Statutes of our cooperative
Below you will find the unofficial coordination of 24PM's articles of association, which will be updated by 2024 in accordance with the Companies and Associations Code (C.S.A.).
This page is provided for your convenience. In case of discrepancy, the official version published in the Belgian Official Gazette is the authentic version.
All translations are provided for information purposes only.
LIMITED LIABILITY COOPERATIVE SOCIETY
HEAD OFFICE IN 1430 QUENAST
Place called " Chateau Lefebvre ".
16 grand place de Quenast
1. Mr MORELLE Pierre,
2. Mr. BERTIAUX Pascal, who left the company's capital in 2015
3. Mr GLANARD Arnaud
In a coordinated manner, the following Class A shareholders entered and remained in the capital
1. Mrs EBSTEIN Ilana
2. Mr DEZUTTER Ludwig
3. Mr CROQUET François
Prior to any other action, the parties to the proceedings submit to the undersigned notary the financial plan, which they sign immediately, of the company they wish to incorporate hereinafter, as required by article 391 of the Companies Code.They acknowledge that they have been informed by the undersigned notary of the legal provisions relating to the content of the financial plan and the consequences that this plan may have on their personal liability as founders of the company, as provided for in article 405, 5° of the said Code. The said parties have requested the undersigned notary to receive the authenticated deed of the following:
TITLE I: NAME - SEAT - PURPOSE - DURATION
ARTICLE 1: FORM - NAME
The company adopts the form of a limited liability cooperative company. In all acts, invoices and documents, this name is immediately preceded or followed by the words "société coopérative à responsabilité limitée" or the initials S.C.R.L.
ARTICLE 2: REGISTERED OFFICE
The registered office is established in 1430 Quenast at 16 grand-place de quenast. It may, without amendment of the articles of association, be transferred to Belgium in the French-speaking region and the bilingual region of Brussels by simple decision of the management body, referred to in articles 18 or 19, to be published in the annexes to the Moniteur belge. The company may establish, by simple decision of the management body, administrative and operational headquarters, branches, depots and agencies, in Belgium and abroad.
ARTICLE 3: PURPOSE
The company's object is to provide all operations, both in Belgium and abroad, in the field of commercial strategy consulting and IT decision-making, as well as all sales, purchase and exchange services related to its corporate object. It may, both for itself and on behalf of third parties or in participation with third parties, in Belgium or abroad, provide services in :
- the development, research, composition, marketing of any computer application in the broadest sense covering hardware as well as software for any aspect of private life, professional life, robotization of any commercial, industrial, medical, paramedical, linguistic and logistic activity.
- Consultancy in all areas of computer science including graphic design.
- Import, export, purchase, sale, production of any direct or indirect accessory in relation to any computer application.
- Any operation that is in any way related to strategic and operational management consulting
- All operations relating to advertising, advertising campaigns, event organisation, business communication consultancy, marketing, market research, advertising design, development and use of advertising processes, consultancy and logo design, etc.; - All consultancy and training operations required in connection with its corporate purpose;
- participation in the creation and development of industrial, commercial, financial or real estate companies and the provision of any assistance in the form deemed most appropriate, loans, financing, guarantees, equity participation, as well as all consulting services, studies, opinions, and all technical, financial, commercial, strategic and/or administrative acts etc.
- the acquisition by way of purchase, subscription, exchange or in any other way, as well as the disposal by sale, exchange or in any other way, of shares, bonds, warrants and securities of any kind, the management, operation, development and disposal of these securities.
- All management, administration, liquidation, direction and organization activities, in any form whatsoever. It may ensure the day-to-day management and representation in operations relating to this management, business.
- Any participation in the board, assistance and internal supervision of the companies and businesses in which it has invested, in any form whatsoever, in the areas of expertise of the company mentioned in this corporate purpose.
- The constitution, management, operation and development of real estate assets, and to this end, the disposal, acquisition and rental of any property or real estate rights, whether or not related to its other activities.
- The assumption of real or personal guarantees, in any form whatsoever, on behalf of third parties, including but not limited to guarantees, pledges, mortgages, pledges of collateral, and the subscription (or endorsement) of commercial paper as a pledge.
- It may conclude, both in Belgium and abroad, all legal, commercial, financial, industrial, movable or immovable transactions which are directly or indirectly related to its object or which are likely to develop or promote the realisation thereof, and in particular, acquire, transfer, grant or lease intellectual rights, acquire or exploit all patents, licences, trademarks, copyrights, etc., lease all or part of these exploitations, all these examples being non-limitative
The company may carry out these operations in its own name and on its own behalf, but also in the name of and/or on behalf of its partners, and even on behalf of third parties, particularly as a commission agent. It may, subject to legal restrictions, carry out all commercial, industrial, movable property, real estate or financial transactions relating directly or indirectly to its corporate purpose, and may acquire an interest, by way of subscription, contribution, acquisition of a holding or otherwise, in any company or business having a similar, related or complementary activity to its own, and, in general, carry out all transactions likely to promote the achievement of its purpose.
ARTICLE 4: DURATION
The company is established for an unlimited period. Except in the case of a court decision, it may only be dissolved by a decision of the general meeting taken in the form and under the conditions laid down for amendments to the articles of association.
TITLE II: SHARES - PARTNERS - LIABILITY
ARTICLE 5: CAPITAL
The share capital is unlimited. It initially amounts to twenty thousand euros (€ 20,000). The fixed part of the capital is set at twenty thousand euros (€ 20,000). The capital is variable, without amendment of the articles of association, for what exceeds this fixed amount.
Coordination: The share capital of the company is established at 31/12/2019 at the sum of 114 543 € (one hundred and fourteen thousand five hundred and forty three euros)
ARTICLE 6: SHARES - PAYMENT - OBLIGATIONS
The share capital is represented by twenty thousand (20,000) shares with a nominal value of one euro (€1) each.
Each share must be at least one quarter paid up.
Apart from the shares representing the contributions, no securities of any kind whatsoever representing corporate rights or entitling the holder to a share of the profits may be created.
A number of shares corresponding to the fixed capital must be subscribed at all times.
The fixed capital must be paid up to at least six thousand two hundred euros (€ 6,200) at the time of incorporation.
The shares of the fixed capital are referred to as "A shares".
In addition to the shares subscribed to hereafter, other shares may be issued during the existence of the company, in particular within the framework of the admission of associates or increased subscriptions.
They are called "B shares" or "C shares".
The body which manages the company, referred to in Article 18 below, shall fix their issue rate, the amount to be paid up at the time of subscription and, where necessary, the due dates of the amounts still to be paid up and the rate of interest due on these amounts. Partners who fail to make their payments within the set time limits shall be required, automatically and without notice, to pay interest at the rate of twelve per cent per annum from the due date, without prejudice to the company's right to take legal action to recover the entire outstanding balance, or to cancel the subscription, or to exclude the defaulting partner. The voting rights attached to the shares on which the payments have not been made shall be suspended as long as these payments, duly called and due, have not been made.
ARTICLE 7: LIABILITY
The partners shall be liable only up to the amount of their subscription. There shall be no joint and several or indivisible liability between them.
ARTICLE 8: NATURE OF THE SHARES
The shares shall be registered; they shall be indivisible vis-à-vis the company, which shall have the right, in the event of undivided ownership, to suspend the rights pertaining thereto until only one of the undivided owners has been recognised as the owner in his respect.
If the shares are encumbered by usufruct, the voting right shall belong to the usufructuary, unless the bare owner objects, in which case the voting right shall be suspended until a court decision.
ARTICLE 9: TRANSFER OF SHARES
The shares shall be transferable inter vivos or by reason of death, to co-members or to third parties, including the heirs and assigns of the deceased partner, subject to the approval of the management body.
Shares representing contributions in kind may not be transferred until ten days after the filing of the second annual balance sheet following their creation. A mention of this shall be made in the register of associates.
TITLE III: PARTNERS
ARTICLE 10: PARTNERS
1. the signatories of this deed;
2. natural or legal persons approved as associates by the management body referred to in Article 18, as subscribers or transferees of units.
The management authority shall not be required to justify its decision in the event of refusal of approval.
In order to be approved as an associate, the applicant must subscribe, under the conditions laid down by the management body pursuant to Article 6, to at least one share in the company and pay up at least one quarter of each share subscribed.
Admission implies adherence to the statutes and, where applicable, to the internal regulations.
The admission of a partner shall be recorded by entry in the Register of Partners in accordance with Articles 357 and 358 of the Companies Code.
ARTICLE 11: LOSS OF ASSOCIATE STATUS
The partners cease to be part of the partnership by their:
The holders of B shares are automatically excluded in the event of bankruptcy, insolvency, application for composition or prohibition.
ARTICLE 12: REGISTER OF PARTNERS
Every cooperative society must keep a register at its registered office, which may be consulted by the members on the spot and which shall indicate for each member :
- his full name and address and registered office ;
- the date of his admission, resignation or exclusion;
- the number of shares held by the shareholder, as well as subscriptions for new shares, redemptions of shares and sales of shares, with their dates;
- the amount of payments made and the amounts withdrawn in repayment of the units.
The Management Authority shall be responsible for the registrations. Registrations shall be made on the basis of documentary evidence which shall be dated and signed. They shall be made in the order of their date.
A copy of the particulars concerning them in the register of members shall be delivered to the holders who so request in writing to the management body.
These copies may not be used as evidence against entries in the register of members.
The resignation of a partner shall be recorded by entering the fact in the register of partners. If the management body refuses to record the resignation, it shall be received at the clerk's office of the Justice of the Peace of the registered office in accordance with Article 369 of the Companies Code.
ARTICLE 13: RESIGNATION - WITHDRAWAL OF SHARES
A partner may only resign or withdraw shares or payments with the consent of the management body, and after having fully paid the payments due in respect of his subscription.
No partner may resign from the company for all or part of his shares after the first six months of the financial year.
This resignation is also only authorised insofar as it does not have the effect of reducing the company's capital to an amount lower than the fixed portion of the articles of association, of reducing the net assets to an amount lower than the fixed portion of the capital increased by the unavailable reserves and other unavailable values of the shareholders' equity, or of reducing the number of partners to less than three.
ARTICLE 14: EXCLUSION
Any associate may be excluded for just cause, in particular if he no longer fulfils the conditions for approval, or for any other reason. Reasons may be indicated in an internal regulation.
Exclusion shall be decided by the General Assembly and by the management body.
The member whose exclusion is requested shall be invited to make his observations in writing before the body responsible for deciding, within one month of the sending of a registered letter containing the reasoned proposal for exclusion.
If he so requests in the written statement containing his observations, the partner shall be heard.
Reasons shall be given for any decision to exclude.
The decision to exclude shall be recorded in minutes drawn up and signed by the management body of the company. These minutes shall mention the facts on which the exclusion is based. A note of the exclusion shall be made in the register of members of the company. A certified copy of the decision shall be sent by registered letter within fifteen days to the excluded member.
ARTICLE 15: REDEMPTION OF SHARES
A partner who resigns, is expelled or who withdraws part of his shares shall be entitled to receive the value of his shares as shown in the balance sheet for the year in which these events took place, without however being allocated a share of the reserves.
The balance sheet, duly approved, shall be binding on the resigning or excluded partner, except in the case of fraud or deceit.
A partner who has resigned, been excluded or who has withdrawn part of his shares may not assert any other rights against the company.
Payment shall be made, where applicable, pro rata liberationis, within two weeks of the approval of the balance sheet.
ARTICLE 16: DEATH, INSOLVENCY, BANKRUPTCY OF A PARTNER
In the event of the death, bankruptcy, insolvency or prohibition of a partner, his heirs, creditors or representatives shall recover the value of his shares as determined in Article 15 above. Payment shall be made in accordance with the procedures laid down in that article.
If the heir or legatee is himself a partner, designated by the articles of association or meets the conditions for admission, he may become a partner.
ARTICLE 17: MISCELLANEOUS
The partners, as well as their successors or assigns, may not bring about the liquidation of the company, nor have the company's assets sealed or request an inventory.
In order to exercise their rights, they must refer to the books and records of the company and the decisions of the general meetings.
TITLE IV: ADMINISTRATION
ARTICLE 18: GENERALITIES
The company shall be administered by one or more directors, whether or not they are partners, appointed in these articles of association or by the general meeting of partners.
The General Meeting shall be free to determine the term of office of the directors it appoints and may dismiss them at any time without cause or notice.
Mr Pierre MORELLE, domiciled at 1330 Rixensart, 63 rue de nivelles
Outgoing directors are eligible for re-election.
The meeting may remunerate the mandate of the directors and allocate them fixed and/or variable emoluments as well as attendance fees.
Within eight days of their appointment, the managers shall deposit at the registry of the commercial court an extract of the deed recording their powers and bearing their signatures.
ARTICLE 19: BOARD OF DIRECTORS
When there are more than two directors, they form a board. The board of directors shall elect a chairman from among its members.
In the absence or inability of the Chairman, the meeting shall be chaired by the oldest member.
The Board shall meet at the call of the President as often as the interests of the company require.
It must also be convened when two of its members request it. The board meets at the head office or at any other place in the municipality of the head office indicated in the notices of meeting.
Notices of meeting shall be sent by ordinary letter, except in cases of urgency, which shall be recorded in the minutes of the meeting, at least five clear days before the meeting and shall contain the agenda.
The Board shall not validly deliberate unless at least half of its members are present or represented.
However, if at a first meeting the Board is not in number, a new meeting may be convened with the same agenda, which will deliberate validly regardless of the number of directors present or represented.
Decisions shall be taken by a simple majority of votes. In the event of a tie, the chairman or the member chairing the meeting shall have the casting vote.
A director may even by simple letter, telex, telegram, telefax or any similar procedure, give a mandate to another director to replace him at the meeting and vote in his place.
However, a director may represent only one other member of the Board. The deliberations and votes of the Board are recorded in minutes signed by the majority of the directors present at the meeting.
Copies or extracts of these minutes shall be signed by the President or by two directors.
ARTICLE 20: VACANCY OF A DIRECTOR'S SEAT
In the event of a vacancy in the Board of Directors, the remaining Directors, where there is a Board of Directors, may fill the vacancy on a provisional basis.
The appointment is subject to ratification at the next general meeting.
ARTICLE 21: POWERS
The management body, which may consist of the board of directors, a single director or two directors acting jointly, shall have, in addition to the powers conferred on it by Titles II and III, the widest powers of administration and disposal within the framework of the corporate purpose.
It may, in particular, take and lease, acquire and dispose of any property, both movable and immovable; contract any loans, except by issuing bonds; pledge or mortgage any company property; discharge, with waiver of all rights of mortgage, lien and resolutory action, even without justification of payment, all mortgage and other registrations, transcriptions, seizures and other impediments whatsoever; represent the company in court, as plaintiff and defendant; settle and compromise in any case on all company interests.
It draws up draft internal regulations.
ARTICLE 22: DELEGATION
The Board of Directors may, under its responsibility, entrust the day-to-day management of the Company to one or more Directors who shall bear the title of Managing Director or Managing Director; it may also entrust the management of all or part of the Company's business to one or more Directors, whether or not they are Directors; it may grant powers for specific purposes to any third party that it shall notify.
The Board of Directors determines the emoluments attached to the delegations it grants.
The sole director or the two directors acting together shall have the same power of delegation mutatis mutandis.
ARTICLE 23: REPRESENTATION
Without prejudice to the special delegations, the company is validly represented with respect to third parties and in court by the sole director or, if there are several directors or if there is a board of directors, by two directors.
If the administration is entrusted to several directors, each of them shall validly represent the company in relation to acts and operations of day-to-day management, in particular vis-à-vis banks, public services, the Post Office and transport companies.
ARTICLE 24: CONTROL
The auditing of the financial situation, the annual accounts and the regularity, with regard to the law and the articles of association, of the transactions to be recorded in the annual accounts is governed by the provisions of Articles 166, 167 and 385 of the Companies Code.
As long as the company meets the criteria set out in Articles 130 to 171 of the Companies Code and no auditor is appointed, each partner has an individual right of control and investigation.
In accordance with the provisions of articles 166, 167 and 385 of the Company Code, the individual powers of investigation and control of the associates may be delegated to one or more associates in charge of this control, appointed by the general meeting, who may not exercise any other function or accept any other mission or mandate in the company.
These partners may be represented by a chartered accountant in accordance with the law. The meeting may grant them fixed fees as remuneration for the exercise of their mandate.
TITLE V: GENERAL ASSEMBLY
ARTICLE 25: COMPOSITION AND COMPETENCE, INTERNAL REGULATIONS
The duly constituted meeting represents all the partners; its decisions are binding on all, even those who are absent or dissenting.
It shall have the powers granted to it by law and by these Articles of Association.
It may supplement the Articles of Association as regards their application to relations between the company and its members, particularly as regards the grounds for exclusion, withdrawal, resignation and conditions of approval, by internal regulations to which the members are subject by the mere fact of their membership of the company.
These regulations are established, modified or abrogated by the assembly by decision taken by a simple majority of validly cast votes.
ARTICLE 26: DRESS CODE
The general assembly shall be convened by the management body referred to in article 18 by a simple letter containing the agenda, addressed to the associates at least fifteen clear days before the date of the meeting.
If the agenda contains an amendment to the articles of association, the general meeting shall be convened by the management body by registered letter and simple mail, at least fifteen clear days before the date of the meeting.
It must be convened once a year, on the first Tuesday of June, at ten o'clock in the morning, in order to decide on the annual accounts for the previous financial year and the discharge to be given to the directors and, if necessary, to the auditor(s) or partners responsible for the audit.
If such day is a holiday, the meeting shall be held on the next business day at the same time.
The meeting may also be convened extraordinarily. It must be convened if partners holding at least one-fifth of the total number of shares or, where applicable, a commissioner so request; it must be convened within one month of the request. General meetings shall be held at the registered office or at any other place indicated in the notices of meeting. If the meeting is held before a notary, it may be held at any other place indicated in the notices of meeting, provided that it is located in the judicial district to which the said municipality belongs.
The managing body has the right to adjourn the meeting for three weeks; this adjournment cancels any decision taken.
The general meeting shall be chaired, as the case may be, by the sole director, or by the oldest director, or by the chairman of the board of directors and, in his absence, by the director designated for this purpose by the board, or in the absence of such designation, by the oldest director present at the meeting, it being understood, however, that the chairman must be a partner.
The President shall appoint the Secretary, who shall not be a partner.
The meeting appoints two scrutineers from among the associates present.
ARTICLE 27: PROXIES
A partner may be represented at the meeting by a written proxy given to another partner with voting rights.
Legal entities and incapable persons shall be represented by their statutory or legal representatives, without prejudice to the foregoing provision.
ARTICLE 28: VOTING
The meeting shall decide, except for the exceptions provided for by these articles of association and by law, by a simple majority of votes, abstentions aside, regardless of the number of members present or represented.
Voting shall be by show of hands or by roll call, unless the meeting decides otherwise.
Voting on appointments of directors and commissioners shall in principle be by secret ballot.
Where the meeting is called upon to decide on an amendment to the Articles of Association, it may only validly deliberate if the notices of meeting specify the objects of the deliberations and if those attending the meeting represent at least half of the shares with voting rights.
If the latter condition is not met, a new meeting shall be convened with the same agenda, which shall deliberate validly regardless of the number of shares represented.
A decision is only validly taken in this matter if it gathers two/thirds of all validly cast votes. All this is subject to the application of the special provisions provided for in articles 435, 436, 778 and 779 of the Companies Code concerning the change of form of cooperative and the transformations of companies, in articles 671 and following of the Companies Code concerning the merger and demerger of companies, and in articles 678 and following of the Companies Code concerning the contribution of universality or branch of activity.
Except in the case of a duly justified emergency, the General Meeting shall only deliberate validly on the items on its agenda.
ARTICLE 29: VOTING RIGHTS
Each A share entitles the holder to three votes.
Each partner holding an A share shall have a number of votes equal to three times the number of his shares.
B shares entitle the holder to one vote.
Each partner holding a B share shall have a number of votes equal to the number of his shares. The right attached to shares for which the payments due have not been made shall be suspended.
C shares do not carry voting rights
Each partner holding a C share has a number of votes equal to zero (0).
ARTICLE 30: MINUTES
The minutes of the general assemblies are signed by the members of the bureau and by the associates who request it.
Copies and extracts of the minutes under private signature shall be signed by a director, or by two directors if there is a board of directors.
TITLE VI: BALANCE SHEET - PROFIT DISTRIBUTION
ARTICLE 31: FINANCIAL YEAR
The financial year begins on January 1 and ends on December 31 of each year.
ARTICLE 32: ANNUAL ACCOUNTS
At the end of each financial year, the management body referred to in Article 18 shall draw up, in accordance with the provisions applicable in this respect, the inventory and the annual accounts, to be submitted to the meeting
Fifteen days before the meeting, the annual accounts including the balance sheet and the profit and loss account with the annex, the reports of the directors and auditors or partners in charge of the audit shall be deposited at the registered office at the disposal of the partners.
These reports are prepared in accordance with Articles 143 and 144 of the Companies Code.
ARTICLE 33: PROFIT DISTRIBUTION
The favourable balance sheet surplus, after deduction of general and operating expenses as well as any provisions and depreciation deemed necessary, constitutes the company's net profit.
From this profit, five percent is deducted to form the legal reserve, as long as it does not reach one tenth of the subscribed capital.
The meeting decides by simple majority on the allocation of the balance, subject to the application of article 617 of the Company Code.
Dividends are paid on the date and in the manner determined by the management body, but within thirty days of the date of the meeting.
After the adoption of the balance sheet, the meeting shall decide by a special vote on the discharge to be given to the directors and, if applicable, to the auditor(s) or the auditing partners.
The annual accounts are then, at the discretion of the Board of Directors, published in accordance with the legal and regulatory rules applicable to the company.
TITLE VII: LIQUIDATION
ARTICLE 34: LIQUIDATION
In the event of dissolution for any reason and at any time, the liquidation of the company shall be carried out by the management body in office at that time, unless the general meeting decides to entrust the liquidation to one or more liquidators.
The liquidators shall have, unless the general meeting decides otherwise, the most extensive powers conferred by Article 186 of the Companies Code, without having to resort to the authorisation provided for in Article 187.
The meeting shall determine, if necessary, the emoluments of the liquidators.
ARTICLE 35: CLOSURE OF THE LIQUIDATION
After payment of the company's debts and charges, the balance will be used first to repay the payments made to pay for the shares.
If all the shares are not equally paid up, the liquidators will balance the shares in terms of payment, either by calls for funds or by partial repayments.
The surplus of the assets shall be distributed among the shares in equal parts or, if there are different categories of shares, in proportion to their nominal value.
TITLE IX: SUBSCRIPTIONS - PAYMENTS
The twenty thousand (20,000) shares representing the initial capital referred to in Article 5 of these Articles of Association are subscribed by the parties to the agreement at the par value of their nominal value as follows
see share book
CASH CONTRIBUTIONS ONLY
The participants declare and acknowledge that all and each of the shares thus subscribed have been paid up to the amount of 31% in cash by payment into a special account opened for this purpose with ING, so that a sum of six thousand two hundred euros (€ 6,200) is at the free disposal of the company. A certificate from the bank confirming the above is attached to this deed.
TITLE VIII: MISCELLANEOUS PROVISIONS
ARTICLE 36: ELECTION OF DOMICILE
Any partner or director domiciled abroad who has not elected domicile in Belgium is deemed, for the application of these articles of association, to have elected domicile at the registered office where all notifications, communications and summonses are validly made.
ARTICLE 37: GENERAL PROVISION
The provisions of these articles of association that violate a mandatory legal rule are deemed unwritten, without this irregularity affecting the other provisions of the articles of association.
TITLE X: TRANSITIONAL PROVISIONS
The first financial year shall begin on the day of the deposit of the extract of this deed at the Registry of the competent Commercial Court and shall end on the thirty-first of December two thousand and thirteen. The first ordinary general meeting will therefore take place in the year two thousand and fourteen.
The parties have submitted a financial plan to the undersigned notary prior to the present meeting, in accordance with article 391 of the Company Code.
CONTROL OF THE COMPANY
The respondents declare that according to estimates made in good faith and included in the financial plan, the company meets the criteria set out in article 12, § 2, of the law of the seventeenth of July nineteen hundred and seventy-five relating to the accounting and annual accounts of companies, so that in application of article 141 of the Companies Code, there is currently no need to appoint an auditor. The meeting may, however, appoint one or more partners to audit the company.