Consolidated version as of MAY 1, 2021
24PM is a company in which every member is a shareholder, and is invited to discuss developments with the company's management, so that our company eternally reflects the wishes of our members.
Below you will find the unofficial coordinates of 24PM's articles of association, which will be updated between now and 2024, in accordance with the Companies and Associations Code (C.S.A.).
This page is provided for your convenience. In the event of any discrepancy, the official version published in the Belgian Monitor shall prevail.
All translations are provided for information purposes only.
LIMITED LIABILITY COOPERATIVE SOCIETY
HEAD OFFICE IN 1430 QUENAST
Lieu dit "Chateau Lefebvre" (Lefebvre Castle)
16 grand place de Quenast
Belgium
Appearing:
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 present herewith submit to the undersigned notary the financial plan, which they immediately sign, of the company they wish to incorporate hereinafter, as required by article 391 of the Company 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 authenticate the following deed:
The company adopts the form of a limited liability cooperative society. In all deeds, 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.
The registered office is located in 1430 Quenast at 16 grand-place de quenast. It may, without amendment of the articles of association, be transferred to the French-speaking and bilingual regions 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 operating headquarters, branches, depots and agencies in Belgium and abroad.
The company's corporate purpose is to provide support and advice, both in Belgium and abroad, on business strategy and IT decision-making, as well as all sales, purchasing and trading services related to its corporate purpose. It may, either on its own behalf or on behalf of or in partnership with third parties, in Belgium or abroad, provide services in :
- the development, research, composition and marketing of all IT applications in the broadest sense of the term, covering hardware and software packages for all aspects of private and professional life, and the robotization of all commercial, industrial, medical, paramedical, linguistic and logistical activities.
- Consultancy in all areas of IT, including graphic design.
- The import, export, purchase, sale and production of any direct or indirect accessory related to any computer application.
- Any operation closely or remotely related to strategic and operational management consulting
- All operations relating directly or indirectly to advertising, advertising campaigns, event organization, corporate communications consultancy, marketing, market research, advertising design, development and use of advertising processes, logo consultancy and production, 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, including loans, financing, guarantees and equity stakes, as well as all advisory, research and consulting services, and all technical, financial, commercial, strategic and/or administrative acts, etc.
- the acquisition by purchase, subscription, exchange or any other means, as well as the disposal by sale, exchange or any other means, of shares, bonds, warrants and securities of any kind, and the management, operation, development and disposal of such securities.
- Any form of management, administration, liquidation, direction and organization. It may undertake the day-to-day management and representation of business operations.
- 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 the company's expertise referred to in the present corporate purpose.
- The creation, management, operation and development of real estate assets, and to this end, the disposal, acquisition and rental of any property or real property 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 in lieu of security, and the underwriting (or endorsement) of commercial paper on a pignorative basis.
- It may enter into, both in Belgium and abroad, all legal, commercial, financial, industrial, movable or immovable property transactions which are directly or indirectly related to its purpose or which are likely to develop or promote the realization thereof, and in particular, acquire, assign, grant or lease intellectual property rights, acquire or exploit all patents, licenses, trademarks, copyrights, etc., lease all or part of such operations, all these examples being non-exhaustive.
The company may carry out these transactions in its own name and on its own behalf, but also in the name and/or on behalf of its associates, and even on behalf of third parties, notably as a commission agent. It may, subject to legal restrictions, carry out any commercial, industrial, movable property, real estate or financial transactions directly or indirectly related to its corporate purpose. It may acquire an interest, by way of subscription, contribution, equity investment or otherwise, in any company or enterprise having a similar, related or complementary activity to its own, and, in general, carry out any transactions likely to further its corporate purpose.
ARTICLE 4: DURATION
The company is incorporated 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.
The share capital is unlimited. It initially amounts to twenty thousand euros (€ 20,000). The fixed portion of the capital is set at twenty thousand euros (€ 20,000). The capital is variable, without amendment of the bylaws, for what exceeds this fixed amount.
Coordination: At 31/12/2019, the company's share capital amounted to €114,543 (one hundred and fourteen thousand five hundred and forty-three euros).
The share capital is represented by twenty thousand (20,000) shares with a par value of one euro (€1) each.
Each share must be at least one-quarter paid up.
Apart from shares representing contributions, no securities of any kind may be created, under any name whatsoever, representing corporate rights or giving entitlement to a share of profits.
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.
Fixed-capital shares are referred to as "A shares".
In addition to the shares subscribed to below, other shares may be issued during the life of the company, notably in connection with the admission of associates or increased subscriptions.
These are known as "B" or "C" shares.
The managing body of the company, referred to in Article 18 below, sets the issue rate, the amount to be paid up on subscription and, where applicable, the due dates for amounts still to be paid up and the rate of interest payable on these amounts. Members who fail to make their payments within the stipulated periods are automatically and without formal notice required to pay interest at twelve percent 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 member. Voting rights attached to shares on which payments have not been made will be suspended for as long as such payments, duly called and due, have not been made.
Partners are only liable up to the amount of their subscription. They are not jointly and severally liable.
They are indivisible vis-à-vis the company, which has the right, in the event of joint ownership, to suspend the rights attached to them until one of the joint owners has been recognized as the owner.
If the shares are encumbered by usufruct, the voting right will belong to the usufructuary, unless the bare owner objects, in which case the voting right will be suspended until a court decision.
Shares may be transferred inter vivos or by reason of death, to co-partners or third parties, including the heirs and assigns of the deceased partner, subject to approval by the management body.
Shares representing contributions in kind may not be sold until ten days after the filing of the second annual balance sheet following their creation. An entry to this effect is made in the register of associates.
Associates:
1. the signatories of the present deed;
2. natural or legal persons, approved as associates by the management body referred to in article 18, as subscribers or transferees of shares.
If approval is refused, the management body is not required to justify its decision.
To qualify as an associate, the applicant must subscribe to at least one share in the company, in accordance with the conditions set by the management body in application of article 6, and pay up at least one quarter of each share subscribed.
Membership implies adherence to the company's bylaws and, where applicable, internal regulations.
The admission of a partner is recorded by entry in the Register of Partners in accordance with Articles 357 and 358 of the Company Code.
The partners cease to be part of the company by their:
a) resignation;
b) exclusion;
c) death;
Holders of B shares are automatically excluded in the event of bankruptcy, insolvency, application for composition or prohibition.
Every cooperative society must keep a register at its registered office, which can be consulted by the members on site and which indicates for each member :
- its full name and address and registered office ;
- the date of admission, resignation or exclusion;
- the number of shares held, as well as subscriptions of new shares, redemptions of shares and sales of shares, with their dates;
- the amount of payments made and sums withdrawn in redemption of units.
The managing body is responsible for registrations. Registrations are made on the basis of dated and signed supporting documents. Registrations are made in the order of their date.
A copy of the information concerning them appearing in the register of members is delivered to holders who request it in writing to the management body.
These copies cannot be used as evidence against entries in the register of members.
A shareholder's resignation is recorded in the register of shareholders. If the management body refuses to record the resignation, it is received at the clerk's office of the Justice of the Peace of the registered office in accordance with article 369 of the Company Code.
A partner may only resign or withdraw shares or payments with the consent of the management body, and after having made all 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 only authorized insofar as it does not result in the company's capital being reduced to less than the statutory fixed portion, in net assets being reduced to less than the fixed portion of capital plus unavailable reserves and other unavailable equity, or in the number of associates being reduced to less than three.
Any associate may be excluded for just cause, in particular if he or she no longer meets the conditions for approval, or for any other reason. Reasons may be set out in internal regulations.
Exclusion is pronounced by the General Meeting and by the management body.
The member whose exclusion is requested must be invited to make his observations known in writing to the body responsible for making the decision, within one month of the sending of a registered letter containing the reasoned exclusion proposal.
If he so requests in the written statement containing his observations, the associate must be heard.
Reasons must be given for any decision to exclude.
The exclusion decision is recorded in minutes drawn up and signed by the company's management body. These minutes mention the facts on which the exclusion is based. The exclusion is recorded in the company's register of members. A certified copy of the decision is sent to the excluded member by registered mail within fifteen days.
A partner who resigns or is excluded, or who has withdrawn part of his shares, is entitled to receive the value of his shares as shown in the balance sheet for the year in which these events occurred, without however being allocated a share of the reserves.
The regularly approved balance sheet is binding on the resigning or excluded partner, except in cases of fraud or deceit.
A partner who has resigned, been excluded or withdrawn part of his shares may not assert any other rights against the company.
Payment will be made, where applicable, pro rata liberationis, within two weeks of approval of the balance sheet.
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 is made in accordance with the terms and conditions set out in the same 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.
Neither the associates nor their successors or assigns may initiate the liquidation of the company, seal its assets or request an inventory.
To exercise their rights, they must refer to the Company's books and records and to the decisions of the Shareholders' Meetings.
The company is managed by one or more directors, who may or may not be associates, appointed in these articles of association or by the general meeting of associates.
The Annual General Meeting is free to set 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, is hereby irrevocably appointed director for an indefinite term.
Outgoing directors are eligible for re-election.
The Shareholders' Meeting may remunerate directors for their duties, awarding them fixed and/or variable compensation and directors' fees.
Within eight days of their appointment, the managing partners must file an extract of the deed recording their authority and bearing their signature with the commercial court clerk's office.
When there are more than two directors, they form a Board. The Board of Directors elects a Chairman from among its members.
If the Chairman is absent or unable to attend, the meeting is chaired by the oldest member.
The Board meets when convened by the Chairman, as often as required in the interests of the company.
It must also be convened when two of its members so request. The Board meets at the registered office or at any other location in the municipality of the registered office indicated in the notice of meeting.
Notices of meeting are sent by ordinary letter at least five clear days before the date of the meeting, with the agenda, except in cases of urgency, for which reasons will be recorded in the minutes of the meeting.
The Board may only validly deliberate if at least half of its members are present or represented.
However, if there are not enough Board members at the first meeting, a new meeting may be called with the same agenda, which will deliberate validly regardless of the number of directors present or represented.
Decisions are taken by a simple majority of votes. In the event of a tie, the Chairman or the member chairing the meeting has the casting vote.
A director may even, by simple letter, telex, telegram, telefax or any similar means, 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 Board member. Board deliberations and votes are recorded in minutes signed by the majority of directors present at the meeting.
Copies or extracts of these minutes are signed by the Chairman or by two directors.
In the event of a vacancy on the Board, the remaining directors, where a Board of Directors exists, may fill the vacancy on a provisional basis.
The appointment is subject to ratification at the next Annual General Meeting.
In addition to the powers conferred on it under Titles II and III, the management body, consisting of the Board of Directors, a single director or two directors acting jointly, as the case may be, has the widest powers of administration and disposal within the scope of the corporate purpose.
It may, in particular, lease, acquire and dispose of all movable and immovable property; contract all loans, except by issuing bonds; pledge or mortgage all company assets; 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 of any kind; represent the company in court as plaintiff and defendant; compromise and compromise in all cases concerning all company interests.
It drafts internal regulations.
The Board of Directors may, under its own 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, who may or may not be Directors; it may grant powers for specific purposes to any third party it may advise.
The Board of Directors determines the emoluments attached to the delegations it grants.
The sole director or the two directors acting together have mutatis mutandis the same power of delegation.
Without prejudice to special powers of attorney, the company is validly represented vis-à-vis third parties and in legal proceedings by the sole director or, if there are several directors or if there is a Board of Directors, by two directors.
If administration is entrusted to several directors, each of them will validly represent the company with regard to acts and operations of day-to-day management, in particular vis-à-vis banks, public services, the Post Office and transport companies.
The audit of the financial position, the annual financial statements and the compliance with the law and the Articles of Association of the transactions to be recorded in the annual financial statements is governed by the provisions of Articles 166, 167 and 385 of the Company 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 associates may be delegated to one or more associates in charge of such control, appointed by the General Meeting, who may not exercise any other function or accept any other mission or mandate within the company.
These associates may be represented by a chartered accountant in accordance with the law. The Shareholders' Meeting may allocate a fixed fee to them in remuneration of the performance of their duties.
A regularly constituted meeting represents all associates; its decisions are binding on all, even those absent or dissenting.
It has the powers conferred on it by law and these Articles of Association.
It may supplement the bylaws as regards their application to relations between the company and its associates, in particular as regards the grounds for exclusion, withdrawal, resignation and conditions of approval, by internal regulations to which associates are subject by the mere fact of joining the company.
These regulations are established, modified or repealed by the General Meeting by a simple majority of validly cast votes.
The general meeting is convened by the management body referred to in article 18 by simple letter containing the agenda, sent to associates at least fifteen clear days before the date of the meeting.
If the agenda includes an amendment to the Articles of Association, the General Meeting is convened by the managing body by registered letter or ordinary mail, at least fifteen clear days before the date of the meeting.
It must be convened once a year, on the first Tuesday in June, at 10:00 a.m., to approve the annual financial statements for the previous year and to discharge the directors and, where applicable, the statutory auditor(s) or audit partners.
If this day is a public holiday, the meeting is held on the next working day at the same time.
An extraordinary meeting may also be convened. It must be convened at the request of associates owning at least one-fifth of all shares or, where applicable, a statutory auditor; it must be convened within one month of the request. General meetings are held at the registered office or at any other location indicated in the notice of meeting. If the meeting is held before a notary, it may be held at any other place indicated in the convening notices, provided it is located in the judicial district to which the said commune belongs.
The Board of Directors has the right to adjourn the meeting for three weeks; such adjournment cancels any decisions already taken.
The Annual General Meeting is chaired by the sole director, or by the oldest director, or by the Chairman of the Board of Directors or, in his absence, by the director appointed for this purpose by the Board, or in the absence of such appointment, by the oldest director present at the meeting, it being understood that the Chairman must be a partner.
The Chairman appoints the Secretary, who need not be a partner.
The meeting appoints two scrutineers from among the associates present.
A shareholder may be represented at the meeting by written proxy given to another shareholder with voting rights.
Legal entities and incapacitated persons are represented by their statutory or legal representatives, without prejudice to the foregoing provision.
Apart from the exceptions provided for in these Articles of Association and by law, decisions at the Meeting are taken by a simple majority of votes, excluding abstentions, irrespective of the number of associates present or represented.
Voting is by show of hands or roll call, unless the meeting decides otherwise.
Voting on appointments to the Board of Directors and the Supervisory Board is normally by secret ballot.
When the Shareholders' Meeting is called to vote on a change to the company's bylaws, it can only validly deliberate if the notice of meeting specifies the purpose 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 is convened with the same agenda, which will deliberate validly regardless of the number of shares represented.
A decision in this matter is valid only if it is supported by two-thirds of all validly cast votes. This is subject to the application of the special provisions set out in articles 435, 436, 778 and 779 of the Company Code concerning changes of cooperative form and company transformations, articles 671 et seq. of the Company Code concerning mergers and demergers of companies, and articles 678 et seq. of the Company Code concerning contributions of universality or branches of activity.
Except in duly justified cases of urgency, the General Meeting may only validly deliberate on items on its agenda.
Each A share carries three votes.
Each A shareholder has a number of votes equal to three times the number of shares held.
B shares carry one vote.
Each B shareholder has a number of votes equal to the number of shares held. Rights attached to shares for which payments have not been made are suspended.
C shares do not carry voting rights
Each C shareholder has a number of votes equal to zero (0).
Minutes of Annual General Meetings are signed by the officers and any associates who so request.
Copies and extracts of private-sealed minutes are signed by one director, or by two directors if there is a Board of Directors.
The financial year begins on January 1 and ends on December 31 of each year.
At the end of each financial year, the management body referred to in Article 18 draws up the inventory and annual financial statements, in accordance with the applicable provisions, for submission to the Annual General Meeting.
Fifteen days before the meeting, the annual financial statements, including the balance sheet, income statement and notes to the financial statements, together with the reports of the directors and statutory auditors or audit partners, are deposited at the registered office for inspection by the shareholders.
These reports are drawn up in accordance with Articles 143 and 144 of the Company Code.
The positive balance sheet surplus, after deduction of general and operating expenses and any necessary provisions and depreciation, constitutes the company's net income.
Five percent of this profit is deducted to form the legal reserve, as long as this reserve does not reach one-tenth of the subscribed capital.
The Meeting resolves by a simple majority on the appropriation 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 Board of Directors, but within thirty days of the date of the Annual General Meeting.
Once the balance sheet has been approved, the Shareholders' Meeting holds a special vote on the discharge to be given to the directors and, where applicable, to the statutory auditor(s) or audit partners.
The annual financial statements are then published, at the discretion of the Board of Directors, in accordance with the legal and regulatory requirements applicable to the company.
In the event of dissolution for any reason and at any time whatsoever, the company is liquidated by the management body in office at the time, unless the General Meeting decides to entrust liquidation to one or more liquidators.
Unless otherwise decided by the Shareholders' Meeting, the liquidators will have the broadest powers conferred by Article 186 of the Companies Code, without having to obtain the authorization provided for in Article 187.
The Meeting will determine the liquidators' fees, if any.
After payment of the company's debts and expenses, the balance will first be used to reimburse the payments made to pay up the shares.
If all the shares are not equally paid up, the liquidators will establish the balance between the shares from the point of view of payment, either by calls for funds or by partial reimbursements.
Surplus assets are divided among the shares in equal proportions or, if there are different classes of shares, in proportion to their par value.
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.
Any provisions of the present bylaws that violate a mandatory legal rule are deemed to be unwritten, without this irregularity affecting the other provisions of the bylaws.
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 transaction at par value as follows:
see share book
CASH CONTRIBUTIONS ONLY
The parties appearing declare and acknowledge that each and every one 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 company's free disposal. A certificate from the bank confirming the above is attached to this deed.
The first financial year will begin on the day the extract of this deed is filed with the Clerk's Office of the competent Commercial Court and will end on December thirty-first, two thousand and thirteen. The first Ordinary General Meeting will therefore be held in the year two thousand and fourteen.
FINANCIAL PLAN
The parties have provided the undersigned notary with a financial plan in accordance with article 391 of the Company Code.
CONTROL OF THE COMPANY
The shareholders 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 seventeen July nineteen hundred and seventy-five relating to the accounting and annual accounts of companies, so that, in application of article 141 of the Company Code, there is currently no need to appoint an auditor. The Shareholders' Meeting may, however, appoint one or more partners to audit the company.
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