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Statute for a European Cooperative Society
The European Union facilitates cooperatives wishing to engage in cross-border business, by making legislative provision which takes account of their specific features. It allows the creation of new cooperative enterprises by natural or legal persons at European level. It ensures the rights of information, consultation and participation of employees in a European cooperative society (SCE).
Council Regulation (EC) No 1435/2003 of 22 July 2003 on the Statute for a European Cooperative Society (SCE).
Council Directive 2003/72/EC of 22 July 2003 supplementing the Statute for a European Cooperative Society with regard to the involvement of employees.
This Regulation establishes a legal statute for a European Cooperative * Society (SCE). This statute guarantees equal terms of competition between cooperative societies and capital companies. It contributes to the development of the cross-border activities of cooperative societies.
Formation of the SCE
An SCE may be formed:
- by five or more natural and/or legal persons resident in at least two Member States of the European Economic Area (EEA), formed under the law of a Member State of the European Union (EU), and governed by the law of at least two different EU Member States;
- by a merger between cooperatives formed under the law of an EU Member State with registered offices and head offices in that Member State, provided that at least two of them are governed by the law of different Member States;
- by conversion of a cooperative formed under the law of an EU Member State, which has its registered office and head office within the EEA if the cooperative has had for at least two years an establishment or subsidiary governed by the law of another EU Member State.
A Member State may provide that a legal body the head office of which is not in the EEA may participate in the formation of an SCE provided that the legal body:
- is formed under the law of a Member State;
- has its registered office in that Member State;
- has a real and continuous link with the Member State's economy.
Capital of the SCE
The capital of an SCE shall be represented by its members' shares. It must be a minimum amount of EUR 30 000. The laws of a Member State requiring a greater subscribed capital for legal bodies carrying on certain types of activity (such as banking, insurance activities, etc.) shall apply to SCEs with registered offices in that Member State.
The general meeting is to pass a resolution each year recording the amount of the capital at the end of the financial year and the variation by reference to the preceding financial year.
If the legislation of the Member State where the registered office is located allows it, the SCE may have cooperative investor members with limited voting rights.
Statutes of the SCE
The founder members shall draw up the statutes of the SCE in accordance with the provisions for the formation of national cooperative societies. The statutes shall be in writing and signed by the founder members.
Transfer of registered office
The registered office of an SCE may be transferred to another Member State without resulting in the winding-up of the SCE or in the creation of a new legal person. The registered office, as established in the statutes, must be located within the Community and must correspond with the location of the head office.
Principle of non-discrimination
Subject to this Regulation, an SCE shall be treated in every Member State as if it were a national cooperative.
Registration and disclosure
Every SCE shall be registered in the Member State in which it has its registered office in a register designated by the law of that Member State. Notice of registration and of the deletion of such a registration shall be published for information purposes in the Official Journal of the European Union.
Structure of the SCE
The SCE structure is made up of a general meeting on the one hand, and on the other hand:
- either a management board with a supervisory board (the two-tier system);
- or an administrative board (the one-tier system), depending on which option is chosen in the SCE statutes.
At the general meeting, members have in principle an equal right to vote. Exceptions may be made in favour of large cooperative investors in certain financial cooperatives.
The management board or the administrative board, depending on the type of structure chosen, is responsible for managing the SCE and may represent it in legal proceedings and in dealings with third parties.
The statutes of the SCE shall list the categories of transactions which require authorisation. This may be granted by the supervisory organ or the general meeting to the management organ or the administrative organ.
Auditing and disclosure of accounts
As regards the drawing-up, auditing and disclosure of its annual accounts, and its consolidated accounts if any, the SCE is to be subject to the law of the State.
Winding up, liquidation, insolvency and suspension of payments
An SCE may be wound up either by:
- a decision of the general meeting, in particular where the period fixed in the rules has expired or where the subscribed capital has been reduced below the minimum capital laid down in the rules;
- or by the courts, for example where the registered office has been transferred outside the EEA.
As regards liquidation, insolvency or suspension of payments, the SCE is to be subject to the laws of the State in which it has its registered office.
Involvement of employees
The arrangements for the involvement of employees (information, consultation and participation) shall be established in every SCE.
As a general rule, a special negotiating body is set up. It brings together representatives of the legal entities' employees who participate in the formation of the SCE or its subsidaries.
This body negotiates an agreement with the competent organs of the participating legal entities in order to lay down the arrangements for the involvement of employees within the future SCE. The standard rules apply in the absence of an agreement.
However, in defining the arrangements for the involvement of employees in the SCE, the national rules of the State where the head office is located apply to SCEs established:
- exclusively by natural persons or by a single legal entity and natural persons; and
- which together employ fewer than 50 employees, or employ 50 or more employees in only one Member State.
The establishment of an SCE statute aims at encouraging the development of the internal market by facilitating the activity of this type of company at European level. With the same aim, the Council adopted Regulation (EEC) No 2137/85 relating to European Economic Interest Grouping and Regulation (EC) No 2157/2001 relating to a Statute for a European Company, and Directive 2005/56/EC on cross-border mergers of limited liability companies.
|Act||Entry into force||Deadline for transposition in the Member States||Official Journal|
Regulation (EC) No 1435/2003
OJ L 207 of 18.8.2003
OJ L 207 of 18.8.2003