The European Cooperative Society (SCE)

The Statute for a European Cooperative Society (SCE)

The regulation of the Statute for a European Cooperative Society (2003) aims to facilitate cooperatives' cross-border and trans-national activities. The statute also provides a legal instrument for other companies wishing to group together to access markets, achieve economies of scale, or undertake research and development activities.

The Statute also enables 5 or more European citizens from more than one EU country to create a European Cooperative Society. This is the first and only form of European company that can be established from the beginning and with limited liability.

The Statute for an SCE parallels the Statute for a European Company (SE).

What the SCE is

• a legal entity that allows its members to carry out common activities, while preserving their independence
• its principal object is to satisfy its members' needs and not the return of capital investment
• members benefit proportionally to their profit and not to their capital contribution.

Main characteristics of the SCE

• A SCE might be created:
  • from the beginning by 5 or more natural persons, by 2 or more legal entities, or by a combination of 5 or more natural persons and legal entities
  • by a merger of 2 or more existing cooperatives
  • by the conversion of an existing cooperative which has, for at least 2 years, been established or a subsidiary in another EU country.
• The minimum capital requirement is EUR 30,000. An SCE may have a limited proportion of 'investor members'. They do not use the services of the cooperative and their voting rights are limited.
• An SCE must be registered in the EU country where it has its head office.
• For tax purposes, an SCE is treated as any other multi-national company and pays taxes in those countries where it has a permanent establishment.
• Voting in an SCE is generally conducted in accordance with the cooperative principle of 'one member, one vote'. However, weighted voting may be allowed in certain circumstances to reflect the amount of business done with the SCE.
• An SCE must call a general meeting at least once per year. Decisions are taken by simple majority of members present or represented, except for changes to the internal statutes where a two-thirds majority is required.
• The internal statutes of the SCE must set out its management structure according to one of two possibilities: two-tier structure (management body and supervisory body) or one-tier structure (administrative body).

Implementation of the SCE Regulation

• Implementation of the SCE regulation (public consultation, now closed)
• Commission's Report on the implementation of the SCE regulation
• List of competent authorities (Article 78 (2) of the SCE Regulation) (126 kB)
• Conference: Cooperative contributions to the EU 2020 strategy (Brussels, 23 April 2012)

The Directive on Employee Involvement

The Directive on the involvement of employees in an SCE lays down rules on employment in an SCE.

Supporting documents

• Study on the implementation of the Statute for a European Cooperative Society (Call for tender) (SCE):
  • Executive Summary and Part I: Synthesis and comparative report
  • Part II: National Reports (4 MB)
  • Satellite Accounts for Cooperatives and Mutuals (March 2011) (56 kB)
• Manual for drawing up Satellite Accounts of Companies in the Social Economy: cooperative and mutuals (December 2006)
• Study on the impact of cooperative societies on the competitiveness of their craft and small enterprise members mutuals (January 2008)

Brexit

• Brexit transition: Stakeholder guidance on EU rules in relation to company law