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Companies law

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Related areas

Contract · Civil procedure

v • d • e

The European Cooperative Society (SCE, for Latin Societas Cooperativa Europaea) 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.

[edit] History

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[edit] Early attempts

[edit] Legislative history

[edit] SCEs in practice

[edit] Formation

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;

[edit] Characteristics

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[edit] Membership

[edit] Capital

[edit] Principles

[edit] Governing law

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The EEA-wide laws governing the SCE legal form consist of the EC Regulation^[1] and Directive^[2] described below. 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.

[edit] The EC Regulation

Council Regulation (EC) No 1435/2003 of 22 July 2003 on the Statute for a European Cooperative Society (SCE)^[1] established the SCE legal form.

[edit] The Directive on Employee Participation

Council Directive 2003/72/EC of 22 July 2003 supplementing the Statute for a European Cooperative Society with regard to the involvement of employees^[2] sets out rules about representation and involvement of employees in European Cooperative Societies.

[edit] Transpositions in Member States

[edit] National law on co-operatives

[edit] Transfer of registered office

[edit] See also

• Co-operative
• European Company Statute

[edit] References

1. ^ ^{a b} Council Regulation (EC) No 1435/2003 of 22 July 2003 on the Statute for a European Cooperative Society (SCE) (html) (pdf)
2. ^ ^{a b} Council Directive 2003/72/EC of 22 July 2003 supplementing the Statute for a European Cooperative Society with regard to the involvement of employees (html) (pdf)

[edit] External links

• Cooperatives Europe: Presentation about the 'Vade-Mecum de la SCE' (French)
• European Commission DG Enterprise & Industry: Statute for a European Co-operative Society