Vandelanotte oversees complex merger of three housing actors

Flanders is in the process of remapping its social housing companies and social rental agencies. On the ground, this means a lot of mergers, with social housing companies !Mpuls (Menen) and De Leie (Wervik) officially merging towards the end of 2022. For this complex operation, Vandelanotte's guidance proved essential.

From left to right – Renaat Vandenbulcke (Menen Schepen (municipal officer) for housing), Sonny Ghesquière (Director of housing company !Mpuls Menen-Wervik), Mathieu Roelens (Manager Legal at Vandelanotte)

The idea behind the reform is simple – to make the whole process of finding social housing easier. The 88 social housing companies (who rent out their own properties) and 48 social rental agencies (who primarily rent houses from private individuals before renting them out to third parties) are being reduced to 42 housing companies. This should, on the one hand, make them more efficient and, on the other, enhance their effectiveness, including by working more closely with local authorities. ‘The Flemish government is encouraging cities and local authorities to transfer their own properties to housing companies. In Menen, we opted to do this back in 2018', explains Schepen Renaat Vandenbulcke, with Sonny Ghesquière adding that ‘this has made it possible for tenants in Menen to deal with a single entity, rather than having to deal simultaneously with the city, the Public Centre for Social Welfare and the housing company. In this respect, we were very much pioneers, a housing company before the letter.’

You need to be able to rely on an external partner with the necessary know-how and connections to deal with such cases Sonny Ghesquière and Renaat Vandenbulcke !Mpuls Menen-Wervik

Before, housing actors' scopes of operation often overlapped. From now on, only one housing company may operate in any one region. This naturally entails the merging and splitting of many already existing companies. At the same time, this also means that a housing actor can only own property within its own territory, as opposed to before, where properties tended to be scattered across different municipalities. Co-operative Unlimited Liability Company (CVBA) De Leie, for example, held properties not only in Wervik, but also in Messines, Avelgem and Wijtschate. These now have to be transferred to housing companies from within those regions. How exactly this is to be done from a legal perspective is not yet entirely clear. Given, among other things, the social angle of the whole operation, the Flemish government's preference is for transfers against shares rather than simple buying and selling. The competent Flemish authorities (in the form of the Vlaamse Maatschappij voor Sociaal Wonen and the Wonen-Vlaanderen agency, who, incidentally, merged in late 2022 to form the all new ‘Wonen in Vlaanderen’) are also exploring going down the donation route as a possibility. However, they themselves immediately point to a possible tax impact as being a major caveat. As you can see, this is quite a complex area.

Tight planning

On 4 February 2022, the Flemish government decided on the new housing companies. By 11 February, representatives for the city authorities of Menen and Wervik had already met to decide on how to proceed. Because mergers and transfers are such a complex undertaking, the authorities decided to seek the assistance of a specialist. The choice was easy, as they had already worked with Vandelanotte during a previous operation in 2017. ‘Back then, I used to work in the background, providing legal guidance. Here, I took a leading role throughout the entire process’, says Mathieu Roelens.

In a nutshell, the whole operation saw the two existing CVBAs merge into a new limited liability company (BV). ‘The first step was to discuss the objectives of those involved and establish a time frame based on that’, Mathieu explains. ‘We then gathered all the necessary legal information on both organisations in a virtual data room. This was done in collaboration with the notarial office, as a considerable amount of research had to be done for all real estate assets, of which there are many. The planning was tight, as six weeks before the signing of the merger, the two boards had to file the merger proposal with the court, which involves various legal documents. Above all, the timing of it all was determined by the submission of the application to become recognised as a housing company. In fact, for a number of different reasons, this application had to be ready at least three, although preferably four, months prior to the merger. Among other things, it also had to include final drafts of statutes and internal regulations. Throughout the process, we made sure to be available to answer any questions that would be thrown our way.'

Thanks to the open communication between the different players, the whole process went incredibly smoothly Mathieu Roelens Vandelanotte

Different domains

On the legal front, Vandelanotte is overseeing the formation of housing companies in three teams of two. ‘At the same time, a number of financial experts are also involved. In turn, other colleagues are studying any potential fiscal impact. Given that the personnel of the implicated organisations is such an important consideration, other Vandelanotte staff are equally looking at everything from an HR/employment law perspective.’

On 21 October, Minister Diependaele attended the official unveiling of the new housing company, noting that !Mpuls Menen-Wervik, together with the housing company in the Flemish Ardennes, may claim the title of being the ‘first housing company in Flanders’. According to Mathieu Roelens, ‘this for sure says a lot about how smoothly the whole process went. This had a lot to do with the feeling of open communication between all parties involved. It ended up being an absolute pleasure to work on’. Sonny and Renaat also look back on the collaboration with a positive outlook. ‘You need to be able to rely on an external partner with the necessary know-how and connections for such cases. It was a logical decision to once again work with Vandelanotte, given that we already knew each other and that the trust was there right from the off. We are very happy with the outcome.’

Incidentally, work is not over yet, with Ypres social rental agency Woonsleutel still to be split over the coming months, before eventually being merged with !Mpuls Menen-Wervik. Following this operation, the new housing company is set to comprise a total of 31 employees.