REPORT FROM THE COMMISSION TO THE EUROPEAN PARLIAMENT, THE COUNCIL, THE EUROPEAN ECONOMIC AND SOCIAL COMMITTEE AND THE COMMITTEE OF THE REGIONS The application of Council Regulation (EC) No 1435/2003 of 22 July 2003 on the Statute for a European Cooperative Society (SCE)
Date: 2012-02-23
Institutions: European Commission
Subjects: European cooperative, legal status, simplification of formalities

EUROPEAN COMMISSION 

Brussels, 23.2.2012  
COM(2012) 72 final 

REPORT FROM THE COMMISSION TO THE EUROPEAN PARLIAMENT, THE 
COUNCIL, THE EUROPEAN ECONOMIC AND SOCIAL COMMITTEE AND THE 
COMMITTEE OF THE REGIONS 

The application of Council Regulation (EC) No 1435/2003 of 22 July 2003 on the Statute 
for a European Cooperative Society (SCE) 

(Text with EEA relevance) 

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REPORT FROM THE COMMISSION TO THE EUROPEAN PARLIAMENT, THE 
COUNCIL, THE EUROPEAN ECONOMIC AND SOCIAL COMMITTEE AND THE 
COMMITTEE OF THE REGIONS 

The application of Council Regulation (EC) No 1435/2003 of 22 July 2003 on the Statute 
for a European Cooperative Society (SCE) 

(Text with EEA relevance) 

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TABLE OF CONTENTS 

1. 

2. 

3. 

4. 

4.1. 

4.2. 

4.3. 

4.4. 

5. 

6. 

7. 

8. 

8.1. 

8.2. 

9. 

Introduction .................................................................................................................. 4 

The aim of the Statute .................................................................................................. 4 

Application of the SCE Statute: The inventory of SCEs ............................................. 5 

positive and negative factors affecting the setting up of an SCE, according to the 
public consultation ....................................................................................................... 6 

General trend................................................................................................................ 6 

Positive and cooperative-specific drivers for setting up an SCE ................................. 6 

Evaluation of other alleged advantages........................................................................ 6 

Negative factors ........................................................................................................... 7 

Reasons for the relative lack of success of the SCE statute......................................... 7 

The question of simplification ..................................................................................... 7 

Trends on the distribution of SCEs .............................................................................. 8 

Reporting on specific issues and possible amendments to the regulation ................... 8 

Reporting on specific issues referred to Article 79 of the Regulation ......................... 8 

Simplification of references to national laws............................................................... 9 

CONCLUSION .......................................................................................................... 10 

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1. 

INTRODUCTION 

The  European  Cooperative  Society  Regulation  (SCE  from  its  Latin  name  ‘Societas 
Cooperativa  Europaea’)  was  adopted  on  22  July  20031,  two  years  after  the  adoption  of  the 
European  Company  Statute  (SE  from  its  Latin  name  Societas  Europaea)2.  The  SCE 
Regulation  is  complemented  by  Council  Directive  2003/72/EC  on  the  involvement  of 
employees in the SCE (‘SCE Directive’)3. The deadline for adapting national legislation to the 
Regulation and Directive on the SCE was set for 18 August 2006.  

2. 

THE AIM OF THE STATUTE 

The  Statute’s  main  objective  is  to  facilitate  the  cross-border  and  trans-national  activities  of 
cooperatives4.  Like  the  SE  Statute,  the  European  Cooperative  Society  (SCE)  Statute  is  an 
optional legal instrument. For their cross-border activities/operations, firms can opt to take the 
legal form of an SCE or that of a national cooperative. 

An SCE can be created in any of the following ways: 

• 

• 

• 

• 

by  converting  a  national  cooperative  which  has  establishments  in  another  Member 
State; 

by merging two or more cooperatives from different Member States; 

by five or more natural persons and companies of any legal business form operating 
in different countries; 

by two companies or five natural persons resident in at least two Member States.  

In all these cases there is necessarily a transnational element, since the founders must come 
from at least two countries. 

The purpose of the SCE statute is to remove legal obstacles to the creation and management 
of cooperative groups from different Member States. Their cross-border business activities are 
hampered  by  the  disparities  between  the  laws  on  cooperatives  that  apply  in  different 
countries.  The  SCE  Regulation  seeks  to  limit  these  problems  by  allowing  cooperatives  to 
restructure  themselves  through  cross-border  mergers.  It  allows  an  SCE  to  transfer  its 
registered  office  to  a  Member  State  other  than  the  one  where  it  was  first  established.  The 
Regulation empowers an SCE to choose the system of corporate governance that suits it best. 

1 
2 

3 

4 

OJ of 18 August 2003 (L207): http://eur-lex.europa.eu/LexUriServ/LexUriServ.do?uri=OJ:L:2003:207:0001:0024:EN:PDF  
Council Regulation (EC) No 2157/2001 of 8 October 2001 on the Statute for a European company (SE), OJ L 294, 10.11.2001, p. 1–21, http://eur-
lex.europa.eu/smartapi/cgi/sga_doc?smartapi!celexplus!prod!DocNumber&lg=en&type_doc=Regulation&an_doc=2001&nu_doc=2157  
Council Directive 2003/72/EC of 22 July 2003 supplementing the Statute for a European Cooperative Society with regard to the involvement of employees, OJ 
L 207, 18.8.2003, p. 25 http://eur-
lex.europa.eu/smartapi/cgi/sga_doc?smartapi!celexapi!prod!CELEXnumdoc&numdoc=32003L0072&model=guichett&lg=en  
The  text  was  proposed  by  the  Commission  on  1992  together  with  two  other  drafts,  one  for  a  European  Association  and  the  second  for  a  European  Mutual 

Society,  that  were  withdrawn  by  the  Commission  on  2006,  due  to  lack  of  progress  in  the  negotiations  in  the  Council.  All  three  proposals  were  part  of  an 

package on the promotion of ‘Social Economy’ enterprises; the drafts constituted the reply to the claims of ‘social economy’ to be granted the possibility to 
create their own European legal forms, and thus to ensure equal terms of competition with the traditional capital companies. . 

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It  may  be  a  one-  or  two-tier  system;  the  Board  of  Directors  may  or  may  not  have  a 
supervisory committee.  

Article  79  of  the  SCE  Regulation  requires  the  Commission  to  present  a  report  on  its 
application five years after its entry into force. This report has to include, where appropriate, 
proposals for amending the Regulation. The application of the Directive, which provides for 
arrangements for the involvement of employees in the SCE, was reviewed in 20105.  

To gather the necessary data for this report, the European Commission’s Directorate-General 
for  Enterprise  and  Industry  (DG  ENTR)  commissioned  an  external  study6,  which  was 
delivered in September 2010. In April 2011, DG ENTR launched a public consultation on the 
results and recommendations of this study. At the same time, in the Single Market Act7, the 
Commission  said  it  intended  to  examine  whether  the  SCE  Regulation  needed  revising  or 
simplifying to serve the interests of cooperatives better. 

In its Communication on the Social Business Initiative – adopted on 25 October 20118 – the 
Commission  said  that,  depending  on  the  results  of  the  public  consultation,  it  might  propose 
simplifying the SCE Regulation, making it more independent of national laws and making it 
easier to set up social cooperatives. 

The findings of the public consultation were published soon afterwards, in November 20119. 
This report is based on those findings. 

3. 

APPLICATION OF THE SCE STATUTE: THE INVENTORY OF SCES 

In November 2011, 24 SCEs were registered in the 30 EU/EEA Member States, as follows: 
five in Italy; seven in Slovakia; one each in France, Liechtenstein, the Netherlands, Spain and 
Sweden;  three  in  Hungary,  two  in  Germany  and  two  in  Belgium.  The  SCE  Regulation  was 
due to enter into force in 2006. However, the large majority of Member States failed to meet 
this  deadline.  As  of  December  2011,  three  Member  States  had  not  yet  taken  the  necessary 
steps to ensure the effective application of the Regulation. 

The  Annex  to  this  report  contains  more  detailed  information  on  the  inventory  of  SCEs  and 
their characteristics. 

5 

Report form the Commission to the Council, the European Parliament, the European Economic and Social Committee and the Committee of Regions on the 
review  of  Council  Directive  2003/72/EC  of  22  July  2003  supplementing  the  Statute  for  a  European  Cooperative  Society  with  regard  to  the  involvement  of 
employees (COM(2010)0481 of 16.9.2010)  
6 
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: http://ec.europa.eu/enterprise/policies/sme/files/sce_final_study_part_i.pdf  
and Part II:National Reports: http://ec.europa.eu/enterprise/policies/sme/files/sce_final_study_part_ii_national_reports.pdf  
COM(2011) 206: http://eur-lex.europa.eu/LexUriServ/LexUriServ.do?uri=CELEX:52011DC0206:EN:NOT . 
7 
COM(2011) 682 : http://ec.europa.eu/internal_market/social_business/index_en.htm . 
8 
Summary of responses: http://ec.europa.eu/enterprise/policies/sme/files/public-consultation-files/summary_replies_en.pdf  
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4. 

POSITIVE  AND  NEGATIVE  FACTORS  AFFECTING  THE  SETTING  UP  OF  AN  SCE, 
ACCORDING TO THE PUBLIC CONSULTATION 

4.1. 

General trend 

According  to  the  professional  organisations,  there  is  no  general  trend  applying  to  all 
cooperatives.  When  deciding  whether  to  create  a  national  cooperative  or  an  SCE,  or  when 
assessing  the  best  country  in  which  to  register  an  SCE,  one  of  the  most  important  issues  to 
consider  is  taxation.  The  SCE  Statute  however,  does  not  regulate  taxation,  since  this  is 
governed  by  the  laws  of  the  country  where  the  SCE  is  based.  Thus,  the  taxation  of 
cooperatives’ revenues and corporate tax, taxation of profits or surpluses within the hands of 
the co-operators and taxation of indivisible reserves still differs from one country to another. 

After taxation, the other issues to consider - in descending order of importance - are national 
labour law requirements, and the complexity and relative strictness of the national legislation 
on  cooperatives.  When  deciding  where  to  register  a  cooperative,  business  people  will  also 
prefer  a  country  with  good  communication  networks  and  a  business-friendly  administrative 
environment. 

4.2. 

Positive and cooperative-specific drivers for setting up an SCE 

Cooperatives and professional organisations say that the most important benefit of setting up 
an SCE is to have a European image. This image may help the founders of a cooperative to 
penetrate  markets  where  a  European  brand  is  more  marketable  than  a  national  one.  This 
applies mostly in areas such as the provision of social services. 

A  number  of  organisations  also  say  that  the  right  to  create  an  SCE  is  an  advantage  for 
cooperative  operators,  because  it  allows  them  to  stress  their  affiliation  to  the  cooperative 
movement in general when they want to set up a subsidiary in another country, or a cross-
border joint venture. Some stakeholders see the SCE Statute as having a symbolic character, 
because  it  raises  the  profile  of  social-economy  businesses.  Cooperatives  point  out  that  their 
business  model  differs  from  traditional  capital  based  companies.  It  relies  on  solidarity, 
democratic  governance,  members’  participation  and  proximity  to  members  and  customers  – 
seeking to satisfy their interests rather than the interests of managers. 

4.3. 

Evaluation of other alleged advantages 

Most  stakeholders  do  not  see  the  supra-national  character  of  an  SCE  as  a  potential 
advantage  when  carrying  out  cross-border  structural  changes  in  a  group.  Only  large 
cooperative  financial  establishments  and  mutual  insurance  societies  seem  interested  in  that 
feature  of  the  SCE,  seeing  it  as  helpful  in  reorganising  and  simplifying  their  group 
structure. As of December 2011, however, no such SCEs had been created. 

The possibility of transferring the registered office to another Member State is seen neither 
as an essential driver  nor as a real comparative advantage of the SCE compared to national 
companies. This question was raised in the public consultation, but there were no replies. In 
practice, no SCE had transferred its registered office as of December 2011. 

The public consultation also asked stakeholders whether they valued the opportunity to create 
an SCE in order to carry out a cross-border merger. None of them saw this as an important 
driver. As of December 2011, the Commission has no information on any such operation. 

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Nor do firms appear interested in converting a national cooperative into an SCE: stakeholders 
made no comments on this option. 

4.4. 

Negative factors 

The  consultation  with  stakeholders  has  revealed  several  problems  in  applying  the  SCE 
Regulation. These apply to both setting up and running an SCE. 

The  most  significant  problem  for  setting  up  SCEs  is  lack  of  awareness  about  the  SCE 
among  the  business  community.  The  most  important  negative  drivers  are  set-up  costs,  the 
complex procedures to be followed (because of the numerous references to national law) and 
legal uncertainty as to which law applies in each case. 

A  number  of  stakeholders  also  see  the  minimum  capital  requirement  of  €
 30 000  as  an 
obstacle, at least for natural persons wishing to set up small SCEs in order to cooperate across 
borders. However, the alternative view is that having sufficient capital shows that a business 
is serious. 

Some  respondents  consider  the  rules  on  employee  involvement  as  a  negative  driver  as,  in 
their  view, 
they  are  cumbersome  and  complex.  These  rules  are  also  considered 
disproportionate where only few employees are concerned. However, workers' organisations 
and other respondents do not point to problems in this area. 

5. 

REASONS FOR THE RELATIVE LACK OF SUCCESS OF THE SCE STATUTE 

People  responding  to  the  consultation  argue  that  the  SCE  statute  has  been  relatively 
unsuccessful  not  only  because  it  is  complex  but  also  mainly  because  firms  that  choose  to 
operate as a cooperative tend to be well anchored in their local territory. After all, the purpose 
of  a  cooperative  is  to  serve  the  members  who  participate  directly  in  the  democratic 
management of the firm. 

The  overwhelming  majority  of  cooperatives  are  small  businesses  operating  within  national 
borders.  A  number  of  stakeholders’  organisations  therefore  doubt  whether  the  SCE  statute 
offers  any  advantage.  In  addition,  people  setting  up  cooperatives  tend  to  rely  on  their  own 
national laws, which they know better. 

Some  also  point  out  that  the  SCE  Regulation  was  implemented  very  late  (indeed,  several 
years  too  late)  in  many  Member  States,  even  in  countries  such  as  France,  Italy  and  Spain 
where the cooperative movement is very strong,  

6. 

THE QUESTION OF SIMPLIFICATION 

All stakeholders tend to believe that the complexity of the instrument is a major obstacle to 
the  success  of  the  SCE.  The  European  organisation  representing  all  national  and  sectoral 
federations  of  cooperatives  in  the  EU  says  that  national  cooperative  laws  seem  simpler  and 
more flexible. According to several stakeholders, the complexity of the Regulation (with its 
multiple references to national legislation) deters not only cooperatives but also other types of 
firm that might otherwise be interested in organising their activities through an SCE. 

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Stakeholders  are  unanimous  that  the  SCE  Regulation  badly  needs  simplifying  if  it  is  to  be 
more widely used by firms both large and small. Because of its many references to national 
law, this type of Regulation does not offer any real benefit for cooperatives. 

In fact, as of December 2011, none of the large cooperative groups, which operate, or plan to 
operate,  at  European  level  has  used  the  SCE  instrument.  One  very  large  group  in  the  retail 
distribution  sector,  bringing  together  national  cooperatives,  which  are  leaders  in  their  home 
markets, has chosen to create a cooperative under Belgian law rather than an SCE. Similarly, 
an  important  merger  of  farm  and  dairy  sector  cooperatives  in  Belgium,  Germany,  and  The 
Netherlands did not take place via an SCE10. 

7. 

TRENDS ON THE DISTRIBUTION OF SCES 

There  is  no  positive  correlation  between  the  strength  and  importance  of  the  cooperative 
movement in a country and the number of SCEs in that country. France, Germany, Italy and 
Spain  are  examples  of  countries  where  firms  have  shown  little  interest  in  setting  up  SCEs, 
even though the national authorities actively promote the cooperative movement, and national 
organisations give cooperatives strong technical and legal support. 

Furthermore,  a  small  number  of  Member  States  seem  to  be  hosting  a  number  of  'shelf'  or 
inactive  SCEs,  following  the  similar  practice  on  'shelf'  SEs.  These  are  companies  with  no 
activities, created by professional providers in these countries and available for sale. It seems 
that operators from abroad buy ready-made shelf SCEs mainly to save time and costs, and to 
avoid  the  complex  set-up  procedure  and  negotiations  on  employee  involvement.  The 
Commission  has  little  information  on  what  becomes  of  shelf  SCEs  once  they  have  been 
activated. 

8. 

REPORTING ON SPECIFIC ISSUES AND POSSIBLE AMENDMENTS TO THE REGULATION 

8.1. 

Reporting on specific issues referred to Article 79 of the Regulation 

Under Article 79 of the SCE Regulation, this report must examine whether it is appropriate to 
allow an SCE’s head office and registered office to be located in different Member States. It 
must also consider whether provisions in the statutes of an SCE should be allowed to deviate 
from, or complement, the national laws on cooperatives, even when such exceptions are not 
granted to local cooperatives.  

These two questions are raised in an identical way by the SE Regulation, since they relate to 
the functioning and operation of both European Companies and European Cooperatives. 

Under Article 79, this report must also consider whether it is appropriate to allow provisions 
that enable an SCE to split into two or more national cooperatives, and whether to allow for 
specific  legal  remedies  in  the  case  of  fraud  or  error  when  registering  an  SCE  created  by  a 
merger. These two questions specifically relate to SCEs, since there is no legislation in this 

10 

Coopernic  (COOPérative  Européenne  de  Référencement  et  de  Négoce  des  Indépendants  Commerçants)  Scrl  is  a  European  purchasing  cooperative  of 
independent retailers and traders (Centres E. Leclerc, Colruyt, Conad, Coop and Rewe). The aim of the alliance is to allow independent retailers to exchange 
know-how,  reduce  supply  chain  costs.  In  December  2007,  Friesland  Foods  and  Campina  announced  their  intentions  to  merge.  One  year  later,  in  December 
2008, they received the approval of the European competition authorities to become Friesland Campina. 

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area  similar  to  the  3rd,  6th  and  10th  company  law  directives11  applicable  to  public  limited 
companies. 

On  none  of  these  questions  does  the  Commission  have  sufficient  evidence  from  which  to 
draw  clear  conclusions.  This  is  because  so  few  SCEs  have  been  created  and  because  the 
Regulation  was  brought  into  force  very  late  in  the  Member  States.  The  following  points, 
however, stand out: 

• 

• 

• 

The question of whether to allow the head office or main administration of an SCE to 
be located in a country other than that of its registered office does not seem to be of 
concern to the cooperative movement. There were no comments on this point from 
stakeholders who replied to the consultation. Cooperatives are enterprises with strong 
links  to  local  communities  and  need  to  maintain  a  strong  relationship  with  the 
territories in which they operate, just as traditional capital companies do. 

The  question  of  whether  to  allow  the  articles  of  association  of  an  SCE  to  deviate 
from local laws on cooperatives is an issue that preoccupies all stakeholders. Opinion 
is divided on whether SCEs should be given more autonomy from national laws. The 
majority  of  respondents  believe  that  the  SCE  Regulation  should  give  cooperative 
members the flexibility to choose the governance model and structure that will best 
serve  their  objectives  and  needs.  However,  a  number  of  replies  expressed  serious 
reservations,  saying  that  this  autonomy  may  allow  an  SCE  to  deviate  from  the 
principles and values of the cooperative business model. Respondents also said that 
SCEs  should  not  be  exempt  from  mandatory  rules  on  the  protection  of  minority 
members' or employees’ rights. 

The questions on the division of an SCE into two or more national cooperatives and 
on  remedies  if  a  merger  is  cancelled  do  not  seem  to  concern  cooperatives,  at  least 
until now. As of December 2011, no SCE appears to have been created by merger.  

8.2. 

Simplification of references to national laws 

The  SCE  Regulation  was  partly  based  on  the  SE  statute  adopted  two  years  earlier.  A  large 
number of the SCE rules which are of general application, and not cooperative-specific repeat 
the similar provisions agreed in the Council and the EP at the time of the adoption of the SE. 
These  include  the  rules  on  mergers,  on  the  hierarchy  of  applicable  laws  and  on  transferring 
the headquarters of a company, as well as the requirement for a cross-border element. 

The text of the SCE Regulation also contains many references to the national legislation on 
either cooperatives or public limited companies with share capital. For example, an SCE must 
hold a shareholders’ general meeting at least once a year, unless the national law on national 
cooperatives provides for more frequent meetings, or if there is a merger to protect creditors, 
it must be governed by the national law on mergers of public limited-liability companies. 

In addition, the SCE Regulation contains a series of options or references that allow Member 
States  to  dictate  a  particular  behaviour  to  the  SCE.  These  often  begin  with  the  words  ‘a 
Member  State  may  provide’.  For  example,  in  the  event  of  a  merger,  a  Member  State  may 
adopt provisions to ensure appropriate protection for members who have opposed the merger. 

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http://ec.europa.eu/internal_market/company/official/index_en.htm#directives  

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Others  use  wording  such  as  ‘Where  the  laws  of  the  Member  State  of  the  SCE’s  registered 
office so permit’. 

To simplify the Regulation, the more than 30 Articles containing such options and references 
can  be  grouped  into  three  main  categories.  First,  there  are  articles  regulating  issues  that  are 
common  to  the  SCE  and  SE  Regulations.  Second,  there  are  provisions  that  make  a  direct 
reference to public limited company (plc) law. Third, there are rules containing references and 
options that regulate cooperative-specific activities and issues. 

• 

• 

• 

For articles in the first category, the Commission intends to propose amendments of 
these  provisions,  if  appropriate,  in  line  with  the  ongoing  reflection  on  potential 
amendments  to  the  corresponding  articles  in  the  SE  Regulation.  The  issues  are 
identical and solutions should be the same for both Regulations. 

For  articles  in  the  second  category,  the  Commission  believes  it  should  extensively 
consult stakeholders on whether the references to public limited companies are still 
necessary.  Some  stakeholders  have  said  that  these  references  tend  to  neglect  the 
existing  national  legislation  on  cooperatives.  Furthermore,  not  all  Member  States 
have legislation specific to cooperatives. 

For  articles  in  the  third  category,  where  the  Regulation  says  that  a  given  rule  will 
apply  to  an  SCE  only  if  this  is  permitted  by  national  law,  the  Commission  will 
consult  stakeholders  on  ways  to  make  the  SCE  Regulation  more  independent  of 
national laws. 

9. 

CONCLUSION 

Following this report, the Commission intends to consult stakeholders on whether and how to 
simplify  the  SCE  Regulation.  For  this  purpose,  it  is  co-hosting  two  large  conferences  to 
celebrate  the  2012  UN  International  Year  of  Cooperatives.  The  first,  in  April  2012,  will  be 
held  in  Brussels  and  will  be  attended  by  stakeholders'  organisations.  The  second  will  take 
place  in  September  2012,  during  the  Cyprus  Presidency,  and  will  bring  together 
representatives of the Member States. 

In  these  fora,  the  Commission  will  ask  stakeholders  whether  individual  articles  should  be 
simplified by deleting and replacing the references to public company law, and whether the 
SCE Regulation can be made more independent of national laws. 

In a broader context, the question of the European legal forms, such as the SE or the SCE, and 
the  need  for  their  review  also  forms  part  of  the  ongoing  reflection  on  the  future  of  EU 
Company  Law.  The  results  of  this  reflection  will  help  the  Commission’s  assessment  on  the 
necessity  and,  if  appropriate,  on  the  instruments  to  be  used  in  order  to  meet  the  demand  of 
business in Europe for a more level playing field, better regulation and simplification. 

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ANNEX  

The  application  of  Council  Regulation  1435/2003  of  22  July  2003  on  the  Statute  for  a 
European Cooperative Society (SCE) 

1. 

INTRODUCTION 

This  Annex  accompanies  the  Commission  Report  on  the  implementation  of  the  SCE 
Regulation. It provides an inventory and a description of existing SCEs. 

2. 

INVENTORY OF SCES 

According  to  the  information  received  by  the  study12  and  the  data  contained  in  the  list  on 
existing  SCEs  of  Libertas  Institute,  Germany13,  by  22  November  2011,  24  SCEs  were 
registered in the EU/EEA Member States.  

Information on the number of existing SCEs was obtained mainly by national experts engaged 
in  the  SCE  study.  This  number  has  been  matched  with  the  information  from  the  Official 
journal of the EU (OJEU see below) and TED (Tender Electronic Daily). In the OJEU some 
SCEs (two out of 24) do not show up at all; 13 appear under the “SE” label; another 3 under 
the  “EEIG”  label;  only  seven  under  the  “SCE”  label.  The  fact  that  the  OJEU  misses  many 
European forms of legal entities is a point which other researchers have already raised while 
investigating SE Regulation implementation14.  

The number of SCEs increased from 2006 to 2009. In 2010 and 2011 fewer new SCEs were 
created  than  in  2009.  The  number  of  new  SCEs  set  up  each  year  from  2006  to  November 
2011 was 1 in 2006, 5 in 2008, 8 in 2009, 7 in 2010 and 3 in 2011.  
3. 

SCES AND THEIR CHARACTERISTICS 

3.1.  Nationality of founders  

There is very few information on the nationality of the founders involved in the creation of 
the existing SCEs. The Regulation does not require such data to be published when the SCE is 
registered. According to Article 13, notice of an SCE's registration shall be published only for 
information  purposes  in  the  Official  Journal  of  the  EU,  comprising  the  name,  number,  date 
and place of registration of the SCE, the date and place of publication in its home country, the 
registered office and its sector of activity. These data are normally forwarded to the Office for 
Official Publications of the EU by the national register within one month of the registration of 
the SCE in its home country.  
According to the study, out of the five Italian SCEs one is created with a Finish and a Spanish 
partners, a second with a French mutual, and a third with a Maltese co-founder. There is no 
detailed information other than the one required by the Regulation about 9 SCEs (six Slovak, 
one  French,  one  German  and  one  Hungarian).  Missing  information  is  due  to  the  fact  that 
either  some  of  the  concerned  SCEs  are  newly  established  or  that  SCEs  refused  to  provide 
requested information to national experts when the study was performed. 

3.2.  Geographical mapping  

12 

13 
14 

EN 

The 

table 

in  Appendix 

4, 

Part 

I 

of 

the 

Study, 

presents 

the  most 

relevant 

data 

concerning 

the 

existing 

SCEs: 

http://ec.europa.eu/enterprise/policies/sme/files/sce_final_study_part_i.pdf 
Libertas – Europäisches Institut GmbH: http://www.libertas-institut.com/de/EWIV/List_SCE.pdf  
Eidenmüller,  Engert,  Hornuf,  Incorporating  under  European  Law:  The  Societas  Europaea  as  a  Vehicle  for  Legal  Arbitrage,  10th  European  Business 

Organisation Law Review (2009) 

11 

   EN 

                                                 
Slovakia  is  the  country  with  the  most  registered  SCEs  -  7,  but  at  the  same  time  6  of  them 
could  be  considered  as  shelf  SCEs  as  they  are  registered  on  the  same  address  and  have  the 
same activity. Italy ranks second with 5 SCEs, which is consistent with the fact that Italy is a 
country  where  cooperatives  are  well  developed  and  promoted  by  the  State  pursuant  to  the 
constitutional  provision  of  art.  45.  The  absence  of  a  national  implementation  law  has  not 
discouraged people to set up an SCE in Italy. Belgium and Hungary follow. In 20 countries 
(18 MSs and 2 EEA countries) no SCEs have been established.  

3.3. Methods of creation 
Concerning  the  14  SCEs  on  which  there  are  available  data  in  this  regard,  all  of  them  have 
been formed ex novo (or ex nihilo) in accordance with the first, second and third indents of 
Art. 2, par. 1, SCE R., that is,  
(a) “by five or more natural persons resident in at least two Member States”;  
(b) “by five or more natural persons and companies and firms ...resident in, or governed by 
the law of at least two different Member States”; 
(c)  “by  companies  and  firms  ...which  are  governed  by  the  law  of  at  least  two  different 
Member States. 
To be more precise, six SCEs have been formed in accordance with (a) above; another six in 
accordance with (b) above; and yet another two in accordance with (c) above. The method of 
formation of other SCEs is still not known. Formation via merger or conversion did not take 
place.  
There  is  no  information  about  transfer  of  registered  office.  There  is  no  information  about 
liquidated SCEs or converted to a national legal form SCEs.  
Article 1, par. 2 of the Regulation states that “unless otherwise provided by the statutes of the 
SCE when that SCE is formed, no member shall be liable for more than the amount he/she has 
subscribed. Where the members of the SCE have limited liability, the name of the SCE shall 
end in ‘limited’”. Regarding the legal form, 13 of 24 SCEs are registered as “limited”: 7 in 
Slovakia, 3 in Italy and 3 in Hungary. However, it is not certain what the degree of liability of 
the other SCEs is.  
3.4. Fields of activities, board structure, subscribed capital, number of employees 
According  to  the  information  available  most  of  the  existing  SCEs  provide  services.  Seven 
SCEs  could  be  considered  as  “social  cooperatives”  or  social  enterprises  in  the  sense  of  the 
Social  Business  Initiative15  and  have  objectives  like  employment  of  disadvantaged  people, 
medical  consulting,  and  services  in  the  area  of  health.  Another  seven  have  real  estate 
activities, two are in the construction sector and three provide business consulting. 
Concerning the board structure, 5 SCEs had chosen the one-tier16 board structure and 10 the 
two-tier17 one. All Italian SCEs had chosen the two-tier system. 
15  SCEs  were  created  with  a  subscribed  capital  equal  or  close  to  the  minimum  capital 
requirement  of  €  30,000.  One  SCE  was  created  with  €  110,000  of  subscr ibed  capital.  An 
average  balance  sheet  cannot  be  provided  for  the  existing  SCEs  due  to  the  lack  of 
information. The net turnover is known for two SCEs: for 2009 one of them had € 1,000 net 
turnover and another one less than € 15,000. 
The  number  of  employees  in  the  12  SCEs  for  which  there  is  available  data  in  this  regard, 
counts  32  in  total.  These  people  are  prevalently  employed  by  two  SCEs  (one  has  13 
employees, the other 10). Six SCEs have only one or two employees. Four SCEs declared that 
they do not have any employees.  

15 
16 

17 

COM (2011) 682 : http://eur-lex.europa.eu/LexUriServ/LexUriServ.do?uri=COM:2011:0682:FIN:EN:PDF  
A board structure with only one administrative board. 
A board structure with a management board and a supervisory board.  

EN 

12 

   EN 

                                                 
Table. Existing SCEs (as of 22.11.2011) 

Country 

Number of SCEs 

AUSTRIA 

BELGIUM 

BULGARIA 

CYPRUS 

CZECH REP 

DENMARK 

ESTONIA 

FINLAND 

FRANCE 

GERMANY 

GREECE  

HUNGARY 

ICELAND  

IRELAND 

ITALY 

LATVIA 

LIECHTENSTEIN 

LITHUANIA 

LUXEMBOURG 

MALTA 

NETHERLANDS 

NORWAY 

POLAND 

PORTUGAL 

ROMANIA 

SLOVAKIA 

SLOVENIA 

SPAIN 

SWEDEN 

UK 

TOTAL NUMBER SCEs 

0 

2 

0 

0 

0 

0 

0 

0  

1 

2 

0 

3 

0 

0 

5 

0 

1 

0 

0 

0  

1 

0 

0 

0 

0 

7 

0 

1  

1 

0 

24 

EN 

13 

   EN