too quickly. Too many VZWs will be included here. As a result, many VZWs will be charged a lot of accounting costs while this creates little added value for transparency.

In the previous legislature, there was much discussion about large VZWs that were imposed accounting obligations from, for example, the communities in order to control the subsidy flows. During the previous legislature, I proposed an exemplary list as an annex to the report. Such a list provides clarity for the VZWs included in it, although the other should not be concerned as the list is exemplary.

At that time, it was agreed to drop the term equivalence, but nevertheless the term was used again. I fear that this again will give rise to uncertainty for many VZWs. It makes no sense to impose double accounting obligations. I suggest repeating the term equivalence and at least referring to the list confirming which VZWs are eligible.

This measure, however, will be dramatic for many small VZWs who only have a cash accounting on it, but to whom now a royal model will be imposed. That royal model can hunt many small VZWs at a cost. As a result of the compulsory annual accounts that we impose on some VZWs with assets exceeding EUR 25,000 at the end of the year, the problem risks to arise that many of those who, in light of their accounting obligations, are considered to be small, but to whom a royal model is imposed, are actually considered to be large because of the fact that they are required to submit an annual account. After all, an annual accounting contains a balance sheet, an explanation, an income account; in other words, they are de facto obliged to keep a double accounting, while the law relating to the accounting obligations does not impose them exactly that. By the way, how can small VZWs that do not have to keep double accounting value their assets?

This means that the obligation for the small VZWs to keep an annual account is opposite to the accounting obligations, as they are de facto obliged to carry out a double accounting, which causes them to incur unnecessary costs.

Mr. Minister, the following suggestion relates to the publication in the State Gazette. According to the relevant legislation, the obligation to proceed to publication in the annexes of the Official Gazette currently exists, and this while it still has only about three hundred subscribers. We propose to replace the publication on paper with an electronic website in the Belgian Staatsblad, with the addition that the data can be accessed through the file. Mr. Minister, you find this suggestion indeed cost-saving, but you find our proposal unnecessary since you think the current legislation allows this too. We doubt this and in order to obtain absolute certainty in this regard, we suggest that this provision be included in the law.

I come to my last point, which Mr. Erdman will probably replicate. A technical amendment was made to the text, according to which VZWs must not only indicate their registered office and the judicial district in which it is established, but also their address in the statutes. This amendment was not discussed in the Chamber and can not even be considered a technical amendment. Without wanting to create an incident on this, I would like to make the following comments.

Of course, the registered office must be mentioned in the statutes and it is an added value if it also includes the judicial district in which it is established. However, if the address of a VZW must also appear in the statutes, they must be adjusted whenever an address change occurs. This involves not only costs for the Official Gazette, but also the need to draw up coordinated statutes.

This seems to be unnecessary bureaucracy. In any case, I would suggest to leave that address entry out of the design. Therefore, we propose an amendment in this regard.

Mr. Speaker, Mr. Minister, of course, we do not argue about the final outcome of these discussions and the votes. However, I would like to point out a vote from the previous legislature. Also you, Mr. Minister, and the PRL group then approved the draft as we suggest, with the amendments we propose. The SP and the PS have done the same.

The Agalev-Ecolo group rejected the design at the time. Their criticism was as follows: you plague the VZW’s unnecessarily. You can read that in the parliamentary acts of the time, Mr. Tavernier. Now the obligations of the VZWs become heavier than in the adopted 1999 proposal. Now there will be many more VZWs under the jurisdiction than was the case with the texts of 1999. If the 1999 texts already harassed the citizen, then your group cannot otherwise — if it is consistent — than approve these texts. My group cannot do this. We think a few opportunities are missed here. This project increases the bureaucracy.

2001 was the year of the volunteer. I am afraid the year 2001 is over. We cannot approve this draft, as it is now proposed.

Mr. Speaker, I have asked for the word because I ⁇ want to replicate one of the amendments cited by Mr. Verherstraeten.

As for the general lines of the draft, I would like to emphasize that it showed some naivety from the chairman of the Chamber Committee on Justice to assume that the workwork, after so many thorough discussions in specialized subcommittees of the Senate, would likely be finished. We thought we should not do much more here, but we have found that you have submitted a series of additional amendments to the House. Once new amendments are on the table, of course everyone wants to make additional improvements.

The essence is that the beginning of regulation in this matter always arouses the feeling that one is engaged in something that one would best stay away from. Mr. Verherstraeten, if you go back to the history of the law of 1921, you will see that this was also the case at the time, despite the fact that the legal personality was given for the first time at that time. In a country where associations are almost inherent in culture, one wanted to let those associations thrive. I, by the way, note that in our country there are still very large associations without legal personality that feel very well in doing so. In addition, there are certain student associations that Mordicus refuse to take the form of a VZW. It is much more pleasant to be, for example, for the rental of a hall, an actual company with thousands of members rather than a VZW that can be addressed immediately.

This on the side. The intention of transparency was primarily aimed at the large VZWs which no longer exhibited the characteristics of a VZW and were on the edge of commercially equipped entities with a very large budget and a lot of staff. Despite the fact that obligations are now being incorporated for the VZWs, one may wonder if a better structure had not been provided. It has now been chosen to continue the VZW idea — even for the great VZWs — but then in a very transparent and highly controllable manner.

This, of course, leads to a discussion. Where is the latter in the distinction between the large — everyone agrees that these VZWs should be properly controlled and transparent — and the small VZWs? Or is it creating another middle class of medium-sized VZWs? This can continue to be discussed. The option that has been adopted now seems to me good. They will indeed have to adapt. In some associations, you may need to put some order on things. This will bring with it the necessary complaints and create some difficulties. Some people will no longer want to be a chairman or a treasurer because they do not want to take on those tricks. Now there are many people who are taxed with these things, without actually knowing what to do. In the future, there will be legal provisions.

Mr. Speaker, I protest against the motivation of Mr. Verherstraeten’s amendment. He disputes the technical improvement. After all amendments have passed and voted on them, a global vote has also been held in the committee. Fortunately, in the context of the functioning of this committee, it was possible to resort to the services of the Chamber, which have examined all the texts very carefully. In all possible ways they examined these texts very diligently and consistently.

Mr. Verherstraeten, I have no objection that you do not find this a technical improvement. If, however, you imply that this has entered into it in a strange way, I must nevertheless point out — and I have let it go on — that although you oppose the mention of the address in the statutes, the same wording appears in the primo of the article. The same wording is also found in the text of articles 18, 38 and 40 of the draft - draft article 28. Thus, the services have rightly checked the concordancy of the texts in order not to be accused by the Senate that there is only a “seat” indicated in one place and another “adresse of the seat”. The full concordance was applied. Mr. Speaker, I think we should emphasize here once again that the services here have done a perfect job. This has in no way the scope that Mr. Verherstraeten has given it. Per ⁇ he did it unwittingly because of the way he motivated his amendment, regardless of any considerations or scope. I have another margin note, Mr. Verherstraeten, because I know what your underlying thought is. You declare that you will accept that the seat and judicial district may be mentioned.

Mr. Verherstraeten, if I have understood you correctly, you could agree that the statutes would contain the classic formula that the board of directors determines the place of the seat in the judicial district. Why should a statutory amendment as such be implemented if the two are combined? In the case of the foundation, the address of the seat in the judicial district is indicated. The Board of Directors may change the address within the same district. This decision should be published. This is already the case at this moment. If the Board of Directors chooses a different seat at this time, even within the same district, this change must be published. After all, it is necessary to avoid in every possible way that the VZWs disappear in the veil and can never be identified again. The lawyers among us have all had to deal with files in which one has to make enormous costs by always charging someone at the wrong address to eventually have to determine that there is no one there. I emphasize that not only the concordance but also the efficiency of the text was sought.

With my contesting the technical nature of the amendment, I ⁇ do not throw a stone at the services. On the contrary, I pay tribute to their excellent work. Let this be clear.

My plea for the inclusion of the judicial district in the statutes seems to me relevant and adding value to the draft law. Indeed, the indication of the judicial district indicates which office can be referred to in order to examine the file.

I oppose the mention of the address in the statutes. I know that the previous legislation in practice has regularly caused problems because it was not known where the VZW should be sought. A number of articles of the present draft already offer a solution to this issue. The fact that the administrative file located on the seat indicates the address is an added value for the members. The fact that the secretary knows the address of the seat is, in my opinion, important. This way, we can find the address twice. Article 11 correctly imposes on VZW the obligation in the future to indicate the address on all administrative documents. This is the third way to find the address. We have three times the opportunity to find out the address. Therefore, I wonder whether that mention of the address is still necessary in the statutes. In this way, one is at risk of having to arrange a whole bunch of administrative matters at the least move. Once upon a time is not customary. Four times is too much. Trop is too much.

Mr. Speaker, Mr. Minister, the bill submitted to our vote is the result of a long-term work since it had already been voted by our assembly in the previous legislature. It was essentially aimed at ensuring greater accounting transparency for the most important ASBLs, to make the 1921 law the corrections made necessary by the Treaty of Rome by removing the conditions of nationality and to allow the creation of private foundations. It also aimed at modernizing and rationalizing the entire law of 1921.

Despite the important work that surrounded the preparation of the text that is submitted to us and in which we have participated, we cannot today unreservedly adhere to all of these legislative arrangements. It is in accordance with Article 6 of the Treaty of Rome. The modernization of legal provisions is also the case. Of course, new possibilities exist. I think in particular of the certification of securities through the tool "foundations". However, in terms of achievement, transparency and administrative simplification, we consider that these objectives are either not sufficiently met or have pernicious effects. We are ⁇ concerned about the extent of the obligations imposed on ASBLs, which will be ⁇ heavy for medium-sized ASBLs.

However, in most cases, it is this type of ASBL that is most active on the social terrain in areas as diverse as social insertion and reinsertion, family management, the fight against social exclusion.

The majority would like to kill in the egg the citizens’ initiatives in the associative field while they could not do better.

Under the cover of the transparency required for large ASBLs, a requirement that we broadly share, we penalize and discourage small and medium-sized social enterprises that are discriminated against commercial companies. The administrative burden of the associations is increased at the expense of their capacity for action in the field that is their own. I think here especially of the small ASBLs, our sports clubs, our animation associations of the neighborhoods of our cities and villages. I would like to take this opportunity to remind you that hundreds or even thousands of people are volunteering to make our country and our regions dynamic. Here, we greatly weigh this work with additional administrative tasks.

We have attempted, by submitting amendments, to limit the account advertising regime imposed on ASBLs because it seems to us to be excessive and that it also involves risks of infringement on freedom of association and sometimes even privacy. by

We can only regret that we have abandoned the original principle of the single deposit by establishing a system for depositing accounts with the National Bank. by

Finally, we denounce the risk of improper use of the information that may be collected very widely by any interested third party while we have suggested modelling, within certain limits, the advertising obligation. Moreover, we can only find that the objective of administrative simplification is far from being achieved. On the contrary, this project moves from a desire for administrative simplification to a multiplication of the obligations imposed on ASBLs with the perverse effect of obstructing the freedom of association.

We will not vote against this bill because it allows for significant progress in certain areas, but for the reasons I just mentioned, we will abstain.

This law has indeed had a whole prehistory, characterized by discussions in the previous legislature and in the Senate. I will not return to this issue, since several previous speakers have already done this in detail. Given the late hour, I will limit myself to the essence. It is also not my intention to discuss the work of the rapporteur. I will limit myself to some considerations that the VLD considers important in these reforms.

First of all, I would like to point out, specifically in the field of VZWs, the reformed system in the field of accounting obligations, the obligation of disclosure and the control by the Commissioners. Through this reform, a law, which has existed since 1921, was thoroughly reformed and updated. A first point is the fact that the law of 1919 on international associations, now included in the draft. The second important point is the introduction of the private foundation.

We recognize in this legislation the following options, which we, by the way, fully endorse. First, the subject of major associations to a specific accounting legal regime. Second, the centralization of all data in a file that is drawn up for each association at the register of the court of first instance, in which third parties can consult the file and even request a copy of the documents. Third, the regulation on the recognition of centres of activity opened in Belgium by a foreign association and their obligation to publish.

All these elements not only provide for a uniform system of publication of the accounts, but also provide for greater transparency. It provides for a better arrangement regarding the manner of representation of the association. The procedure for the dissolution of the no longer active association is also clearly outlined. In order to allow the accounting of even the smallest VZW to be carried out in a uniform manner, the simplified accounting will be based on a model established by the King. In addition, a three-fold threshold is introduced. VZWs that exceed at least two of the three thresholds must keep their accounts in accordance with the Act of 1975. Also with regard to the mandatory control of the Commissioners, several thresholds were provided, so that this arrangement applies only to very large associations, a very limited percentage therefore.

The publication formalities are fully regulated in the new article 26 novies, which contains all documents that are deposited in the file. This file shall be kept for each association at the register of the court of first instance. What this article will bring with additional workload for the offices should be closely followed and periodically evaluated. In this context, I note — which was also discussed in the discussions of the working groups in the Senate — that in order to promote transparency in the sector, a central register of associations can be established, in accordance with the central trade register and even in accordance with the central register of confiscation reports, which can be updated online by the offices, for example, and which can be consulted online by any interested party.

With regard to the annual accounts, this is partially resolved in the present bill by depositing it with the National Bank. It is our conviction that the arrangement means a perfect reconciliation between, on the one hand, a smooth arrangement for the tens of thousands of small associations in our country and, on the other hand, the transparency needed in the large associations that VZWs can sometimes be, where there is a lot of money and which for many citizens in this country mean a source of income and employment. Furthermore, the transparency rules are essential for the protection of third parties who contract with the VZWs. Furthermore, because of the clear regulation of this law, many might feel attracted to the form of the VZW, rather than confronting it negatively, because of the accounting obligations.

A second important point in this bill is the introduction of the private foundation, through a coherent system, as is the case in the Netherlands. Non-recognized foundations are private foundations, recognised foundations may call themselves of public benefit. It is our conviction that the private foundations will soon demonstrate their usefulness for our country, now that they can be used as a tool for the certification of securities.

Due to the division of legal and economic ownership, family-owned enterprises will no longer have to be broken down when the head of an enterprise dies or ceases its activities. The Belgian economy will benefit from this. In addition, the institute allows parents to make the necessary arrangements in case of death for a disabled child.

A final point to which we draw attention is the full incorporation of the law of 1919 on the international VZW. This has been done taking into account the peculiarity and flexibility of the international associations which, after all, are of very economic importance for our country and for the employment of about 8,000 people.

Mr. Speaker, Mr. Minister, colleagues, the importance of reform for the citizens of our country should not be underestimated. Everyone is a member of one of the approximately 100,000 VZWs, so everyone will be faced with the reform from far or close. This is why it is all the more important that the law is a solid workpiece. Through the reform, the VZW is adapted to our modern society, which we very much welcome. We hope that the law will prove to be an efficient and smooth tool in daily practice.

Mr. Speaker, ladies and gentlemen, I will briefly replicate, because it may not be the intention to recapture Mr. Hove’s excellent report. Let me limit myself to the strengths of the design and the few questions that are still raised today.

The social impact of the project is well known. More than 100,000 non-profit associations can be found in the social fabric. There are also several hundred million euros. It is therefore normal that a law which has been in force since 1921, after more than 80 years, is adapted to the evolution of the social tissue.

The Justice Committee has approved the present draft law. It contains three novels. First, a large number of corrections were made possible thanks to the comments of the MPs and the services of the House and Senate, which allowed us to draw up a solid working document.

Second, we have sought a better structure in which we have built a comprehensive whole around the various legal entities, in particular the VZWs, the private foundations and the international non-profit associations. Thirdly — which was the main driving force for the bill — there is more transparency for the association sector.

Mr. Speaker, several members have pointed out that not only can we not speak of simplification of administration, but that on the contrary we complicated the situation by introducing a system that would compel some ASBLs to keep accounting.

It is sufficient to refer to the fact that 90 % of VZWs will fall under the system in which they are not bound by the additional obligations.

Among the criteria chosen and which I think are balanced, I will cite the fact that ASBLs must employ at least 5 workers, make 250,000 euros of revenue and have one million euros of patrimony. In these conditions, it can be said that these are large ASBLs that must also respond to the concern of transparency in force in our society. Mr Borginon has yet several specific questions gesteld. He asked of him also a formal act is necessary as he is an overname comes from obligation. The formal act is necessary. Thereover will i erg clear be.

I am surprised by the discussion about the address of the trading company to be given. Those who accept legal personality and participate in legal transactions in that form must be able to reach. Therefore, I think the display of the address is an absolute minimum. It would be the same as if a natural person, if he is present in the legal transaction, could satisfy himself by saying that he lives in Brussels without further specifying his address. For the sake of legal certainty, the address seems to me a certain minimum to be retained.

You also referred to the audit board where some obligations are carried out. We can hardly argue that a company that has €1,000,000 in assets and has to have an audit board intervene at any given time would not be able to pay the costs of it.

The same applies to the questions of Mr. Verherstraeten. At one point, Mr. Verherstraeten pointed out a proposal he had already made before, namely to make a kind of attachment to a sample list or a sample list, as he himself called it, of Non-Profit Associations which, however, must meet certain additional accounting obligations in order to obtain compensation. I am not in favour of the publication of such a list in the Belgian Staatsblad, as that publication would imply that that exemplary list would have to be adjusted at different times, with all the consequences thereof. I would like to make it clear that all those Non-Profit Associations will have to meet the new obligations if they meet the criteria as set out in the law. If they are granted certain subsidies, it is obvious that Non-Profit Associations must meet additional conditions, specific to the grant of that subsidy.

You also referred to the electronic carriers. In the future, I think small accountants will be obliged to maintain a kind of unified accounting, for which, by the way, a model has already been developed. These accountants will, of course, be able to do so through electronic carriers. In the future, this system will be further developed, namely at the time when Feniks will also get its full yield. I do not think we should make any additional efforts in this area.

I would like to touch on two additional problems. First, the introduction of the private foundation in Belgian law seems to me to be of great importance for two reasons. First, the private foundation, as a legal instrument for the certification of securities, offers a wonderful solution to ensure the continuity of the family business if the founder terminates its activity. Practically speaking, a appeal to the Dutch offices is no longer necessary, as was the case so far, to remedy that evil. This can be done through the Belgian private foundation.

Secondly, I would like to stop with the big groups. They oppose the fact that they, as VZW, are obliged to communicate a number of crucial information. To these important groups, mostly employer groups, I can communicate that there is a magnificent outlet for them, namely the application of the law of 1898 on professional organisations. They can use that instrument and are invited to use it if they wish.

The proposed amendment is balanced. It is not only an evaluation as a facelift or an adaptation to current legislation, but at the same time a justified suction and expectation of society, namely that there will be more vision on the Non-Profit Associations. Therefore, I think that in the ratio legis of that bill a complete answer can be found to those aspirations.