European Cooperative Society
Encyclopedia
The European Cooperative Society (SCE, for Latin
) 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
.
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.
Latin
Latin is an Italic language originally spoken in Latium and Ancient Rome. It, along with most European languages, is a descendant of the ancient Proto-Indo-European language. Although it is considered a dead language, a number of scholars and members of the Christian clergy speak it fluently, and...
) is, in company law, a European co-operative type
Types of corporations
There are many types of business entity defined in the legal systems of various countries. These include corporations, cooperatives, partnerships, sole traders, limited liability company and other specialized types of organization...
of company
Company
A company is a form of business organization. It is an association or collection of individual real persons and/or other companies, who each provide some form of capital. This group has a common purpose or focus and an aim of gaining profits. This collection, group or association of persons can be...
, established in 2006 and related to the European Company
European Company Statute
The Council Regulation on the Statute for a European Company is an EU Regulation containing the rules for a public EU company, called a Societas Europaea, or "SE". An SE can register in any member state of the European Union, and transfer to other member states. , at least 702 registrations have...
. European Cooperative Societies may be established, and may operate, throughout the European Economic Area
European Economic Area
The European Economic Area was established on 1 January 1994 following an agreement between the member states of the European Free Trade Association and the European Community, later the European Union . Specifically, it allows Iceland, Liechtenstein and Norway to participate in the EU's Internal...
(including the European Community). The legal form was created to remove the need for co-operatives to establish a subsidiary
Subsidiary
A subsidiary company, subsidiary, or daughter company is a company that is completely or partly owned and wholly controlled by another company that owns more than half of the subsidiary's stock. The subsidiary can be a company, corporation, or limited liability company. In some cases it is a...
in each Member State in which they operate, and to allow them to move their registered office
Registered office
Registered office is a term used to describe the address which is registered with the government registrar as the official address of a company, an association or any other legal entity. Generally it will form part of the public record...
and head office
Head Office
Head Office is a 1985 American comedy film, produced by HBO Pictures in association with Silver Screen Partners. It stars Judge Reinhold, Eddie Albert, Lori-Nan Engler, Jane Seymour, Richard Masur, Michael O'Donoghue, Ron Frazier, Merritt Butrick and was directed and written by Ken...
freely from one Member State to another, keeping their legal identity and without having to register or wind up
Liquidation
In law, liquidation is the process by which a company is brought to an end, and the assets and property of the company redistributed. Liquidation is also sometimes referred to as winding-up or dissolution, although dissolution technically refers to the last stage of liquidation...
any legal persons. No matter where they are established, SCEs are governed by a single EEA
European Economic Area
The European Economic Area was established on 1 January 1994 following an agreement between the member states of the European Free Trade Association and the European Community, later the European Union . Specifically, it allows Iceland, Liechtenstein and Norway to participate in the EU's Internal...
-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
Law is a system of rules and guidelines which are enforced through social institutions to govern behavior, wherever possible. It shapes politics, economics and society in numerous ways and serves as a social mediator of relations between people. Contract law regulates everything from buying a bus...
.
Formation
Article 2(1) of the SCE Regulation provides for SCEs to be formed in five ways:- ex novo: by five or more natural personNatural personVariously, in jurisprudence, a natural person is a human being, as opposed to an artificial, legal or juristic person, i.e., an organization that the law treats for some purposes as if it were a person distinct from its members or owner...
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 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;
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.Governing 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.
See also
- Co-operative
- European Company StatuteEuropean Company StatuteThe Council Regulation on the Statute for a European Company is an EU Regulation containing the rules for a public EU company, called a Societas Europaea, or "SE". An SE can register in any member state of the European Union, and transfer to other member states. , at least 702 registrations have...
- 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).
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'
- "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)