ECOFRAMERIES
ActiveSummary
ECOFRAMERIES has been active since 2007 and the Belgian Official Gazette contains no insolvency or warning signals. The 2025 annual accounts show equity of €797,744 and a net result of €515,147. Equity is growing by about 5% per year across the filed financial years. Its solvency ranks better than 28% of 4,978 sector peers (NACE 47, financial year 2025). The computed 12-month bankruptcy probability is 0.1% (very low).
Overview
- Staff
- 46.6 FTE
- Equity
- €797,744
- Profit
- €515,147
- Parent
- HAPPY JLS · 99.95%
- EGLEM Jean-Pol Christian AndréDirector
- HAPPY JLSDirector · permanent representative EGLEM Laura Marie Aline Ghislaine
Why 92raises riskEquity €797,744 (16.9% of total assets)lowers riskFounded in 2007Liquidity: current ratio 1.07, cash €1.8mSize: turnover €30.9m, 46.6 FTE, total assets €4.7mShow the evidence
Checked score
About 1 in 1,000 comparable companies go bankrupt within 12 months (an estimate).
How it is calculated
The band follows from the bankruptcy probability, on a scale where 10 more points roughly halve it:
| 75-100 | Excellent | under 0.55% |
| 60-74 | Healthy | 0.55% to 1.5% |
| 45-59 | Fair | 1.5% to 4.2% |
| 25-44 | Weak | 4.2% to 15.0% |
| 0-24 | Critical | over 15.0% |
Where the company stands within its band depends half on the bankruptcy probability and half on how it does against its sector peers (NACE 47, small): better than 31% on solvency, 85% on liquidity, 49% on profitability and 35% on growth.
The bankruptcy probability was computed on 19-10-2026 by the bankruptcy model of 2 October 2026, which learns from Belgian bankruptcies and reads the registers, the annual accounts and the Belgian Official Gazette.
Some facts cap the score, however low the probability. Negative or zero equity, a heavy loss, a special status in the KBO, one missing filing or accounts filed more than 90 days late hold it at Fair at most (59); two missing filings, at Weak (44). An ongoing judicial reorganisation or the company's end (bankruptcy, dissolution, liquidation) holds it at Critical at most (24).
Credit check for your own amount and term
Show the recommended maximum and see how the verdict changes with amount, term and advance.
Signals
This company filed its last 7 accounts on average 25 days after the deadline; the sector median (NACE 47) for financial year 2024 is on the deadline day, and 47% of those companies filed late.
Searched, nothing found (2)
- Annual accounts filedfinancial year 2025 · full…
- Resignations: HAPPY JLS, EGLEM Laura Marie…Appointments: HAPPY JLS (sole director)…
- Resignations: Happy JLS SA (director) and…Permanent representatives: Jean-Pol Eglem and…
Financials · financial year 2025, full format
2021 to 2025, 5 financial years 2018 to 2025, 8 financial years
The operating result falls in 2025; 2025 is 15% below 2024.
What the company sold each financial year and what was left of it. A loss stands below the zero line.
What the company owns (total assets), how much of it is its own (equity) and how much it owes.
Short-term assets minus short-term debts. Above zero the company can pay its bills in the short term.
How much of each euro of turnover is left from operations (EBIT margin) and what the assets earn (return on assets).
The share of the company financed with its own means. The higher it is, the better it absorbs a shock.
Short-term assets per euro of short-term debt. Above 1 the short-term debts are covered.
Average staff in full-time equivalents (FTE).
Use the arrow keys on the chart for the figures per year.
Sector: the middle half of NACE 47, Retail trade: a quarter of companies sit below it, a quarter above. Each year compared with accounts in the same format, and only where there are at least 30. Dashed line: the median. Available for Net result, Equity, Total assets, Working capital, Solvency, Current ratio, Return on assets (ROA), Staff (FTE).
Peer companies
Historical observationOf the 2,609 companies that looked in July 2024 the way this one looks now, 1.0% went bankrupt within 24 months and 96.8% are still going.
- Small
- 10 to 20 years old
- solvency 10 to 30%
- a profit of 5% of the balance sheet or more
For this company itself Checked computes a bankruptcy probability of 0.1% over twelve months; the group does not contradict it.
How reliable is this rule?
Tested on the year before, without using that year itself: the groups of July 2023 gave each of the 497,472 companies of July 2024 its group's bankruptcy share. Expected: 1.6%; actually bankrupt within 24 months: 1.7%.
| Group | Expected | Actual |
|---|---|---|
| 1 | 0.2% | 0.2% |
| 2 | 0.3% | 0.5% |
| 3 | 0.5% | 0.6% |
| 4 | 0.7% | 0.8% |
| 5 | 0.9% | 1.0% |
| 6 | 1.3% | 1.5% |
| 7 | 1.6% | 1.8% |
| 8 | 1.8% | 1.8% |
| 9 | 3.0% | 3.1% |
| 10 | 5.6% | 6.2% |
The rule ranks well: a company that went bankrupt got a higher share than one that kept going in 74.5% of comparisons. The level follows the economy: in a year with more bankruptcies, the actual share is higher than the year before.
An observation about 2,609 comparable companies, not a prediction for this company. The sector does not count: the register keeps no sector for companies that stopped, so it would make the outcome look better than it was.
| Line | 2018 | 2019 | 2020 | 2021 | 2022 | 2023 | 2024 | 2025 | Change |
|---|---|---|---|---|---|---|---|---|---|
| Operating income70/76A | - | - | - | - | €23.2m | €26.9m | - | €31.3m | - |
| Turnover70 | - | - | - | - | €22.9m | €26.6m | - | €30.9m | - |
| Other operating income74 | - | - | - | - | €0.3m | €0.3m | - | €0.3m | - |
| Non-recurring operating income76A | - | - | - | €0.2m | €0.04m | €0.05m | €0.05m | €0.1m | ▲ 102% |
| Operating charges60/66A | - | - | - | - | €23.0m | €26.6m | - | €30.6m | - |
| Goods for resale, raw materials and consumables60 | - | - | - | - | €17.7m | €20.5m | - | €23.7m | - |
| Purchases600/8 | - | - | - | - | €17.8m | €20.5m | - | €23.8m | - |
| Change in stocks: decrease (increase)609 | - | - | - | - | -€0.1m | -€0.02m | - | -€0.09m | - |
| Services and other goods61 | - | - | - | - | €3.0m | €3.5m | - | €4.2m | - |
| Remuneration, social security and pensions62 | - | - | - | €1.5m | €1.6m | €1.8m | €1.8m | €2.0m | ▲ 13.1% |
| Depreciation of and write-downs on formation expenses, intangible and tangible fixed assets630 | €0.2m | €0.4m | €0.4m | €0.5m | €0.6m | €0.5m | €0.4m | €0.5m | ▲ 18.0% |
| Provisions for liabilities and charges: additions (uses and reversals)635/8 | - | - | - | - | - | €0.02m | €0 | - | - |
| Other operating charges640/8 | - | - | - | €0.09m | €0.1m | €0.08m | €0.07m | €0.1m | ▲ 42.8% |
| Non-recurring operating charges66A | - | - | - | €0.009m | €0.03m | €0.2m | €0.003m | €0.08m | ▲ 2,254% |
| Gross operating margin9900 | €0.9m | €2.3m | €2.7m | €2.6m | - | - | €3.1m | - | - |
| Operating profit (loss)9901 | €0.2m | €0.6m | €0.9m | €0.5m | €0.2m | €0.3m | €0.8m | €0.7m | ▼ 15.5% |
| Financial income75/76B | - | - | - | €0.03m | €0.03m | €0.05m | €0.07m | €0.09m | ▲ 21.5% |
| Recurring financial income75 | €0.02m | €0.03m | €0.03m | €0.03m | €0.03m | €0.05m | €0.07m | €0.09m | ▲ 21.5% |
| Income from financial fixed assets750 | - | - | - | - | - | - | - | €448 | - |
| Income from current assets751 | - | - | - | - | - | - | - | €0.01m | - |
| Other financial income752/9 | - | - | - | - | €0.03m | €0.05m | - | €0.07m | - |
| Financial charges65/66B | - | - | - | €0.1m | €0.1m | €0.1m | €0.1m | €0.1m | ▼ 5.6% |
| Recurring financial charges65 | €0.04m | €0.2m | €0.09m | €0.1m | €0.1m | €0.1m | €0.1m | €0.1m | ▲ 4.9% |
| Debt charges650 | - | - | - | - | €0.1m | €0.04m | - | €0.03m | - |
| Other financial charges652/9 | - | - | - | - | - | €0.07m | - | €0.1m | - |
| Non-recurring financial charges66B | - | - | - | - | - | €0.004m | €0.01m | €0 | ▼ 100% |
| Profit (loss) for the period before taxes9903 | €0.1m | €0.5m | €0.8m | €0.4m | €0.1m | €0.3m | €0.8m | €0.7m | ▼ 13.9% |
| Income taxes67/77 | €365 | €0.004m | €0.2m | €0.1m | €0.04m | €0.09m | €0.2m | €0.1m | ▼ 14.9% |
| Taxes670/3 | - | - | - | - | €0.04m | €0.09m | - | €0.1m | - |
| Profit (loss) for the period9904 | €0.1m | €0.5m | €0.6m | €0.3m | €0.08m | €0.2m | €0.6m | €0.5m | ▼ 13.6% |
| Profit (loss) for the period to be appropriated9905 | €0.1m | €0.5m | €0.6m | €0.3m | €0.08m | €0.2m | €0.6m | €0.5m | ▼ 13.6% |
| Line | 2018 | 2019 | 2020 | 2021 | 2022 | 2023 | 2024 | 2025 | Change |
|---|---|---|---|---|---|---|---|---|---|
| Assets | |||||||||
| Total assets20/58 | €3.0m | €4.7m | €6.2m | €6.1m | €5.2m | €5.3m | €5.1m | €4.7m | ▼ 7.4% |
| Formation expenses20 | €0.02m | €0.03m | €0.02m | €0.01m | €0.005m | €0 | - | €0.003m | - |
| Fixed assets21/28 | €1.6m | €2.6m | €3.0m | €2.7m | €2.3m | €1.7m | €1.6m | €1.5m | ▼ 5.7% |
| Intangible fixed assets21 | €0 | €0.2m | €0.2m | €0.1m | €0.05m | €0 | - | - | - |
| Tangible fixed assets22/27 | €1.6m | €2.4m | €2.8m | €2.6m | €2.2m | €1.7m | €1.5m | €1.5m | ▼ 5.8% |
| Land and buildings22 | - | - | - | €0.6m | - | - | - | - | - |
| Plant, machinery and equipment23 | - | - | - | €1.8m | €1.5m | €1.1m | €1.0m | €1.0m | ▼ 0.4% |
| Furniture and vehicles24 | - | - | - | €0.2m | €0.1m | €0.2m | €0.2m | €0.2m | ▼ 10.3% |
| Other tangible fixed assets26 | - | - | - | - | €0.5m | €0.4m | €0.4m | €0.3m | ▼ 17.4% |
| Financial fixed assets28 | €0.03m | €0.01m | €0.01m | €0.04m | €0.05m | €0.06m | €0.07m | €0.07m | ▼ 3.7% |
| Affiliated companies280/1 | - | - | - | - | - | - | - | €0 | - |
| Participating interests280 | - | - | - | - | - | - | - | €0 | - |
| Other financial fixed assets284/8 | - | - | - | - | €0.05m | €0.06m | - | €0.07m | - |
| Amounts receivable and cash guarantees285/8 | - | - | - | - | €0.05m | €0.06m | - | €0.07m | - |
| Current assets29/58 | €1.3m | €2.1m | €3.2m | €3.4m | €2.9m | €3.5m | €3.5m | €3.2m | ▼ 8.2% |
| Stocks and contracts in progress3 | €0.5m | €0.7m | €0.6m | €0.7m | €0.8m | €0.8m | €0.9m | €0.9m | ▲ 10.1% |
| Stocks30/36 | - | - | - | €0.7m | €0.8m | €0.8m | €0.9m | €0.9m | ▲ 10.1% |
| Goods purchased for resale34 | - | - | - | - | €0.8m | €0.8m | - | €0.9m | - |
| Amounts receivable within one year40/41 | €0.5m | €0.4m | €0.3m | €0.9m | €0.7m | €1.1m | €0.4m | €0.2m | ▼ 37.8% |
| Trade receivables40 | - | - | - | €0.04m | €0.4m | €0.2m | €0.04m | €0.09m | ▲ 139% |
| Other amounts receivable41 | - | - | - | €0.9m | €0.3m | €0.9m | €0.4m | €0.2m | ▼ 56.9% |
| Current investments50/53 | €0 | - | - | - | - | - | €0.3m | €0 | ▼ 100% |
| Other investments51/53 | - | - | - | - | - | - | - | €0 | - |
| Cash at bank and in hand54/58 | €0.3m | €1.1m | €2.1m | €1.4m | €1.4m | €1.6m | €1.8m | €1.8m | ▼ 0.2% |
| Deferred charges and accrued income490/1 | - | - | - | €0.4m | €0.09m | €0.08m | €0.1m | €0.2m | ▲ 68.3% |
| Equity and liabilities | |||||||||
| Total equity and liabilities10/49 | €3.0m | €4.7m | €6.2m | €6.1m | €5.2m | €5.3m | €5.1m | €4.7m | ▼ 7.4% |
| Equity10/15 | €0.2m | €0.7m | €1.3m | €0.6m | €0.6m | €0.8m | €0.8m | €0.8m | = |
| Contributions10/11 | €0.1m | €0.1m | €0.1m | €0.1m | €0.1m | €0.1m | €0.1m | €0.1m | = |
| Capital10 | - | - | - | €0.1m | €0.1m | €0.1m | €0.1m | €0.1m | = |
| Issued capital100 | - | - | - | €0.1m | €0.1m | €0.1m | €0.1m | €0.1m | = |
| Reserves13 | €0.06m | €0.01m | €0.1m | €0.5m | €0.5m | €0.7m | €0.7m | €0.7m | = |
| Non-distributable reserves130/1 | - | - | - | €0.01m | €0.01m | €0.01m | €0.01m | €0.01m | = |
| Legal reserve130 | - | - | - | €0.01m | €0.01m | €0.01m | €0.01m | €0.01m | = |
| Distributable reserves133 | - | - | - | €0.5m | €0.5m | €0.7m | €0.7m | €0.7m | = |
| Profit (loss) carried forward14 | €0.05m | €0.6m | €1.1m | - | - | - | €0 | - | - |
| Provisions and deferred taxes16 | €0 | - | - | - | - | €0.02m | €0 | - | - |
| Provisions for liabilities and charges160/5 | - | - | - | - | - | €0.02m | €0 | - | - |
| Other liabilities and charges164/5 | - | - | - | - | - | €0.02m | €0 | - | - |
| Amounts payable17/49 | €2.8m | €4.0m | €4.8m | €5.5m | €4.6m | €4.4m | €4.3m | €3.9m | ▼ 8.7% |
| Amounts payable after more than one year17 | €1.1m | €2.6m | €2.8m | €2.3m | €1.8m | €1.4m | €0.8m | €0.7m | ▼ 13.2% |
| Financial debts170/4 | - | - | - | €2.3m | €1.8m | €1.3m | €0.8m | €0.7m | ▼ 13.2% |
| Subordinated loans170 | - | - | - | - | €0.4m | €0.2m | - | €0.06m | - |
| Credit institutions173 | - | - | - | - | €1.4m | €1.1m | - | €0.6m | - |
| Other loans174 | - | - | - | - | €0.004m | - | - | - | - |
| Other amounts payable178/9 | - | - | - | - | - | €0.004m | €0.004m | €0.004m | = |
| Amounts payable within one year42/48 | €1.7m | €1.4m | €2.0m | €3.1m | €2.5m | €2.8m | €3.3m | €3.0m | ▼ 8.9% |
| Current portion of amounts payable after more than one year42 | - | - | - | €0.6m | €0.5m | €0.6m | €0.6m | €0.4m | ▼ 33.1% |
| Financial debts43 | - | - | - | €0.3m | €0.1m | €0.2m | €0.05m | €0.3m | ▲ 442% |
| Credit institutions430/8 | - | - | - | €0.3m | €0.1m | €0.2m | €0.05m | €0.3m | ▲ 442% |
| Trade debts44 | €1.3m | €0.9m | €1.2m | €1.1m | €1.1m | €1.7m | €1.8m | €1.3m | ▼ 23.4% |
| Suppliers440/4 | - | - | - | €1.1m | €1.1m | €1.7m | €1.8m | €1.3m | ▼ 23.4% |
| Taxes, remuneration and social security45 | - | - | - | €0.2m | €0.3m | €0.2m | €0.3m | €0.2m | ▼ 9.5% |
| Taxes450/3 | - | - | - | €0.002m | €0.05m | €0.02m | €0.02m | €0.002m | ▼ 90.8% |
| Remuneration and social security454/9 | - | - | - | €0.2m | €0.2m | €0.2m | €0.2m | €0.2m | ▼ 2.1% |
| Other amounts payable47/48 | - | - | - | €1.0m | €0.5m | €268 | €0.6m | €0.7m | ▲ 22.4% |
| Accrued charges and deferred income492/3 | - | - | - | €0.09m | €0.3m | €0.3m | €0.2m | €0.2m | ▲ 9.7% |
| Line | 2018 | 2019 | 2020 | 2021 | 2022 | 2023 | 2024 | 2025 | Change |
|---|---|---|---|---|---|---|---|---|---|
| Profit (loss) for the period9904 | €0.1m | €0.5m | €0.6m | €0.3m | €0.08m | €0.2m | €0.6m | €0.5m | ▼ 13.6% |
| + Depreciation and write-downs630 | €0.2m | €0.4m | €0.4m | €0.5m | €0.6m | €0.5m | €0.4m | €0.5m | ▲ 18.0% |
| Operating cash flow (approximation) | €0.3m | €0.9m | €1.1m | €0.8m | €0.6m | €0.7m | €1.0m | €1.0m | ▼ 0.7% |
| Investment in fixed assets (approximation) | - | -€1.3m | -€0.8m | -€0.3m | -€0.08m | €0.03m | -€0.3m | -€0.4m | ▼ 29.1% |
| Change in cash | - | €0.8m | €1.0m | -€0.7m | -€0.008m | €0.2m | €0.2m | -€0.004m | - |
Simplified and derived: a Belgian filing has no cash-flow statement, so these rows come from the income statement and the balance-sheet moves.
Latest 10 of 18 filings with the National Bank
| Financial year | Type | Filed | Reference |
|---|---|---|---|
| 31-12-2025 | full format | 22-07-2026 | 2026-00322615 |
| 31-12-2024 | full format | 28-07-2025 | 2025-00326610 |
| 31-12-2023 | full format | 26-06-2024 | 2024-00173036 |
| 31-12-2022 | full format | 23-06-2023 | 2023-00152157 |
| 31-12-2021 | full format | 13-10-2022 | 2022-20459305 |
| 31-12-2020 | full format | 30-08-2021 | 2021-65100075 |
| 31-12-2019 | full format | 31-12-2020 | 2020-77900294 |
| 31-12-2018 | full format | 30-08-2019 | 2019-57600533 |
| 31-12-2017 | full format | 31-08-2018 | 2018-60700013 |
| 31-12-2016 | full format | 31-08-2017 | 2017-52600462 |
Similar companies · same sector, comparable size
Public contracts: No European public contracts awarded found since October 2016. Contracts below the EU thresholds are not in TED.
Directors
Board 2
Permanent representatives 1
Not every act has been read: a resignation may still be missing
Mandate history
- Board
- began earlier
| Name | Functions and periods |
|---|---|
| HAPPY JLS |
|
| EGLEM Jean-Pol Christian André |
|
| EGLEM Justine Christine Marie Ghislaine |
|
| EGLEM Laura Marie Aline Ghislaine |
|
| Laura Eglem |
|
Owners and capital
Owners
2 ownersChain of control
- HAPPY JLS
- ECOFRAMERIES
Highest known parent: HAPPY JLS. The sources do not say who stands above it.
Owners 2
- HAPPY JLSparent99.95%
-
share not stated
Sources: the companies' annual accounts, the acts in the Belgian Official Gazette and the LEI register. Annual accounts state the shareholders that notified the company under article 7:225 of the Code of Companies and Associations and the parent companies that consolidate it. The register of ultimate beneficial owners (UBO) is not public: who ultimately stands behind a natural person or a foreign parent is not stated here. A company that does not include these statements in its annual accounts, or does not have to, is not listed.
Capital and shareholders
- HAPPY JLS (BE 0723.787.373)
- EGLEM Laura
- ITM BELGIUM (BE 0444.175.173)
The Belgian Official Gazette names shareholders only when an act mentions them; the share register itself is not published.
- 06-07-2026 Capital stated in the deed · 6,000 shares
Group and network
Connections & network
2 current directorsThe board mandates are listed below; here you explore them as a network.
History
Acts, filings and financial milestones
06-07
Gazette deed
Resignations: HAPPY JLS, EGLEM Laura Marie Aline Ghislaine and EGLEM Justine Christine Marie GhislaineAppointments: HAPPY JLS (sole director) and EGLEM Jean-Pol Christian André (administrateur suppléant) · Permanent representative: EGLEM Laura Marie Aline Ghislaine · Kind of shares19 facts ▸
- General meeting, 02-07-2026
- Kind of shares, “creation”, 6000 (deed in French)
- Declaration, “confirmation of report, l'assemblée confirme avoir pris connaissance du rapport de l'Organe d'administration et confirme le rapport éventuel du Réviseur d'Entre…” (deed in French)
- Shareholding, 6000, 2997
- Shareholding, 1, 1 (2 times)
- Capital
- Amendment of the articles (2 times)
- Capital, €100,000
- Share issue, “souscrites et libérées, comme relatés dans les actes de constitution, d'augmentation et de réduction de capital” (deed in French)
- Director resignation, HAPPY JLS (director)
- Director resignation, EGLEM Laura Marie Aline Ghislaine (director)
- Director resignation, EGLEM Justine Christine Marie Ghislaine (director)
- +7 further facts in this act
22-05
Gazette deed
Resignations: Happy JLS SA (director) and Laura Eglem (director)Permanent representatives: Jean-Pol Eglem and Laura Eglem · Appointment: Happy JLS SA (director) · Director discharge9 facts ▸
- General meeting, 01-04-2026
- Director resignation, Happy JLS SA (director)
- Permanent representative, Jean-Pol Eglem
- Director discharge, Happy JLS SA (director)
- Director resignation, Laura Eglem (director)
- Director discharge, Laura Eglem (director)
- Director appointment, Happy JLS SA (director)
- Permanent representative, Laura Eglem
- Other provision, “clôture et adoption du procès-verbal, unanimité des actionnaires présents” (deed in French)
22-07
Gazette deed
Reappointments: HAPPY JLS, Justine EGLEM and 2 othersPermanent representative: EGLEM Jean-Pol · Director discharge8 facts ▸
- General meeting, 30-06-2025
- Director reappointment, HAPPY JLS (director)
- Permanent representative, EGLEM Jean-Pol
- Director reappointment, Justine EGLEM (director)
- Director reappointment, Laura EGLEM (director)
- Other provision, 19h00, “séance levée” (deed in French)
- Director discharge, HAPPY JLS (director)
- Auditor reappointment, Bureau CLC (commissaire aux comptes)
Show earlier events
About the unread acts
Of the 10 Belgian Official Gazette deeds we know for this company, 3 have been read. The other 7 have not been read yet: what they contain is neither established nor disproved here.
Register details
If you follow this company, Checked tells you the day it leaves the Peppol register.
Register as of 20 October 2026 · Peppol Directory
Scores and ratios are computed by Checked and are not a credit decision.
Recognitions · licences · registrations
Food safety, FASFC
2 sitesEnvironmental permits: No permit applications found in Flanders. Brussels and Wallonia do not publish the applicant.
Sites & property
2 establishment units
2 parcels
| Cadastral parcel | Region | Area | Buildings | Height / floors |
|---|---|---|---|---|
| 53028D0118/00Y003 | Wallonia | 5.1 ha | 1 · 428 m² | 10.5 m · 2 |
| 53045A0147/00K000 | Wallonia | 561 m² | 1 · 491 m² | 7.7 m · 2 |
How the parcels are linked
Articles of association
What the company does
- PurposeThe activities the company may carry out under its articles.
- “L'exploitation de surfaces commerciales dans le sens le plus large et notamment l'achat, la vente, la commercialisation au sens large de…” (deed in French)
2 activities (deed in French)
- L'exploitation de surfaces commerciales dans le sens le plus large et notamment l'achat, la vente, la commercialisation au sens large de produits alimentaires et non alimentaires ainsi que le commerce en viandes, charcuterie, volailles et gibiers abattus, le commerce en tabac, alcool et boissons spiritueuses
- À titre accessoire, l'achat, la construction, la gestion, la location, la sous-location, l'échange et la vente de tous biens et droits immobiliers
- DurationHow long the company exists; usually unlimited, so until it is dissolved.
- Unlimited
- Registered office clauseThe region of the registered office; it decides among other things the language of official documents.
- “Région wallonne, 7080 Frameries, route Nationale, 29” (deed in French)
Who represents it, and how
- Who signsWho may bind the company towards others, for example by signing a contract.
- “Article 22 - Représentation de la société La société est valablement représentée à l’égard des tiers et notamment dans les actes auxquels…”
- Board ruleHow the board is made up, meets and takes decisions.
- “Type d'organe d'administration” (deed in French)“Dans la limite de l'objet social et à l'exception des actes que la loi réserve à l'assemblée générale, pouvoirs les plus étendus pour agir…” (deed in French)“Composition du conseil d'administration, personnes physiques ou morales, actionnaires ou non, rééligibles” (deed in French)“Nomination des administrateurs, illimitée” (deed in French)“Illimitée, administrateur unique” (deed in French)“Cessation des fonctions de l'administrateur unique, l'assemblée générale peut mettre un terme à tout moment, avec effet immédiat et sans…” (deed in French)“Vacance au sein du conseil d'administration, en cas de vacance d'une place d'administrateur, les administrateurs restants ont le droit de…” (deed in French)“Réunions du conseil d'administration, au lieu indiqué dans les convocations” (deed in French)6 more provisions on this in the deed
Capital, shares and profit
- Kind of sharesWhich classes of shares exist and what rights each class carries.
- “Les actionnaires peuvent prendre connaissance de l'intégralité du registre concernant leur classe de titres, nominatives” (deed in French)“Les actions de classe B ne peuvent appartenir qu'à l'actionnaire lié à la société anonyme ITM BELGIUM ou la société anonyme ITM ENTREPRISES…” (deed in French)
- Transfer restrictionWhether shareholders may sell their shares freely or need approval first.
- “Cessions et transmissions d'actions, à titre onéreux ou gratuit, à des tiers non actionnaires” (deed in French)2 more provisions on this in the deed
- Profit allocationHow profit is distributed; a BV may only pay out after a balance-sheet and liquidity test.
- “Répartir entre les actionnaires, affecter à un fonds de réserve extraordinaire, reporter à nouveau en tout ou en partie, affectation du…” (deed in French)
Meetings and financial year
- Annual meetingWhen the shareholders meet each year, among other things to approve the annual accounts.
- Last Friday of May at 15:00
- General meeting ruleHow the general meeting works: who calls it, who may attend and how it decides.
- One provision in the deed
- Meeting accessWho may attend the meeting and what is needed to be admitted.
- “Cinq jours francs avant la date fixée pour l'assemblée, le conseil d'administration ou l'administrateur unique peut exiger que tout…” (deed in French)
- Adjournment ruleWhen the board may postpone a meeting; by law once, by three weeks.
- “Cette prorogation annule toute décision prise, trois semaines au plus” (deed in French)
- Proxy ruleWhether a shareholder may be represented at the meeting by someone else.
- “Les copropriétaires, les usufruitiers et nus-propriétaires, les créanciers et débiteurs-gagistes doivent se faire représenter directement…” (deed in French)
- Voting ruleWhich majority the meeting decides by, for example a simple or a special majority.
- “En cas de nomination, si aucun candidat ne réunit la majorité absolue des voix, il est procédé à un scrutin de ballottage entre les…” (deed in French)“10, 47” (deed in French)
- Written decisionsDecisions without a meeting, when everyone involved agrees in writing.
- One provision in the deed
Oversight and winding up
- Auditor ruleHow a statutory auditor is appointed and what they check, if the company has one.
- “Trois ans, renouvelable, si la loi l'exige, un ou plusieurs commissaires nommés par l'assemblée générale conformément à la loi” (deed in French)
- Dissolution ruleWhen and by whom the company can be dissolved.
- “Perte de l'actif net réduit à un montant inférieur à la moitié du capital, dissolution éventuelle de la société ou mesures pour assurer la…” (deed in French)
- Liquidation ruleHow assets are shared after dissolution: creditors first, then shareholders.
- “Liquidation s'opère par les soins des liquidateurs nommés par l'assemblée générale” (deed in French)