Cooperative company (CV)

What is a cooperative company (CV)?

The law requires at least three founders for the cooperative company (CV), but be careful: this form is reserved for companies that pursue a common social, cooperative purpose, which may not be speculative, understood as pursuing maximum profit. The aim is rather to meet specific, common needs of the shareholders or needs of third parties. The shareholder does not become a member of the cooperative to get rich (as quickly as possible), but wants to support a project that goes beyond mere self-interest. This does not rule out shareholders receiving reasonable remuneration for their contribution.

Because of this adjusted cooperative approach, quite a few cooperative companies of knowledge workers (i.e. cooperatives) such as lawyers, doctors and other liberal professions have to choose a different company form.

To set up a cooperative company (CV), the founders must go to the notary for a deed of incorporation containing the articles of association. At the start, each founder must make a contribution so that the CV has the appropriate equity to develop its activities. Here too, a sound financial plan is required. And importantly, there may be no dominant shareholder.

Core characteristics and financial obligations

The core characteristic of every CV is its social, cooperative approach, for example financing and producing green energy in the local region or providing more good-quality and affordable rental housing for social target groups. The CV is driven by a spirit of cooperation: towards achieving the benefits the shareholders are interested in. There is no minimum capital. Shareholders can freely join or leave without many formalities. Because the CV has legal personality, the cooperative members or shareholders are only liable for their contribution unless – in the event of problems during the first two years – the financial plan turns out not to be sound. That's why here too the advice is to consult a savvy financial and business expert to jointly draw up the financial plan with all planned income, expenditure flows and required working capital. In addition to the opening balance sheet, it also contains a projection of the balance sheets after one and after two financial years of activity, with the assumptions used and the business logic used as a basis. Anyone making a contribution in kind, in activity or other than money must have the value of the contribution determined by a company auditor, who draws up a detailed report. There must be at least one director in the CV.

The rules of directors' liability also apply to this management position. Every director must perform her or his management duties properly. If not, a shareholder or an interested third party can hold the director liable, which, if a fault is established, also puts his or her personal assets at risk. A distinction is made between internal and external liability. Internal refers to the BV itself holding the director(s) accountable for mistakes; external applies to claims by bodies or persons outside the company.

Accounting obligations and accreditation

A CV must apply the Companies Code and is therefore obliged, in addition to keeping double-entry bookkeeping , among other things to draw up an annual balance sheet and file it with the National Bank. Most CVs outsource their bookkeeping to certified bookkeepers and accountants or appoint their own bookkeeper. Here the aim of the management and of the company is to achieve the cooperative purpose of the collaboration.

The law provides for the possibility of accrediting a cooperative company (application of the law of 20 July 1955) as a member of the National Council for Cooperation, Social Entrepreneurship and Agricultural Enterprise, and possibly as a social enterprise. Accreditation comes with a number of advantages, such as dividends not being part of the CV's taxable base. Accreditation must be applied for and is not without commitment, as it also entails obligations.