Societas cooperativa Europaea explained
The European Cooperative Society (SCE, for Latin Latin: societas cooperativa Europaea) is, in corporate law, a European cooperative type of company, established in 2006 and related to the (SE). They may be established and may operate throughout the European Economic Area (EEA, including the European Union). The legal form was created to remove the need for cooperatives to establish a subsidiary in each member state of the European Union in which they operate, and to allow them to move their registered office and headquarters 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.
History
SCEs in practice
In 2015, the German meat marketer changed its legal form to a Societas cooperativa Europaea.[1] In 2018, OurPower,[2] the first European cooperative based in Austria, was founded.[3]
Formation
Article 2(1) of the SCE Regulation[4] 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
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.
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[4] of 22 July 2003 on the Statute for a European Cooperative Society (SCE) which established the SCE legal form.
- Council Directive 2003/72/EC[5] 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, [6] two public consultations, three conferences, and a report from the EC.[7]
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.[8]
See also
- Cooperative
- 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", [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).
External links
Notes and References
- Web site: News & Information - Conversion to European cooperative: CMS successfully advises Westfleisch on internationalisation process. CMS . 2015 . dead . https://web.archive.org/web/20221214081739/https://cms.law/en/deu/news-information/conversion-to-european-cooperative-cms-successfully-advises-westfleisch-on-internationalisation-process . Dec 14, 2022 .
- Web site: OurPower - die Energiecooperative. Mach Deinen Strombezug zur Strombeziehung. . live . https://web.archive.org/web/20240105060337/https://www.ourpower.coop/ . Jan 5, 2024 . ourpower.coop.
- Web site: Impressum . OurPower . 2020-05-20.
- Web site: Council Regulation (EC) No 1435/2003 of 22 July 2003 on the Statute for a European Cooperative Society (SCE) . EUR-Lex . live . https://web.archive.org/web/20140320073511/http://eur-lex.europa.eu/LexUriServ/LexUriServ.do?uri=CELEX:32003R1435:EN:NOT . Mar 20, 2014 .
- Web site: Council Directive 2003/72/EC of 22 July 2003 supplementing the Statute for a European Cooperative Society with regard to the involvement of employees . EUR-Lex . 22 July 2003 . live . https://web.archive.org/web/20140220232656/http://eur-lex.europa.eu/LexUriServ/LexUriServ.do?uri=CELEX:32003L0072:EN:NOT . Feb 20, 2014 .
- Web site: Co-operatives - Small and medium sized enterprises (SME) - Enterprise and Industry . https://web.archive.org/web/20121103053400/http://ec.europa.eu/enterprise/policies/sme/promoting-entrepreneurship/social-economy/co-operatives/#h2-9 . 2012-11-03.
- Web site: Report from the Commission to the European Parliament . https://web.archive.org/web/20140224112906/http://ec.europa.eu/enterprise/policies/sme/files/smes/1_en_act_part1_v7_en.pdf . 2014-02-24 . 23 Feb 2012 . en . 1 July 2023.
- Web site: Action plan: European Company Law and Corporate Governance, COM(2012) 740 final, of 12 December 2012 . 14.
