Articles of Association

TITLE 1. – NAME, REGISTERED OFFICE, PURPOSE AND DURATION

Art. 1. Name

The non-profit association bears the name “DOMIVA”, VZW / A.S.B.L. The association is established as an employers’ federation. These articles of association serve as the basis for the application for recognition.

Art. 2. Registered office and area of operation

DOMIVA, also referred to as “the association” or “the federation”, has its registered office in one of the nineteen municipalities of the Brussels-Capital Region. Within the limits of that Region, the administrative body determines the place where the registered office is established. Its area of operation extends to the entire Belgian territory.

Art. 3. Purpose

The federation pursues, on a non-profit basis, the study, protection and promotion of the professional interests of its members.

More specifically, the purpose of the federation is to:

• Bring together the persons and undertakings carrying out activities in the field of home services, in particular service-voucher (titres-services) undertakings, in a broad spirit of cooperation, with the concern of defending genuine professional interests, in accordance with the common interests of the sector;
• Ensure the official representation of the collective interests of all service-voucher undertakings in the legal, economic, administrative and social fields, vis-à-vis the social partners and all political, cross-sectoral and other European, international, national and regional bodies;
• Ensure the economic promotion of the sector at federal, regional and local levels;
• Propose all useful measures in order to ensure, in the general interest, the rational development of the economic activity of the affiliated undertakings;
• Inform the affiliated undertakings on sectoral matters of a legal, fiscal, economic, administrative and social nature;
• Promote and support all organisations or institutions likely to contribute to the better functioning of the sector;
• Develop among its members a spirit of collegiality and mutual support;
• Be recognised as a representative employers’ organisation within the bodies of sectoral social dialogue.
  
  

This purpose may be achieved by any means.

The federation is entitled to perform all acts that relate directly or indirectly, in whole or in part, to its purpose, or that are likely to contribute to its development or to facilitate its achievement.

It may, in various ways, lend its assistance to and show its interest in associations, undertakings or institutions that pursue a similar or related aim, or that are likely to contribute to the achievement or development of its own purpose.

Art. 4. Duration

The association is established for an indefinite duration.

TITLE 2. – THE MEMBERS OF THE ASSOCIATION

Art. 5. Membership

The association consists of at least two members, hereinafter referred to as the “members” in these articles of association. No maximum number is set.

All undertakings carrying out activities in the field of local works or services for private individuals, in particular service-voucher (titres-services) undertakings, in the broad sense of the term, may join the association.

Art. 6. Conditions of membership

Membership of the association is subject to the following conditions:

• Subscribe to, and comply with, the articles of association, the internal rules and the (sectoral) codes of conduct;
• Comply with all applicable regulations in force in Belgium;
• Declare the annual number of services provided and pay the membership fees within the set deadlines;
• Regularly provide the association with general, non-confidential information that is accurate and communicated in good time.

Any additional conditions, as well as the procedures for joining the association, may be set out in the internal rules.

Art. 7. Admission

Any candidate for membership of the association must submit a written application to the administrative body.

The administrative body is competent to decide on the admission of members. At its next meeting, the administrative body decides, autonomously and by simple majority, whether a candidate who meets all the conditions is admitted as a member of the association.

Art. 8. Termination of membership

Voluntary resignation

Any member of the association may resign by sending its resignation to the secretariat of the association. The resignation must be notified by letter or by e-mail. Subject to its application, membership ends on the 14th day following receipt of that notification.

Automatic termination of membership

Membership ends automatically:

• When the member no longer meets the substantive conditions, including the additional obligations, required to remain a member of the association;
• When a member has not paid its membership fees within the month following a formal notice sent by registered letter;
• In the event of dissolution, bankruptcy or incapacity of the member.
  
  

Depending on the gravity of the case, members may be suspended or excluded from the association, in particular:

• In the event of non-compliance with the articles of association, the internal rules and the (sectoral) codes of conduct;
• When obligations are not complied with and the association or the sector suffers harm as a result.
  
  

The administrative body may suspend a member on justified grounds, as an urgent temporary measure, pending the next general meeting, which is competent to decide whether or not membership is terminated.

Any possible exclusion of a member must be mentioned in the notice convening the general meeting. The member concerned is invited by registered letter to the general meeting, where it may present its defence.

Except in the event of automatic termination of membership, exclusion may be pronounced only after a decision of the general meeting, in compliance with the legal conditions of attendance and majority.

The decision to exclude must be reasoned.

The exclusion is notified to the excluded member by registered letter.

Art. 9. Consequences of termination of membership

Upon termination of membership, the association may claim recovery of the membership fees due, as well as the membership fee for the current year.

A resigning, suspended or excluded member loses its rights to the advantages associated with the association. In such a case, it is prohibited from referring to its membership of the association and from using the documents or logos of the association.

Art. 10. Members’ contributions

The annual membership fee, for year x, consists of a fixed amount and a variable amount. The variable amount is obtained by multiplying a flat-rate amount set per service voucher by the number of services provided or service vouchers used by the member during the previous year, that is, year x-1. To this end, each member must communicate, by 28 February at the latest, the number of service vouchers of the previous year in order to allow the determination of its annual membership fee. New members who join during the year, after 28 February, must indicate this number in their application.

The fixed amount and the flat-rate amount per service voucher are set by the general meeting. The fixed amount and the flat-rate amount per service voucher are indexed to the consumer price index.

The membership fee may in no case exceed 400,000 euros per member.

TITLE 3. – THE GENERAL MEETING

Art. 11. Composition and chairmanship

The general meeting is composed of all members. Only members have the right to vote.

The general meeting is chaired by the chairperson. The general director and, where applicable, a secretary and tellers may assist the chairperson in conducting the proceedings of the meeting.

Art. 12. Powers

The general meeting exercises the powers that the law attributes to it exclusively, as well as the powers provided for in these articles of association. Its powers include, in particular:

• The approval and amendment of the articles of association and of the other internal rules;
• The appointment and removal of the chairperson and the directors;
• The appointment and removal of the auditor and the setting of the auditor’s remuneration;
• The discharge of the directors and the auditor, as well as, where applicable, the bringing of a corporate action against the directors and/or the auditor;
• The approval of the annual accounts and the budget;
• The dissolution of the association;
• The exclusion of a member;
• The making or acceptance of a gratuitous contribution of an aggregate of assets and liabilities (universality);
• All other powers reserved to the general meeting by law, these articles of association or the internal rules;
  
  

Art. 13. Convocation

The administrative body convenes the general meeting in the cases provided for by law and whenever it deems it necessary. The statutory general meeting must be convened at least once a year, at the latest within three months of the close of the financial year.

An extraordinary general meeting must also be convened if at least one fifth of the members so request by reasoned petition. In that case, the administrative body convenes the general meeting, through the chairperson, within 21 days of the request for convocation, and the general meeting is held at the latest on the 40th day following that request.

The members, the directors and the auditor are convened by e-mail at least 15 calendar days before the general meeting. The agenda is attached to the notice of convocation, together with at least the documents that, in accordance with the law, must be submitted to the meeting.

The administrative body sets the agenda. Any proposal signed by at least five members is also placed on the agenda of the meeting. Such proposals must be sent to the administrative body at the latest 10 calendar days before the meeting.

Art. 14. Participation

Every member has the right to attend and participate in the meeting, either in person, or through a mandated representative designated within the undertaking, or through any proxy holder of its choice, provided that the latter is itself a member.

In order to be admitted to the general meeting, members must register with the association by e-mail at least five calendar days before the meeting.

A member may not hold more than two proxies. Proxies must reach the association by e-mail at least five calendar days before the general meeting.

Art. 15. Attendance quorum and decision-making

Unless the law or the articles of association expressly provide otherwise, the general meeting decides by simple majority of votes, regardless of the number of members present or represented. All members present or represented have an equal right to vote. Each has one vote. When calculating majorities, abstentions are not taken into account.

The amendment of the articles of association and the dissolution of the association may be validly decided only by a majority of at least two thirds of the members present and represented, at a statutory general meeting specially convened for that purpose, composed of at least two thirds of the members. If, at the first meeting, the required number of members present or represented is not reached for the amendment of the articles of association or for the dissolution, a second statutory general meeting is convened with the same agenda. The vote may then take place regardless of the number of members present or represented, by a two-thirds majority of votes. The second meeting may be held only after a period of 15 days following the first meeting.

Where the amendment of the articles of association concerns the purpose of the association, it may be adopted only in compliance with the rules applicable to the amendment of the articles of association with regard to quorum, and by a majority of four fifths of the votes of the members present or represented.

Acts amending the articles of association or voluntarily dissolving the association take effect only after their filing and publication in the annexes to the Belgian Official Gazette.

Art. 16. Minutes

The decisions of the general meeting are binding on all members of the association, including absent members and those who voted against.

The minutes, including the decisions of the meeting, are recorded in a register kept for that purpose, signed at least by the chairperson, and added to the internal file of the association.

This register is kept at the registered office of the association, or at any other known location, and may be consulted there. Third parties are informed of the decisions in accordance with the procedures provided for by law.

Members are informed of the decisions within 30 days by sending a copy of the minutes.

TITLE 4. – THE ADMINISTRATIVE BODY

Art. 17. Composition

The association is administered by an administrative body composed of a maximum of 15 directors, including the chairperson and the vice-chairperson. This body is made up of a combination of guaranteed mandates, allocated on the basis of financial contribution, and elected mandates, allocated on the basis of representativeness.

17.1. Guaranteed mandates

Undertakings that assume a substantial share of the financing benefit from a mandate as of right.

• Criterion: undertakings representing at least 12% of the total membership fees of the members.
• Economic weight: this group of directors collectively represents 50% of the economic weight within the administrative body. The individual economic weight is obtained by dividing this total economic weight, namely 50%, by the number of members falling within this category.
  
  

17.2. Elected mandates

The other mandates are filled by election, except during the transitional period referred to in point 17.3. Any member that does not hold a guaranteed mandate may stand as a candidate for an elected mandate.

During the election, a distribution that is as balanced as possible by region and by size of undertaking is sought: S = fewer than 500,000 hours worked/year, M = between 500,000 and 2,000,000 hours worked, L = more than 2,000,000 hours worked/year.

• The following distribution is sought per category S, M and L:
• Flanders: 2 directors
• Brussels: 1 director
• Wallonia: 1 director

That is, a total of 3 categories x 4 directors = 12 mandates.

• Number: a maximum of 15 mandates, reduced by the number of guaranteed mandates, and subject to the application of Article 17.3.
• Economic weight: this group collectively represents the remaining 50% of the economic weight within the Board of Directors, according to a pro rata distribution among the members. The individual economic weight is obtained by dividing the total economic weight, namely 50%, by the number of members falling within this category.
  
  

17.3. Transitional regime for the years 2026 and 2027

The members that pre-financed the transition with a view to the creation of the association at the beginning of 2026 hold, as of right, a mandate within the administrative body during the years 2026 and 2027, and constitute a first administrative body.

The Board of Directors will be completed during the following phases until it reaches a maximum of 15 directors, taking into account, as far as possible, the aforementioned objective of a balanced distribution.

The aforementioned mechanisms relating to economic weight also apply to the composition of the administrative body under this transitional regime.

Art. 18. Appointment

To be appointed as a director, the following conditions must be met:

• Be the representative of an undertaking or group of undertakings that is a member of the association and that meets all the conditions associated with membership.
  
  

The undertaking or group may designate another representative, or proxy holder, to sit as a director within the administrative body without losing its seat within that body. Ratification of this replacement at the next general meeting is sufficient.

The loss of membership of the association entails, as of right, the termination of the mandate of its representative as director.

• The principle of “one mandate per undertaking or group of undertakings” is strict. If, following a merger or acquisition, two directors in office belong to the same legal group, there is an incompatibility.
• The rule: the undertaking or group may retain only one mandate within the Board of Directors. The undertaking or group indicates, within a period of one month, which mandate it retains. The other mandate immediately becomes vacant and is made available again in order to be filled by another member, taking into account the matrix – category and region – of the mandate that has become vacant.
  
  

For the description of the notion of “undertaking or group of undertakings” in this article, reference is made to the definition of affiliated undertakings set out in Article 1:20 of the Code of Companies and Associations, which serves as a reference.

After the transitional period, and for the first time in 2028, the administrative body will be renewed every three years. Upon this renewal, the mandate of each new director automatically entails the end of the mandate of the director it replaces.

The directors are appointed by the general meeting for a renewable three-year mandate. In the event of an interim election, the duration of the mandate is limited to the remaining period of the mandate that has become vacant.

The appointment is made by the general meeting by simple majority of the votes cast. Any mandate may be revoked at any time by the general meeting by the same majority.

The administrative body may, for the examination of certain matters, call upon experts with an advisory vote.

Where the mandate of director, linked to an undertaking or a group, becomes vacant before its term, the remaining directors may co-opt a new director representing that undertaking or group. The following general meeting must confirm the mandate of the co-opted director. In the event of confirmation, the co-opted director completes the mandate of its predecessor. Failing confirmation, the mandate of the co-opted director ends at the close of the general meeting, without this affecting the validity of the composition of the administrative body up to that moment.

Art. 19. Chairperson

The administrative body is chaired by the chairperson. The mandate of the chairperson has a duration of two years and is renewable twice.

The mandate of chairperson is allocated alternately to a Dutch-speaking candidate and a French-speaking candidate, provided that candidates are available within both linguistic groups. Within the framework of this alternation, care is taken, as far as possible, to ensure that candidates from the Flemish, Walloon and Brussels-Capital Regions succeed one another in such a way as to ensure fair representation.

The nomination of candidates for the chairmanship is made in writing, by at least five directors, at the latest 14 days before the general meeting.

The chairperson of the association ensures compliance with and application of the articles of association, the internal rules and the decisions of the general meeting. The chairperson maintains order and takes all measures necessary for the execution of the decisions of the association. The chairperson signs all acts, decisions and deliberations.

Art. 20. Powers

The administrative body has the most extensive powers that are not expressly attributed to the general meeting by law, these articles of association or the internal rules.

The administrative body designates the persons proposed in the name of the association to sit as full and alternate members within the joint (paritaire) bodies.

The administrative body establishes and coordinates the day-to-day functioning of any strategic and regional committees.

The directors do not incur any personal obligation in relation to the commitments of the association. They are responsible only for the performance of the mandate entrusted to them.

Art. 21. Convocation

The administrative body is convened when the interest of the association so requires. The administrative body may also be convened if at least one fifth of the directors make a reasoned request to that effect to the chairperson.

The chairperson convenes the administrative body by e-mail. The notice of convocation is sent at least eight calendar days before the date set for the meeting. In exceptional circumstances, the notice of convocation is sent at least 24 hours before the time of the meeting of the administrative body.

The notice of convocation states the date, time and place of the meeting of the administrative body, as well as the agenda and the available information relating to the items on the agenda.

In case of urgency, any proposed decision presented by one of the members present is added to the agenda. This item may be dealt with only insofar as the necessary information is attached to the proposal.

Art. 22. Quorum and voting

The administrative body may validly deliberate only if at least two thirds of the directors entitled to vote are present or represented by a proxy holder designated within the undertaking or group. If the administrative body cannot validly sit, a new meeting is convened within a period of 15 calendar days. For this new meeting, no attendance quorum is required, provided that the agenda has not been amended.

Within the administrative body, consensus is sought first. Where necessary and as far as possible, an item on which no consensus can be reached is postponed to the following meeting.

If no consensus is reached and an item cannot be postponed, the decision is put to a vote within the administrative body. Voting by proxy to another director is not permitted. The decisions of the administrative body are adopted by a double qualified majority.

A decision is adopted if the following two conditions are met simultaneously:

1. A numerical majority of at least 60% of the votes. Each director has one vote;
2. A weighted majority of at least 60% of the economic weight of the undertakings represented by the directors. The votes are weighted according to the 50/50 distribution between the two groups of mandates, as defined in Articles 17.1 and 17.2.
   
   

Art. 23. Minutes

The decisions are recorded in the minutes. The minutes form part of the internal file of the association. They are signed by the chairperson.

The directors are informed of the decisions by sending a copy of the minutes within 30 calendar days.

Third parties are informed of the decisions in accordance with the procedures provided for by law. The copies intended for third parties are signed by one or more members of the administrative body empowered to represent the association.

Art. 24. Functioning

Meetings are held, in principle, in the physical presence of the directors. If the notice of convocation so mentions, the meeting may be organised by digital means. In that case, an electronic means of communication is used that allows all directors to participate directly, simultaneously and without interruption in the deliberations and the vote.

The directors exercise their mandate free of charge.

Art. 25. Conflict of interest

When a decision must be taken and a director has a direct or indirect interest of a financial nature that conflicts with the interest of the association, the director concerned must report this to the administrative body before a decision is taken. The director’s declaration and the nature of the interest are recorded in the minutes of the meeting.

A director in a situation of conflict of interest may not participate in the deliberations or in the vote on that decision. If the majority of the directors present or represented are in a situation of conflict of interest, the decision is submitted to the general meeting. If the general meeting approves the decision, the administrative body may proceed with its execution.

Art. 26. End of mandate

Upon expiry of the mandate, it ends as of right.

Any director may resign from its mandate as director at any time. The resignation is notified in writing to the chairperson of the administrative body. It takes effect on the day of its notification.

The mandate of director ends automatically in the following circumstances:

• In the event of revocation by the general meeting;
• In the event of the death of the director;
• When a director loses the capacity by virtue of which it sits within the administrative body;
• When a director has been absent at three consecutive meetings of the administrative body without prior notification or without representation by a proxy holder within the undertaking or group.
  
  

TITLE 5. – DAY-TO-DAY MANAGEMENT

Art. 27. Day-to-day management

The day-to-day management of the association, as well as the power of external representation relating to this day-to-day management, are entrusted to a general director. The general director is appointed by the administrative body. The job description, the division of tasks and the other relevant arrangements are set out in a separate decision.

The general director is responsible for the day-to-day management of the association, for the direction and administration of its activities, as well as for the performance of all other tasks that these articles of association or the internal rules attribute to the general director, or that are entrusted to the general director by the administrative body.

The Board of Directors may also set up a steering committee responsible for preparing decision-making and for monitoring the day-to-day functioning.

TITLE 6. – REPRESENTATION

Art. 28. Formal representation

Without prejudice to the general power of representation of the administrative body acting as a collegial body, the association is represented in and out of court by the chairperson and, in the event of the chairperson’s impediment, by two directors acting jointly. In addition, the administrative body may designate special proxy holders.

In order to be valid, all acts that bind the federation and that do not fall within the scope of day-to-day management must, unless under special mandate, be signed by the chairperson and, in the event of the chairperson’s impediment, by two directors.

TITLE 7. – FINANCES, BUDGET AND ANNUAL ACCOUNTS

Art. 29. Finances

The assets of the association comprise all movable and immovable property that it has acquired for valuable consideration or free of charge and that the law allows it to own.

The funds of the association are deposited in a bank or postal account in its name. The association may in no case acquire shares or stakes in commercial companies.

The financial year of the association runs from 1 January to 31 December inclusive. The accounts are kept in accordance with the applicable legal provisions.

At the annual statutory general meeting, which is held at the latest on the last day of the month of March, the administrative body renders account of all the operations of the past year and submits for approval the annual accounts of income and expenditure, as well as the accounts relating to the operations carried out by the association. These accounts are drawn up in accordance with the legally prescribed model. During this meeting, the budget for the current year is also adopted.

After the approval of the annual accounts, the general meeting decides by separate vote on the discharge to be given to the directors and the auditor. This discharge is valid only if the actual situation of the association is not concealed by any omission or false statement in the annual accounts.

The proposed annual accounts are made available to the members for fifteen days before the statutory general meeting. After approval, the accounts are filed in the file of the association.

If no auditor is appointed, all members may consult, at the registered office of the association or at the place designated for that purpose, all accounting documents as well as all minutes and decisions of the general meeting, of the administrative body and of the persons who hold a mandate within the association or on its behalf, whether or not they hold a management position.

To this end, it is sufficient to send a written request to the chairperson of the administrative body in order to agree on a date and time for the consultation of the documents and records.

In the event of dissolution of the association, the property and assets of the dissolved association are allocated to a determined purpose. The allocation of the assets is set by the general meeting.

The general meeting that pronounces the dissolution appoints the liquidators, determines their powers and sets, where applicable, their remuneration.

TITLE 8. – FINAL PROVISIONS

Art. 30. Final provisions

The administrative body will examine the possibilities of settling, either through mediation or through arbitration, any dispute concerning the association.

Any member, director, general director or deputy, auditor or liquidator not domiciled in Belgium must elect domicile in the region where the association was incorporated for all matters relating to the application of the articles of association. In the absence of an election of domicile duly notified to the association, they are deemed to have elected domicile, for the entire duration of their mandate, at the registered office of the association, where all summonses and notifications concerning the affairs of the association, as well as liability relating to its administration and supervision, will be addressed to them.

The association is subject to the provisions of the Code of Companies and Associations for all matters that are not expressly governed by these articles of association.

The articles of association were approved at the constitutive meeting held by digital means on 13 May 2026.

At that same meeting, it was decided to appoint the following legal entities as the first directors of DOMIVA ASBL:

• Comforthome BV, whose designated representative within the administrative body is Ingrid De Potter, having elected domicile at De Lannoylei 5, 2930 Brasschaat;
• TRIXXO DC BV, whose designated representative within the administrative body is Louise Arimont, having elected domicile at Industrielaan 32, 3730 Bilzen-Hoeselt;
• Tempo-Team @ Home NV, whose designated representative within the administrative body is Philippe Melis, having elected domicile at Het Houtem 20, 1650 Beersel;
• PROMAN Agilitas NV, whose designated representative within the administrative body is Benjamin Tegenbos, having elected domicile at Stationsstraat 120, 2800 Mechelen;
• Diensten-aan-Huis NV, whose designated representative within the administrative body is Nico Daenens, having elected domicile at Baron Ruzettelaan 182, 8310 Bruges;
• Helan Huishoudhulp vzw, whose designated representative within the administrative body is Tanja Bauwens, having elected domicile at Biezestraat 18, 9850 Merendree;
• Transformics NV, whose designated representative within the administrative body is Johnny Smets, having elected domicile at Diestersesteenweg 56, 3583 Beringen;
• Start People Services NV, whose designated representative within the administrative body is Liesbet Everaert, having elected domicile at Frankrijklei 101, 2000 Antwerp;
• HCservices BV, whose designated representative within the administrative body is Nathalie Hamtiaux, having elected domicile at rue René Copette 14, 5020 Vedrin.