Choosing the right structure for doing business in Europe

How to set up a European Cooperative Society

A European Cooperative Society or 'Societas Cooperativa Europaea' (SCE) is a type of body intended to make profit for members who contribute to their capital, and own and control them - not investors.

Formation of an SCE

Forming an SCE follows similar rules as when forming a national cooperative. An SCE can be created:

  • as a completely new business - also called 'ex novo' - with five or more people, by two or more legal entities or by a combination of the two, from at least two member states
  • by merging two or more existing co-operatives from at least two member states
  • by converting a co-operative that has had a subsidiary in another member state for at least two years

SCEs must be owned by at least five European Union (EU) citizens from two or more member states.

Your minimum share capital must be €30,000 spread between different amounts of members' shares. Members can be customers, suppliers and 'investor members', who have limited voting rights.

Founding members must draw up the SCE's statutes in writing and sign the document. They must be in accordance with cooperative societies laws for the country the registered office is locate in.

The statutes of the SCE should include:

  • the name of the SCE
  • a statement of the objects
  • the names of the founder members - persons and entities - indicating their objects or registered offices
  • the registered office address
  • conditions and procedures for the admission, expulsion and resignation of members
  • rights, obligations and different categories of members
  • the nominal value of the subscribed shares, and information on capital
  • amount to be allocated from the surplus to the legal reserve
  • governing members powers and responsibilities
  • provisions governing the appointment and removal of the members of the governing organs
  • number of people that will make up the 'majority' and the 'quorum'

Before registration you must negotiate an agreement between you - as the employer - and a special negotiating body of employees from each member state the employees work in.

Registering an SCE

An SCE must be registered in the member state in which its head office is located.

All documents and information about an SCE registered in the UK must be published as if it was any other company. Notice of registration must also be published in the Official Journal of the EU.