Impact de la réforme du code des sociétés sur les statuts des sociétés coopératives belges

Abstract

The arrival of the code of societies and associations has turned the cooperatives upside down. The purpose of this work is to understand what this reform consists of and its impact on the statutes of cooperatives.

First, we began by explaining the theoretical framework of cooperatives and its legal framework. The outcome of this reform is that the cooperative’s definition must now comply with very specific cooperative principles in order to maintain its legal form. However, cooperative principles are not very much present in the present law, except for the issue of free and voluntary membership and resignation, which is dealt with in a clear and concrete manner.

Next, we analyzed a sample of ten Walloon cooperatives held in portfolio by SOWECSOM. Our analysis consisted in reviewing the statutes of this sample with the help of a grid. This analysis grid includes all the changes that have been necessary in its statutes by the CSA. Later, we tried to make some assumptions that some cooperatives would be more likely to make more extensive changes to their statutes. However, these assumptions did not lead to the desired result given the limited size of the sample.

The conclusion of this work is that the reform of the company code did not necessarily have much impact on the statutes of our sample. If companies wish to keep the legal personality of the cooperative, it will be necessary to adapt their statutes, otherwise they will be transformed into a limited liability company if their purposes do not correspond to the cooperative principles. However, they have the choice between carrying out the various modifications which they are obliged to change, or they can, for a question of visibility and understanding, recast their statutes. The latter would be an opportunity if they wish to revisit their vision of the original cooperative model and their organization in terms of governance in order to respect the cooperative principles but also to meet the expectations of the various stakeholders.