Proposition 54K3119

Projet de loi introduisant le Code des sociétés et des associations et portant des dispositions diverses.

General information ¶

Submitted by

MR Swedish coalition

Submission date

June 4, 2018

Official page

Visit

Status

Adopted

Requirement

Simple

Subjects

non-profit organisation legal person organisation company law association

Voting ¶

Voted to adopt

CD&V Open Vld N-VA MR

Voted to reject

Vooruit PS | SP ∉ PVDA | PTB

Abstained from voting

Groen Ecolo LE VB

Party dissidents ¶

• André Frédéric (PS | SP) abstained from voting.
• Olivier Maingain (MR) abstained from voting.
• Ine Somers (Open Vld) abstained from voting.

Contact form ¶

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Discussion ¶

Feb. 28, 2019 | Plenary session (Chamber of representatives)

Full source

The rapporteurs are Mr Henry, Mrs Dierick, Mrs Almaci, Mrs Ceysens and Mr Vanden Burre.

It is very good news that we will be able to vote on the proposed text this afternoon. There has been very much work of the Minister and of several Members of Parliament, many meetings long. For the majority of the discussions of the draft, I can refer to the written report, which was extensive. Only on Tuesday we held a final meeting, for which we agreed to deliver only an oral report.

So I would like to say very briefly that we have accepted a few other changes, including, first, the limitation of the driver’s liability in the event of an accidental minor error. Second, however, we have reached an agreement on lower ceilings for management responsibility in small companies and associations. As a third point, we have also reached an agreement to extend the text considerably to include all articles applicable to the cooperative company and now to include with so many words in book 6 under the chapter "The cooperative company".

These are the three main amendments, on which we reached agreement last Tuesday and on which I would like to present a brief oral report.

Mr. Speaker, Mr. Minister, dear colleagues, we are pleased with the present draft. It is an important reform, which contains quite a few points that will benefit entrepreneurship and the economy. The text is, of course, based on a compromise that was reached in the previous Swedish government. There are points in which the N-VA was not the requesting party, but which we accepted as part of the compromise.

I would like to emphasize again that there are a lot of good points in it, which makes the balance clearly positive for us. The glass is half full and not half empty. We will therefore use that glass with you, even if there is some dirt on the bottom, which may remain on our stomach.

I would like to highlight the positive innovations of the new code. We are not the country that excessively promotes entrepreneurship. However, some thresholds are removed.

Furthermore, the number of corporate forms is reduced from seventeen to four. The existing VATs with unnecessarily many provisions that actually belong to the formula of non-registered companies will now be transformed into closed companies, which is a much more flexible form of company.

The capital requirement is on the lookout and shares will be easier to transfer. Starters, especially in the technology sector, will be able to use it very gratefully.

One person will be able to establish a bv or a nv. There are only two founders needed for a vzw. These simplifications will also facilitate the start-up of associations and companies. From now on, two vzws will be able to collaborate in the form of a joint or overlapping vzw, without having to engage another stroman as a third founder.

The association sector advocated the preservation of three persons as a form of quality control, but the design we will approve does not contain any prohibition to do so. This method is still permitted.

Associations, like companies, will be able to carry out all economic activities. Vzws may make profits, only they may not, of course, provide them directly or indirectly to third parties. This still makes a clear distinction between companies and associations.

The text continues the line that the Swedish Government has already drawn with the new insolvency and corporate law for the SPV towards a full-fledged form of enterprise. That is also normal. The equalization of the playing field between the concept of the company and that of the company, which meet each other increasingly in the legal and economic circulation as a competitor or contract party, is, without any doubt, a good thing. If companies and associations are allowed to carry out the same economic activities, the draft law for companies ⁇ contains opportunities, while they were previously subject to stricter rules than associations.

It is likely that in the future the Constitutional Court will instruct us to continue to work on that equal playing field, for example with regard to the liability of the directors of companies or the fine that companies receive if the financial statements are submitted late. In short, we have taken important steps and we will be able to work further on this in the future.

Furthermore, companies can now choose freely in their statutes under which company law they wish to operate, as is also the case in neighboring countries. The choice of the seat learner allows us to compete more with other countries in the field of corporate law. We advocate healthy competition between companies and countries. After all, that keeps them fit and ensures that one does not sclerosis.

Another positive point is the clear regulation related to the statute of the electronic shareholder register. We can leave the time of the paper register. In this regard, we finally enter the 21st century.

Our group has been able to put a lot of emphasis in the discussion in the committee, through amendments. The chapter on the dissolution and liquidation of companies was arranged more logically. In addition, liquidation procedures were eased if there were no outstanding debts or only debts to shareholders at the time of dissolution. The starting point here is that the liquidation scenario, regardless of the method of dissolution or liquidation, belongs to the associates or shareholders and not the State. This is also a good rule, so that the role of the entrepreneur himself is strengthened in relation to the government as a regulator.

Naturally, more flexible rules for clearing require additional safeguards for creditors, and are also provided for.

The law of 17 May 2017 had already tightened the procedure for judicial dissolution, under the impetus of the N-VA. The results are clear: the number of judicial dissolution of dormant companies increased from 1 000 to 5 000 in one year. Several corporate courts are still at the beginning of this operation. This procedure is further refined by the new code. Thus, there is a good balance between the rights of dormant companies and shareholders versus the rights of any creditors. In short, there are plenty of positive points that we stand behind.

Now, however, we come to the bottom of the dust. We were absolutely not a requesting party for some of the elements that were pushed in the design.

The first thing that came to mind was the limitation of the driver’s liability, the so-called cap. It was heavily criticized in the State Council opinion and in the hearings and received quite a bit of counterwind during the discussion in the committee. From the beginning of the discussion in the committee, our group has also pointed out that there are serious doubts as to whether the scheme will pass the constitutionality test.

You replicated then – it is not stated in the report – that you would safely personally defend the measure before the Constitutional Court, Mr. Minister. A wicked tongue would mean that you have known the way to the Constitutional Court in the meantime and that you can go there blindly.

It is near.

It is indeed not even far away.

However, it is an old principle that you can’t bak omelette without breaking eggs. When in that omelette, after breaking the eggs, still consciously a number of egg shells come into the pan, one should be careful when serving the dish. The omelette was served and through amendment we were able to fish some egg shells from the pan on the fallreep, two days ago.

We must never forget that in the limitation of liability there is always another party, who in the event of damage demands compensation for the suffered damage and who is always a potential victim of the limitation of liability. Therefore, one should pay proper attention to this.

Damage victims threatened, in quite a few scenarios, to get in the cold by the provided cap. For example, members of a factual association who do not contract fire insurance are unlimited liable. It is almost carnival. In Aalst there was a remarkable case of a regrettable accident, in which a factual association had absolutely no limitation of that liability because it was a factual association.

Drivers of a small business or company, who do not contract fire insurance, make a driver’s mistake. According to the text of that preamble, they could still be held liable only up to 250 000 euros, victims could only rely on the limited assets of a small association or company and only up to 250 000 euros on the directors.

However, in many forms of damage, the amounts increase enormously. Think about environmental damage, physical injury, damage to a home or garage, and so on. Each time, the victim, in the arrangement provided, would have to pay for the most damage himself.

Unlike victims who cannot insure themselves against all the unforesees of fate, drivers can insure themselves against driver errors. Companies that highlight good governance would, by the way, be disadvantaged. They could themselves be the victim, as I have already pointed out, of another company which causes damage significantly greater than the threshold to which the liability of those directors would be limited.

Good management of a company is in your own hands. However, damage incurred by a poorly managed company is not in your own hands. Furthermore, those good undertakings would also have to contribute through the liability insurance for the areas of certain malfaithful or malfunctionally managed undertakings.

In our opinion, even smaller shareholders of large companies would be at risk of falling into the cold. A minority claim would be properly eliminated by the proposed arrangement. A shareholder, for example, with 1 % of the shares, who would like to initiate a minority claim as part of a legal proceeding, could be entitled to compensation of a maximum of EUR 120 000. This may not really encourage the initiation of expensive legal proceedings.

There could be a Damocles financial sword hanging over the heads of employees if they, together with a driver, committed a mistake for which that driver can limit his management responsibility. In this case, the injured party can appeal both the employee and the driver for the entire damage. While the employee may possibly be unlimited liable for a more than random occurrence of a minor mistake and a serious mistake, this would not have been the case for drivers. This would lead to the majority of the damages claim to the employee.

That found N-VA an absolutely avoidable situation. Hence the scope of the amendment we have submitted. Thus, the risk of unconstitutionality of the rule has ⁇ not completely disappeared, but the likelihood of it has ⁇ changed.

I can imagine – I do not want to replace the judges of the Constitutional Court – that for a structured form such as an association or a company, one accepts a certain difference in comparison with an actual association, but we have nevertheless been able to correct a number of discriminations in this way.

We are very pleased that we were able to find each other in the committee meeting two days ago, that we were able to adopt that amendment and have it included in the text that is for voting today. It is filtered from the glass of wine.

For the second problem, we unfortunately found insufficient support yesterday, namely the double voting right in listed companies.

We are not opposed to the idea of double voting. There is ⁇ a logic in giving loyal shareholders the opportunity to gain a certain advantage, but the current arrangement on the double voting right, as well as the Ecolo-Groen bill, provides only for a double voting right for shares in the name.

Practice abroad teaches that a double voting right for namesake shares de facto benefits major shareholders. It is our belief that even small investors can be as loyal as large shareholders. Therefore, we believed that the double voting right should also apply to shares held by small investors on a securities account. Institutional investors would also be able to acquire double voting rights and play at the same level, for example pension funds, which are preferably long-term investors.

It should be clear that for us the double voting right must apply to all shares that are loyal to a company. However, we have not submitted an amendment because we hope to provide soil through a separate bill and because, of course, IT-technical adjustments are required that may be a heavy burden for those who have to introduce it at this time.

Mr. Minister, in the committee I have already talked about the purpose of the company: all power to the shareholder. This, of course, raises the question of what we do with the principle that one share corresponds to one vote, which is generally a starting point that carries a certain logic. The double voting right, as an exception, is intended to counter the short-term thinking, the quick gain of money, and we follow that logic. In other words, it is intended to distinguish between investors and speculators, a just distinction. It assumes that those who have much to lose know better what decisions need to be made. In fact, it is a kind of cane scheme of shareholder democracy. Practice will have to show whether the benefits are greater than the violation of the principle, but we follow that logic in any case fully.

However, we believe that the introduction of the double voting right should actually only be allowed by a majority of 75 % of shareholders, such that a really large group realizes or considers that the double voting right brings more advantages than disadvantages. In the report on page 25 I read that colleague de Lamotte says about this: "Les votes multiples permettent un contrôle plus important pour un risque moindre", to say a little further "que la responsabilité doit être le corollaire du risque. Or, with the right of multiple vote, the control is accrued for a risk less. N’y-t-il pas un risque de distorsion en termes de gouvernance?” thus I quote colleague de Lamotte.

Colleague de Lamotte, you therefore recognize the importance of balancing control, risk and responsibility. Therefore, you have amendment no. 347 submitted, to introduce the double voting right not at 66%, but at 75%. That amendment was adopted in first reading in the committee, but the minister then said that approval was a mistake, while we believe it was a full vote. Strangely enough, Mr. de Lamotte, when we submitted that amendment again for voting in the committee, you voted against. You have changed your opinion on this. There are always people who have negative thoughts about any course changes. Per ⁇ it is an element to smell the good relations between cdH and CD&V as a kind of introduction to future cooperation? I do not know.

The fact that Ecolo-Groen voted against yesterday seems to be an illustration of the fact that Green has made the choice here for the major shareholders. Sloganically, we could say that in corporate law it is no longer Green’s intention to make the rich pay, but rather to make the rich decide. This seems to us contrary to what is normally the social institution that Green likes to pack out.

Major shareholders are given a special window of opportunity. They may introduce the double voting right with 66 % and subsequently, on the next day at the general assembly, suddenly with four-fifths put the statutes into their hands. De facto, the threshold for statutory changes has in many cases been reduced to 66 %.

This is a political choice. We are not in favour of this.

The time for Mr. Van der Maelen is too short to set up an investigation committee in the coming weeks in order to find out who is the requesting party for that amendment. There is a suggestion to follow the agenda of the general meetings of listed companies in De Tijd of L'Echo from 1 May 2019 in order to determine who will take advantage of this opportunity.

We hope that is not the intention. The double voting right was not intended to be abused to force statutory changes. This would seriously damage the confidence of minority shareholders, institutional and small investors, which would be ⁇ regrettable.

Mr. Speaker, I am going around.

The company and association law is more than just a right. It is opening opportunities for entrepreneurs, to start, grow, flourish and to create jobs and prosperity, with or without profit purposes.

The new Code of Companies and Associations contributes to this.

We reiterate that we are ⁇ sorry and that it surprised us that we were alone with our request in the committee yesterday. With our amendment on the threshold 66/75 we intended not to give large shareholders the additional advantage over small shareholders. No one followed us there. We hope that the adverse effects of this will remain limited.

However, I repeat that for us, the glass is rather full than empty. We will therefore support the draft, taking into account the concerns I have formulated here.

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. Can we rejoice? I am very happy, no! I will try to explain why my group will not vote in favour of this reform.

It can be said that it started very badly. In fact, the first opinion of the State Council was at least cuddly. He saw it as an unsuccessful project. I quote it: "It is regrettable that the authors have not taken care of a little or no improving the editorial quality of such an important text. The preliminary draft clearly constitutes a text that has not been the subject of a comprehensive review. It is still up to the authors to give the whole work over to the profession.”

You explained to us that these were mostly errors related to the translation of the text into French. It should be noted that with more than 550 amendments filed, ⁇ also by the opposition, you had sufficiently confirmed that this text was not yet ready. In this context, we requested a second opinion on the first 65 amendments submitted, an opinion which came to us in September and which nevertheless invites the authors to review the project as a whole. The tone was given.

In the last few weeks, we have tried, with you, to improve this text or to move some strength lines of the project that we found ⁇ dangerous, but without always convincing you of their necessity. They concerned cooperatives, ASBLs, the notion of the statutory headquarters, the abolition of the minimum capital and the limitation of the liability of directors. The discussion was very long in the committee. I will present them briefly.

With regard to cooperative companies, I welcome the significant progress we have made. Indeed, in its initial state, the bill did not offer real recognition of cooperative companies. Only thirteen articles were dedicated to them. For the rest, it was referred to the provisions concerning limited liability companies. The cooperative was thus ultimately perceived only as a form of limited liability company. The sector deeply regretted this and considered it a regression to current legislation. The State Council itself had stressed that the procedure made the reading of the provisions extremely difficult and source of legal uncertainty.

After many months of work, but also the resignation of the government and a referral to the State Council of our specific amendment, we are pleased that we have finally been heard and that this PS amendment, deposited earlier yesterday, has been adopted unanimously.

Our amendment offers, in a specific sixth book, a genuine recognition to the cooperative and a set of transparent, clear and in line with its needs rules. We are very happy about this.

Nevertheless, we remain opposed to this company law reform that will lead to a decrease in the protection of third parties and, in particular, that of workers. I will explain my point in two points.

First, the reform introduces ceilings limiting the liability of managers. This means that administrators will only be partially responsible for the damage they cause. This is obviously inexplicable. Why is the small self-employed who causes a damage obliged to repair it in its entirety while the administrator, himself, is treated in favour? This has never been able to be explained convincingly, especially since we are the only European country to introduce this discrimination that disclaims the role of administrator. Logically, many have risen against this system of exceptions to the law of liability. One can cite the State Council, the Central Council of Economics, the experts hearing in committees and even your own experts. Professor Joeri Vananroye of the University of Louvain, who had worked on your reforms, questioned the constitutional nature of the measure, which opens the door to abuses. Ten years after the financial crisis, it seems to me that no lessons have been learned. This is completely irresponsible.

The administrator’s liability could be engaged without limitation only in the event of intentional fault, with all the difficulties that this entails in terms of evidence. We would have wanted to remove purely and simply this limitation of liability. This was not possible. However, thanks to an amendment voted in the committee on Tuesday, we could still provide that the administrator will be liable for his heavy fault and his usual fault. This goes in the right direction and helps to restore equality in relation to workers. We are delighted with this.

I will then address the issue of the social headquarters. Currently, our law provides that the nationality of a company is that of the country where it makes the important decisions and carries out its main activities. In other words, if the company exercises its main activities in Belgium, it is the Belgian law that applies.

With this bill, this will no longer be the case. The company will be able to choose its nationality and therefore the law that is applicable to it, by simply changing its statutes. Thus, a company in Belgium will be able to choose, why not, to be governed by the law of Panama.

Let us consider the new code that we are about to vote on. Just know that companies will be able to decide to sit on it and not respect it, because they will have decided to belong to another less protective right. It is obviously a form of relocation that opens the door to all forms of abuse and dumping. I even told you in the committee that it was for me a Trojan horse in favor of relocation.

With this measure, more mailbox companies will appear, with the aim of facilitating tax fraud and bypassing social legislation. Eric Van den Broel, Senior Manager Research and Development at the Graydon Business Information Bureau, assumes that the tendency of Belgian entrepreneurs to prefer to establish their headquarters abroad is primarily motivated by tax reasons. From now on, these scrupulous entrepreneurs will no longer even have to have a business abroad.

A further word on the abolition of the minimum capital to constitute a limited liability company. It is clearly established that one of the main causes of bankruptcies lies in the absence of capital sufficient for the constitution. Today, the government wants to remove some existing guarantees in terms of minimum capital. This is obviously incomprehensible. This way of acting will clearly encourage malicious entrepreneurs rather than careful entrepreneurs.

Finally, I would like to address the issue of associations, of which we know the importance for our society. The logic of the government was to bring together in one law the provisions governing companies and associations. This is incomprehensible here too. Apart from the status of legal person, associations and societies have nothing in common. They pursue completely different goals: one, the distribution of profits, the other, a disinterested mission. They should have been treated differently by establishing, in a distinct manner, a Code of Companies and a Code of Associations.

Today, we share the concerns of the associative sector that fears the merchantization of this. Mr. Minister, the associative sector will actually be upset during this legislature by the successive reforms. The associative spirit has thus been altered and erased. Beyond this aspect, ASBL managers will literally have to travel through the various provisions of this extremely voluminous code to identify the provisions that apply to associations. It is impractical.

Mr. Minister, you committed, on Tuesday in a committee, to provide for a provision in another law, instructing the government to establish and update, each year, an unofficial coordination of the provisions applicable to ASBL, AISBL and foundations. Can you confirm this commitment again?

Finally, we would like to regret once again the abolition of social-purpose societies that allowed a social economy to emerge into an increasingly financialised society, by promoting an economy based on social equity and ethical values.

In conclusion, it is true that progress has been made, but it remains insufficient. So, you will understand, Mr. Minister, we can definitely not vote in favor of your reform. Not only, and I just recalled, it greatly concerns the associative sector, but moreover, it introduces concepts such as the statutory headquarters, the flexibility of limited liability companies and the abolition of the minimum capital, on which we will never agree.

Finally, Mr. Minister, in terms of timing, it seems to me that you are skipping the transposition of the second directive on shareholders’ rights. As I told you in the committee, it should be transposed in June next year and would thus have enabled to address, for companies listed on the stock exchange, the remuneration of executives and their starting compensation.

Mr. Speaker, Mr. Minister, Dear Colleagues, although the adoption of the Code of Companies by the law of 7 May 1999 has, indeed, allowed a certain ordering of the coordinated laws on commercial companies, it has unfortunately not been an opportunity to proceed with a comprehensive renewal of the Belgian company law which has accumulated, over time, rules but also inconsistencies.

In the face of the many European states such as Germany, Italy or France, which have already modernised their corporate law to make it more competitive, Belgium also had to benefit from a simpler and more flexible corporate law, which would not only increase the attractiveness of our country, but also promote the development of the activities of Belgian companies.

In this perspective, our country has the opportunity, through the adoption of a new code, to simplify and provide some flexibility to its law of companies and associations.

This simplification is demonstrated by three important points.

First, the adoption of a single code for companies, associations and foundations, which allows to distinguish more clearly those entities that constitute, according to the Code of Economic Law, companies. The aim will now be to distribute at least a part of that profit which will be held as a criterion of distinction between the company and the association. This will make it easier to distinguish a company from an association without having to refer to the sole criterion of the purpose of profit often difficult to distinguish. I think in particular of all those associations that, in order to finance their purpose, engage in various activities to obtain the necessary resources, without however departing from their uninterested object.

Second, the removal of the distinction between civil and commercial society in perfect coherence with our Code of Economic Law in which the concept of enterprise has imposed itself.

Third, this simplification is also manifested by the limitation of the number of companies included in the code. With the adoption of this code will disappear several forms of companies currently little or not used, but which, on the other hand, participate in complicating the choice of the entrepreneur, in complicating the landscape.

With regard to the concept of flexibility, it is part of the perspective of making Belgian company law a more attractive and competitive law in accordance with its time, so as to favor the establishment in Belgium of foreign companies with a right that leaves a greater statutory or contractual freedom, with more additional standards that will apply whenever the parties have not decided to opt for arrangements tailored to their needs.

Furthermore, a right that adapts to the evolution of technology, including the introduction of the Internet in its provisions, must exist, as well as a right to cope with European developments and the competitiveness of the corporate law already implemented in many European countries.

I think in particular of the theory of the statutory headquarters for which the code abandons that of the actual headquarters. In order to strengthen legal certainty and respond to the economic reality of our time, the new code opts for the theory of the statutory seat which combines more with the principle of freedom of establishment known today in the European Union. A company must have the possibility to establish itself in a country where the legislation is most appropriate to its activity, while being able to develop it in other states without the risk of losing its nationality. Gradually, Belgian societies, with a current code based on the theory of the real seat, become the only ones that cannot emigrate without losing their nationality.

With regard to the concrete measures, we highlight, first of all, that by adopting this new Code of Companies and Associations, our country is endowed with a set of general provisions applicable to both companies and associations and foundations.

Second, it is also equipped with a new management liability scheme adapted to the size of the company, which sets limits on liability between EUR 125 000 and EUR 12 million. This will give the executives of our companies a better visibility of the risks incurred and an opportunity to ensure accordingly, with a few obvious exceptions.

Third, the liquidation procedure becomes more efficient. It limits the intervention of the judge when the liquidation of the company is not deficitary, while ensuring greater protection for creditors.

Fourth, the procedures for resolving disputes between shareholders of companies, which are well known in the case-law, are improved.

Fifth, more specifically for companies, the new code will correspond to the arrival of the limited liability company (SRL) that will replace the current SPRL. A more flexible society that will allow everything to be exercised – from the SME to the listed company – and will be synonymous with the entry into Belgian law of a limited-form company without compulsory share capital and that will thus mark a rupture of the link currently imposed between the value of the contributions and rights attached to shares. The entrepreneur will be able to think of his activity according to his needs and no longer according to a capital to be obligatoryly released. This, in an effort to preserve the protection of creditors, which will be ensured in a more economical perspective by the introduction of a liquidity test based on a constant evaluation of the company’s own funds. The SRL will need, as soon as it is established, a more comprehensive financial plan designed to draw the entrepreneur’s attention to the needs necessary to carry out its project.

Sixth, I will also point out that in this new code, the cooperative company will no longer have the vocation to be used only for its flexibility, but it will return to the cooperative principles for which it was created, namely the satisfaction of needs and the development of the economic and social activities of its shareholders.

Finally, in this new code, the company is made more flexible, despite a reduced margin of manoeuvre for its reform, given the European constraints. Given the importance attributed to SRLs in the new corporate landscape, the company becomes again the corporate form of large corporations with a significant shareholding. The company is granted, as is already done in several countries, the possibility of establishing a dualistic administration system, in which coexist a board of directors for operational matters and a board of supervisors designed to decide on the general guidelines of the company and to supervise the board of directors. Finally, it will now be allowed to introduce a double voting right for listed joint-stock companies, in order to promote some stability in the shareholding and, therefore, to fight against speculation more effectively.

More specifically, this code introduces a codification of the provisions relating to associations and foundations, which are currently still regulated by a very old rule, dated 27 June 1921. This code does not distinguish itself by major changes in the regulation of associations and companies, but it will allow, by integrating the provisions relating to associations and foundations and by using the rules common to all companies, to remedy the current absence of rules specific to associations and foundations and to avoid having to reason by analogy with the provisions relating to companies.

Mr. Minister, I would like to emphasize that this code has been welcomed by professionals in the sector, and in particular by the FEB, by the Royal Federation of the Belgian Notaries or even by the SNI.

The Federation of Businesses of Belgium, convinced that this code will strengthen the attractiveness of a lagging Belgium in matters of company and association law in relation to its neighbors, especially welcomes the entry of the SRL into our law, calling it "society any terrain that practice expected". The Royal Federation of Belgian Notaries stresses the need for a more flexible alternative to the current SPRL. The SNI (Syndicat Neutre pour Indépendants) has been very favorable to the limitation of the liability of administrators who will, from now on, be able to effectively realize the responsibility related to their functions and ensure accordingly.

You have understood, Mr. Minister, the MR group shares your enthusiasm for the adoption of this bill and will of course vote on this text.

However, Mr. Minister, I would like to ask you to reassure our fellow citizens on a point that seems sensitive to us. The law of 15 April 2018 on the reform of corporate law extended the concept of enterprise to include now common law companies reclassified at the same time as "simple companies". As you know, common law companies that do not have legal personality are used by many Belgians in the context of asset planning and transfer of mobile family estate due to their simplicity and flexibility.

Many people are concerned about the implications that could have the re-qualification of the common law society into “simple society” – as provided by the new Code of Companies and Associations – on the organization of their family estate.

Mr Minister, I have two questions to ask you.

Can you confirm that the simple company, as reclassified in the new Corporate Code, will allow exactly the same asset organization of a family’s securities that the common law company currently offers?

Could you confirm that common law companies will only need to modify their statutes (at most the name), or even not at all, to comply with the new Code of Companies and Associations and, in any case, not before 2024? Thank you already for your clarification on these issues.

Mr. Minister, you simply continue what you have done in the last four and a half years: significantly reform large branches of law, make it more efficient and simpler. In the Judiciary Committee, it will be thought of when that man will finally stop. Unfortunately, this is not the case yet and there are still a few beautiful buildings ahead of us.

I am also very pleased with the way in which we can cooperate with the opposition across party borders, so that our committee will undoubtedly be called one of the most efficient or by far the most efficient committee of the Parliament in improving our legislation in the coming weeks.

Unlike the previous speakers, I will not have a technical discussion; I think we should limit ourselves to the essence in the plenary session. Again, we can say that here we have reached a milestone in corporate law. Once again, you take care of something that was not easy: the modernization, the flexibility and the simplification of a code. This is a good thing for everyone who has to do with companies. This has been called out in practice for a very long time.

Mr. Minister, allow me to add a few points. On the one hand, there is the entire integration of association law into corporate law. There is a lot of fear for it in the associations and the vzw’s, a fear that is sometimes aroused by some of our colleagues. But frankly, if one complies with the texts in all rationality, it is an improvement that certain aspects of the company law apply to associations. It will be primarily a matter of communication. Last summer, a brochure was already prepared to inform the vzw about what will change everything. Let’s be honest, so much does not change now. If something changes, one tries to come to certain simplifications in the legislation. Let us try to update and spread the brochure of last summer to the VZWs, in order to try to remove the fear that change brings with it.

Previous speakers have already discussed a number of technical aspects very thoroughly. This will undoubtedly also have been the case in the protests of the first speakers, which I unfortunately could not fully listen to. Therefore, I will not extend further on those technical aspects. The fact that there are four basic forms left out of more than ten forms of company can only simplify the situation for all legal practices. I think that is a good thing.

Mr. Speaker, I would like to talk about two points. First, there is the story of the cooperative company. I am pleased that Mr. Henry has submitted a well-prepared integral amendment. This was supported by the former majority. In that regard, we were completely on the same wavelength with colleague Henry. By approving its amendment, we can anchor the cooperative company and yet preserve its uniqueness. I think that is a good thing.

When I just entered, Mr. Speaker, the party leader of your party was just working on the double voting right. This has brought about a lot of discussions. I have no doubt that the Minister will come back on that very soon. Let it be very clear that the principle of double voting is a good principle. Shareholders who are loyal to the company can thus in a certain way gain more control, if so decided by the general meeting.

The discussion will then be about whether 75 % of the votes is needed, the usual percentage for statute changes, or 50 % is needed, whatever is proposed. We have landed at a good compromis à la belge of 66%. Per ⁇ the N-VA could not therefore find it, but I think that the 9% difference with the percentage for a statutory change is indeed justified. This is not an amendment of the statutes in itself, it is a certain anchoring of loyal shareholders, who can thus better put their mark on the company. I think that is a good thing. This difference can be explained rationally.

We will see if that will stand, Mr. De Roover, in any legal questions in the matter.

You are reforming, but you are not reforming to reform. Some accuse you that you do it and that everything goes too fast. Well, even the colleagues of the opposition will be able to confirm it: if we have taken the time for one parliamentary procedure and have worked thoroughly, then it is for this draft. Again, reforming to reform is never good, but reforming to make things more efficient and simple is always good.

If, until a few years ago, we looked at economic growth and the companies that chose our country or not, then the wage burden was the big culprit. One of the disadvantages of our country was indeed the too high wage charges. The government has taken important initiatives in this area. The wage burden is now falling and our country is becoming more attractive.

Modernising and making the company law more efficient is also very important for this. If business executives have to decide where to establish the company, they also consider the legal environment in which the company ends up. Now it will appear that, thanks to the proposed reform, one ends up in a much more rational and ⁇ even European regime, better aligned with the countries around us. If we used to have a wage disability, then now with the proposed modernization of the law, you also do the disability of corporate law disappear.

The proof of the pudding is in the eating. It will also be so now. There will be a lot of cold water fear and one must wait to see what happens. I think the pudding in this case, however, will taste better than expected. Mr. Minister, often innovators are honored only post mortem; I hope that something happens to you earlier.

Mr. Speaker, I will be quite brief, I think almost everything has already been said.

Our company and association law is fully modernized with this bill. The new code is in fact the largest renewal since the introduction of the Company Code in 1999. We have chosen to incorporate the legislation relating to companies and associations into a single code and to introduce some important innovations for our companies.

With the new code, a new era begins in Belgian company law. The ambitions are big. The corporate law must again become competitive with our neighbors, in particular with the Netherlands. The next few years will show whether this ambition will be strengthened. In any case, our group is prepared to update the text if necessary and if it turns out that there are still important difficulties for our entrepreneurs.

The reform is an important step, which Open Vld will therefore fully support.

Mr. Speaker, Mr. Minister, 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. The final result is a major improvement for our group compared to the initially submitted bill, but it still contains a number of points with which we can in principle disagree.

With the former opposition parties, we have always struggled for four things during the treatment of the draft: the preservation of the actual seat army, no abolition of the minimum capital for the BV, no cap on the management responsibility and a full book for the cooperative company, where it is not seen as a derivative of the BV.

I would like to thank the Cabinet of the Minister and the former opposition parties for their constructive attitude. Together we succeeded in finishing the amendment submitted by the PS and ourselves, which aimed to provide a separate book for the cooperative company, so that each group agreed that it was a necessary improvement to the draft.

The limit on the management responsibility imposed by you has encountered enormous criticism in the Council of State. Twelve possible violations of the principle of equality were identified.

That is why we submitted an amendment during the examination of the draft in which we request the deletion of the article. Nevertheless, for a very long time, you did not want to ward off thumb bread with regard to this cap, even when you were made clear that this would result in workers having a greater liability than their bosses.

The amendment of N-VA, which was approved this week by almost all parties in the committee, removes the inequality between employers and workers. Your party also approved this amendment. This progressive understanding can only be welcomed.

However, I would like to emphasize that this amendment does not, in our opinion, have eliminated all possible violations of the principle of equality and that it would still be better to remove the limit on management liability in its entirety.

The draft law still provides for the transition to a statutory seat camp. Companies can therefore choose in their statutes which law will apply to them, regardless of the country in which the company is actually established. This opens the doors to abuse and to mailbox companies. Also, your anti-abuse provision does not provide sufficient soil as it only covers the applicable liability law.

The abolition of the minimum capital for GDP means the removal of an important threshold for establishing a GDP. In this way, an objective, faultless minimum negotiability is thrown overboard. Victims here are again the creditors and shareholders who lose a significant part of their security.

Furthermore, the abolition of the minimum capital affects the phenomenon of the management company. We view management companies as a tax plague that needs to be combated rather than facilitated.

For these reasons, our group cannot support your bill.

How do you put together the work of a small year? Since 2015 you have been in charge of this task. This, of course, is not a big surprise because the terrain and the domain are at your heart, Mr. Minister. We have, first together with Mrs Gerkens van Ecolo, who has since left Parliament to take on another equally important task, and then with Mr Vanden Burre, started the task of following your work in these as good and as bad as possible. We actually did this very closely.

In the trade press, the bill is described as a land shift, a revolution. That it is a profound reform is very clear. From day one, our group has said that – a little different from the plea statements expressed by some colleagues from the former majority and the opposition – they supported the principles of the draft. It seemed absolutely meaningful for us to carry out a thorough reform after all those decades. There was a need for some storm-and-drang – a running gag between the minister and me.

The reform aims to allow for a further simplification of corporate law. We agreed to this, but from day one we have also expressed our concerns about the association life, the social profit, the cooperatives, the social enterprises and about the complexity that the design could possibly bring with it and the legal uncertainty for vzw’s. We have also expressed our concern to more closely integrate corporate social responsibility into corporate law and to seize this opportunity to incorporate that social responsibility – whether it is climate challenges or social challenges – and the cooperative mindset also into the design.

We have gone a long way in this exercise. First and foremost, I would like to express my appreciation for the personal cooperation, including with the Cabinet, which very often in very short time has responded to questions we had. I have a special appreciation for this, because this is not always given in a collaboration. This was the case before the fall of the government.

We agreed on the strength lines. It has been wretched. Many members have been present or not in the committee in the past year. It was very often only group employees who were specialists in the matter, but together with Mrs. Gerkens I followed the theme as well and as badly as possible.

We even organized our own colloquium on 19 March last year, even before the talks in the committee had begun, because we felt how the concern in the civil society grew. There was a lot of concern among the associations and cooperatives.

There were also many questions about the fiscal effects of this reform. It is one thing to reform at the judicial level, the judicial level, the corporate level, but this has, of course, a lot of side effects for the regions. This caused a lot of questions about the tax effects, for which then Minister Van Overtveldt was yet competent.

Bart Caron, our Flemish MP, has also asked the necessary questions in the Flemish Parliament.

I am very pleased that, after that colloquium and the steps we have taken in the Flemish Parliament, together we have been able to seriously carry out the exercise of adjusting the code. This is a new law that promotes the second chance, encourages entrepreneurship, enables a new start, but also fundamentally starts from redefining as context, also of vzw’s and cooperatives.

We have worked hard to enable the entities to have access to insolvency proceedings, to ensure the continuity of their activities and services provided, and to be accompanied by the necessary beacons for their specific character.

We have requested and received hearings. There were also many amendments submitted during this exercise.

There was repeatedly strong criticism from the State Council that helped us to find a way out together.

I could now comment on any amendment we have submitted and cut it to one or the other party, but I will not follow colleagues who have stood here for me. I find that little sense, especially because I have seen some of them, Mr. De Roover is one of them, not so often.

However, I give some clemency for this, because the moments when those committee meetings were scheduled changed quite often.

This is undoubtedly a simplification. This is undoubtedly a step forward. I am very pleased that very soon, after we had sent this code to the State Council with the submission of our amendments, we were able to contact the Cabinet to submit a new amendment for the introduction of a separate chapter 6 for cooperatives.

We both stretched our agenda very far to be able to meet each other in a familiar environment. I am pleased that the colleagues of the PS and the sp.a have also submitted their amendment and that together we have been able to reach a new chapter for cooperatives.

One hundred and fifty years later, there is finally a separate code for cooperatives. That is a breakthrough. We are therefore very pleased with what is ahead for the cooperatives. We have worked very intensely on that text, so that the cooperatives get the status they deserve and not catch-all legal form or a decoction of the closed companies. It becomes a statute that recognizes their uniqueness and gives them a full place in corporate law.

I am not going to repeat the history. Previously, it was a derivative of the closed company. I am very pleased that we have been able to go so far in the extreme for the cooperatives.

As far as the VZWs are concerned, I have indicated in the course of the treatment in the committee that I was previously active in a small youth home with only volunteers. We were barely aware of the fact that we had to go to the secretary every year to submit the necessary documents, or that we had to adjust our statutes whenever a driver was changed.

I was therefore ⁇ concerned about the impact of having to search in a valve of several hundred pages for the specific expressions and components applicable to vzw’s. Thro ⁇ the whole debate, keeping the administrative obligations for those small associations as low as possible was a priority for us. Through this general simplification exercise, the complexity for them could not be so much greater.

With the submission of the bill, an electronic deposit of the accounts with the National Bank will be possible, instead of submitting on paper to the secretary. I am grateful for that.

It also removes some of our concerns. Nevertheless, we take a rather delayed position, for for example, for a small business it is not obvious to find its way in the giant code as it now claims.

There are also a few other issues that we are still concerned about, together with the middle society. We have already talked about managerial responsibility. I think of the double amendments that were voted on; on the one hand, there was the amendment of CDH on reducing the threshold and, on the other, somewhat surprisingly, the amendment of N-VA. We are also concerned about the expansion of driver liability for those cases where employees will be more responsible than drivers. This has been debated in the committee for a long time.

The seat was also one of our concerns, as were the SCOP and the carbon balance, on which we had already submitted an amendment before the current climate demonstrations – which shouldn’t be surprising – because we think companies should be working on it.

To make a long story short, we have been able to work very hard and closely with your employees and yourself. This exercise was already in place before the fall of the government and was continued constructively after the fall. We did not agree on everything. We are still as concerned about the VZWs and SCOPs as we were at the beginning. But we see progress and we are very pleased with the separate code for cooperative companies.

We will take the same stance as in the committee. We have worked hard on the current text, but we are dealing with the VDS. Therefore, we look forward to all subsequent legislative proposals and initiatives, in particular the brochure to which you have committed yourself. We are looking forward and worried about the many people who give the best of themselves every day. We will therefore abstain from voting on this bill.

Mr. Speaker, Mr. Minister, dear colleagues, I will go to the essence to address this debate that has occupied us for long months in committee. Like Meyrem Almaci, who just spoke, my former colleague Muriel Gerkens was very involved in this matter.

I will limit my speech to two aspects that have guided our reflection throughout our committee work on this large-scale reform and for which we have fought from the beginning. The first concerns cooperatives, while the second concerns ASBLs. I will conclude by explaining the amendments that we are presenting today, to emphasize our priorities.

It is no secret to anyone that this way of undertaking otherwise than the cooperative model represents, based on values of redistribution and participation of workers and workers as well as on objectives attentive to the social and environmental impact of an economic activity, is obviously at the heart of the political project of Ecolo-Groen. Therefore, as environmentalists, we advocate the inclusion of a full chapter on cooperatives.

In the first phase of the negotiations, this was not possible. The cooperative was, of course, recognized, but not fully. It was indeed too close to our taste for the future SRL (Society with Limited Liability), which will take shape through the new Corporate Code.

Following the discussions we held with the Cabinet of the Minister and with the other opposition parties at the beginning of the year, we saw that it was possible to move the lines to get a full-fledged chapter – chapter 6 – dedicated to cooperatives. So we have provided the maximum effort, mobilised the most energy to implement what the cooperative and federation sector has been waiting for for decades, namely full recognition.

This amendment, which aims to add this chapter 6 on cooperatives, was voted unanimously on Tuesday in the committee. If the vote is confirmed sooner, we will have a specific book dedicated to cooperatives. It is the book VI which contains 126 articles instead of 13, as was the case before. We can therefore honestly speak of a real and profound improvement in order to anchor this legal form in our Corporate Code.

Furthermore, this status will be limited to what we consider as “true” cooperatives that respect the principles of the International Cooperative Alliance. This is a very important step forward for thousands of men and women, cooperators, cooperatives, who today undertake within the framework of cooperatives in Belgium. I also hope above all that this simplification will encourage others, that others will launch themselves tomorrow as entrepreneurs, entrepreneurs as a cooperative.

You have thus understood that we supported this Chapter 6 by voting this amendment last Tuesday. As was recognized by some colleagues, we contributed a lot to the discussion, both with the majority parties and with the cabinet of the minister. A constructive work has been done. The result is suitable for us in relation to this Chapter 6 on cooperatives.

The second point of my intervention and analysis relates to ASBLs. As we have said during the discussions in the committee, this is a disappointment for us. The considerations regarding the ASBL still worry us. We are questioned by the sector that has great fears.

The activity of an ASBL is, in our view, also a particular activity. Of course, this is not the same as a traditional marketplace. An ASBL has an impact, a social and environmental goal that, for us, is important. However, ASBL will now be able to fully carry out economic activities and its status will be similar to that of a company. We consider this to be a great difficulty given that the social object and purpose of ASBLs are no longer distinguishing elements from an economic enterprise, but that it cannot distribute its profits to its directors.

It is important to clarify the whole as many questions remain. You know our fears. We really need to pay special attention to the non-market sector, ASBLs, in order to be able to raise and relay the concerns that still arise today. We ask you again that there may be specific support for the small structures that will have to deal with this new code and this very important new administrative work.

It is important that we can see how to accompany them, but also how to clarify their concerns: by additional texts that could ⁇ be voted, by evaluations or even by applying more pedagogy. We talked with you, Mr. Minister, during the meetings we had with your cabinet. For us, it is essential to respond to these fears and persistent expectations of the small ASBLs. Today, the Ecolo-Groen group is not reassured. I hope you can calm these concerns, set up an accompaniment and clarify the situation.

Finally, I would like to point out that we have submitted some amendments today. There is indeed a type of cooperative that is ⁇ dear to us, namely the workers’ cooperatives, like what is done in France, under the name SCOP, the workers’ and production cooperative societies. We would like to further define this concept within chapter 6, which was impossible in commission. We are now presenting these amendments.

Furthermore, we are submitting amendments in connection with the statutory headquarters. The provisions submitted today are not suitable for us and we would like to move forward on this subject.

Finally, another topic that we are interested in, Mr. Minister, dear colleagues, is the fight against climate change. We were not able to move forward in the committee. I hope it will be different today. We demand that listed companies with more than 500 employees can publish a CO2 balance sheet of their activities. This undoubtedly responds to a strong expectation, not only from citizens, but also from all the actors who today fight against climate change.

In order to be able to reduce the impact of economic activity, it must be able to measure it and in order to measure it, it is necessary that companies publish a balance sheet. Some already do it. This is not an obligation today. We ask that this be done, like the financial balance sheet or the social balance sheet. An environmental assessment is a necessity for us. We are submitting an amendment in this regard.

As we said last Tuesday in the committee, we welcome certain parts of the text that constitute a real breakthrough, such as cooperatives. However, we have great concerns about ASBLs that are assimilated to traditional merchant ⁇ . Unfortunately, we cannot support the entire text at this stage. I will listen to your answers very carefully.

Mr. Speaker, Mr. Minister, dear colleagues, the new Code of Companies and Associations in Project is in reality a major fundamental reform, unfortunately, little known to the general public, but of crucial importance. This is a project expected by many actors. We have seen and heard it in the community. The hearings showed this interest in this subject especially in the world of societies and probably much less expected by the associative world and the foundations.

Mr. Minister, after a year of work, many committee meetings (more than 550 amendments submitted), we can try to see the entire architecture of the text and weigh the pros and cons.

It seems to me that it was indispensable to improve the Code of Companies, to make the evolution of the law of companies. But for our part, it was a shame and harmful to incorporate associations into this code. From the beginning, the right to enterprise and the right of association have been confused. Therefore, the problem was vicious from the beginning. I would have preferred that we could do it in parallel.

The evolution of a code is normal in a changing society. I will focus on a few elements - as we have discussed more than 600 pages - and on a number of amendments made, in particular by introducing the possibility for a company to have multiple goals: this is Article 2 of this code. Having multiple goals is having other goals than doing business.

It is to have other goals for a society and to incorporate them into its statutes. These objectives may be environmental or social, other than merely the distribution of dividends to shareholders. The amendment filed by the CDH enshrines in the law the social role of a company, in addition to its basic business. The subordination of all the shares of a society to the one and only distribution of dividends.

This ability to enter multiple goals enhances the ability of companies to work for civil society in general and for the environment. These environmental objectives may condition the activity and possibly prevail on the search for profits and the distribution of dividends. The inscription of the different purposes in the company’s statutes gives legal protection to the director and business manager who consider non-financial interests in their decisions.

With this reform, we invite all companies to consider changing their statutes to incorporate these social dimensions. This amendment is in line with the political project of the CDH. He is there not to say that the problem is capitalism in short, but that it is the shattered capitalism that causes it. We must be able to analyze and regulate this.

It is, however, regrettable, Mr. Minister, that Belgium must abandon the doctrine of the real seat and adopt that of the statutory seat. We talked about it in the tribune. This decision raises a problem of equality of Belgians before the law and a risk of a macroeconomic problem of non-contribution of companies to the national budget. I would like to draw your attention to the fact that we do not want to play the game of intra-European tax competition and the spiral of low-level corporate tax across Europe. We need to be reassured. The statutory seat is imposed on us by European jurisprudence and some play the naive by opposing this measure which, in this case, is a mere posture.

The third element that I would like to draw attention to is the problem of administrator responsibility, which also poses a problem. My colleagues mentioned some of them. It is profoundly unfair, as the directors of large corporations are relatively more protected than those of small corporations. In order to correct this injustice, I welcome that the majority has adopted my amendment to introduce a new ceiling of liability for small associations and small companies. It is therefore an element that brings us closer to the associative world and small companies.

It has been mentioned and I will not repeat the speech, but I am also looking forward to the fact that the new Book VI is specifically dedicated to cooperative societies. It is the result of a constructive work between the former majority and the opposition. However, it is a pity that the project has not been able to advance sufficiently the cause of SCOPs (co-operative and participatory management companies) or associated workers' societies. As far as we are concerned, we will continue to advocate for a favourable regime for cooperatives that associate workers with the management of the company.

Where the project sinks, Mr. Minister, it is mainly in the fear that it instills in the associative sector and the legal uncertainty that it creates. Although many experts wanted to be reassuring, we believe that the impacts of this law on associations should have been more studied, more digged, more communicated and more coordinated. Everyone with whom we have been in contact regretted the problem of the lack of transparency in the design of the project. The events took place in a narrow circle. The texts remained unavailable for a long time for associations and experts who could not express an informed opinion.

Mr. Minister, you will challenge it, but the fact is that the majority of the energy invested in this reform has been in the benefit of the companies, with a great ear for their representatives, while the associations, foundations and cooperatives have been relegated to a second role at the outset. It is only after our unceasing meetings and pleasures in committees that you have, with the majority, dared to open the debate a little and give a full book to the cooperatives and make some advances of which I am coming to echo now.

The fear caused by this bill is the direct consequence of the lack of transparency at the beginning of the work. Even if the lifting of the prohibition for associations to have a lucrative purpose has not been challenged in itself, this change will create legal uncertainty that the case-law will need to clarify. In fact, associations will no longer have the constraint to conduct commercial activities, generate profits, accumulate capital and reinvest it. The ASBL will therefore be without a lucrative purpose but by name. The only criterion for distinguishing between a company and an association will be the distribution or non-distribution of profits among members or executives. This prohibition of dividends for an ASBL does not prevent it in theory from giving its members free services that fall within its object and that are part of its uninterested purpose: members of a sports association will be able to use free of charge or at a reduced price sports facilities or a medical association will be able to provide care free of charge or at a reduced price to its members, etc.

But the legal uncertainty I was talking about is the fact that the border between the hidden dividend, that is, the indirect distribution of profits, and the free service to members is blurred. Membership benefits that an association would push too far could be considered null.

Mr. Minister, this accumulation of fears about the impact and legal uncertainties could hinder ASBLs in their action. Important educational work is therefore to be provided to prevent uncertainty from having a negative impact and discouraging the many volunteer volunteers who work on the field day by day. This educational work must also be carried out to understand this change of tax legislation, which is likely to move, and the possible shift between corporate tax and corporate tax, even if you say that it will remain unchanged.

In addition to the uncertainty that the project creates, the CDH opposes the integration of ASBL law and corporate law into a single code.

Let’s make a little history. The ASBL own right, the almost century-old law of 1921, will be integrated into a single and common text of company law by definition merchant companies. So we witness with this text a mixture of genders, source of complications. Most ASBLs that could so far rely almost exclusively on the 1921 law, which contains 17,000 words, will have to navigate in codes of 500,000 words to catch the provisions that concern them.

Let’s say, several experts saw this in a positive way, which is not our case. For months – you have witnessed it, Mr. Minister – we have requested an unofficial coordination of the provisions that apply to ASBLs, foundations, AISBLs: in fact, a kind of “Law of 1921bis”.

Finally, you have accessed our request this Tuesday, by inserting the annual update in the law. The legibility of the ASBL law will thus be assured, or even increased. This will be included in another text. You are committed to it. We will of course be attentive to this.

However, the approximation existing between the non-marketer and the merchant in the same text deserves that certain principles be recalled.

First, the right of association is distinct from the right to undertake. There is a confusion between freedom of association and freedom of enterprise. Then, if the merchandising at the margin of the associative sector can be of a kind to dynamize it, we must not give in to the temptation to place the merchandising before the social mission of the association. Finally, in order to avoid this scourge, the State cannot disengage financially from the associative and the numerous subsidies that the federated entities pay to the associations for the survival of their activity.

If it is really necessary to professionalize the associative world through the support that can be given to it, it is necessary to do so through this support and not by obligations. When new constraints are imposed, the related rights must follow. Since, as we talked about it in the committee, the associative world enters the market world as a non-merchant, shouldn’t federal social consultation bodies such as the G10 and the National Committee of Pensions to Associations, which represent, as a reminder, 20% of employment in Belgium, be organized and opened? I draw the attention of my colleagues on the importance of giving them their place in social negotiations and reviving the Association Charter to flow the principles mentioned in the mutual relationships ⁇ ined by the State and the associations.

Mr. Minister, you want to be reassured. I regret that all the potential impacts of this law have not been sufficiently studied. Are there no risks of seeing more shares in competition against ASBLs? Will the subsidiary powers not be more reluctant to grant subsidies for fear of being qualified as state aid? Is the tax administration not at risk to be more zealous in the pursuit of associations to be subject to corporate tax? Will the burden of proof of the absence of a profit purpose or of the accessory nature of lucrative activities not be borne by the ASBLs which, by definition, will no longer be without a profit purpose? How can an ASBL prove that it has no profit? This is a criterion for many subsidies. Who will control it? Are associations not at risk of developing their business activities lightly and triggering the cascade of consequences on volunteering (I mean the possibility given to some volunteers to work in associations) as well as the risk of corporate taxation? Will the subsidizing authorities not be tempted to fund the sector less, inasmuch as it can subsidize itself through lucrative activities?

Here is a whole series of questions that have not found satisfactory answer for experts, companies and for all those who have positioned themselves in relation to this problem.

Nevertheless, I cannot fail to point out that these committees gave rise to a real debate. We were able to do a substantial job. I must acknowledge that you have been present every time. You listened, you answered. Sometimes it was hard to convince. You were bow-bound on your codes, your collaborators and on the experts who, in your office, had worked the text to the slightest virgule. However, 540 amendments were approved.

Even if we disagree with the text as it resulted here, I can say that this is an important legislative work. Unfortunately, it seems to me that there is an imbalance between the market world, the economic life of the country, and the associative world, at the expense of the latter.

You have decided to go beyond. We will not follow you today. I am sorry for you. We actually worked a lot. We had hoped for a little more. He did not come, although he could have been present at the meeting. We will abstain today. I wanted to emphasize the progress, but the work is unfinished. I thank you.

Mr. Speaker, I will start by highlighting the quality of the key argument of the MR in favour of this bill. Our colleague Vincent Scourneau, absent for the moment, stressed that this bill was supported by the FEB. This is the argument! It would seem, by the way, that the MR cannot go to pipi alone without being accompanied by the FEB. Yesterday, some of its members were invited by the same party so that they could say all the evil they think of the climate bill proposal, yet co-signed by Mr. Clarinval.

We hear today a right that justifies this reform by invoking competitiveness. We know that this term is the magic word for offering all the power to large companies and thus undermining the rights and interests of workers.

I note a coincidence: this bill will be voted on the same day that it is learned that the TAX3 commission of the European Parliament has ranked Belgium among the seven Member States that are considered as tax havens. What is the link? It seems obvious to me. This notion involves not only the fiscal aspect, but also opacity as well as a very large flexibility of corporate law. Precisely, Mr. Minister, your bill boasts, in its explanation of reasons, the very flexible regulation of the state of Delaware in the United States. So this is the Eldorado of Minister Geens: a state that has more companies than inhabitants and where 285,000 companies are domiciled in a single building.

With this project, the government creates an ultra-liberal corporate law, in particular by introducing the doctrine of the statutory headquarters. It allows companies to freely choose the accounting rules and the corporate law that would apply to them. Furthermore, this freedom is not limited to European courts, so that any company operating in Belgium can decide – without any obstacle – to establish a fictitious headquarters, a “mailbox” address anywhere in the world, for example in this Delaware building where 285,000 companies are domiciled.

Some also believe that this will de facto generate the reintroduction of holding shares in Belgium, which would be a famous backward and a new form of opacity – which is also a constituent element of tax havens.

There is the responsibility, or rather the irresponsibility of managers. This responsibility is limited. It could be said that limited liability companies will become unlimited irresponsibility companies! Even if this transfer of liability has been limited, it is not normal to limit a liability of the directors of a company. Visibly, since Maurice Lippens and the other administrators responsible for the fall of Fortis have escaped all condemnation, this gives wings to those who work for the criminal and civil impunity of profit-thirsty capitalists. It is well known how unlimited the salaries of executives and CEOs of these large companies are. There is, on the one hand, an unlimited remuneration and, on the other, a limited liability.

There is also the issue of multiple voting. I heard here the arguments, or rather the alibis used to justify this right of multiple vote: stability, fight against speculation, etc. It happens that the classical shareholder democracy (one action, one vote) is already shocking because it is a form of plutocracy that gives power to the biggest shareholders. Here, we go even further as the major historical shareholders will have even greater power in the face of investing less of their capital.

Pierre Nothomb, an associate at Deminor, said in La Libre Belgique, I quote: "This is a law that could give too much power to Albert Frère." It was on May 26, 2018, he could not yet imagine that in the meantime the death of Albert Frère would intervene.

Mr. Speaker, I would like my colleagues to make a little humor, but this has been going on since the beginning of my speech! It is exaggerated.

Too much is too much, too much is too much.

Mr. Cheron, if you want to speak, ask the President and intervene but, if possible, stop your permanent noise!

Go ahead, Mr Van Heesees.

So I said that Fire Albert Brother was a specialist, but not the only one, who had developed a cascade engineering to have as much economic control as possible with a minimum of capital. This project will increase this ability to multiply the use of a capital.

Finally, there are ASBLs that will now be governed by the same rules as commercial companies. One is so in a liberal logic that the rules of business are applied to non-profit associations. We really trade the ASBLs, a little like being a non-merchant was a trick! You are turning our country into something monstrous!

Dear colleagues, I conclude. After all the leaks, papers and tax scandals that involve multinational companies, after the 2008 banking and financial crisis, after the current climate mobilization that denounces the lack of efforts of 300 large companies responsible in Belgium for 40% of CO2 emissions, after the scandal of multinational pharmaceutical companies that pump the funds of social security in favor of conflicts of interest with some ministerial cabinets of this government, after all, the population expects that big companies be controlled much stricter.

What does this law text do? Exactly the opposite! You will understand that we will not support it.

If no one asks for the word, I would like to give it to the Minister.

Mr. Speaker, first and foremost, I would like to thank all the members of the Committee on Trade and Economic Law, the Government, the old majority and the old opposition, for the constructive debates we have held.

In reality, the project that could be voted today is the result of everyone’s contribution. The atmosphere that prevailed in the committee was an atmosphere of cooperation. I would say almost a “co-operative society” but with a disinterested purpose, insofar as we all tried to serve the general interest and to find agreements on the points on which we obviously had necessarily ideological differences of opinion.

First, I take things in the systematic order and not in the order of questions. The distinction between the merchant and the non-merchant, I know, is very dear to you, Mr. de Lamotte. I will not be able to convince you, just as you have not been able to convince me. This is not important in so far as we respect ourselves.

I believe that the innovation of legislation is that the respective goals of associations and companies have been defined much more clearly, in order to avoid and prevent deviations in the indirect distribution of profits in the ASBLs. We aligned them and gave them the chance to have objects and therefore activities quite similar, because the distinction between the two is not the object but indeed the purpose.

Although we do not necessarily agree on this, I believe that afterwards, unconvinced associations could become so by the fact that they will have more freedom in the exercise of their activities, but less freedom in the respect of their purpose – which is ultimately the purpose of the reform regarding this distinction.

I know that you have always advocated an unofficial codification. You said I only gave up on Tuesday. Indeed, I gave in on Tuesday regarding the entry of such an unofficial codification into the code, but every time you insisted on this, I promised you this codification – as I promised you a brochure that was prepared and printed in time.

Regarding the statutory seat, we will also not agree. It is my conviction that we must make Belgian company and association law attractive from the establishment, as is the case in the Netherlands, Great Britain and Denmark. I would regret that a city such as Brussels or an economic attraction pool such as Antwerp would not be able to use the statutory seat in Belgian company law as an argument for international investors.

I would like to point out once again that through a draft that will later be on the agenda, we will completely taxally neutralize that and that it is in no way the intention of Belgium to make a tax paradise. For taxation, we will continue to look at the real seat.

I return to the question concerning the "simple company" which was introduced as a denomination by the law of 15 April 2018, which entered into force on 1 November. Common law companies will obviously not have to adjust their name, especially since there are no sanctions provided for in the event that they do not. Their field of activity and current functioning remain intact in all respects, insofar as there is no fundamental change in relation to the common law society, now referred to as "simple society".

In the Dutch language: friendship. It is true that these partnerships will have to register as a company, but that was known to the questioner. This is the case from November 1st.

There have been huge debates about the limited liability of drivers. Those who have debated this with us in the committee know that there have been two major reasons for moving towards a limitation of driver liability. That is, on the one hand, the fact that corporate commissioners by this Parliament, before I had any political responsibility, have seen their liability limited by a scale up to a maximum of 12,5 million euros. If commissioners who are normally organized, at least in listed companies, in large corporate structures, often with thousands of employees and large investments, are considered liable by this Parliament only up to a maximum of EUR 12.5 million, if there is a cap, as it is called in the jargon, up to that amount, then it seemed logical to allow drivers who are always natural persons at the end of the ride, in the same way to enjoy a limitation of liability. Drivers have at least as much trouble ensuring that responsibility as commissioners. We all know that drivers natural persons rarely have assets that go up to 12.5 million euros. That was the first reason.

A second reason – indeed, Mr. De Roover pointed out – is that today employees are exempt from liability for common mistakes, that the employer bears that liability and that the employer can not even take regression on the employee for common mistakes. So we thought it was reasonable not to make the driver’s position too unattractive for drivers too and to provide for a limitation of liability according to a scale in function of the company up to the same amount of 12.5 million euros.

I shared – you will see, Mr. de Lamotte, that we can agree – your wish that the ceiling for small enterprises and small ASBLs be reduced to 125,000 euros so that the responsibility is adapted to their size.

I then come to the cooperative company, for which it has indeed not been easy to reach a full status with the sector and with the colleagues.

Sometimes a better result is achieved by playing an extension. I am pleased that by playing that extension we have achieved a better result, because it was not easy to find for the cooperative company a good status in which the sectors and the political parties could find themselves.

I would like to thank all those who have contributed to this in the last few months and especially in the last few weeks. There has been a lot of consultation. This amendment was unanimously approved in the committee and I am ⁇ pleased with it.

The cooperative purpose, the cooperative finality, is defined in the bill, after amendment, until everyone's approval.

At the end of my short story, it is appropriate to thank the experts. These are essentially very many Belgian company professors who have helped, but in particular four professors who have been very active. These are in alphabetical order the professors De Wulf, Foriers, Nelissen Grade and Wyckaert.

I am also very grateful to my cabinet for working day and night on this design. I think I can ⁇ mention Ms. Korkmazer here.