Key takeaways
- The cooperative company (SC) requires at least three founders, against just one for the SRL.
- No legal minimum capital, but sufficient starting equity justified by a financial plan handed to the notary.
- Its regime is largely modelled on the SRL: liability limited to contributions and incorporation by notarial deed.
- The form is reserved for genuinely cooperative projects; only an SC can be accredited as a social enterprise.
The cooperative company (SC) is the legal form for genuinely collective projects, where several partners join forces to meet their common needs rather than to maximise a return on capital. Since the reform of the Code of Companies and Associations (CSA), which came into force in 2019, it is no longer a catch-all form: lawmakers refocused it on companies with a real cooperative purpose. This guide details the concrete requirements to set it up, from the minimum number of founders to the financial plan, and explains the specific social-enterprise accreditation that only this form can obtain.
What is a cooperative company?
The cooperative company brings partners together around a shared objective: the SC exists to meet the economic or social needs of its shareholders, or of interested third parties, rather than to serve as a pure financial investment. It is this cooperative purpose that justifies choosing the form.
In patrimonial terms, the SC is a legal entity with its own assets, separate from those of its partners. Shareholders are liable only up to their contribution: their private assets are in principle shielded from company debts, as in an SRL or an SA.
The 2019 reform put an end to a very widespread misuse. Before the CSA, the cooperative was often used as a flexible form for projects that were in no way cooperative. Now, article 6:1 of the CSA requires the company to have a genuine cooperative purpose; failing that, it risks dissolution. Choosing the SC therefore assumes a project where cooperation between members is real, not a mere legal wrapper.
The requirements to set up an SC
Incorporating a cooperative company follows logic close to that of the SRL, with one requirement of its own on the number of founders.
The prerequisites for incorporation
Gather at least three founders
The SC requires a minimum of three shareholders at incorporation, and this threshold must be maintained afterwards.
Build sufficient starting equity
No legal minimum capital, but own resources suited to the planned activity.
Draft a financial plan
It justifies that the starting equity is sufficient for at least the first two years; it is handed to the notary.
Go before the notary
The incorporation deed is authentic: the notary drafts the articles and files with the registry.
Register with the Crossroads Bank for Enterprises
Registration with the CBE and VAT activation follow incorporation.
The minimum of three founders is the SC's hallmark. Where an SRL can be a single-member company, the cooperative rests by nature on a collective: article 6:3 of the CSA requires at least three shareholders from incorporation and throughout the company's existence.
Like the SRL, the SC imposes no legal minimum capital. The CSA replaced the old floor with a requirement of sufficient starting equity for the activity, assessed through a detailed financial plan handed to the notary. This document engages the founders' liability: if the company goes bankrupt within three years with manifestly insufficient starting resources, their personal liability may be sought.
Incorporation must go through an authentic deed before a notary. The company acquires legal personality when the extract of the deed is filed with the registry of the enterprise court, followed by publication in the annexes to the Belgian Official Gazette.
SC and SRL: a largely common regime
The CSA brought the cooperative closer to the SRL: the SC's regime (Book 6 of the CSA) was largely modelled on that of the SRL. Understanding the SRL therefore means understanding most of the SC.
| Cooperative company (SC) | SRL | |
|---|---|---|
| Minimum partners | 3 | 1 |
| Legal minimum capital | None | None |
| Financial plan at incorporation | ||
| Partners' liability | Limited to contributions | Limited to contributions |
| Notarial deed | ||
| Mandatory cooperative purpose | ||
| Entry and exit of partners | Flexible, set by the articles | Transfer subject to approval by default |
The flexibility of partners' entry and exit is one of the cooperative's distinctive traits. The articles can freely organise the admission of new shareholders and the resignation of members, which makes the SC suited to projects whose shareholding changes over time. The shares are registered.
Social-enterprise accreditation: an SC exclusivity
The cooperative company is the only form that can apply to be accredited as a social enterprise (art. 8:5 of the CSA). This accreditation targets cooperatives whose main purpose is to generate a positive societal impact, for people, the environment or society. It is not automatic: it requires meeting strict conditions written into the articles.
The conditions for social-enterprise accreditation
Main purpose of societal interest
The articles must aim at a positive impact for people, the environment or society, ahead of profit.
Capped patrimonial advantages
The return distributed to shareholders is limited, to keep capital from prevailing over the social purpose.
Limited voting rights at the general meeting
No shareholder can concentrate excessive weight in collective decisions.
Director's mandate in principle unpaid
Governance serves the social purpose, not the enrichment of directors.
Assets allocated to the purpose upon liquidation
The balance after settling liabilities must serve a purpose close to the corporate object.
These conditions reflect a single logic: in an accredited social enterprise, the collective purpose prevails over the remuneration of capital. Capping patrimonial advantages and limiting voting rights prevent a majority shareholder from capturing value or power at the project's expense. The precise amounts and percentages fall under the applicable regulations and must be checked at the time of incorporation, as they can change.
Advantages and drawbacks of the cooperative company
Advantages
- Liability limited to contributions: the partners' private assets are protected.
- No legal minimum capital, like the SRL.
- Flexible entry and exit of partners, suited to an evolving shareholding.
- The only form that can be accredited as a social enterprise.
- Regime largely aligned with the SRL, hence well charted.
Disadvantages
- At least three founders required at incorporation and thereafter.
- Mandatory notarial deed, with the costs that entails.
- Administrative and accounting obligations of a limited-liability company.
- A real cooperative purpose is required, under penalty of dissolution.
The SC combines the patrimonial protection of a capital company with governance turned towards the collective. Its trade-off is formalism comparable to the SRL's and a substantive requirement: the project must be authentically cooperative.
When to choose the SC over an SRL?
The question is settled on the nature of the project, not on accounting criteria. The SRL remains the default form for an entrepreneur who wants to protect their assets and stay in control of their company. The SC comes into its own when several partners want to carry together a project that meets their common needs, with open shareholding and shared governance.
Three signals point towards the cooperative: a collective of at least three people from the outset, a wish to open the shareholding easily to new members, and a purpose that goes beyond financial return alone. If your project also aims at a societal impact, social-enterprise accreditation becomes a credibility asset.
Set up your cooperative company in Belgium
From drafting the articles to the notary appointment and CBE registration, Monsiegesocial supports you in incorporating your company and providing a registered office.
As with any company, the registered office address appears in the articles and at the CBE: it is one of the first things to settle before the notary appointment. Our company formation service and our business address solution cover both steps.
Going further
- Legal forms in Belgium: comparison and guide to choosing: where the SC sits among the other forms.
- Setting up an SRL in Belgium: the essential steps: the regime the SC draws heavily on.
- SRL or SA in Belgium: which legal form to choose?: arbitrating between the two capital companies.
