The societal impact company (société d'impact sociétal - SIS) is for all natural or legal persons who operate either on their own or in a group and wish to create a commercial company with a view to carrying out an economic activity with a social or societal purpose.
Only commercial companies that comply with the principles of the social and solidarity economy may be accredited as a societal impact company (SIS).
The SIS is for both existing undertakings and organisations and for project promoters who wish to start up an economic activity with a social or societal purpose.
The Ministry of Labour, Employment and the Social and Solidarity Economy has set up a personalised assistance service (by appointment only) at the Maison de l'Economie sociale et de l'Innovation sociale, to help you with the procedures for setting up an SIS.
The societal impact company has numerous advantages for the structure concerned, including a clear and precise legal framework, an appropriate tax scheme, and access to national and European public tenders.
Accreditation as an SIS makes it possible to:
The company is nevertheless bound to strict obligations in terms of transparency and governance.
Accreditation as a societal impact company (SIS) is only available to:
that comply with the principles of the social and solidarity economy.
The application for accreditation as a societal impact company (SIS) can be submitted by both businesses that are already legally incorporated and companies under formation.
The application for accreditation must include as a minimum the draft articles of association matching the information supplied in the business' application together with all the supporting documents requested.
Setting up an SIS entails certain costs, including:
An SIS may only be incorporated in the form of a:
The corporate purpose of an SIS must meet at least one of the following 2 conditions:
The economic activity must consist of a continuous activity of:
Particular attention should be paid to the following considerations:
Any amendment to the deed of incorporation or change in the conditions connected with accreditation must first be approved by the minister with responsibility for the social and solidarity economy.
The name of the company accredited as an SIS is established in its deed of incorporation.
The name must be different from that of any other existing company.
To find out whether the desired company name is available, contact the RCS.
The duration of the lifetime of a company accredited as an SIS must be laid down in its articles of association in accordance with the rules applicable to the company's legal form.
A company accredited as an SIS may change its corporate form in the course of its lifetime following a decision adopted by the shareholders in accordance with the rules applicable to the company's legal form.
The rules on mergers and demergers which might result in a change in the company's legal form apply to companies accredited as an SIS.
The company accredited as an SIS is automatically dissolved at the end of the duration specified in its articles of association.
It may be dissolved by its shareholders, for example, if the share capital is lost.
It may also be dissolved by a court decision if its accreditation is withdrawn because it ceases to meet the requisite conditions.
Any voluntary dissolution must be accompanied by administrative certificates from:
The dissolved company retains its legal personality for the purposes of its liquidation.
Regardless of the type of liquidation, any liquidation surplus will be donated to:
The minimum company capital of a company accredited as an SIS is laid down in accordance with the rules applicable to the company's legal form.
The share capital of a company accredited as an SIS must comprise:
All impact and yield equities and shares are registered shares, issued with a nominal value.
Impact equities or shares may not under any circumstances be converted into yield equities or shares.
Profits allocated to impact equities or shares may only be used to achieve the corporate object, and are reinvested in full in maintaining and developing the activity of the company accredited as an SIS.
The ownership of impact and yield equities or shares may be transferred in accordance with the rules applicable to the company's legal form. Notwithstanding, holders of yield and impact shares may obtain a refund, but only of their initial contribution, in the event of the SIS being dissolved or liquidated, subject to the liquidation assets being sufficient.
The rules on the management of a company accredited as an SIS are laid down in accordance with the rules applicable to the company's legal form.
The management of an SIS must be autonomous in the sense that it must be fully capable of choosing and revoking its management bodies and controlling and organising all its activities.
The scheme for the liability of the management bodies of companies accredited as an SIS is laid down in accordance with the rules applicable to the company's legal form.
All SIS companies remain under the supervision of the minister with responsibility for the social and solidarity economy. The statutory auditing of the accounts by an approved auditor is compulsory for all companies accredited as an SIS.
The approved auditor also certifies each year that the specific legal obligations incumbent on SIS companies have been fulfilled:
All companies accredited as an SIS must draw up an annual extra-financial impact report for submission to the meeting of partners or shareholders, setting out the implementation of the performance indicators provided for in the company's deed of incorporation.
The formalities for registering the company with the RCS require the indication of information on the company accredited as an SIS depending on its legal form:
Any subsequent changes must be notified to the RCS.
The accounting rules applicable to SIS companies are those determined in accordance with the rules applicable to the company's legal form.
Societal impact companies with company capital consisting of 100 % impact shares have the benefit of the following fiscal advantages:
In respect of these companies, the law also makes provision for cash donations to these companies to be deducted from the total net income of donors. This is the same fiscal advantage that is granted to non-profit organisations (associations sans but lucratif - asbl) and foundations recognised as being of public interest.
SIS companies with company capital consisting of less than 100 % impact shares are not entitled to any fiscal advantages.
SIS - Annexe 2 : Déclaration par la société de ses personnes clés
SIS - Modification de clauses statutaires nécessitant l'approbation préalable du Ministre