belgiquelex.be - Carrefour Bank of Legislation

22 MAI 2001. - Act respecting employee participation plans in capital and corporate profits (1)

ALBERT II, King of the Belgians,
To all, present and to come, Hi.
The Chambers adopted and We sanction the following:
CHAPTER I^er. - General provisions
Article 1^er. This Act regulates a matter referred to in Article 78 of the Constitution.
Art. 2. For the purposes of this Act, it shall be understood by:
1st corporation: any corporation, association or institution subject to corporate tax under Title III, Chapter I^er, the Income Tax Code 1992 or the non-resident tax under section 227, 2°, of the same Code, with the exception of companies subject to the particular regime of the coordinating centres;
2° worker: the person performing work for compensation in the context or outside of a contract of work and under the authority of another person;
3° employer: the company, within the meaning of 1°, which employs the worker referred to in 2°;
4° Code of Companies: the Code of Companies established by Article 2 of the Act of 7 May 1999;
5° group (subject to derogatory provisions to be taken by way of a royal decree deliberated in the Council of Ministers): set of companies referred to in the 1° and linked between them within the meaning of Article 11 of the Code of Societies;
6° small corporation: the corporation referred to in Article 15 of the Corporate Code;
7° plan of participation: the plan of participation of workers in the capital and/or benefits of the companies or groups of which these companies are part, the specific terms of which are in accordance with the provisions of this Act and are included in a collective labour agreement or in an act of accession setting out all specific terms and conditions relating to the application of the participation of workers;
8° collective labour agreement: the agreement entered into pursuant to the Act of 5 December 1968 on collective labour agreements and parity commissions or regulations relating to the schemes for the participation of workers in the capital and profits of corporations, as decided by the parity commission and declared binding by the board of directors pursuant to the Act of 21 March 1991 on the reform of certain economic public enterprises;
9th act of accession: the act of accession referred to in Article 4;
10° cooperative partnership: the cooperative corporation referred to in the provisions of Chapter III;
11° Investment Savings Plan: the participation plan referred to in the provisions of Chapter IV;
12° total gross salary: the personnel costs referred to in section 102 "Personal expenses" of the social balance sheet established in accordance with the provisions of the Royal Decree of 4 August 1996 on the social balance sheet;
13° companies concerned: the company, its subsidiaries and Belgian institutions, within the meaning of section 229 of the Income Tax Code 1992, which established a plan of participation in accordance with the provisions of this Act;
14° credit institution: credit institutions within the meaning of Article 1^er, paragraph 2, of the Act of 22 March 1993 relating to the status and control of Belgian credit institutions, which fall under a member State of the European Union or are established in Belgium;
15° Scholarship company: Belgian legal investment companies that have obtained the approval as a stock exchange company, referred to in Article 47, § 1^er, 1° of the Act of 6 April 1995 on secondary markets, investment companies, intermediaries and investment advisers, investment companies under the right of a Member State of the European Union authorized in their State of origin to receive securities and investment companies established in Belgium;
16° participation in profits: the amount of the profit of the accounting exercise allocated in cash, by a corporation within the meaning of 1°, to workers under the participation plan;
17° participation in capital: the amount of the profit of the accounting year allocated to workers, under the plan of participation, in shares or shares with a right of vote and issued or issued by any of the companies concerned or by a related corporation (as defined in Article 11 of the Code of Companies) to one of these companies;
18° concerned worker: the worker referred to in 2° and having the opportunity to participate in the participation plan referred to in 7°;
19° adhering worker: the worker referred to in 18° and having decided to take part in the participation plan referred to in 7°;
20° OLO: linear obligation, referred to in Articles 1^er 10 of the Royal Decree of 9 November 1992 coordinating the Royal Decree of 27 March 1992 concerning the issuance of linear obligations.
CHAPTER II. - Participation plan
Art. 3. § 1^er. Without prejudice to the provisions of the Corporate Code, each employer may take the initiative to establish a plan of participation.
§ 2. The establishment of a participation plan is subject to a specific collective labour agreement.
§ 3. The specific nature of this collective labour agreement implies that only the terms and conditions prescribed by this Act and relating to the plan of participation may be included in this agreement.
§ 4. For companies that do not have a union delegation, the participation plan - with respect to the conditions and terms prescribed by this Act - is established, at the choice of the employer, either through a collective labour agreement or in accordance with the special procedure defined in section 4.
§ 5. Other conditions and terms not prescribed by law are introduced on the initiative of the employer, after advice from the board of business or, in the absence of a board of business, the committee for prevention and protection at work or, in the absence of a committee for prevention and protection at work, the union delegation. In the absence of a union delegation, workers are informed directly by posting and can make their observations in a special register for a period of fifteen days from the day of the display.
§ 6. The participation plan containing the terms and conditions referred to in Article 9 of this Act and, if applicable, those referred to in § 5 of Article 3 shall be communicated in writing to the workers concerned.
Art. 4. § 1^er. The proposed act of accession, within the meaning of Article 3, §§ 4 and 5, of this Act, is prepared on the initiative of the employer and the workers concerned are informed, at the choice of the employer, either in writing or by posting. Each worker may receive, upon request, a copy of the text of the proposed act of accession.
§ 2. The employer shall hold, for a period of fifteen days from the date of the communication, a special register available to the workers in which they may record their observations. Upon expiry of this period, the employer shall forward the register for information to the employee designated by the King.
§ 3. Upon expiry of the deadline, the observations are immediately notified to the workers by posting. The official designated by the King tries to reconcile differing views.
In the event of an agreement, the act of accession shall enter into force as soon as the eighth day of conciliation.
If the officer designated by the King fails to do so, he immediately sends a copy of the non-conciliation report to the President of the relevant Joint Commission. The minutes must refer, on the one hand, to the reasons given by the employer for the establishment of this act of accession and, on the other, to the comments of workers, as recorded in the special register.
The parity commission makes an ultimate attempt at conciliation during its next meeting. If the parity commission fails, the participation plan is not implemented.
§ 4. In the event of absence of a parity commission for a branch of activity, the officer designated by the King shall bring the matter before the National Labour Council. In order to attempt to reconcile the diverging views, it refers to the parity commission of which companies carrying out similar activities are responsible.
§ 5. The secretary of the relevant Joint Commission shall inform the employer of the results of the conciliation obtained by the Joint Commission within eight days.
In case of failure, workers are informed by posting or in writing according to the procedure implemented in § 1^er.
As long as there is agreement, the act of accession comes into force as soon as the eighth day of conciliation.
§ 6. In the absence of observation, the act of accession comes into force on the fifteenth day - unless otherwise agreed in the same act - following that of the communication.
Art. 5. § 1^er. All workers concerned must have the opportunity to participate in the participation plan.
§ 2. The specific collective labour agreement or the act of accession may provide for a period not exceeding one year. When a worker is hired on the basis of successive contracts, the required seniority is calculated taking into account the cumulative number of successive contracts.
Art. 6. § 1^er. A participation plan can only be introduced if the employer is bound by a collective labour agreement on wages for the same reference period.
§ 2. The total amount of participation in capital and benefits granted to workers in accordance with the provisions of this Act and pursuant to the plan of participation shall not exceed one of the following limits at the close of the accounting year concerned:
- 10% of the total gross wage mass;
- 20% of the profit of the fiscal year after tax, as covered by the enforcement order of the Code of Companies.
When the participation plan is established at the level of a group, the total gross salary and after-tax earnings are calculated on a consolidated basis, determined in accordance with the provisions of a royal decree deliberated in the Council of Ministers.
Art. 7. § 1^er. In the introduction of the participation plan, the board of business or, in the absence of a board of business, the committee for prevention and protection at work, or in the absence of a committee for prevention and protection at work, the union delegation is informed of the relationship between the participation plan, the evolution of employment and the company's policy in this area. The specific collective labour agreement or the act of accession confirms that the introduction of the participation plan cannot go hand in hand with a reduction of the employment calculated in full-time equivalence.
§ 2. For the purposes of this Act, the participation plan may not be introduced for the purpose of replacing or converting remuneration, bonuses, benefits in kind or generally of any kind or supplement to any of the foregoing, provided for in individual or collective agreements, whether or not they are subject to social security contributions. However, this provision is not applicable to collective participation plans whose content is comparable to the purpose of this Act and which have been introduced at the corporate level or at the group level prior to the coming into force of this Act.
Art. 8. § 1^er. The participation plan can be implemented both at the level of a company and at the level of a group.
§ 2. With respect to the terms and conditions prescribed by this Act, the establishment of a plan of participation at the level of a group shall be subject to one or more specific collective labour agreements, in accordance with the provisions of this Act or, for companies of a group that do not have a union delegation, in accordance with the special procedure defined in Article 4. Each specific collective labour agreement is then submitted for advice to the board of business or, in the absence of a board of business, to the committee for prevention and protection at work, or in the absence of a committee for prevention and protection at work, to the union delegation of other companies belonging to the same group. In the absence of a union delegation, workers in companies covered by the participation plan are informed directly by posting.
§ 3. The other conditions and terms not prescribed by this Act shall be introduced at the initiative of the employer, subject to the procedure set out in Article 3, § 5.
§ 4. The concept of a group, as referred to in this article, is determined by a royal decree deliberated in the Council of Ministers, after the advice of the Central Council of the Economy.
Art. 9. § 1^er. The participation plan must include:
1° where applicable, the supplementary rules for calculating seniority;
2° compulsory or non-compulsory membership of workers;
3° the choice of the method(s) of attribution, which must necessarily be made in cash or shares or parts;
4° the period of unavailability of shares and shares, which cannot be devoid of their right to vote;
5° where applicable, with respect to the provisions of section 10 of this Act, the objective criteria used to determine the amount to be allocated to each of the adhering workers;
6° the terms and thresholds for the calculation of the participations attributed to the participation plan;
7°, if applicable, the establishment of a separate company for the detention and management of the assigned shares. In the event of the creation of a cooperative corporation of participation for the purposes of the detention and management of capital participations, the worker retains in all circumstances the opportunity to bring its participation in capital to the cooperative corporation of participation. This discretion and its modalities must be expressly defined in the participation plan;
8° the method of calculation pro rata temporis of the amount of participation in the event of a voluntary suspension or termination of the contract of employment, except in the case of serious reasons attributable to the worker;
9° the duration and terms of termination of the participation plan;
10° the identity of the person called to bear the management fees for the uncovered deposit referred to in Article 11, § 1^er;
11° the non-application of Article 23 of the Act of 5 December 1968 on collective labour agreements and parity commissions.
§ 2. Amendments that may be made to the types of information to be included in the participation plan referred to in § 1^er, are subject to a royal decree deliberated in the Council of Ministers, after the advice of the National Labour Council.
Art. 10. § 1^er. Where applicable, the collective labour agreement concluded in a joint commission or joint subcommission defines the objective criteria for determining the distribution keys that may be applied to the various workers involved.
§ 2. A royal decree deliberated in the Council of Ministers, after the advice of the National Labour Council, and to take within a period not exceeding three months from the date of entry into force of the provisions of this Act, sets out these objective criteria which apply in the absence of any collective labour agreement referred to in § 1^er.
Art. 11. § 1^er. The shares or shares received and, where applicable, the subject of an intake made in accordance with Article 12 are not available for a period fixed by the specific collective agreement or the act of accession without the inability of this period to be less than two years or more than five years. The shares or shares of the holder are subject to an undiscovered deposit with a credit or stock exchange corporation, at the employer's choice. Name shares or shares are the subject of a special registration in the register of shareholders of the issuing company and, if applicable, on the representative certificate of the titles.
§ 2. Compliance with the condition of unavailability, referred to in § 1^er, is ensured by the registration of capital shares, on a blocked title account, on behalf of the worker and open to a credit institution or stock exchange corporation or by the special registration in the register of shareholders and, if applicable, on the representative certificate of the nominal securities, whether it is a share or a nominal share.
§ 3. The period of unavailability of a worker's shares ends if:
1° of termination;
2° leave given by the worker for serious reasons;
3° retirement;
4° of death of the individual;
5° of public procurement offer on securities offered as part of capital participations;
6° of operation resulting in an amendment to the control of the corporation whose securities are offered as part of the capital participations, within the meaning of the Act of March 2, 1989 on the advertising of important stakes in publicly traded companies and regulating public procurement offers;
7° of transfer of workers to an unrelated corporation under the collective labour agreement No. 32bis concerning the maintenance of workers' rights in the event of a change of employer as a result of a contractual transfer of business and regulating the rights of workers resumed in the event of recovery of assets after bankruptcy or judicial concordat by abandonment of assets, entered into within the National Labour Council and made mandatory by the Royal Decree of 25 July
8° of change in the appropriate parity board, in the head of the employer.
CHAPTER III. - From the cooperative partnership
Art. 12. § 1^er. It may be used by a cooperative partnership whose sole purpose is to hold and manage the capital participations made by workers.
§ 2. The capital of the cooperative partnership is formed by the contributions made by the members of their capital participations and, where appropriate, by the dividends distributed to them by the cooperative partnership. The dividends generated by these participations must be returned to the beneficiary workers after deduction of the management costs to be defined in accordance with the provisions of the order referred to in Article 13.
§ 3. The corporation is incorporated in the form of a cooperative corporation, with limited liability or not. The name of this company must include the reference "cooperative partnership of participation". This company is created by at least three members of one or more companies involved. Only adhering workers can be held in shares of the cooperative partnership. By derogation from section 367 of the Corporations Code, adherent workers may not resign or withdraw part of their shares of the corporation before the end of the unavailability period referred to in section 15.
§ 4. The board of directors of the cooperative partnership approves the participation plan at its first meeting.
Art. 13. Without prejudice to the provisions of the Code of Companies, the King shall, by order deliberately in the Council of Ministers, take appropriate measures to ensure the proper management and control of cooperative companies of participation.
Art. 14. The share of the cooperative partnership is allocated to the adhering workers, according to the criteria and limits defined in the participation plan.
Art. 15. § 1^er. The share of the cooperative partnership is not available for a period that cannot be less than two years or more than five years. This period of unavailability is set by the participation plan. Compliance with the unavailability period is ensured by a special registration in the shareholder register of the participating cooperative corporation.
§ 2. The period of unavailability of the shares held in the cooperative corporation of participation by a member worker shall end if:
1° of termination;
2° leave given by the worker for serious reasons;
3° retirement;
4° death of the worker;
5° of public tender on shares or shares held by the cooperative partnership;
6° of operation resulting in an amendment to the control of the corporation of which the cooperative partnership holds shares or shares, within the meaning of the Act of March 2, 1989 on the advertising of important stakes in publicly traded companies and regulating public procurement offers;
7° of transfer of workers to an unrelated corporation under the collective labour agreement No. 32bis concerning the maintenance of workers' rights in the event of a change of employer as a result of a contractual transfer of business and regulating the rights of workers resumed in the event of recovery of assets after bankruptcy or judicial concordat by abandonment of assets, entered into within the National Labour Council and made mandatory by the Royal Decree of 25 July
8° of change in the appropriate parity board, in the head of the employer.
§ 3. At the end of the unavailability period or when the non-availability period ends for one of the reasons referred to in the preceding paragraph and if a worker is resigned, it is applied to section 374 of the Corporate Code. The share of the cooperative partnership must be transferred to workers who have joined the participation plan or be cancelled.
§ 4. By derogation from section 374 of the Corporations Code, the participation plan and the status of the cooperative partnership may provide for other terms to determine the value of the shares of the resigning partner.
Art. 16. In the event of the bankruptcy of the cooperative partnership or in the event of any other form of competitions, the partners have a pre-emption right on the shares and shares registered on behalf of the cooperative corporation to participate in the register of shareholders and on the prorated shares and shares they have made to the cooperative partnership. The procedure for exercising the right of preemption shall be established by Royal Decree.
Art. 17. If the participation plan provides for the creation of a cooperative partnership, it also determines:
1(a) the rules relating to the composition of the bodies of the cooperative partnership;
(b) the conditions for the acquisition, assignment and acquisition of the shares of the participating cooperative corporation set out in accordance with the provisions of Chapter III of this Act;
(c) the conditions and conditions for the release of workers established in accordance with the provisions of Chapter III of this Law;
(d) the rights attached to the shares issued by the cooperative partnership;
(e) the rights of workers on the heritage of the cooperative society of participation;
2° the conditions under which the participating cooperative corporation may acquire and dispose of the shares in the capital and, where appropriate, the right of preemption of the companies concerned or their other shareholders on the shares or shares held by the participating cooperative corporation;
3° the types of expenses that the cooperative corporation may enter into in accordance with the provisions of the order referred to in articles 12, § 2 and 13;
4° the terms and conditions for the distribution of the dividends generated by the shareholders managed by the participating cooperative corporation, in the event that the latter would not immediately surrender these dividends to the beneficiary workers (after deduction of the management fees to be defined in accordance with the provisions of the order referred to in Article 13).
CHAPTER IV. - Investment Savings Plan
Art. 18. The profit-sharing plan established by a small corporation may take the form of an investment savings plan under which the benefits awarded are made available to the corporation by the workers as part of a non-subordinate loan that is recorded under a separate section of the company's debts.
Art. 19. § 1^er. Reimbursement of loan amounts must be made at the end of a period, fixed by a specific collective agreement or by an act of accession entered into within the corporation, which may not be less than two years or more than five years.
§ 2. An interest is payable on an annual basis on amounts lent under the provisions of section 18 of this Act. The method of calculating the interest rate, which cannot be less than the interest rate applicable to an OLO of a duration equivalent to that of the loan, is determined in the participation plan. The interest shall be payable to the term expired within thirty days of the expiry of the annual term of interest debit.
§ 3. Regardless of the term set by the participation plan, the period referred to in § 1^er ends in case:
1° of termination;
2° leave given by the worker for serious reasons;
3° retirement;
4° death of the adhering worker;
5° of public tender for the acquisition of securities issued by the employer;
6° of operation resulting in an amendment to the control of the company, within the meaning of the Act of 2 March 1989 on the advertising of important participations in publicly traded companies and regulating public procurement offers;
7° of transfer of workers to an unrelated corporation under the collective labour agreement No. 32bis concerning the maintenance of workers' rights in the event of a change of employer due to a contractual transfer of business and regulating the rights of workers resumed in the event of the resumption of the assets after bankruptcy or judicial concordat by abandonment of assets, concluded within the National Labour Council and made mandatory by the Royal Decree of July 25, 1985.
8° of change in the appropriate parity board, in the head of the employer.
Art. 20. The total amount of participation referred to in Article 18 shall be affected, within a period that shall be less than the period referred to in Article 19, § 1^erby the company to capital investments, such as the enforcement order of the Corporate Code.
Art. 21. In small companies that lose this quality, however, the investment savings plans introduced prior to this quality change are completed. Funds lent, in accordance with section 18, cannot be pre-paid.
CHAPTER V. - Tax provisions
Art. 22. Article 1^er Title I^er the Income Tax Code is supplemented as follows:
"4° the additional tax and tax on the participation of workers in the profits or capital of the company. »
Art. 23. The Income Tax Code is supplemented by Title VII, which reads as follows:
"TITRE VII. - Tax on the participation of workers in the profits or capital of society
CHAPTER I^er. - Generator
Article 112. Workers are charged with a tax on capital or profit participation under the Act of 22 May 2001 relating to workers' capital and corporate profits plans.
An additional fee shall be charged to workers in the event of non-compliance with the condition of non-availability of the participation referred to in sections 11 and 19, of the Act of 22 May 2001 on the capital and profits of workers or of the share referred to in Article 15, § 1^erSame law.
CHAPTER II. - Taxable basis
Article 113. § 1^er. The taxable basis of the tax is determined as follows:
1° in the case of an interest in profits, the taxable basis is equal to the amount in cash allocated in accordance with the plan of participation, deducting the social contribution provided for in section 33 of the Act of 22 May 2001 relating to the plans of participation of workers in capital and profits of corporations;
2° in the case of a capital interest, the taxable basis is equal to the amount to be allocated to the capital in accordance with the corporation's annual equity plan;
3° where participation in profits is subject to an investment savings plan in accordance with sections 18 to 21 of the Act of 22 May 2001 relating to the capital and profits of workers, the taxable base is equal to the amount in cash allocated in accordance with the annual plan of participation of the corporation;
4° the tax that may be borne by the debtor of the interest in the discharge of the beneficiary is added to the amount of that interest for the calculation of the tax.
§ 2. When it comes to capital participation, the amount to be allocated to capital, as referred to in § 1^er, 2°, for the determination of the taxable basis,
- in the case of shares listed or traded on the stock exchange, be less than the corresponding amount, the choice of the corporation that assigns the shares, during the course of the action during the preceding thirty days on the day of the allocation of shares to the workers, or the last closing course that precedes the day of the award;
- in other cases, be less than the actual value of the share, at the time of the award, determined by the corporation that assigns it, on the basis of a company reviewer or an external auditor designated by the company. This value cannot, however, be less than the book value of the shares on the basis of the last annual accounts of the issuing company closed and approved by the competent body before the date of the award.
Article 114. The taxable basis of the additional tax corresponds to that established under section 113, § 1^er, 2°, when it comes to capital participation or article 113, § 1^er, 3°, when it comes to participation in profits under an investment savings plan and is limited to the prorated share or share made available.
CHAPTER III. - Tax requirement
Article 115. The allocation or payment of interest to profits or capital results in the debit of the tax.
In particular, the registration of participation in an open account for the benefit of the beneficiary, even if the account is unavailable, provided that the unavailability results from an express or tacit agreement with the beneficiary or the application of Articles 11 and 19, § 1^er of the Act of 22 May 2001 on employee participation plans in capital and corporate profits.
Article 116. The additional fee is due at the time when the non-availability of the participation provided for in sections 11 and 19, § 1^er or parts referred to in Article 15, § 1^er, the Act of 22 May 2001 on workers' participation in capital and corporate profits is lifted.
CHAPTER IV. - Tax rate
Article 117. § 1^er. The tax rate is set at:
- 15% for capital participation;
- 15% for shareholders in profits allocated under an investment savings plan that are subject to a non-subordinate loan;
- 25 per cent for non-profit participation.
§ 2. The additional tax rate is 23.29 per cent.
CHAPTER V. - Tax refunds
Article 118. § 1^er. Is liable for the tax and must retain the tax on the amounts to be allocated to the payment in cash, to the participation in the capital or to the investment savings plan, the employer referred to in section 2 of the Act of May 22, 2001 relating to the plans of participation of workers in the capital and profits of corporations.
§ 2. Is liable for the additional tax and must retain it:
1° in case of non-compliance with the condition of unavailability of the account provided for in section 11 of the Act of 22 May 2001 relating to the capital and profits of workers, the credit institution or the stock exchange corporation referred to in that section.
The deduction of the additional tax shall be effected either by the sale by the credit institution or the stock exchange corporation, on behalf of and on behalf of the worker, of the necessary number of shares in the capital, or by the payment by the worker of the additional tax, prior to the release of the securities;
2° in the event of the lifting of the unavailability of the shares provided for in section 15 of the Act of 22 May 2001 relating to the schemes for the participation of workers in the capital and profits of corporations, the cooperative partnership referred to in chapter III of the aforementioned Act;
3° in all other cases, the employer referred to in section 2 of the Act of May 22, 2001 relating to the plans of participation of workers in the capital and profits of corporations.
CHAPTER VI. - Method of payment, establishment and collection of the tax
Article 119. The method of payment, establishment and recovery of the additional tax and tax shall be determined in accordance with the rules applicable to the payment method, the establishment and recovery of the movable pre-payment. »
Art. 24. Section 21 of the Income Tax Code 1992, 6° is replaced by the following provision:
"6° the first tranche of 5,000 Belgian francs of dividends of cooperative companies approved by the National Council of Cooperation, with the exception of cooperative companies of participation referred to in the provisions of the Act of 22 May 2001 on the schemes of participation of workers in the capital and profits of companies; ".
Art. 25. Article 38, paragraph 1^er, of the same Code, is supplemented as follows:
« 15° Participations in capital or profits allocated in accordance with the provisions of the Act of 22 May 2001 on the capital and profits of workers - including participations under an investment savings plan - and subject to the tax on the participation of workers in the capital and profits of corporations. »
Art. 26. Article 198, paragraph 1^erthe following amendments are made to the Code:
(a) 2°, repealed by the law of 22 July 1993, is reinstated in the following wording:
"(2) the tax and the additional tax on the interest incurred by the debtor of income on the discharge of the beneficiary referred to in section 113 of the Tax Code as equal to the taxes on income;"
(b) the paragraph is supplemented by a 12°, which reads as follows:
"12° participations in capital or profits, including participations attributed to workers as part of an investment savings plan, under the Act of 22 May 2001 on workers' participation in capital and corporate profits. »
Art. 27. Section 207, paragraph 2, of the Code is supplemented as follows:
", neither on the portion of the profits that are allocated to the expenditures referred to in section 198, paragraph 1^er12°. »
Art. 28. By derogation from sections 183 to 207 of the Income Tax Code 1992, the taxable income of cooperative participating companies is equal to the amount formed by the total:
(a) non-deductible expenses and expenses for professional costs other than value reductions and less-values on shares or shares referred to in section 198, paragraph 1^er7° of the same Code;
(b) expenditure under articles 57 and 195, § 1^erParagraph 1^er, the same Code and which are not justified by individual records and a summary statement.
Art. 29. Section 269, paragraph 3, of the same Code is supplemented by a point (e), as follows:
"(e) the dividends distributed by a cooperative corporation of participation in a plan of participation referred to in section 2, 7°, of the Act of 22 May 2001 relating to the plans of participation of workers in the capital and profits of the companies, to the members of the workers referred to in section 2, 19°, of the same Act, to the extent that the dividends collected by the cooperative corporation of participation would have, in the absence of exemption, benefited from. »
Art. 30. An article 304bis, as follows, is inserted in the same Code:
"As long as there is no derogation, the provisions of this title applicable to the movable pre-payment are applicable to the additional tax and tax on capital and profit shares referred to in Part VII of the Code of Taxes assimilated to income taxes. »
Art. 31. Section 124 of the Code of Registration, Mortgage and Registry Rights, repealed by the Act of April 14, 1965, is reinstated in the following wording:
"Art. 124. Subject to the provisions of Articles 44 and 120, are exempt from the proportional right:
1° the increase in statutory capital made pursuant to a plan of participation referred to in section 2, 7°, of the Act of 22 May 2001 relating to the plans of participation of workers in the capital and profits of corporations and to the participation in capital referred to in section 2, 17°, of the same Act;
2° the contribution to a cooperative partnership made in accordance with Article 12, § 2, of the same Act.
This exemption is only applicable if it is set out in the act or in a writing attached to the act prior to registration that the conditions of application are met.
In the event of the absence or inaccuracy of this reference, the corporation shall be liable to a fine equal to the right elected. »
CHAPTER VI. - Provisions of social law
Art. 32. Section 2, paragraph 3, of the Act of 12 April 1965 concerning the protection of the remuneration of workers is replaced by the following provision:
"However, are not to be considered compensation for the purposes of this Act:
1° compensation paid directly or indirectly by the employer:
(a) as vacation;
(b) that are to be considered to be a supplement to benefits arising from an occupational injury or illness;
(c) to be considered as a complement to the benefits granted to the various branches of social security;
2° Payments in cash or shares or shares to workers, in accordance with the application of the Act of 22 May 2001 on the schemes for the participation of workers in the capital and profits of companies. »
Art. 33. § 1^er. In Article 38, § 3quater, of the Law of 29 June 1981 establishing the general principles of social security of employees, the following paragraphs are inserted between paragraphs 3 and 4;
"A solidarity contribution is made by the worker who adheres. It is due and retained by the employer or company - within the meaning of section 2, 3°, of the Act of May 22, 2001 relating to the plans of participation of workers in capital and corporate profits - on the amount of participation in profits paid in cash.
The rate of this contribution is 13.07 per cent of the amount liquidated. »
§ 2. In Article 38, § 3quater, paragraph 4, of the Act, becoming paragraph 6, the words "seen in paragraphs 1^er and 4" are inserted between the words "The Contribution" and the words "is paid".
Art. 34. An article 2bis, as follows, is included in the Act of 3 July 1978 on labour contracts:
"Art. 2bis. - Are not to be considered compensation for the purposes of this Act: payments in cash or shares or shares to workers pursuant to the Act of 22 May 2001 on workers' participation plans in the capital and profits of corporations. »
Art. 35. Article 10 of the Law of 26 July 1996 on the Promotion of Employment and Preventive Protection of Competitiveness is supplemented by a 3° written as follows:
"3° the payments in cash or shares or shares to workers pursuant to the Act of 22 May 2001 on workers' participation plans in the capital and profits of corporations. »
Art. 36. § 1^er. Half of the total amount of the proceeds from the taxation of the capital or profits, including the shares attributed in the framework of an investment savings plan to the workers, in accordance with the provisions of the Act of 22 May 2001 on the plans of participation of workers in the capital and profits of the corporations and resulting from the application of sections 183 to 207, 216, 228 to 231, 233, 235 to 240 and 246 of the 1992
§ 2. 56.6 per cent of the total amount of the product of the additional tax referred to in section 112, paragraph 2, of the Tax Code assimilated to the tax on income is attributed to the ANS-Global Management referred to in section 5, paragraph 2, of the Act of 27 June 1969 revising the Decree-Law of 28 December 1944 concerning the social security of workers.
§ 3. The King may, by order deliberately in the Council of Ministers, decide to assign part of the proceeds of taxation referred to in §§ 1^er and 2, to the financing of social security of other categories of workers.
Art. 37. In section 19 of the Mortgage Act of 16 December 1851, a dash was added to 3°bis, as follows:
"-the sums lent under an investment savings plan referred to in chapter IV of the Act of 22 May 2001 relating to employee participation plans in capital and corporate profits. »
CHAPTER VII. - Financial and corporate law provisions
Art. 38. In Article 34, § 1^er, of Royal Decree No. 185 of 9 July 1935, as supplemented by Royal Decree No. 67 of 30 November 1939 and amended by the law of 2 April 1962, by the law of 2 April 1962, by the law of 4 August 1978, by Article 15 of the law of 9 March 1989, by Article 232 of the law of 4 December 1990, by the law of 22 March 1993, by the Royal Decree of 16 June
"1°ter to the powers of shares or shares to workers in the execution of capital participation plans governed by the Act of 22 May 2001 on the capital and profits of workers. »
Art. 39. Section 4, paragraph 2, of the Act of 22 March 1993 on the Status and Control of Credit Institutions is supplemented as follows:
"8° to small companies, for the profits attributed to their workers, as part of an investment savings plan, and that they receive in the form of loans from them in accordance with the Act of May 22, 2001 on workers' capital and corporate profits. »
CHAPTER VIII. - Control, monitoring and criminal provisions
Art. 40. § 1^er. Without prejudice to the competence of judicial police officers, officials appointed by the Minister of Employment are responsible for the monitoring of the execution of this Act.
§ 2. Without prejudice to articles 269 to 274 of the Criminal Code, a fine of 26 to 500 Belgian francs is imposed:
1° the employer, its employees or agents who have not complied with the obligations prescribed by this Act and its enforcement orders; the fine is applied as many times as there are workers in respect of which an offence has been committed without, however, the total fines may exceed 100,000 Belgian francs;
(2) any person who hinders supervision under this Act.
§ 3. The judge who imposes the dependant sentence of the employer, its attendants or its agents, shall, on his or her own motion, direct condemn the employer to pay to the National Social Security Office the amount of the contributions, increases of contributions and late interest that have not been paid to the Agency.
Art. 41. § 1^er. The King may, after the advice of the National Labour Council, provide that cooperative companies and companies of participation must keep the documents and provide information relating to participation plans.
§ 2. The King shall take the necessary measures to:
- that statistical information on the application of this Act and to be determined by order deliberately in the Council of Ministers be adequately collected;
- that an annual report be prepared by the National Labour Council for the Government and the Legislative Chambers, that the report should include information on the implementation of the participation plans and the measures that have been taken to ensure further implementation of the participation plans in new companies or in new groups.
Art. 42. The King shall determine the effective date of each of the provisions of this Act.
Promulgate this law, order that it be clothed with the seal of the State and published by the Belgian Monitor.
Given in Brussels on 22 May 2001.
ALBERT
By the King:
The Prime Minister:
G. VERHOFSTADT
Deputy Prime Minister and Minister of Employment,
Ms. L. ONKELINX
Minister of Social Affairs and Pensions,
F. VANDENBROUCKE
Minister of Agriculture and Middle Class,
J. GABRIELS
The Minister of Justice,
Mr. VERWILGHEN
Minister of Finance,
D. REYNDERS
Minister of Economy,
Ch. PICQUE
Seal of the state seal:
Minister of Justice,
Mr. VERWILGHEN
____
Notes
(1) Parliamentary references:
House of Representatives:
Documents:
50-1043 2000/2001:
Number 1: Bill.
N 2-4: Amendments.
Number 5: Report.
No. 6: Text adopted by the commission.
No. 7: Text adopted in plenary and transmitted to the Senate.
Full report: 28-29 March 2001.
Senate:
Documents:
2-710 2000/2001:
No. 1: Project transmitted by the House of Representatives.
Number 2: Project not referred to by the Senate.