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Societas cooperativa Europaea

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Title: Societas cooperativa Europaea  
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Subject: Societas privata Europaea, Cooperative, Benefit corporation, Anpartsselskab, Allmennaksjeselskap
Collection: Business Models, Cooperatives, European Union Corporate Law, European Union Laws, Types of Business Entity
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Societas cooperativa Europaea

The European Cooperative Society (SCE, for Latin Societas Cooperativa Europaea) is, in company law, a European co-operative type of company, established in 2006 and related to the European Company. European Cooperative Societies may be established, and may operate, throughout the European Economic Area (including the European Community). The legal form was created to remove the need for co-operatives to establish a subsidiary in each Member State in which they operate, and to allow them to move their registered office and head office freely from one Member State to another, keeping their legal identity and without having to register or wind up any legal persons. No matter where they are established, SCEs are governed by a single EEA-wide set of rules and principles which are supplemented by the laws on co-operatives in each Member State, and other areas of law.

Contents

  • History 1
    • Early attempts 1.1
    • Legislative history 1.2
    • SCEs in practice 1.3
  • Formation 2
  • Characteristics 3
    • Membership 3.1
    • Capital 3.2
    • Principles 3.3
  • Governing law 4
    • National law on co-operatives 4.1
    • Transfer of registered office 4.2
  • See also 5
  • References 6
  • External links 7

History

Early attempts

Legislative history

SCEs in practice

Formation

Article 2(1) of the SCE Regulation[1] provides for SCEs to be formed in five ways:

  • ex novo: by five or more natural persons resident in at least two Member States
  • by a merger between at least two EEA co-operatives governed by the law of at least two different Member States;
  • by at least five natural and legal persons resident in, or governed by the law of, at least two Member States;
  • by conversion of a single EEA co-operative, if it has had an establishment or subsidiary in a different Member State for at least two years.
  • by two or more legal persons governed by the law of at least two Member States;

Characteristics

Membership

The creation of a cooperative: by 5 or more persons residing in different Member States or by legal entities established in different Member States.

Capital

Minimum capital requirement: €30,000

Principles

Governing law

The SCE is based on the law of the Community. This is in accordance with an act of European secondary law.

The EEA-wide laws governing the SCE legal form consist of two pieces of EU legislation:

  • Council Regulation (EC) No 1435/2003[1] of 22 July 2003 on the Statute for a European Cooperative Society (SCE) which established the SCE legal form.
  • Council Directive 2003/72/EC[2] of 22 July 2003 supplementing the Statute for a European Cooperative Society with regard to the involvement of employees which sets out rules about representation and involvement of employees in European Cooperative Societies.

Both of them were passed into law on 22 July 2003, and the Regulation, which established the SCE legal form, began to apply from 18 August 2006. Thus, subject to the necessary national laws being passed, SCEs could be created in Member States from 18 August 2006.

The SCE Regulation is currently under review in accordance with its art. 79. This process started more than three years ago and, among other things, involved an in-depth study, two public consultations, three conferences, and a report from the EC. The European Commission has recently announced that it does not plan to revise the SCE Regulation (as well as the SE Regulation) in the short term: Action plan: European Company Law and Corporate Governance, COM(2012) 740 final, of 12 December 2012, pag. 14.


National law on co-operatives

Transfer of registered office

See also

  • Co-operative
  • European Company Statute
  • Types of business entity
  • Catherine Cathiard and Arnaud Lecourt, “La Pratique du Droit Européen des Sociétés – Analyse comparative des structures et des fusions transfrontalières”, [Practice of European Company Law – Comparative analysis of European structures and cross-border mergers], Paris, JOLY Editions, Pratique des Affaires, 2010(available in French).
  • Catherine Cathiard, "La coopérative européenne" (the European Cooperative Society), JCP E n°1-2009 (French).

References

  1. ^ a b Council Regulation (EC) No 1435/2003 of 22 July 2003 on the Statute for a European Cooperative Society (SCE)
  2. ^ Council Directive 2003/72/EC of 22 July 2003 supplementing the Statute for a European Cooperative Society with regard to the involvement of employees

External links

  • Summaries of EU legislation > Employment and social policy > Social dialogue and employee participation > Statute for a European Cooperative Society
  • European Commission > Enterprise and Industry > Policies > Small and medium-sized enterprises (SMEs) > Promoting Entrepreneurship > Social Economy > Co-operatives
  • Cooperatives Europe: Presentation about the 'Vade-Mecum de la SCE' (French)
  • "European Cooperative Society : background - interest - first SCE" blog of Maître Catherine Cathiard, Avocat (French).
  • "La pratique du droit européen des sociétés - analyse comparative des structures et des fusions transfrontalières", JOLY Editions, 2010 (presentation of the book written by Catherine Cathiard and Arnaud Lecourt)
  • Study on the implementation of the Regulation 1435/2003 on the Statute for a European Cooperative Society (SCE): Executive Summary and Part I: Synthesis and comparative report and Part II: National Reports
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