Societas cooperativa Europaea
The European Cooperative Society (SCE, for Latin societas cooperativa Europaea) is, in corporate law, a European cooperative type of company, established in 2006 and related to the Societas Europaea (SE). They may be established and may operate throughout the European Economic Area (including the European Economic Community). 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.
SCEs in practiceEdit
In 2015, the German meat marketer Westfleisch changed its legal form to a Societas cooperativa Europaea.
Article 2(1) of the SCE Regulation 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;
The creation of a cooperative: by 5 or more persons residing in different Member States or by legal entities established in different Member States.
The subscribed capital shall not be less than EUR 30 000.
Shares issued for cash 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.
So there exists difference between subscribed and paid capital, and the subscribed one should be at least paid by 25% while payment should be completed in 5 years.
The SCE is based on the law of the European Economic 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 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 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-operativesEdit
Transfer of registered officeEdit
- 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).
- "CMS - News & Information - Conversion to European cooperative: CMS successfully advises Westfleisch on internationalisation process". cms.law.
- "EUR-Lex - 32003R1435 - EN - EUR-Lex". eur-lex.europa.eu.
- "EUR-Lex - 32003L0072 - EN - EUR-Lex". eur-lex.europa.eu.
- 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'[permanent dead link] (in 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