Cooperative company in Belgium: setting up a SC, steps and benefits

Key takeaways

• A SC requires at least three founders (art. 6:3 CCA); below this threshold, judicial dissolution may be applied for (art. 6:126 CCA).
• No statutory minimum capital, but a financial plan covering the first two financial years is compulsory before incorporation.
• Capital is variable: members may join or leave without a formal statutory amendment (art. 6:1, §1 CCA).
• The constitutional deed must be authentic: passing before a Belgian notary is mandatory.
• CNC approval is optional and unlocks specific tax advantages, including the maintenance of the reduced corporate tax rate.

The cooperative company (SC) occupies a distinct place in Belgian company law. Since the reform of the Code of Companies and Associations (CCA) which came into force on 1 May 2019, it is reserved for projects whose purpose is genuinely cooperative: meeting the needs of members or developing their economic or social activities (art. 6:1, §1 CCA). This framework clearly sets it apart from the SRL, which remains the general-purpose form. This guide details the rules, practical steps and advantages to help you decide whether a cooperative company in Belgium is the right form for your project.

What defines a cooperative company under Belgian law

A SC is defined by three features set out in the CCA: a mandatory cooperative purpose, variable capital, and a flexible membership structure.

The cooperative purpose is not a formality. The articles must describe the cooperative purpose and values the company intends to uphold (art. 6:1, §4 CCA). A SC set up without a genuine cooperative project is exposed to an application for judicial dissolution. In practice, agricultural cooperatives, worker cooperatives, community food shops or healthcare cooperatives fit this purpose well. An SRL disguised as a SC does not withstand scrutiny.

Variable capital is the hallmark of a SC. Unlike an SRL, the articles may provide for new members to join or leave without a formal statutory amendment. A member may subscribe additional shares or request repayment of their shares without triggering an extraordinary general meeting. This flexibility has a corollary: the articles must set out clear admission and exclusion rules, failing which the cooperative is exposed to internal disputes.

Founders and members: rules for joining and leaving

A SC must have at least three members at incorporation and must maintain this throughout its existence (art. 6:3 CCA). If the number of members falls below three, any interested party or the public prosecutor may apply for judicial dissolution (art. 6:126 CCA).

The entry and exit of members is governed by articles 6:120 to 6:123 of the CCA. A member may resign under the conditions set out in the articles, without the unanimous consent of the other members. Exclusion is possible for just cause. Resignation may also be automatic if the member no longer meets the eligibility conditions set out in the articles.

This membership mobility is precisely what projects with a broad social base seek. A community cooperative that welcomes new members every quarter does not need to go back to the notary each time. The articles define the admission criteria: the candidate's sector of activity, commitment to a shared project, minimum share subscription.

Capital and financial plan: what a SC actually requires

The absence of a statutory minimum capital does not mean a lack of rigour. Article 6:4 CCA requires founders to ensure that the SC has "sufficient equity at the outset, taking into account other sources of funding, in light of the planned activity." The wording is open; the resulting liability is not.

A SC's financial plan contains the same elements as an SRL or SA plan: cash flow projections, revenue and cost assumptions, and sources of funding. For projects with a civic or social dimension, it also includes projections for growth in the number of members and the pace of share subscriptions.

Steps to set up a SC in Belgium

1. 1

   Define the cooperative purpose and draft the articles

   Weeks 1-3

   The articles must describe the cooperative purpose and values (art. 6:1, §4 CCA), and set out the rules for admission, resignation and exclusion of members.

2. 2

   Draw up the financial plan

   Weeks 2-4

   A forecast covering the first two financial years, submitted to the notary before signing. Includes share subscription projections if the membership base is broad.

3. 3

   Sign the constitutional deed before a notary

   Weeks 4-5

   The authentic deed sets out the name, registered office, cooperative purpose, governance rules and share value. The financial plan is appended.

4. 4

   Filing with the court clerk and BCE registration

   Following days

   The notary files the deed with the clerk of the business court. The company is registered with the Crossroads Bank for Enterprises and receives its enterprise number (format 1xxx.xxx.xxx for all new entities since 19 September 2023).

5. 5

   Publication in the Belgian Official Gazette

   In the days following filing

   An extract of the deed is published in the annexes of the Belgian Official Gazette, making the SC enforceable against third parties. Legal personality is acquired upon filing with the court clerk.

6. 6

   VAT registration and social insurance affiliation

   From start of activity

   VAT activation if the activity is subject to tax, and affiliation of managers to a social insurance fund for self-employed persons.

CNC approval: conditions and tax benefits

CNC approval (National Council for Cooperation, Social Entrepreneurship and Agricultural Enterprise) is an optional status granted by the Minister of Economic Affairs. It targets cooperatives that meet strict criteria aligned with recognised cooperative values.

Main conditions for CNC approval

• Voluntary and open membership

  Refusal of membership may only be based on failure to meet the statutory admission conditions, not on discretionary criteria.

• Equal voting rights at the general assembly

  One person, one vote: voting rights may be capped in the articles at a maximum of 10% per member.

• Dividend capped at 6% of share acquisition value

  The return on shares is capped at 6% of their acquisition value, ensuring the cooperative purpose takes priority over financial return.

• Director mandates without excessive remuneration

  Directors exercise their mandate in accordance with cooperative principles.

• Training and information for members

  The cooperative devotes resources to training its members in cooperative principles.

The tax benefits of approval are concrete. Approved cooperatives benefit from the maintenance of the reduced corporate tax rate (CIT) even when the normal exclusion conditions would otherwise apply. They also avoid the reclassification of interest on member advances as dividends, which secures internal financing provided by members. A specialist accountant can quantify the impact for your specific structure.

Set up your cooperative company with the right support

Monsiegesocial supports you in incorporating your SC, from the registered office address to coordination with your notary.

Set up my cooperative companySee our services

SC, SRL or SA: which legal form to choose?

	SC	SRL	SA
Minimum founders	3	1	1
Statutory minimum capital	None	None	€61,500
Variable capital
Specific purpose required	Cooperative (art. 6:1 CCA)	Any	Any
Notarial deed required
Entry/exit of members	Flexible (statutory)	Amending deed	Amending deed
Optional fiscal approval	CNC	N/A	N/A

A SC suits a project with a broad membership base, genuine participatory governance, and a purpose that goes beyond maximising returns. It does not suit a solo entrepreneur or a duo without a cooperative dimension.

For a project without a cooperative purpose, the SRL remains the most flexible general-purpose form. For a structure anticipating external investors or multiple share classes, the SA is better suited. For non-profit projects, an ASBL is also worth considering.

Regardless of the form chosen, a professional domiciliation address can serve as the registered office from incorporation, before the company has its own premises.

Further reading

• Setting up an SRL in Belgium: the essential steps: the most widely used general-purpose form, with no minimum capital or members required.
• SRL or SA: which legal form to choose in Belgium?: the detailed comparison between the two most common forms.
• The cooperative company overview on notaire.be for the procedural aspects of incorporation.