European Cooperative Society

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A European Cooperative Society (SCE) is a type of cooperative company that can be formed in the European Economic Area (EEA), i.e. in the Member States of the European Union (EU), Iceland, Liechtenstein and Norway.

The main purpose of an SCE is to:

  • satisfy the needs and/or promote the development of its members' economic and/or corporate activities, most notably through the signature of agreements between its members for the supply of goods or services, or the performance of works, as part of the activities undertaken or commissioned by the SCE; and/or
  • fulfil its members' needs by promoting, without preference, their involvement in economic activities in one or several SCEs and/or national cooperatives. An SCE may conduct its activities through a subsidiary.

An SCE is a legal person and is a company whose subscribed capital is divided into shares.

In an SCE, the number of members and the amount of capital are variable.

At the time of incorporation, and unless specified otherwise in the SCE's articles of association, no member may be liable for more than the amount of the capital that they have subscribed. When the SCE members' liability is limited, the name of the SCE must be followed by the abbreviation 'Ltd.'

Who is concerned

Different ways of setting up an SCE

An SCE may be incorporated by:

  • at least 5 natural and/or legal persons:
    • residing in at least 2 EEA countries;
    • under the law of an EU country;
    • governed by the law of at least 2 EU countries;
  • merging several cooperatives incorporated under the law of an EU country, and having their registered offices and head office in said EU country, if at least 2 of the cooperatives are governed by the laws of different EU countries;
  • converting a cooperative incorporated under the law of an EU country, and having its registered office and head office in the EEA, if it has had an establishment or subsidiary governed by the law of another EU country for at least 2 years.

Incorporation by merger

An SCE may be incorporated by way of a merger:

  • by acquisition;
  • by incorporation of a new legal person.

Depending on the case, the merger proposal is drawn up by the board of directors or the management board. The merger proposal – mentioning each of the cooperatives involved in the merger – must be published in the Electronic Compendium of Companies and Associations (Recueil électronique des sociétés et associations – RESA), and in the national gazettes of the other Member States concerned, at least one month before the date of the general meeting.

A review of the legality of the merger is performed by the notary charged with drawing up the formal documents, who also issues a certificate attesting to the completion of all pre-merger formalities.

The merger must be disclosed by each of the cooperatives being merged, in accordance with the same rules that apply for mergers of public limited companies.

Converting a cooperative into a European Cooperative Society

When a cooperative is converted into an SCE, the cooperative is not dissolved, nor is a new legal person created.

The registered office cannot be transferred from one Member State to another as part of the conversion.

The proposal to convert a cooperative into an SCE is drawn up by the management organ.

The conversion proposal must be published in the Electronic Compendium of Companies and Associations.

The conditions concerning the exchange ratio of shares in the subscribed capital, and the amount of the balance, must be certified by one or more independent experts. These experts must be statutory auditors appointed by the management organ from among the members of the Luxembourg Institute of Registered Auditors (Institut des réviseurs d’entreprises).

Costs

Setting up an SCE entails certain costs, including:

  • the cost of publication in the Trade and Companies Register (Registre de commerce et des sociétés – RCS);
  • notary fees;
  • any costs related to the issuance of administrative permits.

How to proceed

Setting up the SCE

Setting up an SCE is governed by the law that applies to cooperatives and by Council Regulation (EC) No. 1435/2003 of 22 July 2003 on the Statute for a European Cooperative Society.

SCEs must be incorporated before a notary in the same conditions that apply for the incorporation of public limited companies (société anonyme - SA).

The incorporation of an SCE must published in the Official Journal of the European Union.

SCEs whose registered offices are located in Luxembourg must be registered with the RCS in Luxembourg. The law applicable to public limited companies regarding the publication of legal instruments and other details also applies to SCEs.

The SCE acquires legal personality on the day it is registered with the RCS.

One condition governing the admissibility of the registration is the social aspect of worker involvement. This issue must be resolved before the SCE can be validly incorporated.

Articles of association

The drafting of articles of association is mandatory.

The articles of association of the SCE must be drawn up by the founding members in accordance with the provisions governing the incorporation of cooperatives.

The articles of association of the SCE must contain at least:

  • the company name preceded or followed by the acronym 'SCE' and, where applicable, the words 'à responsabilité limitée';
  • a statement of the SCE's purpose;
  • the names of the natural persons and the companies who are the founding members of the SCE, as well as the purposes and registered offices of the legal persons;
  • the address of the SCE's registered office;
  • the terms and conditions governing the admission, exclusion and withdrawal of members;
  • the members' rights and duties and, where applicable, the different categories of members and the rights and duties attached to each category;
  • the nominal value of the subscribed shares, the amount of the subscribed capital, and a statement on the variability of the capital;
  • specific rules on how surpluses are to be allocated to the legal reserve, where applicable;
  • the powers and responsibilities of the members of the company's organs;
  • the terms and conditions governing members' appointment to and dismissal from the company's organs;
  • the rules governing majority and quorum;
  • the duration of the company, if the company is incorporated for a fixed terms.

Minimum capital

The minimum amount of capital required to form an SCE is EUR 30,000.

The articles of association must set an amount below which the subscribed capital may not be allowed to fall as a result of repurchasing shares held by members who leave the SCE. This amount may not be less than EUR 30,000.

The capital may be:

  • increased through successive payments by members, or the admission of new members; and
  • reduced through full or partial refunds of members' contributions, provided that the capital does not fall below EUR 30,000.

Variations in the amount of the capital do not require amending the articles of association or disclosure.

An SCE's subscribed capital amounts to the total value of its members' shares, expressed in euro. SCEs can issue several classes of shares.

The articles of association may provide that different classes of shares carry different entitlements to profit distributions. All the shares in a given class carry the same entitlements.

All shares must be registered. The nominal value of shares in the same class must be specified in the articles of association and must be identical.

Transfer of the registered office

The SCE's registered office must be located in the EEA, in the same Member State as its head office.

If only the head office is located in Luxembourg, the Public Prosecutor must immediately inform the Member State where the SCE's registered office is located.

The transfer of an SCE's registered office must be established in an authenticated instrument.

A transfer proposal must be drawn up by the SCE's board of directors or management board. The proposal must be published in the Electronic Compendium of Companies and Associations. The transfer proposal must:

  • mention the company name of the current SCE, the address of its registered office, and its current registration number; and
  • include:
    • the proposed registered address of the SCE;
    • the proposed articles of association for the SCE, including, where applicable, its new company name;
    • a timetable for the transfer;
    • any consequences that the transfer may have on worker involvement in the SCE;
    • any rights whose purpose is to protect the members, creditors and holders of other rights.

The board of directors or the management board must produce a report explaining and justifying:

  • the legal and economic aspects of the transfer; and
  • the consequences of the transfer in terms of employment; and
  • the consequences of the transfer for the SCE's members, creditors and employees and holders of other rights.

The notary charged with drawing up the formal documents must issue a certificate attesting to the completion of all pre-transfer formalities.

The deregistration of the former SCE from the RCS further to the transfer abroad of its registered office must be published in the Electronic Compendium of Companies and Associations.

If an SCE's registered office is transferred to Luxembourg, the SCE can only be registered with the RCS if a certificate issued by the competent authority in the Member State where the SCE's registered office was previously located, attesting to the completion of all pre-transfer formalities, is produced.

Liability

The SCE is bound by the actions undertaken by the organs vested with the power to represent it – even if such actions overstep its corporate purpose – unless it can be proven that the third party involved knew, or could not have been unaware of the fact that such actions overstepped the corporate purpose, given the circumstances, bearing in mind that the publication of the SCE's articles of association does not, in itself, constitute sufficient proof.

Structure

Depending on the option provided for in its articles of association, an SCE must have:

  • a general meeting that meets once a year at least 6 months before the close of the financial year; and
  • either a supervisory organ and a management organ (two-tier system), or an administrative organ (one-tier system).

Like an SA, an SCE can choose one of the following management structures:

  • one-tier system: a board of directors that manages the company. It can delegate the day-to-day management of the SCE to one or more administrators, directors, managers or agents – who may or may not be partners – acting alone or jointly. The minimum number of administrators is 3;
  • two-tier system:
    • a management board comprising one or more members, who manage the SCE. It can delegate the day-to-day management of the SCE to one or more administrators, directors, managers or agents; and
    • a supervisory board, composed of at least 3 members, which supervises the management of the SCE.

Taxation

SCEs are governed par the same tax regime as any other multinational company and, as such, are taxable in those countries where they are permanently located.

Dissolution, liquidation, insolvency and cessation of payments

An SCE can be dissolved by:

  • decision of the general meeting, especially when the capital is less than the minimum amount;
  • decision of the court, e.g. if the registered office has been transferred outside of the EEA.

In the event of liquidation, insolvency or cessation of payments, the SCE is subject to the legal provisions that apply to cooperative companies.

The district court that hears commercial matters may, at the Public Prosecutor's request, order the dissolution and liquidation of an SCE whose registered office is in Luxembourg, even though its head office is not.

Converting an SCE into a cooperative company

The conversion proposal must be drawn up by the management organ. The proposal must be published in the Electronic Compendium of Companies and Associations.

The conversion must be approved by the general meeting of the SCE.

Mandatory particulars in all acts

All instruments, invoices, announcements, disclosures, letters, purchase orders and other documents issued by the SCE must mention:

  • the company name;
  • the wording 'European Cooperative Society' in full, or the acronym 'SCE', reproduced legibly, and appearing immediately before or after the company name;
  • the exact address of the registered office;
  • the wording 'Registre de commerce et des sociétés, Luxembourg' (Trade and Companies Register, Luxembourg) or the wording 'R.C.S. Luxembourg' followed by the registration number.

Employee involvement

Provisions addressing employee involvement – notification, consultation and participation – must be listed for each SCE.

Who to contact

House of Entrepreneurship

Chamber of Skilled Trades and Crafts

2 of 7 bodies shown

Related procedures and links

Procedures

Links

Legal references

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