English

In an effort to simplify ECPC contractual obligation and financial reporting, the General Assembly decided last June in Bucharest to move ECPC’s legal siege from the Netherlands to Belgium, hence solving the duality of ECPC legal siege and operation siege.

Following the General Assembly decision, the ECPC Office investigated on the best procedure to ensure le continuity of ECPC legal persona, hence avoiding to “liquidate” ECPC in the Netherlands and re-create ECPC in Belgium. Thanks to the process identified by the Office, ECPC will be able to keep all its contracts and legal obligations in place.

This process implies the amendment of ECPC current Statute, and its adaptation to the Belgian legislation.

The process

The Office identified two notaries, one Dutch and one Belgian, who will follow us during the transfer. This was necessary to hire two notaries due to the lack of a harmonised single procedure to transfer associations from the Netherlands to Belgium.

Thanks to their guidance, we identified the correct procedure to transfer ECPC siege.

  1. November 2014
    Our Dutch Notary will file a re-domiciliation proposal with the office of the Dutch trade register. It is a simple declaration that ECPC intends to move from the Netherlands to Belgium. The ECPC Board has submitted the documents in mid November, following the last ECPC Board Meeting.
  2. November 2014
    Our Dutch Notary submits the publication in the Dutch National Gazette of the re-domiciliation proposal;

    1. From the moment of publication, starts a two months objection period during which ECPC creditors can object against the re-domiciliation proposal. Not having any business ongoing in the Netherlands, this remains a mere administrative step for ECPC;
  3. February 2015
    After the two months period has elapsed, an Extraordinary General Assembly will be called, to execute a notarial deed to re-domicile the Association and to change the statutory seat of the Association to Belgium under the condition precedent of amendment of the statutory seat of the Association under Belgian law.

    1. This notarial deed has to take place in the Netherlands, at the presence of our Dutch Notary;
    2. No changes to the Statute will be made at this point;
    3. Two true copies of that Notarial deed executed before a Dutch civil law notary (one for Dutch civil law notary and one for Belgian civil law notary);
  4. June 2015
    Our Belgian Notary sets up a subsequent notarial deed, to be executed before a Belgian civil law notary during our General Assembly, deciding to change the Articles of the Association (including the seat) to comply with Belgian law and to adopt the Statutes of a Belgian International Non-profit Organisation (Association International Sans But Lucratif – AISBL).

    1. This notarial deed has to take place in Belgium, at the presence of our Belgian Notary;
    2. The General Assembly decides on the amendments to the ECPC Statute;
    3. Two true copies of that Notarial deed executed before a Belgian civil law notary (one for Dutch civil law notary and one for Belgian civil law notary);
  5. June 2015
    After the General Assembly, our Belgian Notary files a request to the Belgian Ministry of Justice to obtain the approval of the new statutes;

    1. At this point, ECPC is still not recognised as a Belgian association, and keeps operating as a Dutch organisation;
    2. ECPC is recognised as a Belgian organisation when the approval of the Minsitry of Justice, so-called “Arrêté royal”, is provided to ECPC. This process can take up to 6 months;
  6. December 2015 (at the latest)
    Approval of the Ministry of Justice through the so-called “Arrêté royal”.
  7. December 2015 (at the latest)
    ECPC gets a “Company number” from the “registre des personnes morales” (RPM); publication on the moniteur belge;

    1. From this point the ECPC becomes a Belgian association;
    2. Proof of the registration of the Association in the Belgian trade register (including a registration number);
  8. December 2015
    Our Dutch Notary notifies the accomplished deregistration of the ECPC to the Dutch trade register.

    1. Notification to all interested parties.

Next steps

The ECPC Board already filed all the necessary documents to the Dutch authorities, complying with the first step of the process mentioned.

The Extraordinary AGM has to take place in the Netherlands, two months after the filing of the same request.

The Office has instructed the Dutch Notary to file the documents this week, hence it is fair to assume that the two months period would elapse in February 2015. During the last Board Meeting, the Office suggested organising a Board Meeting in the Netherlands, coinciding with the Extraordinary AGM to register the decision of the Dutch administration. The Notary already agreed to host the Extraordinary AGM within his premises and provisionally agreed on hosting us for the whole Board Meeting.

What do you have to do?

The Extraordinary General Assembly is a mere technical step in the siege transferring process. The only point on the Extraordinary General Assembly agenda will be the re-domiciliation of the Association. Therefore, it is not necessary for all ECPC Members to attend the Extraordinary General Assembly.

In line with our current Statute and to ensure the highest level of transparency possible, ECPC Office, on behalf of the Board, will submit to all ECPC Members the official convocation to take part to the Extraordinary General Assembly, including the official agenda. As an ECPC Member, you are free and welcome to participate to the Extraordinary General Assembly, but ECPC will not be able to cover the travel expenses and accommodation of any ECPC Member.

What will we do for you?

For transparency purposes, the minutes of the Extraordinary General Assembly will be published on the ECPC website immediately after the assembly will take place, together with a copy of the notarial deed.

The ECPC Office will keep you posted on all the developments related to the siege transfer through our Newsletter and website.

The ECPC Office remains at your full disposal to answer any question related to the siege change. Francesco Florindi, our Public Affairs Coordinator, will be glad to reply to your inquiries: write him at francesco.florindi@ecpc.org/