Questions about some Belgian company's legal status
  • Paladin of the Pegasos
    Paladin of the Pegasos
    redrumloa
    Posts: 1235 from 2003/4/13
    Source

    The source won't allow cut-n-paste.
  • »27.07.18 - 05:49
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  • Yokemate of Keyboards
    Yokemate of Keyboards
    Andreas_Wolf
    Posts: 9958 from 2003/5/22
    From: Germany
    > Hyperion Bankrupt Again?

    Why "again"? The linked account is for 2015, which is the year Hyperion was declared bankrupt (and also declared non-bankrupt later). Btw, meanwhile there is also the account for 2016.
  • »27.07.18 - 09:27
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  • Paladin of the Pegasos
    Paladin of the Pegasos
    redrumloa
    Posts: 1235 from 2003/4/13
    Quote:

    Andreas_Wolf wrote:
    > Hyperion Bankrupt Again?

    Why "again"? The linked account is for 2015, which is the year Hyperion was declared bankrupt (and also declared non-bankrupt later). Btw, meanwhile there is also the account for 2016.


    The generation Amiga article is new, the linked document which I can't translate has a 2018 date. It may reference accounts from 2015, but what's the point of the document if the debt is not current debt? Does the document say the debt is paid?
  • »27.07.18 - 13:32
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  • ASiegel
    Posts: 1082 from 2003/2/15
    From: Central Europe
    As should be abundantly clear, this is not an "article". It is merely a rant written by someone who claims to use his websites to "promote Amiga and Amiga-like projects" but then proceeds to publicly vent his personal frustrations.

    The referenced company is still in existence as of today so they cannot be "bankrupt" and documents from 2015 or 2016 do not change that fact.

    Unless you have credible information to share, please do not start discussion threads like this. Thank you.
  • »27.07.18 - 14:24
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  • Order of the Butterfly
    Order of the Butterfly
    number6
    Posts: 193 from 2008/8/10
    Quote:

    redrumloa wrote:
    Quote:

    Andreas_Wolf wrote:
    > Hyperion Bankrupt Again?

    Why "again"? The linked account is for 2015, which is the year Hyperion was declared bankrupt (and also declared non-bankrupt later). Btw, meanwhile there is also the account for 2016.


    The generation Amiga article is new, the linked document which I can't translate has a 2018 date. It may reference accounts from 2015, but what's the point of the document if the debt is not current debt? Does the document say the debt is paid?



    The last documents of any significance atm are listed bottom of post:

    Source

    If you would like an interpretation of what these documents concern and what they might lead to:
    AmigaDocuments 2.5.4

    Paragraph that begins:
    Quote:

    On October 12, 2017, Hyperion had its business license revoked


    Basically everything in the AW trademark thread is irrelevant until the current matter is decided, for obvious reasons. There's no reason to debate anything else if Cloanto's motion to dismiss holds up.

    #6
  • »27.07.18 - 14:31
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  • Order of the Butterfly
    Order of the Butterfly
    KennyR
    Posts: 377 from 2003/3/4
    From: #AmigaZeux, Gu...
    In Hyperion's current state, all it would need is for a creditor to apply for dissolution, and they would truly enter bankruptcy.
  • »27.07.18 - 14:50
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  • Yokemate of Keyboards
    Yokemate of Keyboards
    takemehomegrandma
    Posts: 2524 from 2003/2/24
    @redrumloa

    The GenerationAmiga article is indeed from 15 July 2018 and the linked-to document is from 25 April 2018 (deposition date, at the top of the page).

    Anyway, here comes some translation ;-)

    Page 1: Quote:

    Annual accounts and other documents to be deposited in accordance with the Companies Code

    Identification data

    Name: Hyperion Entertainment
    Legal form: Cooperative company with limited liability

    Address: Tervurenlaan
    Nr: 34
    Postal code: 1040
    City: Etterbeek
    Country: Belgium

    Legal entity register - Commercial Court of: Brussels, The Netherlands
    Company number: BE 0466.380.552

    Date of the deposition of the deed of incorporation OR of the most recent document mentioning the date of publication of the memorandum of association and of the deed of amendment of the articles of association: 29-06-1991

    ANNUAL ACCOUNTS IN EURO approved by the Annual General Meeting of 23-03-2018

    in respect of the financial year covering the period from 31-12-2014 to 30-12-2015

    Previous financial year from 31-12-2013 to 30-12-2014

    The amounts of the previous financial year are not identical to those that were previously made public.

    Numbers of the sections of the standard model that were not deposited because they are not useful: [the list of sections]


    Page 2: Quote:

    LIST OF DIRECTORS, MANUFACTURERS AND STATUTORY AUDITORS AND DECLARATION CONCERNING ONE SUPPLEMENTARY ORDER FOR INSPECTION OR CORRECTION

    LIST OF DIRECTORS, MANAGERS AND SUPERVISORS

    COMPLETE LIST with name, first names, occupation, place of residence (address, number, postal code and municipality) and function in the company

    DE GROOTE Timothy
    Gasmetersstraat 6/A
    9990 Maldegem
    BELGIË

    Director


    MINCEA Costel
    Am pfaffenberg 23
    95173 Schönwald
    DUITSLAND

    Director


    Page 3: Quote:

    DECLARATION CONCERNING AN ADDITIONAL ORDER FOR INSPECTION OR CORRECTION

    The governing body declares that no assignment for review or correction was given to someone who is not legally entitled to do so is authorized pursuant to Articles 34 and 37 of the Law of 22 April 1999 on accounting and taxation professions.

    The annual accounts were not verified or corrected by an external auditor or by a company auditor who did not Commissioner.

    In the affirmative case, the following must be mentioned: name, first names, profession and place of residence of each external auditor or Company auditor and his membership number at his Institute, as well as the nature of his assignment:

    A. The keeping of the company's accounting *,
    B. The preparation of the annual accounts *,
    C. Verifying the annual accounts and / or
    D. Correcting the annual accounts.

    If the tasks referred to under A. or under B. have been performed by recognized accountants or by authorized accountants-tax specialists, may be mentioned below: name, first names, occupation and place of residence of each authorized accountant or recognized person accountant-tax specialist and his membership number at the Professional Institute of Accredited Bookkeepers and Tax Consultants, as well as the nature of his assignment.

    ___

    * Optional mention.


    Page 4: Quote:

    Financial Statements

    BALANCE AFTER PROFIT DISTRIBUTION

    FIXED ASSETS: 108 742 (144 589)
    Intellectual property: 108 742 (144 589)

    FLOATING ASSETS: 50 343 (42 552)
    Amounts receivable within one year: 50 343 (37 019)
    Trade receivables: 43 359 (5 657)
    Other receivables: 6 984 (31 362)
    Cash investments: 0 (0)
    Liquid assets: 0 (0)
    Accrued charges: 0 (5 533)

    TOTAL ASSETS: 159 085 (187 141)


    Page 5: Quote:

    LIABILITIES

    EQUITY: -440 133 (-400 921)

    Capital: 18 600 (18 600)
    Issued capital: 18 600 (18 600)
    Transferred profit/loss (+/-): -458 733 (-419 521)

    DEBT: 599 218 (588 062)

    Debts on more than one year: 44 513 (57 980)
    Financial debt: 44 513 (57 980)
    Credit institutions, leasing debts and similar debt: 0 (0)
    Other loans: 44 513 (57 980)

    Amounts payable within one year: 549 721 (530 083)
    financial debts: 23 937 (24 646)
    Credit institutions: 23 937 (24 646)
    Trade debts: 52 539 (9 041)
    Suppliers: 52 539 (9 041)
    Debts relating to taxes, remuneration and social security charges: 16 937 (54 714)
    Taxes: 16 937 (54 714)
    Other debts: 456 308 (441 682)

    Accrued charges: 4 984 (0)

    TOTAL OF LIABILITIES: 159 085 (187 141)




    Page 6: Quote:

    INCOME STATEMENT

    Company revenues and company expenses
    Gross margin: 17 (-18 521)
    Depreciation and write-downs formation expenses, intangible and tangible fixed assets: 35 847 (40 977)
    Other operating costs: 1 755 (1 128)

    Operating profit (loss) (+/-): -37 585 (-60 626)

    Financial income: 1 (1)
    Recurrent financial income: 1 (1)

    Financial costs: 1 628 (4 475)
    Recurrent financial costs: 1 628 (4 475)

    Profit (loss) of the financial year before tax: -39 212 (-65 099)

    Taxes on the result: 0 (3 168)

    Profit (loss) of the financial year (+/-): -39 212 (-68 267)

    Profit (loss) of the financial year to be allocated (+/-): -39 212 (-68 267)


    Page 7: Quote:

    RESULT PROCESSING

    Profit (loss) to be appropriated (+/-): -458 733 (-419 521)
    Profit (loss) of the financial year to be allocated: -39 212 (-68 267)
    Profit (loss) carried forward from the previous financial year: -419 521 (-351 254)

    Profit (loss) to be transferred: -458 733 (-419 521)


    Page 8: Quote:

    EXPLANATION
    STATEMENT OF FIXED ASSETS

    Intellectual property
    Acquisition value at the end of the financial year: 144 589
    Depreciation and write-downs at the end of the financial year: 35 847
    NET BOOK VALUE AT THE END OF THE PERIOD: 108 742
    MorphOS is Amiga done right! :-)
    MorphOS NG will be AROS done right! :-)
  • »27.07.18 - 15:59
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  • Paladin of the Pegasos
    Paladin of the Pegasos
    TheMagicM
    Posts: 1138 from 2003/6/17
    lol
  • »27.07.18 - 16:35
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  • Yokemate of Keyboards
    Yokemate of Keyboards
    takemehomegrandma
    Posts: 2524 from 2003/2/24
    Quote:

    KennyR wrote:
    In Hyperion's current state, all it would need is for a creditor to apply for dissolution, and they would truly enter bankruptcy.


    Indeed!

    And this is what the "Generation Amiga" article is saying. Just look at those numbers from 2015/2016 operations! :-o

    The numbers show that Hyperion has virtually no income whatsoever, it bleeds like a pig every year! 460,000 EUR in accumulated loss in 2015, and counting! :-o This is made possible only through 456,000 EUR in short-term "other debts" (I read this as "out of the pocket of the owners"), 24,000 EUR in short-term loans from credit institutions and owing "suppliers" 52,500 EUR. A whopping 600,000 EUR in debt, which increased from the previous year, and most certainly has continued to increase since then! Because the business couldn't possibly have improved for Hyperion, even less sales of OS4 and a magnitude more legal fees!

    No income, no assets worth mentioning, an operational loss running completely wild funded solely by 600,000 EUR loans! And again, this was back in 2015, in 2016 the loss had accumulated to 500,000 EUR, and Hyperion has had a few years with exploding legal activities since then!

    And add to this:

    1) These reports has not been audited by an external entity (page 3), the numbers are entirely what Hyperion wrote up themselves and sent in to the authorities.
    2) The sums reported for 2014 in this 2015 report does not match what they reported about 2014 in previous reports. (page 1)
    3) There are signs of fraudulent behavior in Hyperion: "The same discussion threads [239] also mentioned a tale of forgeries, blackmail and secret contracts. (So far, I received confirmation of different aspects of the story from a Hyperion partner and from a third-party, and I could listen to an audio sample where two parties involved cited the alleged forgery and how this allegedly led to a conspiracy to defraud some Hyperion creditors and partners, but not others, of future revenues.)"
    4) They have failed to file these kind of reports for a long time, and the total picture is far from complete even now as we speak! That's not a good sign at all! It would be interesting to see the results of an external audit in Hyperion! ;-)

    The "bankruptcy" is indeed strong with this one... :lol:

    ;-)



    [ Edited by takemehomegrandma 27.07.2018 - 18:01 ]
    MorphOS is Amiga done right! :-)
    MorphOS NG will be AROS done right! :-)
  • »27.07.18 - 16:40
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  • Paladin of the Pegasos
    Paladin of the Pegasos
    redrumloa
    Posts: 1235 from 2003/4/13
    Thanks to number6 for confirming that "some Belgian company" is not currently a legally operating business, and thanks to takemehomegrandma for proving translation to the documentation regarding said business showing it is indeed new information.

    i personally find following "some Belgian company" to be relevant considering it the the brand licensor to MorphOS hardware partner A-Eonkit. I used the term bankrupt as here in the states it is often used commonly outside of it's strict legal definition. Maybe "insolvent former business" would have been better wording than "bankrupt".

    [ Edited by redrumloa 27.07.2018 - 11:48 ]
  • »27.07.18 - 16:47
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  • Order of the Butterfly
    Order of the Butterfly
    KennyR
    Posts: 377 from 2003/3/4
    From: #AmigaZeux, Gu...
    As far as I'm concerned, the argument isn't that Hyperion WILL go bankrupt, but what the endgame is. Clearly Ben enjoys his legal games.

    Rumours of sales of OS4 in violation the company suspension via a private Paypal account. (Which I deeply hope are untrue, as this may result in actual jail time for those involved.)

    Giving away "free copies" of OS4 with AmigaFuture. Another attempt to circumvent the company suspension, or to make OS4 look better to a new buyer, or simply quietly plug in holes in the books? Who knows.

    Now the claims from Ben that Hyperion are a limited liability company and not a CVBA, so the directors (or possibly just him) can escape any personal debt and leaving the liquidators with nothing but ashes. I swear sometimes it seems the guy thinks he can just walk away with the IP and leave everyone else with debt.

    Ah well. It's not as if we ever tired of warning the OS4 guys what they were getting into, and it's not as if they ever listened...
  • »27.07.18 - 17:22
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  • Yokemate of Keyboards
    Yokemate of Keyboards
    takemehomegrandma
    Posts: 2524 from 2003/2/24
    Quote:

    KennyR wrote:

    as this may result in actual jail time for those involved.


    Maybe a simple thing as an audit could render jail time in this case. As said above, there are a couple of circumstantial signs of things not being quite in order.

    Quote:

    I swear sometimes it seems the guy thinks he can just walk away with the IP and leave everyone else with debt.


    But what IP really? What does Hyperion really own that he could walk away with?
    MorphOS is Amiga done right! :-)
    MorphOS NG will be AROS done right! :-)
  • »27.07.18 - 17:30
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  • Paladin of the Pegasos
    Paladin of the Pegasos
    redrumloa
    Posts: 1235 from 2003/4/13
    Quote:

    But what IP really? What does Hyperion really own that he could walk away with?



    It's a shame really that it has been mismanaged so terribly. Not counting the ones who wished their own customers would "die in fire" and such, I'm sure there have been some genuine people working on that IP who had good intentions.
  • »27.07.18 - 17:54
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  • Yokemate of Keyboards
    Yokemate of Keyboards
    Andreas_Wolf
    Posts: 9958 from 2003/5/22
    From: Germany
    > The generation Amiga article is new, the linked document [...] has a 2018 date.

    Both irrelevant for what I wrote.

    > It may reference accounts from 2015

    Yes, it is Hyperion's annual account for 2015, so doesn't say anything about what happened after 2015, let alone current status. If the 2015 account revealed Hyperion having been bankrupt in 2015, it wouldn't be a *new* bankruptcy, because Hyperion was already declared insolvent in 2015 (and non-insolvent) two months later.

    > what's the point of the document if the debt is not current debt?

    You don't seem to get the concept of annual accounts.

    > Does the document say the debt is paid?

    No, it doesn't say anything about what happened after 2015. To know what happened after 2015, have a look into the 2016 account filed two days after the 2015 account and linked to by me in comment #2.
  • »27.07.18 - 23:23
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  • Yokemate of Keyboards
    Yokemate of Keyboards
    takemehomegrandma
    Posts: 2524 from 2003/2/24
    You often fall in the trap of semantics, Andreas. Like this time. Try look at the bigger picture, the meaning behind the words. Hyperion's shit is not in order, this much is obvious. They have yet to file accounts for 2009-2014 and 2017, and *this fact alone* is reasonable cause for sounding the alarm. The years leading up to 2015 meant 460,000 EUR in accumulated loss and 600,000 EUR in debt, which is a lot for a company living on selling OS4 copies in the lower hundreds every other year. Post-bankruptcy in 2015 ("oh, it was merely a clerical error") there was some restructuring and possibly another source of issued capital and/or stakeholder loans, but it has most certainly meant *even less* income from business in combination with skyrocketing legal fees, even if Ben Hermans does a lot of shit pro-bono which he of course does.
    MorphOS is Amiga done right! :-)
    MorphOS NG will be AROS done right! :-)
  • »28.07.18 - 00:06
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  • Yokemate of Keyboards
    Yokemate of Keyboards
    Andreas_Wolf
    Posts: 9958 from 2003/5/22
    From: Germany
    > You often fall in the trap of semantics, Andreas. Like this time.
    > Try look at the bigger picture, the meaning behind the words.

    You often fail to grasp what I actually wrote in reply to what I actually quoted, like this time. You then try to apply some arbitrary meaning to it that's just not there, except in your head.
    To recap for anybody who tends to intentionally or unintentionally misread what I write:

    1. An annual account filed for 2015 revealing a big debt for 2015 doesn't hint at *another* bankruptcy or insolvency of Hyperion when Hyperion was already declared insolvent in 2015. If at all, it would be the *same* insolvency.
    2. To judge Hyperion's current (2018) financial situation, it doesn't make sense to view the 2015 account when there is also the 2016 account available. 2016 is less long ago than 2015, right? And even inferring from the 2016 account may not necessarily lead to correct conclusions regarding the current (2018) situation.
    3. Implying that there's no point in filing the annual account for 2015 if the 2015 debt is not the current (2018) debt reveals a significant ignorance regarding the concept of annual accounts and the reasons for filing them.

    There's no meaning beyond these exact points in what I've written in this thread so far. You're welcome to discuss them but please abstain from putting any arbitrary meaning behind my words.
  • »29.07.18 - 21:35
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  • Yokemate of Keyboards
    Yokemate of Keyboards
    Andreas_Wolf
    Posts: 9958 from 2003/5/22
    From: Germany
    > a limited liability company [...], so the directors (or possibly just him) can escape any personal debt

    This would be the shareholders, not the directors.
  • »29.07.18 - 21:39
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  • Yokemate of Keyboards
    Yokemate of Keyboards
    Andreas_Wolf
    Posts: 9958 from 2003/5/22
    From: Germany
    >> In Hyperion's current state, all it would need is for a creditor to
    >> apply for dissolution, and they would truly enter bankruptcy.

    > this is what the "Generation Amiga" article is saying.

    No, it is not saying this.

    > Just look at those numbers from 2015/2016 operations!

    Unfortunately, the 2016 numbers are neither mentioned in nor linked from the article.

    > 600,000 EUR in debt, which [...] most certainly has continued to increase since then!

    Fortunately, that's verifyable by looking at the 2016 account :-)

    > the total picture is far from complete even now as we speak!

    Exactly.
  • »29.07.18 - 21:40
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  • Order of the Butterfly
    Order of the Butterfly
    KennyR
    Posts: 377 from 2003/3/4
    From: #AmigaZeux, Gu...
    Quote:

    Andreas_Wolf wrote:
    > a limited liability company [...], so the directors (or possibly just him) can escape any personal debt

    This would be the shareholders, not the directors.


    Which shareholders? There are only two guys in the company!
  • »29.07.18 - 21:53
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  • Yokemate of Keyboards
    Yokemate of Keyboards
    Andreas_Wolf
    Posts: 9958 from 2003/5/22
    From: Germany
    >>> a limited liability company [...], so the directors (or possibly just him) can escape any personal debt

    >> This would be the shareholders, not the directors.

    >> Which shareholders?

    The shareholders of Hyperion Entertainment CVBA. While Hyperion's share structure is not publicly known, it is a safe bet to assume that Ben Hermans is the majority shareholder (he even says so himself). Liability is with the shareholders, not with the directors (unless they possess any shares, of course).

    > There are only two guys in the company!

    There are two *directors*, who may or may not be shareholders at the same time. None of them is Ben Hermans, as you may have noticed. We went through this already:

    https://morph.zone/modules/newbb_plus/viewtopic.php?topic_id=11939&forum=3
  • »29.07.18 - 22:04
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  • Order of the Butterfly
    Order of the Butterfly
    number6
    Posts: 193 from 2008/8/10
    Quote:

    Andreas_Wolf wrote:
    >>> a limited liability company [...], so the directors (or possibly just him) can escape any personal debt

    >> This would be the shareholders, not the directors.

    >> Which shareholders?

    The shareholders of Hyperion Entertainment CVBA. While Hyperion's share structure is not publicly known, it is a safe bet to assume that Ben Hermans is the majority shareholder (he even says so himself). Liability is with the shareholders, not with the directors (unless they possess any shares, of course).

    > There are only two guys in the company!

    There are two *directors*, who may or may not be shareholders at the same time. None of them is Ben Hermans, as you may have noticed. We went through this already:

    https://morph.zone/modules/newbb_plus/viewtopic.php?topic_id=11939&forum=3


    Section 4

    Quote:

    Once a CVBA is formed and the capital is paid in, the
    shareholders bear no personal liability for the debts of, or claims against, the entity by sole
    reason of their being shareholders.


    Hope that helps.

    #6
  • »29.07.18 - 22:23
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  • Yokemate of Keyboards
    Yokemate of Keyboards
    Andreas_Wolf
    Posts: 9958 from 2003/5/22
    From: Germany
    >> Liability is with the shareholders, not with the directors

    > Section 4
    > [...] Hope that helps.

    Yes, thanks. So nobody is personally liable in a CVBA, not even the shareholders. KennyR's "CVBA" vs. "limited liability company" makes even less sense then.
  • »29.07.18 - 22:38
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  • Order of the Butterfly
    Order of the Butterfly
    KennyR
    Posts: 377 from 2003/3/4
    From: #AmigaZeux, Gu...
    Quote:

    Andreas_Wolf wrote:
    >> Liability is with the shareholders, not with the directors

    > Section 4
    > [...] Hope that helps.

    Yes, thanks. So nobody is personally liable in a CVBA, not even the shareholders. KennyR's "CVBA" vs. "limited liability company" makes even less sense then.


    At the current state, if Hyperion were to go down, Ben would lose every cent he put into it. So would the shareholders. They wouldn't be liable directly to pay the company's debts, but then I never said they would be; not that it matters, if Ben has taken out loans of his own to put into Hyperion, he ends up in debt just the same.

    You know he's just playing games to try to get at least some of his money back out of this, don't you? There's no way a company that may be in as much as a million of debt buy selling a 20 euro OS to a community of 300 people, can ever come back from that.
  • »29.07.18 - 22:57
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  • Yokemate of Keyboards
    Yokemate of Keyboards
    Andreas_Wolf
    Posts: 9958 from 2003/5/22
    From: Germany
    >> KennyR's "CVBA" vs. "limited liability company" makes even less sense then.

    > At the current state, if Hyperion were to go down, Ben would lose every cent
    > he put into it.

    Now what would be different regarding this if Hyperion was a "limited liability company" instead of a CVBA? How would that help Hermans?

    > So would the shareholders.

    ...beside the majority shareholder, which happens to be Ben Hermans.

    > You know he's just playing games to try to get at least some of his money
    > back out of this, don't you?

    It sounds plausible at least.
  • »29.07.18 - 23:19
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  • Order of the Butterfly
    Order of the Butterfly
    number6
    Posts: 193 from 2008/8/10
    Quote:

    Andreas_Wolf wrote:
    >> Liability is with the shareholders, not with the directors

    > Section 4
    > [...] Hope that helps.

    Yes, thanks. So nobody is personally liable in a CVBA, not even the shareholders. KennyR's "CVBA" vs. "limited liability company" makes even less sense then.


    To be clear. I linked to Esther's statement on who is not liable.
    I did not provide you with reference as to who is or might be.

    #6
  • »29.07.18 - 23:38
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