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The European Cooperative Society (SCE, for
Latin Latin (, or , ) is a classical language belonging to the Italic languages, Italic branch of the Indo-European languages. Latin was originally a dialect spoken in the lower Tiber area (then known as Latium) around present-day Rome, but through ...
) is, in corporate law, a European
cooperative A cooperative (also known as co-operative, co-op, or coop) is "an autonomous association of persons united voluntarily to meet their common economic, social and cultural needs and aspirations through a jointly owned and democratically-contro ...
type of
company A company, abbreviated as co., is a legal entity representing an association of people, whether natural, legal or a mixture of both, with a specific objective. Company members share a common purpose and unite to achieve specific, declared go ...
, established in 2006 and related to the
Societas Europaea A ''societas Europaea'' (, ; "European society" or "company"; plural: ; abbr. SE) is a public company registered in accordance with the corporate law of the European Union (EU), introduced in 2004 with the Council Regulation on the Statute f ...
(SE). They may be established and may operate throughout the European Economic Area (including the
European Union The European Union (EU) is a supranational political and economic union of member states that are located primarily in Europe. The union has a total area of and an estimated total population of about 447million. The EU has often been ...
). The legal form was created to remove the need for cooperatives to establish a
subsidiary A subsidiary, subsidiary company or daughter company is a company owned or controlled by another company, which is called the parent company or holding company. Two or more subsidiaries that either belong to the same parent company or having a sa ...
in each member state of the European Union in which they operate, and to allow them to move their
registered office A registered office is the official address of an incorporated company, association or any other legal entity. Generally it will form part of the public record and is required in most countries where the registered organization or legal entity ...
and
headquarters Headquarters (commonly referred to as HQ) denotes the location where most, if not all, of the important functions of an organization are coordinated. In the United States, the corporate headquarters represents the entity at the center or the to ...
freely from one member state to another, keeping their
legal identity In law, a legal person is any person or 'thing' (less ambiguously, any legal entity) that can do the things a human person is usually able to do in law – such as enter into contracts, sue and be sued, own property, and so on. The reason for ...
and without having to register or wind up any
legal person In law, a legal person is any person or 'thing' (less ambiguously, any legal entity) that can do the things a human person is usually able to do in law – such as enter into contracts, sue and be sued, own property, and so on. The reason for ...
s. 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 Law is a set of rules that are created and are enforceable by social or governmental institutions to regulate behavior,Robertson, ''Crimes against humanity'', 90. with its precise definition a matter of longstanding debate. It has been vari ...
.


History


Early attempts


Legislative history


SCEs in practice

In 2015, the German meat marketer changed its legal form to a Societas cooperativa Europaea. In 2018
OurPower
the first European cooperative based in Austria, was founded.


Formation

Article 2(1) of the SCE Regulation provides for SCEs to be formed in five ways: *''ex novo'': by five or more
natural person In jurisprudence, a natural person (also physical person in some Commonwealth countries, or natural entity) is a person (in legal meaning, i.e., one who has its own legal personality) that is an individual human being, distinguished from the br ...
s 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 person In law, a legal person is any person or 'thing' (less ambiguously, any legal entity) that can do the things a human person is usually able to do in law – such as enter into contracts, sue and be sued, own property, and so on. The reason for ...
s 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

The issued capital shall not be less than EUR 30,000. Shares issued shall be paid for on the day of the subscription to not less than 25% of their nominal value. The balance shall be paid within five years unless the statutes provide for a shorter period.


Principles


Governing law

The SCE legal form is a creature of
European Union law European Union law is a system of rules operating within the member states of the European Union (EU). Since the founding of the European Coal and Steel Community following World War II, the EU has developed the aim to "promote peace, its valu ...
. The two specific pieces of EU legislation providing the legal basis for the SCE legal form – which apply throughout the European Economic Area – are: * Council Regulation (EC) No 1435/2003 of 22 July 2003 on the Statute for a European Cooperative Society (SCE) which established the SCE legal form. * Council Directive 2003/72/EC 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 article 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.


See also

*
Cooperative A cooperative (also known as co-operative, co-op, or coop) is "an autonomous association of persons united voluntarily to meet their common economic, social and cultural needs and aspirations through a jointly owned and democratically-contro ...
* Types of legal European business entities * Catherine Cathiard and Arnaud Lecourt, "La Pratique du Droit Européen des Sociétés – Analyse comparative des structures et des fusions transfrontalières", ractice 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


External links


Summaries of EU legislation > Employment and social policy > Social dialogue and employee participation > Statute for a European Cooperative SocietyEuropean Commission > Enterprise and Industry > Policies > Small and medium-sized enterprises (SMEs) > Promoting Entrepreneurship > Social Economy > Co-operativesCooperatives Europe: Presentation about the 'Vade-Mecum de la SCE'

"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
an
Part II: National Reports
{{Authority control Cooperatives in Europe Types of business entity Companies of the European Union European Union corporate law Business models