Proposition 51K0735

Projet de loi modifiant les articles 213 et 223 du Code des sociétés.

General information ¶

Submitted by

PS | SP MR Open Vld Vooruit Purple Ⅰ

Submission date

Jan. 27, 2004

Official page

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Status

Adopted

Requirement

Simple

Subjects

tax evasion firm governed by commercial law share capital organisation

Voting ¶

Voted to adopt

Vooruit PS | SP Open Vld MR

Voted to reject

CD&V Ecolo LE N-VA FN VB

Party dissidents ¶

• Servais Verherstraeten (CD&V) abstained from voting.

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Discussion ¶

April 29, 2004 | Plenary session (Chamber of representatives)

Full source

I am referring to my written report.

Mr. Speaker, we will continue with the kindergarten activities, because the bill submitted by the government typically fits into what my group leader said. Today we will vote in the House on a draft law that entails an amendment to the Company Code and that actually intends to implement the government agreement, chapter 2: "Oxygen to awaken the entrepreneurial spirits and to intensify the fight against tax fraud". That is the subject of that bill. My group is the first to say that we consider the fight against tax fraud very important. This is an important task for the government.

However, we note that there, in the Department of Finance, where that struggle should be carried out, not much has actually happened. Van der Maelen, Chairman of the Sp.a-Fraktion, "bushes" monthly the Minister of Finance with regard to the efforts that are not delivered in that area. At the same time, he himself throws around the sweetest initiatives in the Chamber.

CD&V considers the establishment of a company a good way to shape an independent activity. The one-headed BVBA is the most suitable form for young, start-up self-employed to start a business in a simple, fairly inexpensive way.

I was, like so many in this House, of the opinion that it was the purple government that thought that it would stimulate the young ⁇ , give the young startups a push in the back. We had, by the way, heard once again with much applause from Petit-Leez GrandGembloux that this would be the initiative for the coming months. The first thing we see is that the capital to be deposited is simply doubled.

We all know that young start-up entrepreneurs have trouble gaining capital. The need for capital in them is large, but the possibilities to reach that capital are not so easy.

Furthermore, the memory of explanation is ⁇ vague and does not explain at all what it is actually about. We realize very quickly that it is about the fight against VAT fraud trucks, which would be found in those single-headed BVBAs. Therefore, through that bill, the government will change the mechanisms, which existed to start a company with a small capital of 6,200 euros, and double the capital. That is the objective that the government puts forward in that bill.

I would like to ask the Government the following question.

Will it make single-person companies more expensive?

Will the government increase the guarantee for creditors? I asked the minister if she would provide figures or evidence about those fraud carrouses that exist in those one-headed BVBAs, but we unfortunately did not get them. Nevertheless, we all know — in our group, but I mean also in other groups — that it is the most appropriate form for young enterprises to establish a corporate structure. There are a lot of young self-employed people who want to start in the service sector, who can start in a freelance profession, who will perfectly find their way and who will be able to push a decent company out of the ground by supplying the capital of 6,200 euros.

For us, fraud prevention consists in addressing the fraud mechanisms themselves. This can be done by ensuring that all annual accounts are effectively submitted and published in a timely manner, by addressing mailbox companies and by regularly checking the company's tax returns throughout the country. That is efficient anti-fraud and not what is proposed in this bill and will be voted on in the plenary session. The measures proposed here appear to me at no time to be related to any fraud mechanism, unless the government wishes to interfere with the independent undertaking through this company. Their

We consider it normal for a company that has been operating for several years to have a full capital, but from the point of view of the protection of potential creditors. I could still accept that the government is taking a measure to consolidate the capital to be deposited by the single-headed BVBAs in order to strengthen the financial structure of these companies and to prevent bankruptcies, as colleague Lano cited in the committee. However, I cannot accept that the mechanism is used to combat fraud and to detect VAT carriages. If one wants to give these companies a more solid foundation, then one must do so with an appropriate draft law. Then we can also discuss this.

The way in which the Government seeks to answer the State Council’s opinion that the exclusive imposition of additional charges on services on start-up undertakings applies only to single-person undertakings does not appear to me at all convincing. Please be sure that there will be appeal proceedings before the Arbitration Court.

The objective difference would be that single-person companies are more susceptible to fraud. Should we consider the higher debit duty than a tax on fraud sensitivity? The government does not clear the link between fraud sensitivity and the need to dispose of a higher total capital. Therefore, I do not see any economically and legally responsible criterion to address one type of company in our country in this way.

It’s guess, but is this the compromise between the socialists who want to abolish the single-person society and the liberals they want to keep? As far as the Court of Arbitration is concerned, I fear that this argument may be too weak. We deeply regret that the government wants to make it difficult to start up companies instead of addressing the fraud directly. I reiterate to my annoyance that we read in the media that the Megaminister Council for Justice and Security, the third in a row, presents a plan issued by the government to map tax fraud and VAT fraud. If you want to do so, that is a serious objective, but do it and don’t start dealing with single-headed BVBAs by imposing them a sensitive increase in the full capital to be deposited in the function of anti-fraud. Then take the anti-fraud approach to heart and treat it as a total problem, not as a separate fact from one type of small company. Their

What lies ahead here is just fake, unbearable and detrimental to any young starter who wants to start a small business. I do not need to repeat it, it is clearly said in the committee: we do not join in such uncoordinated fragmentary useless approach due to the government. Their

Finally, when you talked about the Court of Arbitration, we know that the accountants, who are united in the Institute of Accountants, have visited State Secretary Van Quickenborne. He would have already claimed that this is a nonsense bill and that it should be wiped off the table as soon as possible. We will vote against this with conviction.

Mr. Speaker, Mrs. Minister, dear colleagues, the bill under discussion aims to bring the part of the capital to be released in a private limited liability company constituted by a single person to 12,400 euros, or double the capital currently provided in the legislation. This project is part of an economic context where the number of bankruptcies continues to grow. In fact, the number of bankruptcies registered in March 2004 was 825 units according to the INS, bringing the total of 2004 to 2,148 units, or 10.2% more than in 2003. It is a fact and we can hold all the speeches at this tribune but we must work on the facts and this project allows this work.

It is essential to make the SPRLU more credible by providing more guarantees for itself but also for others, namely contractors and creditors. Currently, in practice, the action in release of capital, which was discussed in commission, carried out by a curator in case of bankruptcy, is of little use since the person who would still be able to carry out the release of capital generally no longer has any financial means.

The bill therefore pursues a praiseable goal by strengthening the financial solidarity of this form of society. It must also be not forgotten that the amount of social capital and the share of social capital to be released must meet the real needs of society in order to participate in the economic life. One of the priority objectives of the Reform Movement is to establish policies for the creation and development of enterprises and thus jobs. Also, the sustainability of these companies is a determining factor for the health of the economy. The consequences of bankruptcies are not negligible. We must also focus on the negative consequences they have for a large number of economic actors.

I would like to emphasize that it is mainly for this reason that the MR will join this bill. Although we support the fight against tax fraud, we do not believe that the adoption of this bill alone will contribute to this, or even the intention of this project, especially in the field of VAT carousels, as explained by the development of the project. In this regard, the bill seems to us to be more involved in the fight against fraudulent practices rather than the fight against tax fraud as such.

We raised in committee the worrying question of the entry into force of the law which was originally planned with a retroactive effect. We fully support the amendment adopted which aims to bring the law into force on the day of its publication in the Moniteur belge, knowing that existing companies will have a one-year period to release the additional capital, which I think also meets a need for security and credibility in relation to the fund.

One last issue must be addressed: the difference in treatment between the SPRLU and the SPRL, which was ultimately at the heart of the case.

I would like to recall that the Minister of Justice has advanced the criteria to justify this difference in treatment due to the one-person character of this type of company.

The Minister indicated in this regard that the SPRLU functions as both manager and general assembly, control and controller, which I find indisputable on the basis.

We hope that the Arbitration Court will be able to qualify these criteria as objective and will consider this difference in treatment reasonably justified.

In any case, we cannot prejudice the following. It will be up to the Court to decide on this matter when it is submitted to it in so far as it is.

I will conclude, Mr. Speaker, Mrs. Minister, dear colleagues, by affirming the support of our group to this bill, since it aims to contribute to the sustainability of companies – indispensable for the health of our economy – but also to the safety of business activities.

In the committee, I immediately questioned the effectiveness and effectiveness of this bill.

The purpose of this project would be dual.

First, combating tax fraud and, in conjunction with it, improving the collection of taxes. I will come back to that later.

Second, the increase of the collateral of the creditors. What means are used to ⁇ these goals? Within one year after the entry into force of the law, the one-headed BVBAs must proceed to the completion of the social capital in the amount of 12,400 euros, and not as it is now 6.200 euros. It is therefore, in fact, a doubling of the social capital, in which case it must be sufficient.

I will begin with the effectiveness of the bill, namely the fight against tax fraud. I disagree with this, I even think it will be counterproductive. Why Why ?

First, it will discourage the starters. This law has undeniably a threshold-increasing character, since 6,200 euros is 12,400 euros. The threshold is therefore twice as high for starters, and especially for young starters, to establish a single-headed BVBA.

Second, will this law discourage the fraudsters or be able to fight them? That is the other side of the medal. I also have my doubts. I think the problem will simply shift to the creative enterprise — if I can call it so — outside the companies with legal personality. There are also single-person ⁇ and independent entrepreneurs who do not assume legal personality, there are BVBAs and NVs that do not have a single-headed character and therefore can also be used and abused for purposes that this bill aims to combat. I will return to that later, at the end of my speech, with a quote from the explanation, with which the explanation goes wrong and actually fights itself.

Third, it is a blow to potential growers. In fact, one puts a lot of EBVBAs under pressure for a very short period of one year. They are forced to grow. They will no longer undergo natural growth, but a forced growth under the influence of the legislator. Mr. Speaker, colleagues, everyone knows that one breaks the spine when one forces or charges growth. I give this to you as a concern. If this is done, the backbone of many EBVBAs in Flanders will be broken. This bill is not effective.

In terms of efficiency, there is a complete disproportion. Heavy burdens are placed on the shoulders of the EBVBAs, precisely in difficult times. This is the worst part of this bill. It is the wrong signal at the wrong time. Currently, many companies, and especially the very small ones — the EBVBAs — are struggling to raise funds from the banking sector. It is now spoken of "tante Agaatleningen", or in French loans of "uncle Marcel". Just at the moment when one has so much difficulty in the business world to raise resources, one says that one must increase the resources.

How can we increase the resources when it is difficult to get them anywhere? Everyone knows that certain legal arrangements are already being proposed to deal with this, while in fact here one imposes the karwats on them and says that one will now have to reach resources, wherever one will have to get them, though one cannot get them anywhere! The timing of this bill is tremendously bad and the signal given is tremendously bad.

At this very moment, in the Committee on Commercial Law and Economic Law – I would only point to it for a moment – it is also in the process of developing, developing and discussing the bill on multiple voting rights for commercial companies. Apparently, one will meet the desires of the big companies, but the small ones are addressed. The big ones are treated and the small ones are treated. Just in the moment when one begins the discussion in favor of one in the aforementioned committee, one is going to take the blow over the other. In the light of the on-stage IKEA law, I can only say that purple in any case has become the government of the big capital, for those who could still doubt it.

The second purpose of this law is to increase the collateral for creditors. This is really cynical. Thus, within a year, all those EBVBAs must seek, often desperately, new resources for the completion of the capital. Thus, in the first place, the attention is distracted from their true purpose, from what the persons who have established an EBVBA have economically envisaged, namely the trade they wish to conduct and the services they wish to provide. These are in the background, because now one has to look for capital. That is one. Second, that search for more collateral could mean the collapse of many single-headed BVBAs. Why Why ? Because many bonafide entrepreneurs will now have to plunge themselves into debt to increase their collateral, which may cause them to be overlooked because they have not been able to engage in their true purpose.

As for the effectiveness of this bill, I say, therefore, that this will potentially sort out perverse effects and will indeed rather favor the big creditors than the small creditors. If one would implement this bill now to try as much as possible to give small creditors the opportunity to turn to an EBVBA that does not meet its obligations, then agree. But what do we read in the explanation? Fighting tax fraud, fighting offsets in VAT carousels and the like, and thus actually improving the collection of taxes. Here we come to the point of why it is all to be done here. In fact, the purpose of the taxation here is to hide under the so-called qualitative improvement of economic life by the EBVBA’s upgrading through full deposition of capital. As colleague Pieters just said, EBVBAs are being targeted, but other corporate forms that may be equally open to tax fraud are apparently not being targeted. She has rightly already named it: Council of State, Arbitration Court... We are not yet at the end of the story.

I also do not make illusions about the real fraudsters. The majority should also not make illusions on this point, colleagues. Mrs. Minister, Mr. President, the real fraudsters who would really be afraid of this bill, will probably go bankrupt with pockets full of money even before the announcement. On the ground, it is the bonafide entrepreneurs that one will meet, because before this bill has become a law, the malafide entrepreneurs may have taken over the neighborhood for a long time. That is only a small exception, well, for this one does not have to approve this bill: there are other means for that. Mr. Speaker, Mrs. Minister, colleagues, the first conclusion we can draw is that this is a bad bill. It reduces the legal framework for EBVBAs and responds to a tendency of a certain political direction that has never given it a warm heart since the entry into force of the EBVBAs Act. Especially in Flanders this effect will sort out because Flanders is one of the champions in EBVBAs.

The second conclusion we can draw is that purple is the record holder of bankruptcies. This bill will ⁇ not prevent companies from going bankrupt — on the contrary — in these economic times. It is claimed that there is economic growth, but it must all work through to the smallest. As I said before, in these bad economic times, this bill stands like a tang on a pig. I wonder how economic interest groups and employer interest groups will think about this. I expect criticism from that corner. Paars has already held the record of bankruptcies and will remain.

Thirdly, as I promised, I now quote the Minister in her explanation: “The EBVBA, precisely by its one-headed nature, allows one person to possess full mastery over the company. He simultaneously performs the role of chief executive and of the general assembly, of the audited and of the auditor. In that case there is therefore no need for accomplices or stromans who could make scruples apply or deliver the actual attraction. The government notes that a company in this way is only a tool for fraudsters, a means to carry out illegal practices. In addition, the companies concerned often do not carry out any commercial activity." I ⁇ do not want to remove it from its context, but I think that all this piece of the explanation alone is sufficient to get the one-headed BVBAs to step into the Arbitration Court and to ask why one does not target the NVs and the BVBAs with multiple persons. After all, they can equally work with two streammen with one driver above them that actually controls everything.

Finally, before clarifying the position of the Flemish Bloc in connection with the vote, I would like to lose this. The Committee on Commercial Law and Economic Law has repeatedly stated that this committee is a mere technical instrument for improving and adapting legislation and that it deals with technical matters across party borders. In this case, one has already started badly during this legislature by putting this bill on the agenda of this committee because it is clearly a draft on which there is very large political division.

I decide by saying from the bottom of my heart that the Flemish Bloc will vote against this bill.

Mr. Speaker, Mr. Speaker, Mr. Speaker, Mr. Speaker, Mr. Speaker, Mr. Speaker, Mr. Speaker, Mr. Speaker, Mr. Speaker, Mr. Speaker, Mr. Speaker, Mr. Speaker, Mr. Speaker, Mr. Speaker, Mr. Speaker, Mr. Speaker, Mr. Speaker, Mr. Speaker, Mr. Speaker, Mr. Speaker, Mr. Speaker, Mr. Speaker, Mr. Speaker, Mr. Speaker, Mr. Speaker, Mr. Speaker, Mr. Speaker, Mr. Speaker, Mr. Speaker, Mr. Speaker, Mr. Speaker, Mr. Speaker, Mr. Speaker, Mr. Speaker, Mr. Speaker, Mr. Speaker, Mr. Speaker, Mr. Speaker, Mr. Speaker, Mr. Speaker, Mr. Speaker, Mr. Speaker, Mr. Speaker, Mr. Speaker, Mr. Speaker, Mr. Speaker, Mr. Speaker, Mr. Speaker, Mr. Speaker, Mr. I think it is inappropriate in terms of the objectives pursued. by

If the objectives are to fight fraud, either through taxation or through VAT carousels, I do not see how the increase of this liberalizable capital will provide a solution. He who constitutes a company with the goal of cheating will find a way to increase that capital and engage in fraud in the same way. If the goal is to fight bankruptcies, I may encounter the concern of having enough capital to be able to set up a company, but the amount of sufficient capital must be estimated according to the type of project and company.

So, I don’t think that this project will bring a solution, especially since nothing obliges you to leave that money permanently on the account. In any case, the company that pericles will end in the same way, with the empty boxes, whether it has a liberalizable capital of 12,400 or 6,200.

I do not understand the importance of this bill. There could be another goal, which is not said: it would possibly be about targeting certain liberal professions which one might estimate that they do not have to constitute in SPRLU. If this is the case, it would be better to take action and officially say that this is the aim aimed at. Indeed, this measure will penalize the one who settles, the one whose business goes less well, the one who does not have fortune or personal property allowing him to invest in order to constitute this capital. Even if the goal was that, this solution proposed here is therefore unfair.

Furthermore, the project creates an injustice between those who cannot exercise their profession otherwise than by forming a society and those who cannot form a multi-person society because, for example, they do not want to associate with a cousin or with a person who would not be a member of the profession because their order prohibits it. This again creates discrimination between people, discrimination that has nothing to do with the objectives pursued.

This mandatory amount will ultimately penalize those who receive the least income or who manage a small business.

Finally, some companies carry out activities that do not require such capital.

It cannot be denied that problems exist and that companies cheat one person; they are not the only ones, but there are. However, I think the proposed solution is not good. Pieters also talked about various other possibilities that allow intervention such as the verification of the statement of accounts, the fact of avoiding the companies postal boxes or the publication of the tax verification. Some structures can also accompany the one who sets up a project so that his capital is sufficient. In addition, there are in the Regions devices that help and aim to avoid bankruptcies; if this is the goal, it would be better to invest much more in this type of solution.

I add that there is another element, namely that the SPRLU is, for some, the only possibility to protect, in a certain way that is not absolute, their private property in relation to the status of independent. For example, when they want to borrow a loan from a bank, they are asked to borrow property belonging to their family members. There are also measures to be taken in this area.

In conclusion, I consider this to be an ineffective and unfair measure. I do not understand that the MR, which defends the independent, accepts it and that the PS, which says defending the small independent, proposes such a solution; in fact, in my opinion, those who will be penalized, it will just be the small independent with the lowest incomes while the objectives aimed will not be achieved.

Mr. Speaker, Mr. Speaker, Mr. Speaker, Mr. Speaker, Mr. Speaker, Mr. Speaker, Mr. Speaker, Mr. Speaker, Mr. Speaker, Mr. Speaker, Mr. Speaker, Mr. Speaker, Mr. Speaker, Mr. Speaker, Mr. Speaker, Mr. Speaker, Mr. Speaker, Mr. Speaker. We had the opportunity to expose each of our arguments, but we did not find agreement. I will therefore allow myself to raise in this tribune the arguments I have developed in the committee.

I will start with a positive point, in our opinion, regarding the entry into force of this bill. This has been the subject of a modification. The amendment has been submitted by the government, which is going in the right direction. This will prevent a retroactive entry into force for companies to be established and a postponement for companies already established. This is really something I am delighted with.

As regards the principle, it is necessary to reconsider the opinion given by the State Council on the discrimination between the status of SPRLs and SPRLUs.

When one discriminates in such a way between a SPRL and a SPRLU, by "changing" the criteria to be able to constitute a SPRLU, the capital to be subscribed remains the same, but the proportion of the capital to be released differs seriously since it takes the double for a SPRLU.

As you know, Mrs. Minister, this difference in treatment can be justified if it meets a number of interests. If I am not mistaken, you have listed these interests. In fact, the capital increase to be released for the creation of a SPRLU has 4 interests.

This, you think, contributes to the creation of ⁇ . Let me be skeptical on this point. Indeed, the fact of increasing the capital to be released for a SPRLU may, in your opinion, have no impact on the creation of the company, which I can grant you even if I do not share your opinion on the subject. But in any case, this can not result in creating companies, I cannot support your argument.

You have advanced the argument of security for creditors. It is true that a company that does not earn money is late to pay its creditors. A bad-faith company is late to pay its creditors. But it does not depend on the capital to be released. This does not depend on the proportion of the subscribed capital that has been released by that company. It is a matter of attitude, a matter of cash flow, it is a matter of money that enters and leaves this society. It does not depend on capital.

I have noticed that mr. Lano asks questions.

It is the square of the circle, if I understand correctly. I have a lot of respect, but...

There are companies that have released all their capital and who do not pay their bills.

It is to go searching far away.

You will tell me that a SPRLU that creates itself, because it releases 12,500 instead of 6,200, it will be better able to pay its creditors for the rest of its life! Maybe in the first few months.

It is enough to provide more available funds!

When the money went, it went.

During the time that has been spent on this discussion, we have already spent

The difference is that it is not a uninominal society!

You may not have the habit of SPRLUs, but, Mr. Lano, I must tell you that if the liberation of capital is in progress, increase it! Increase the capital to subscribe!

No, I have no proposals on this issue, Mrs. Minister, because it will not solve the problem. The fact of releasing 12,500 euros when the company is founded can provide aid during the first months, of course.

The [...]

No, of course, but this will not reach the goal, because if the prospect is to fight bankruptcies, for example, if the released capital has already been in competition with two-thirds, which will be made mandatory, there will be no more shares in capital release! You will have them only for the last third, while now they remain valid for the "last two-thirds" of capital, since only one-third of it was released when it was necessary to subscribe to the whole capital.

But the interest desired by this bill will not be met so much from a social point of view as from a point of view of the struggle for creditors as well as at the level of bankruptcies, as I explained just recently, given this difference between the capital released and the one not to be released. As regards the fight against tax fraud, you are based on the assumption that there is more tax fraud within the SPRLU than in the SPRL. Indeed, if you apply this measure only to SPRLUs and not to SPRLUs, it obviously poses a problem, because SPRL can very well do tax fraud like SPRLUs and you assume that SPRLUs do more, since you increase the capital to be released. by

This is stated in the report, Mr. Massin!

This is your deduction.

In this case, there is no reason! Mr. Minister, as I said in the committee, if all these interests are met, if effectively, there is a social interest, if like Mr. Lano says it so well, it is absolutely indispensable that companies have 12.500 euros of released capital to survive the first two months, do it too for SPRLs! I cannot understand this difference in treatment, because interests are not met. If they were, you would also apply them to SPRLs. Indeed, if there was a social interest, an interest for creditors, an interest in the fight against tax fraud, an interest in the context of bankruptcy, this measure would be equally true for SPRLs as for SPRLs.

Clearly, we are facing a policy that puts SMEs in the face of a number of obstacles. This has been revealed in a ruling of the Arbitration Court. This ruled that the tax system for SMEs was discriminatory — Mr. Crucke, it is the Arbitration Court that says it! — because, as part of the calculations for the benefit of the preferential rate of 33%, a profit criterion was introduced. This was very discriminatory and damaged SMEs.

As for the minimum income for corporate administrators, this measure has caused legal uncertainty for them. This was once again an obstacle for SMEs. Don’t tell me that you are supporting SMEs or their development — I am addressing more specifically to

Mr. Speaker, you are the last speaker registered in the general discussion. You have the word. You were so good in your report that I can’t deny it to you now!

Mr. Speaker, Mrs. Vice Prime Minister, if my report was brief since I referred to my written report, at the level of my intervention, it will be different and that, taking into account the statements of the various speakers who have preceded me and some things that I have been able to hear.

As Mr. said. In the framework of the report and the general discussion that took place in the committee, the bill must be submitted in its context. If we talk about the fight against fraud, whether fiscal, social or other, it is true that we might rather talk about "fraudulent practices", terms used by Mr. and Lano himself.

If this bill will not eliminate fraud, fraudulent practices at least, it will make it more difficult – and ⁇ prevent, it is a wish – to resort too easily to this form of society that is of simple use and without any control; indeed, if one wants to establish fraudulent practices, this form of society exists.

As a reminder, within a SPRLU, a one-name personal company, you have one shareholder, one manager and therefore one control body since the shareholder, the manager, is the same general assembly. There is nothing else! The only control that can exist, at one time or another - and it is important to emphasize it - is possibly the control of the tax administration, but only when the tax return has been introduced. Assuming that the company is constituted in the month of June, we have an exercise of 18 months before the return of the tax return, before the notice extracted from the role and before, possibly, the first tax inspection. In the meantime, the hole is already very widely digged!

In the case of VAT declarations, one or two VAT declarations are already introduced. If you are in the framework of quarterly statements, 6 months have passed; the hole is already very wide!

And I am not telling you what can happen if you have workers and that there must be control at the level of the ONSS, the Social Law Inspectorate, the Labour Inspectorate! At that time, we fall into other practices.

And all this, why? Because you have one management body, one shareholder, one general assembly of control, with the same person, which allows everything and anything!

Eventually, there could be creditors, those we just talked about, the small suppliers who might have acted, who might have been in court and obtained judgments. These judgments, it is necessary to wait for them to be transmitted to the Chamber of Commercial Investigation so that it finally seizes the file, calls the manager of the company to finally have accounts rendered in relation to the company.

Meanwhile, the fraudulent practices, charged by the state, continue again and again! Because the most important thing – and we’ve just talked about small creditors – within this type of company is that everyone is injured!

If VAT is not paid, if the ISOC is not paid, if social security contributions are not paid, it is everyone who contributes! And that, only for one, two, 100, 1,000 people who have set up fraudulent practices!

It should not be forgotten that, as part of certain adjustments to corporate law, the fight against these practices continues. I remind you that when the Commercial Companies Act was transformed into the Corporate Code, there were adjustments, for example, at the level of cooperative companies. Why Why ? In order to sanitize the market, the capital of the cooperative companies was increased. At the SPRL level, we have taken exactly the same steps! But, because today, we touch the SPRLU, bizarrely, automatically, we are criticized! You cannot touch it! Anonymous societies, cooperative societies, SPRLs, yes! But the sprinklers, no.

It is true that many self-employed have entered the SPRLU system, but – I am myself – I would like to clarify that, most of the time, it is to avoid paying a fair tax that SPRLU is used! Measures exist, which are not these, they were taken in their time to avoid tax evasion when creating a SPRLU. At this level, the contributions made at the SPRLU level were taxed. Adaptations are made.

Similarly, on the level of the fight against tax fraud and the measures taken by the SPF Finances — Mr. Wathelet recently mentioned this — the amount to be paid to managers in terms of remuneration has been increased in order to benefit from the reduced corporate tax rate. This is a measure to combat fraudulent practices in tax matters.

I believe that these elements meet the principle of proportionality. As part of the discussion in the committee — and even today — many have highlighted the economic problems they encountered. They talked about the problems of the company’s sustainability, the creation of the company, bankruptcies. I told you just recently, at the level of the cooperative companies, the market has been "healed" by increasing the capital of these companies, which has caused enormous bankruptcies throughout the country. At the SPRLU level, if, at some point, it is found that fraudulent practices are established through this system, it is necessary, in the same way, to sanitize the market. This measure will help combat the increase in bankruptcies because there will be greater difficulties in using this type of company. People will therefore use them less to make empty shells that will then be declared bankrupt.

In terms of sustainability, what does a business need to start its business? The cash flow. What is the first cash flow? This is liberated capital. You said earlier "in the first months", but if the business starts well and you are not in the framework of fraudulent practices, the company will continue and the cash flow released from the beginning will allow it to ensure its sustainability. Thus, we will have, on the one hand, an encouragement to the sustainability of enterprises, to the creation of enterprises and, on the other hand, some accountability at the level of enterprises.

The latest reports from the General Assembly of Consular Judges near Commercial Courts indicate that ⁇ 30% of companies in Belgium are in virtual bankruptcy. One of the elements that they highlight is the lack of "cash flow", the lack of capital released, or even insufficient capital but above all the lack of capital released to ensure during the first months the sustainability of the company. The project is also a response to that.

I was going to forget about a tax measure, the fight against laundering. It has been adjusted with the unanimous consent of the Parliament. This is a measure taken at the level of the Ministry of Finance.

Finally, one last element seems to me important within the framework of the law and it is a shame that no one has raised it: it is specified that when the capital of 12,400 euros is not released or when the necessary adaptation is not made, there will be a solidary deposit of the only and only associate with the company. This seems to follow the usual logic of the Code of Companies as well as the methods of struggle that we have set up at the company level, whether it is the criminal conviction of companies or the criminal record at the company level. We are always going in the same direction: we are trying to fight fraudulent practices – and as I said at the beginning of my speech, we will contribute but we will not solve the problem in its entirety.

Mr. Speaker, I refer to the arguments developed by the members of the majority who expressed in their speeches the content of the committee debates.