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21.4 . 92 Official Journal of the European Communities No C 99 / 17

Proposal for a Council Regulation on the statute for a European cooperative society

( 92 / C 99 / 03 )

COM(91 ) 273 final — SYN 388

( Submitted by the Commission on 6 March 1992 )

THE COUNCIL OF THE EUROPEAN COMMUNITIES,

Having regard to the Treaty establishing the European
Economic Community, and in particular Article 100a
thereof,

Having regard to the proposal from the Commission,

In cooperation with the European Parliament,

Having regard to the opinion of the Economic and
Social Committee,

Whereas the European Parliament adopted resolutions
on 13 April 1983 on cooperatives in the European
Community (') and on 9 July 1987 on the contribution
of cooperatives to regional development ( 2 );

Whereas the Commission adopted a communication to
the Council of 18 December 1989 ( 3 ); whereas the
Economic and Social Committee gave its opinion on
that communication on 19 September 1990 ( 4 );

Whereas the completion of the internal market means
that there must be full freedom of establishment for all

activities which contribute to the objectives of the
Community, irrespective of the form taken by the body
which carries them on ;

Whereas, therefore, the Community, which is con ­
cerned to respect equal terms of competition and to
contribute to its economic development, should pro ­
vide cooperatives, which are a form of organization
generally recognized in all Member States, with ade ­
quate legal instruments capable of facilitating the
development of their transnational activities ;

Whereas by attainment of their objectives and the form
of their operations cooperatives play a full part in the
life of the economy ;

Whereas the Statute for a European company, as prov ­
ided for in Regulation ( EEC ) No . . . ( 5 ), is not an

Whereas the essential aim of the legal rules governing
the European cooperative society implies that such a
cooperative may be set up by legal entities established
under the laws of different Member States, or by trans ­
formation of a national cooperative into the new form,
without first being wound up, so long as the coopera ­
tive has its registered office and central administration

instrument which is suited to the specific features of
cooperatives ;

Whereas the European Economic Interest Grouping
( EEIG ), as provided for in Council Regulation ( EEC )

No 2137 / 85 ( 6 ), does allow undertakings to promote
certain of their activities in common, while nevertheless
preserving their independence, but it does not meet the
specific requirements of cooperative enterprise ;

Whereas respect for the principle of the primacy of the
individual is reflected in the specific rules on member ­
ship, resignation and expulsion, where the one man,
one vote rule is laid down and the right to vote is
vested in the individual, with the implication that
members cannot exercise any rights over the assets of
the cooperative ;

Whereas cooperative societies are essentially groups of
persons, operating in accordance with their own princi ­
ples, which are different from those applying to other
businesses ;

Whereas cross-border cooperation between coopera ­
tives in the Community is currently hampered by legal
and administrative difficulties which should be elimi ­

nated in a market without frontiers ;

Whereas the introduction of a European form of organ ­
ization which would be available to cooperatives,
based on common principles but taking account of
their specific features, should enable them to operate
outside their own national borders in all or part of the
territory of the Community ;

O O OJ OJ No No C C 128 246,, 16 14 . . 5 9 . . 1987 1983,, p. p. 94 51 . . without first being wound up,
( 3 ) Businesses in the ' economie sociale ' sector — Europe 's tive has its registered office
frontier-free market : SEC(89 ) 2187 final, 18 . 12 . 1989 .
( 4 ) OJNoC 332, 31 . 12 . 1990, p . 81 .
( 5 ) OJ No L . . . ( 6 ) OJ No L 199, 31.7 . 1985, p. 1 .

No C 99 / 18 Official Journal of the European Communities 21.4 . 92

in the Community and an establishment or subsidiary
in a Member State other than that in which it has its
central administration ; in this last case, the cooperative
must engage in genuine and effecive cross-border activ ­
ity ;

Whereas cooperatives have a share capital, and may
have among their members some who are also custo ­
mers or suppliers ; whereas cooperatives may also have
among their members a specified proportion of mem ­
bers who do not use their services, or of third parties
who benefit by their activities or carry out work for the
cooperative 's account ;

Whereas the rules on accounting are intended to ensure
more effective management and to forestall any possi ­
ble difficulty ;

Whereas, on matters not covered by this Regulation,
the provisions of the law of the Member States and of
Community law are applicable, for example with
regard to ;

— rules on employee involvement in the decision ­

making process,

— employment law,

— taxation law,

— competition law,

— intellectual and industrial property law,

— rules on insolvency and suspension of payments ;

Whereas the application of this Regulation must be
deferred so as to enable each Member State to incor ­
porate into its national law the provisions of Council
## Directive .../... / EEC of supplementing the Statute

for a European cooperative society with regard to the
involvement of employees (') and to put in place in
advance the necessary machinery for securing the for ­
mation and operation of European cooperative socie ­
ties having their registered office in its territory, so that
the Regulation and the Directive may be applied con ­
comitantly ;

Whereas work on the approximation of national com ­
pany law has made substantial progress so that refer ­
ence may be made to certain dispositions made by the
Member State where the European cooperative society
has its registered office for the purpose of implement ­
ing directives on companies, by analogy for the Euro ­
pean cooperative society in areas where the functioning
of the cooperative does not require uniform Com ­
munity rules, such dispositions being appropriate to the
arrangements governing the European cooperative
society ;

tection of the interests of members and others, are
required by Member States of companies within
the meaning of the second paragraph of Article 58
of the Treaty, with a view to making such safe ­
guards equivalent throughout the Community ( 2 ),
as last amended by the Act of Accession of Spain
and Portugal,

— Council Directive 78 / 660 / EEC of 25 July 1978

based on Article 54 ( 3 ) ( g ) of the Treaty on the
annual accounts of certain types of companies ( 3 ),
as last amended by Directives 90 / 604 / EEC ( 4 ) and
90 / 605 / EEC ( 5 ),

— Council Directive 83 / 349 / EEC of 13 June 1983

based on Article 54 ( 3 ) ( g ) of the Treaty on consoli ­
dated accounts ( 6 ), as last amended by Directives
90 / 604 / EEC and 90 / 605 / EEC,

— Council Directive 84 / 253 / EEC of 10 April 1984

based on Article 54 ( 3 ) ( g ) of the Treaty on the
approval of persons responsible for carrying out
the statutory audits of accounting documents ( 7 ),

— Council Directive 89 / 48 / EEC of 21 December

1988 on a general system for the recognition of
higher-education diplomas awarded on completion
of professional education and training of at least
three years ' duration ( 8 ),

— Council Directive 89 / 666 / EEC of 21 December

1989 concerning disclosure requirements in respect
of branches opened in a Member State by certain
types of company governed by the law of another
State ( 9 );

Whereas the activities in the field of financial services

and notably as they concern credit establishments and
insurance enterprises have been the subject of legisla ­
tive measures pursuant to the following Directives :

— Council Directive 86 / 635 / EEC of 8 December

1986 on the annual accounts and consolidated

accounts of banks and other financial institutions

( 10 ),

— Council Directive 89 / 646 / EEC of 15 December

1989 on the coordination of laws, regulations and
administrative provisions relating to the taking up
and pursuit of the business of credit institutions
and amending Directive 77 / 780 / EEC ( n );

— Council Directive ../... / EEC on the coordina ­

tion of laws, regulations and administrative provi ­

munity rules, such dispositions being appropriate to the ( 2 ) OJ No L 65, 14 . 3 . 1968, p. 8 .
arrangements governing the European cooperative P ) OJ No L 222, 14 . 8 . 1978, p. 11 .

( 4 ) OJ No L 317, 16 . 11 . 1990, p . 57 .

society ; O OJ No L 317, 16 . 11 . 1990, p . 60 .

— Council Directive 68 / 151 / EEC of 9 March 1968 ( o ) OJ No L 193, 18 . 7 . 1983, p. 1 .

( 7 ) OJ No L 126, 12 . 5 . 1984, p. 20 .

on coordination of safeguards which, for the pro ­ ( 8 ) OJNoL 19, 24 . 1 . 1989, p. 16 .

( 9 ) OJ No L 395, 30 . 12 . 1989, p . 36 .
0° ) OJNoL.372, 31 . 12 . 1986, p . 1 .
(') See page 37 of this Official Journal-Proposal . (») OJNoL386, 30 . 12 . 1989, p . 1 .

— Council Directive 68 / 151 / EEC of 9 March 1968

on coordination of safeguards which, for the pro ­

21.4 . 92 Official Journal of the European Communities No C 99 / 19

sions relating to direct insurance other than life
insurance and amending Directives 73 / 239 / EEC
and 88 / 357 / EEC ; ( ! )

Whereas this form of organization should be optional,

HAS ADOPTED THIS REGULATION :

TITLE I

GENERAL PROVISIONS

CHAPTER I

FORMATION OF THE EUROPEAN COOPERATIVE

SOCIETY

Article 1

( Form of the European cooperative society )

1 . Cooperative societies may be formed throughout
the Community in the form of a European cooperative
society ( SCE ) on the conditions and in the manner set
out in this Regulation .

2 . The capital of the SCE shall be divided into shares .

3 . The SCE shall have as its object to satisfy its mem ­
bers ' needs and to develop their activities, economic,
social or both .

4 . The number of members and the capital of the SCE
shall be variable .

5 . The liability of the members for the debts and obli ­
gations of the SCE shall be limited to their shares in the
capital . Its statutes may extend this liability to a multi ­
ple of the capital subscribed or to another stated

amount .

6 . An SCE may not extend the benefits of its activi ­
ties to non-members or allow them to participate in its
business, except where its statutes provide otherwise .

7 . An SCE shall have legal personality . It shall
acquire it on the day of its registration in the Member
# State in which it has its registered office in the, register

designated by that State in accordance with Article 5
( 3 ).

Article 2

( Registered office )

Article 3

( Transfer of registered office )

1 . The registered office of an SCE may be tranferred
within the Community . Such transfer shall not result in
the SCE being wound up or in the creation of a new
legal person .

2 . Where the transfer of the registered office results in
a change of the law applicable pursuant to Article 4(1 )
( b ), a transfer proposal shall be published in accord ­
ance with Article 6 .

No decision to transfer may be taken for two months
after publication of the proposal . Any such decision
must be taken under the conditions laid down for the

amendment of the statutes . The transfer of the regis ­
tered office of the SCE and the resulting amendment to
its statutes shall take effect from the date of registration
for the SCE, in accordance with Article 5 ( 3 ), in the
# register for the new registered office That . registration

may not be effected until evidence has been produced
that the proposed transfer of the registered office has
been published .

3 . The removal of the SCE from the register for its
previous registered office may not be effected until evi ­
dence has been produced that the SCE has been regis ­
tered in the register for its new registered office .

4 . The fact of the new registration and the fact of the
termination of the old registration shall both be pub ­
lished in the Member States concerned, in accordance
with Article 6 .

5 . The new registration of the registered office of the

The registered office of an SCE shall be situated at the SCE may be relied on as against third parties from pub ­
Community place specified . It shall in its be statutes the same, which as the must place be within where the the lication . However, until the removal of the SCE from
SCE has its central administration . the register for its previous registered office has been

published third parties may continue to rely on the old
registered office unless the SCE proves that such third
(0 CQM(90 ) 348 final — SYN 291 . parties were aware of the new registered office .

No C 99 / 20 Official Journal of the European Communities 21.4 . 92

Article 4

( Applicable law )

1 . An SCE shall be governed :

( a ) — by the provisions of this Regulation,

— where expressly authorized by this Regulation,

by the provisions freely determined by the par ­
ties in the statutes of the SCE ;

failing this :

( b ) — by the provisions of the law governing cooper ­
ative societies in the Member State in which

the SCE has its registered office,

— by the provisions freely determined by the par ­
ties in the statutes of the SCE, in accordance
with the same conditions as for cooperative
societies governed by the law of the Member
# State in which the SCE has its registered office .

2 . Where a State comprises several territorial units,
each of which has its own rules of law applicable to the
matters referred to in paragraph 1, each territorial unit
shall be considered a State for the purposes of identify ­
ing the law applicable under point ( b ) of paragraph 1 .

3 . In each Member State and subject to the express
provisions of this regulation, an SCE shall have the
same rights, powers and obligations as a cooperative
society formed under the law of the State in which the
# SCE has its registered office .

4 . The following shall apply to an SCE :

— the provisions of Community law and national law

adopted in conformity with them,

and

— in the absence of Community legislation, national
provisions regulating access or the exercise of cer ­
tain activities such as credit or insurance .

Article 5

( Registration and disclosure requirements )

1 . The founder members shall draw up the statutes of
the SCE in accordance with the provisions for the for ­
mation of cooperative societies laid down by the law of
# the State in which the SCE has its registered office The .

statutes must at least be in writing and signed by the
founder members .

2 . In those Member States whose legislation does not
provide for any precautionary supervision, whether
administrative or judicial, at the time of formation, the
statutes shall be adopted by notarial act . The supervi ­
sory authority shall ensure that this act complies with
the requirements for the formation of an SCE, and in
particular those set out in Articles 1, 2, 9 and 10 .

3 . Member States shall designate the register in which
SCEs must be registered and shall determine the rules
governing it . They shall lay down the procedures for fil ­
ing the SCE 's statutes . No SCE may be registered until
## the measures required by Directive / EEC [ sup ­

plementing the Statute for a European cooperative
society with regard to the involvement of employees ]
have been adopted .

4 . Member States shall take the measures required to
ensure that the following documents and particulars
are disclosed as provided for in paragraph 3 :

( a ) the statutes of the SCE, any amendments to them,

and the complete text of the statutes in its up-to ­
date form ;

( b ) the opening or closing of any establishment ;

( c ) the appointment, termination of office and particu ­

lars of the persons who either as a body constituted
pursuant to law or as members of any such body :

— are authorized to represent the SCE in dealings

with third parties and in legal proceedings,

— take part in the administration, supervision or

control of the SCE ;

( d ) at least once a year, the amount of the capital sub ­

scribed ;

( e ) the balance sheet and the profit and loss account

for each financial year ; the document containing
the balance sheet shall give particulars of the per ­
sons who are required by law to certify it ;

(f ) any proposal to transfer the registered office as

referred to in Article 3 ( 2 );

( g ) the winding up and liquidation of the SCE and the

decision to continue the SCE 's activities taken

under Article 61 ;

( h ) any declaration of nullity of the SCE by a court ;

( i ) the appointment of liquidators, particulars of such
liquidators and their respective powers, the termi ­
## nation of their office ;

( j ) the conclusion of the liquidation of the SCE and
the removal of the SCE from the register .

5 . If, prior to its acquisition of legal personality, steps
have been taken in the name of an SCE and the SCE

does not assume the obligations arising from those
steps, the persons who took them shall be jointly and
severally liable therefor, unless otherwise agreed .

Article 6

( Publication of documents and particulars relating to

the SCE in the Member States )

1 . Member States shall ensure that the documents and

particulars referred to in Article 5 ( 4 ) are published in

21.4 . 92 Official Journal of the European Communities No C 99 / 21

the appropriate official gazette in the Member State in
which the SCE has its registered office, and shall deter ­
mine by which persons the disclosure formalities are to
be carried out . Disclosure shall be effected by publica ­
tion either of an extract or of a reference to the entry in
the register .

Member States shall also ensure that anyone may con ­
sult the documents referred to in Article 5 ( 4 ) in the
register referred to in Article 5 ( 3 ), and may obtain a
copy of the whole or any part, by post if requested .

Member States shall take the necessary measures to
avoid any discrepancy between what is disclosed by
publication and what appears in the register . However,
in cases of discrepancy, the text published may not be
relied on as against third parties ; the latter may never ­
theless rely thereon, unless the SCE proves that they
had knowledge of the text entered in the register .

Member States may require payment of a fee for the
services referred to in the preceding subparagraphs, but
the fee may not exceed the administrative cost .

2 . The national rules adopted pursuant to Directive
89 / 666 / EEC shall apply to branches of an SCE
opened in a Member State other than that in which it
# has its registered office .

3 . Documents and particulars may be relied on by the
SCE as against third parties only after they have been
disclosed in accordance with paragraph 1, unless the
SCE proves that the third party had knowledge thereof .
However, they may not be relied on in respect of tran ­
sactions which take place before the 16th day after
publication as against third parties who prove that they
could not have had knowledge thereof .

4 . Third parties may rely on any documents and parti ­
culars in respect of which the disclosure formalities
have not yet been completed, save where non-disclo ­
sure causes them not to have effect .

Article 7

( Notice in the Official Journal )

Member States shall ensure that a notice stating that an
SCE has been registered or that the liquidation of an
SCE has been concluded is published for information
purposes in the Official Journal of the European Com ­

munities, stating the number, date and place of registra ­
tion of the SCE, the date and place of publication and
the title of the publication, the address of the SCE and
a summary of its objects, and that these particulars are

forwarded to the Office for Official Publications of the

European Communities within one month of the date
of the publication in the official gazette of the Member
State in which the SCE has its registered office under
Article 6(1 ).

Where the registered office of the SCE is transferred in
accordance with Article 3 a notice shall be published
containing the information provided for in the first par ­
agraph, together with that relating to the new registra ­
tion .

Article 8

( Particulars to be stated in the SCE 's documents )

Letters and documents sent to third parties shall state
legibly :

( a ) the name of the SCE, preceded or followed by the

abbreviation SCE ;

( b ) the place of the register in which the SCE is regis ­

tered in accordance with Article 5 ( 3 ), and the num ­
ber of the SCE 's entry in that register ;

# ( c ) the address of the SCE 's registered office ;

( d ) the fact that the SCE is in liquidation or under the

administration of the courts if that is so .

Article 9

( Formation )

1 . An SCE may be formed by any two or more of the
legal entities formed under the law of a Member State
which are listed in the Annex provided at least two of
them have their registered office and central adminis ­
tration in different Member States .

2 . A cooperative society which has been formed in
accordance with the law of a member State and has its

registered office and central administration in the
Community may form an SCE by converting into SCE
form if it has an establishment or subsidiary in a Mem ­
ber State other than that of its central administration,
and can demonstrate that it is carrying on genuine and
effective cross-border activities .

Such conversion shall not result in the society being
wound up or in the creation of a new legal person .

The administrative or management board of such a
society shall draw up a proposal for conversion cover ­
ing the legal and economic aspects of the conversion .

The conversion to SCE form and the SCE 's statutes

shall be approved by the general meeting in accordance
with the requirements laid down for amendment of its
statutes in Article 24 .

No C 99 / 22 Official Journal of the European Communities 21.4 . 92

Article 10

( The statutes of the SCE )

1 . The statutes of the SCE must include :

— the name of the SCE, preceded or followed by the

abbreviation SCE,

— a precise statement of the objects of the SCE,

— the name, objects and registered offices of the

founder members of the SCE, where these are legal
entities,

# — the address of the SCE 's registered office,

— the conditions and procedures for the admission,

expulsion and resignation of members,

— the rights and obligations of members, and the dif ­

ferent categories of member if any, and the rights
and obligations of members in each category,

— the nominal value of the shares and the amount of
the capital, an indication that the capital is varia ­
ble, and the extent of the liability of members of
## governing bodies and officials,

— the management structure,

— the powers and responsibilities of each of the gov ­

erning bodies of the SCE,

— provisions governing the appointment and removal

of the members of the governing bodies,

— the majority and quorum requirements,

— a definition of the governing bodies, or members of

those bodies, having authority to represent the SCE
in dealings with third parties,

— the conditions for the initiation of proceedings on

behalf of the SCE under Article 47,

— the grounds for winding up .

2 . For the purposes of this Regulation the statutes of
the SCE comprise both the instrument of incorporation
and, where they are set out in a separate document, the
SCE 's statutes properly so-called .

Article 11

( Acquisition of membership )

1 . The acquisition of membership in the SCE shall be
subject to the approval of the management or adminis ­
trative board . Applications for admission shall be in
writing, and shall include an undertaking to hold a
stake in the capital and to accept the statutes without
reservation .

The statutes may provide that persons who do not
expect to use the SCE 's services may be admitted as

investor ( non-user ) members . The acquisition of such
membership shall be subject to approval by the general
meeting, to be decided by the majority required for
amendment of the statutes .

Members who are legal entities shall be deemed to be
users by virtue of the fact that they represent their own
members .

2 . In view of the special nature of the relationship
between a cooperative society and its members, the sta ­
tutes may make admission subject to other conditions,
in particular :

— subscription of a minimum amount to the capital,

— conditions related to the objects of the SCE .

3 . Except where the statutes provide otherwise, appli ­
cations for a supplementary stake in the capital shall
also require the approval of the management or admin ­
istrative board .

4 . An alphabetical index of all members holding
shares shall be kept at the registered office of the SCE,
showing their addresses and the number and class, if
any, of the shares they hold . Any interested party may
inspect the index on request, and may obtain a copy of
the whole or any part at a price not exceeding the
administrative cost thereof .

5 . Any transaction which affects the manner in which
the capital is ascribed or allotted, or increased or
reduced, shall be entered on the index of members
referred to in paragraph 4 no later than the month fol ­
lowing that in which the change occurs .

6 . The transactions referred to in paragraph 5 shall
not take effect with respect to the SCE or third parties
until they are entered on the index referred to in para ­
graph 4 .

7 . The holders of the shares affected shall on request
be given a written statement certifying that the change
has been entered .

Article 12

( Loss of membership )

1 . Membership shall be lost :

— upon resignation,

— upon expulsion,

— upon assignment of all shares held, where this is

authorized by the statutes,

— upon winding up in the case of a legal entity,

— and in any other cases provided for in the statutes .

21.4 . 92 Official Journal of the European Communities No C 99 / 23

2 . The decision to expel a member shall be taken by
the administrative or management body, after the mem ­
ber has been heard . The member may appeal against
the decision to the general meeting .

3 . Where a legal entity is wound up, its membership
shall terminate at the end of the financial year in which
it took place, unless the statutes provide otherwise .

4 . Shares may be assigned or sold with the agreement
either of the general meeting or of the management or
administrative body, and in accordance with the sta ­

tutes .

5 . The SCE may not subscribe for its own shares, pur ­
chase them or accept them as security, either directly or
through a person acting in his own name but on behalf
of the SCE .

However, the SCE 's own shares may be accepted as
security in the ordinary transactions of credit institu ­
tions .

Article 13

( Financial entitlements of members in the event of

resignation or expulsion )

1 . Except where shares are assigned, loss of member ­
ship shall entitle the member to repayment of the capi ­
tal he has subscribed, reduced in proportion to any
losses charged against the capital of the SCE .

The statutes may provide that a member leaving the
SCE shall be entitled to a payment in proportion to his
share in the capital from a reserve established for the

purpose .

2 . The value of shares shall be calculated by reference
to the balance sheet for the financial year in which the
entitlement to repayment arose .

3 . The statutes shall lay down the time in which
repayment is to be made .

4 . Paragraphs 1, 2 and 3 shall apply where only a part
of a member 's shareholding is to be repaid .

5 . A member who has left the SCE or who has exer ­

cised his entitlement to partial repayment shall con ­
tinue to be bound by all the obligations towards the
SCE and towards third parties which were incumbent
upon him at the end of the financial year by reference
to which his entitlements were calculated, up to his pre ­
vious shareholding and any sums received from the
reserves, until the approval of the accounts of the fifth
financial year following the financial year of reference .

Article 14

( Minimum capital )

1 . The capital of the SCE shall be denominated in
ecus or in national currency .

2 . The capital of an SCE shall amount to not less
than ECU 100 000 or the equivalent in national cur ­

rency .

3 . The statutes shall lay down a sum below which the
capital may not be allowed to fall as a result of the
withdrawal of the capital previously subscribed by
members who resign or are expelled .

4 . The sum referred to in paragraph 3 shall be no less
than the sum laid down by the law of the Member State
# in which the SCE has its registered office and,, failing

any such legal provision, no less than one tenth of the
highest figure reached by the capital since the SCE was
formed . In no case may it be less than the sum required
by paragraph 2 .

Article 15

( Capital of the SCE )

1 . The capital of the SCE shall be represented by the
members ' shares referred to in paragraphs 3 and 4,
denominated in ecus or in national currency, and,
where appropriate, by other forms of own capital and
quasi-equity . More than one class of share may be
issued .

The statutes may provide that different classes of share
are to carry different entitlements with regard to the
distribution of surpluses . Shares carrying the same enti ­
tlements shall constitute one class .

2 . Shares must be held by named persons . The nom ­
inal value of shares in a single class shall be identical .
It shall be laid down in the statutes . Shares may not be
issued at a price lower than their nominal value .

3 . Shares issued for cash must be paid up on the day
of the subscription to not less than 25 % of their nom ­
inal value . The balance must be paid up within a
period of no more than five years .

4 . Shares issued otherwise than for cash must be fully
paid up at the time of subscription .

5 . The statutes shall lay down the minimum number
of shares which must be subscribed for in order to qual ­
ify for membership, and may lay down the maximum
proportion of the capital which any one member is
entitled to hold .

6 . The capital shall be variable . It may be increased
by successive subscriptions by members or on the

No C 99 / 24 Official Journal of the European Communities 21.4 . 92

admission of new members, and it may be reduced by
the total or partial repayment of subscriptions, subject
to Article 14 ( 2 ).

Variations in the amount of the capital shall not require
amendment of the statutes or disclosure .

When it considers the accounts for the financial year,
the general meeting shall by resolution record the
amount of the capital at the end of the financial year
and the variation by reference to the preceding finan ­
cial year .

The capital may be increased by the capitalization of
all or part of the reserves available for distribution, by
decision of the general meeting, in accordance with the
quorum and majority requirements for an amendment
of the statutes .

7 . The nominal value of shares may be increased by
consolidating the shares issued . Where such an increase
necessitates a call for supplementary payments from
the members under provisions laid down in the sta ­
tutes, the decision shall be taken by the general meet ­
ing, in accordance with the quorum and majority
requirements for an amendment of the statutes .

Members voting against the decision may exercise their
right to resign, in which case their shares shall be repaid
in accordance with Articles 13(1 ) and 14 ( 3 ).

8 . The nominal value of shares may be reduced by
subdividing the shares issued .

CHAPTER II

GENERAL MEETING

Article 16

( Competence )

The general meeting shall decide on :

( a ) matters for which it has sole responsibility under

this Regulation ;

( b ) matters for which the management board, supervi ­

sory board or administrative board does not have
sole responsibility as a result of :

— this Regulation,

— Directive / EEC [ supplementing the
Statute for a European cooperative society
with regard to the involvement of employees ],

— the law of the State where the SCE has its

# registered office,

— the statutes of the SCE .

Article 1 7

( Holding of general meeting )

1 . A general meeting shall be held at least once a
year, not later than six months after the end of the
SCE 's financial year .

2 . General meetings may be convened at any time by
the management board or the administrative board .
The management board is bound to convene the gen ­
eral meeting at the request of the supervisory board .

3 . The agenda for the general meeting held after the
end of the financial year shall include at least the
approval of the annual accounts and of the appropria ­
tion of the profit or treatment of the loss and the
approval of the annual report referred to in Article 46
of Directive 78 / 660 / EEC, to be submitted by the man ­
agement or administrative board .

4 . The statutes of an SCE with a management board
and a supervisory board may provide that a decision on
approval of the annual accounts is to be taken jointly
by the two boards in separate votes, and that the gen ­
eral meeting is to pass a resolution only if the boards
are unable to reach agreement .

Article 18

( Meeting called by a minority of members )

1 . Not less than 25 % of the members of the SCE,
which proportion may be reduced by the statutes, may
request that the general meeting be convened and its
agenda set .

2 . The request for a meeting shall give the reasons for
convening it and the items to be included on the
agenda .

3 . If, following a request made under paragraph 1, the
necessary steps have not been taken within one month,
the court or competent authority within the State where
the SCE 's registered office is situated may order the
convening of a general meeting or authorize either the
members who have requested it or their representative
to convene the meeting .

4 . A general meeting may during a meeting decide
that a further meeting be convened and set the date and
the agenda .

Article 19

( Notice of meeting )

1 . The general meeting shall be convened :

— by a notice published in the national gazette

appointed by the Member State in which the SCE

2.4 . 92 Official Journal of the European Communities No C 99 / 25

has its registered office in accordance with Article 3 4 . The statutes may permit postal voting, in which
( 4 ) of Directive 68 / 151 / EEC, case they shall lay down the necessary procedures .

— by a notice published in one or more newspapers

with a large circulation in the Member States,

— or by a notice in writing sent to every member of

the SCE by any available means .

2 . The notice calling the general meeting shall contain
the following particulars, at least :

— the name and the registered office of the SCE,

— the place and date of the meeting,

— the type of general meeting ( ordinary, extraordi ­

nary or special ),

— a statement of the formalities, if any, prescribed by
the rules for attendance at the general meeting and
for the exercise of the right to vote,

— the agenda, showing the subjects to be discussed

and the proposals for resolutions .

3 . The period between the date of publication of the
notice or the date of dispatch of the communication
referred to in paragraph 1 and the date of the opening
of the general meeting shall be not less than 30 days .

Article 22

( Voting rights )

1 . Each member of the SCE shall have one vote, irres ­
pective of the number of shares he holds .

2 . The statutes may allow members to have more than
one vote . The statutes shall, in that event, lay down the
circumstances in which a member may have more than
one vote ; this must depend on the measure to which
the member takes part in the SCE 's activities . The sta ­
tutes must lay down limits on the number of votes
which may be cast by a single member and the number
of other members for whom a member may act as

proxy .

3 . Members who do not expect to use the services of
the SCE (' non-user ' members ) may together have vot ­
ing rights amounting to no more than one third of those
of all the members .

Article 23

( Rules of conduct )

Article 20 The detailed rules governing the conduct of general
meetings shall be laid down in the statutes .

( Addition of items to the agenda )

Article 24

Not less than 25 % of the members of the SCE, which
proportion may be reduced by the statutes, may, within
ten days of receipt of the notice convening a general
meeting, request the addition of one or more items to
the agenda .

Article 21

( Attendance and proxies )

1 . Only members shall be entitled to speak and vote
at the general meeting .

2 . Members of the management board, authorized
representatives acting for the holders of non-voting,
shares, members of the administrative board to whom
management responsibilities have been delegated and
salaried managers may attend the general meeting, and
shall be entitled to speak but not to vote unless they are
members of the SCE .

3 . Persons entitled to vote shall be entitled to appoint
a proxy to represent them at the general meeting in
accordance with procedures to be laid down in the sta ­

tutes .

( Right to information )

1 . Every member who so requests at a general meet ­
ing shall be entitled to obtain information from the
management or administrative board on the affairs of
the SCE arising from items on the agenda or concern ­
ing matters on which the general meeting may take a
decision in accordance with Article 25 ( 2 ).

2 . The management or administrative board may
refuse to supply such information only where :

— it would be likely to be seriously prejudicial to the

SCE,

— its disclosure would be incompatible with a legal

obligation of confidentiality .

3 . A member to whom information is refused may
require that his question and the grounds for refusal be
entered in the minutes of the general meeting .

4 . A member to whom information is refused may
challenge the validity of the refusal in the court within
# whose jurisdiction the SCE has its registered office .

Application to the court shall be made within two
weeks of the closure of the general meeting .

No C 99 / 26 Official Journal of the European Communities 21.4 . 92

5 . In particular, before the general meeting that fol ­
lows the end of the financial year members may exam ­
ine any accounting documents that must be drawn up
in accordance with the national measures adopted pur ­
suant to Directives 78 / 660 / EEC and 83 / 349 / EEC

Article 25

( Decisions )

1 . The general meeting shall not pass any resolution
concerning items which have not been communicated
or published in accordance with Article 19 ( 2 ).

2 . Paragraph 1 shall not apply when all the members
are present or represented at the general meeting and
no member objects to the matter in question being dis ­
cussed .

3 . The statutes shall lay down the quorum and major ­
ity requirements which are to apply to ordinary general
meetings .

4 . The calculation of votes cast shall not include

abstentions or spoilt or blank votes .

5 . A general meeting may amend the statutes the first
time it is convened only if the members present or
represented represent at least half of the number of
members on the date the general meeting is convened,
and the second time it is convened only if they make
up or represent at least one quarter of that number . At
least two thirds of the votes of the members present or
represented must be cast in favour . A general meeting
may pass a resolution to wind up the SCE only in
accordance with the same requirements .

The third time the meeting is convened no quorum
shall be necessary .

The general meeting shall act by majority of the votes
held by the members present or represented .

Article 26

( Minutes )

1 . Minutes shall be drawn up for every general meet ­
ing . The minutes shall contain the following particu ­
lars :

— the place and date of the meeting,

— the resolutions passed,

— the result of the voting .

2 . There shall be annexed to the minutes the attend ­
ance list, the documents relating to the convening of

the general meeting, and the reports submitted to the
members on the items on the agenda .

3 . The minutes and the documents annexed thereto

shall be retained for at least five years . A copy of the
minutes and the documents annexed thereto may be
obtained by any member, free of charge, upon request .

Article 27

( Actions to have resolutions of general meeting declared

void )

1 . Resolutions of the general meeting may be
declared void on the grounds that they infringe this

Regulation or the statutes of the SCE in the following

manner :

— an action for such a declaration may be brought by

any member provided he can show that he has an
interest in having the infringed provision observed,

— the action for such a declaration shall be brought

within three months before the court within whose

# jurisdiction the SCE has its registered office the ;

procedure in the action shall be governed by the
law of the State in which the SCE has its registered
office,

— having heard the SCE, the court may suspend

application of the contested resolution ; it may also
require the applicant to lodge security for the dam ­
age which may result from the suspension of appli ­
cation of the resolution, if the application is ulti ­
mately dismissed as inadmissible or unfounded,

— judgments declaring a resolution void or ordering

that its application be suspended shall be effective

erga omnes, without prejudice to claims on the
SCE acquired in good faith by third parties .

2 . Decisions of a court declaring a resolution of the
general meeting void or non-existent shall be the sub ­
ject of disclosure in accordance with Article 6 .

Article 28

( Sectional meetings )

Where the SCE carries on several distinct activities, or
where it has several establishments, or where its activi ­
ties span more than one territorial unit, or where it has
more than 500 members, the statutes may provide for
the holding of sectional meetings to consider the same
agenda separately before the general meeting is held .
These meetings shall elect delegates, who shall in their
turn be convened as the general meeting . The statutes

2 . 4 . 92 Official Journal of the European Communities No C 99 / 27

shall lay down the division into sections, the number of
delegates for each section, and the procedures to be fol ­
lowed .

Article 29

( Resolutions adversely affecting the rights of a class of

member )

Where a resolution of the general meeting would
adversely affect the rights of a particular class of mem ­
ber, it must be approved by those members by a separ ­
ate vote, to which the voting rules referred to in Article
22 shall apply mutatis mutandis .

Where the statutes are to be amended in a way which
adversely affects a particular class of member, those
members shall vote according to the majority rules
referred to in Article 25 ( 5 ).

CHAPTER III

MANAGEMENT, SUPERVISORY AND

ADMINISTRATIVE BODIES

Article 30

( Structure )

Under the conditions laid down by this Regulation the
statutes of the SCE shall organize the structure of the
SCE either according to a two-tier system ( management
board and supervisory board ) or according to a one-tier
system ( administrative board ). A Member State may,
however, require that SCEs having their registered off ­
ice on its territory adopt either the two-tier or the one ­
tier system as it shall determine .

Section I

Two-tier system

Subsection 1

Management board

Article 31

( Functions of the management board ; appointment of

members )

1 . The management board shall manage the SCE . The
member or members of the management board shall
have the power to represent the SCE in dealings with
third parties and in legal proceedings in accordance
with the measures adopted pursuant to Directive 68 /

151 / EEC by the Member State in which the SCE has
its registered office .

2 . The member or members of the management board
shall be appointed and removed by the supervisory
board .

3 . No person may at the same time be a member of
the management board and of the supervisory board .

However, the supervisory board may nominate one of
its members to exercise the function of member of the

management board in the event of a vacancy . During
such a period the function of the person concerned as
member of the supervisory board shall be suspended .

4 . The number of members of the management board
shall be laid down in the statutes of the SCE .

Article 32

( Chairmanship, convening of meetings )

1 . The statutes may provide that the management
board is to elect a chairman from among its members .

2 . Meetings of the management board shall be con ­
vened in accordance with the statutes of the SCE or the

rules of procedure of the board . In any event any mem ­
ber of the board may convene a meeting where urgency
requires, stating his reasons .

Subsection 2

Supervisory board

Article 33

( Functions of the supervisory board ; appointment of

members )

1 . The supervisory board shall supervise the duties
performed by the management board . It may not itself
exercise the power to manage the SCE . The supervisory
board may not represent the SCE in dealings with third
parties . It shall represent the SCE in dealings with
members of the management board, or one of them, in
respect of litigation or the conclusion of contracts .

2 . The members of the supervisory board shall be
appointed and removed by the general meeting . How ­
ever, the members of the first supervisory board may be
appointed in the statutes . This provision shall apply
without prejudice to national law permitting a minority
of shareholders to appoint some of the members of a
board .

3 . The number of members of the supervisory board
shall be laid down in the statutes . A Member State

may, however, stipulate the number of members of the
supervisory board for SCEs registered in its territory .

No C 99 / 28 Official Journal of the European Communities 21.4 . 92

Article 34

( Right to information )

1 . The management board shall report to the supervi ­
sory board at least once every three months on the pro ­
gress and foreseeable prospects of the SCE 's affairs,
taking particular account of any information relating to
undertakings controlled by the SCE that may signifi ­
cantly affect the progress of the SCE .

2 . The management board shall communicate to the
supervisory board without delay any information which
may have an appreciable effect on the SCE .

3 . The supervisory board may at any time require the
management board to provide information or a special
report on any matter concerning the SCE .

4 . The supervisory board may undertake all investiga ­
tions necessary for the performance of its duties . It may
appoint one or more of its members to carry out this
task and may call in the help of experts .

5 . Each member of the supervisory board shall be
entitled to examine all information communicated by
the management board to the supervisory board .

Article 35

( Chairmanship, calling of meetings )

1 . The supervisory board shall elect a chairman from
among its members .

2 . The chairman shall convene a meeting of the
supervisory board under the conditions laid down in
the statutes, on his own initiative, or at the request of at
least one third of the members of the supervisory
board, or at the request of the management board . The
request must indicate the reasons for calling the meet ­
ing . If no action has been taken in respect of such a
request within 15 days the meeting of the supervisory
board may be called by those who made the request .

Section II

The one-tier system

Article 36

( Functions of the administrative board ; appointment of

members )

1 . The administrative board shall manage the SCE .
The member or members of the administrative board

shall have the power to represent the SCE in dealings
with third parties and in legal proceedings in accord ­

ance with the measures adopted pursuant to Directive
68 / 15 1 / EEC by the Member State in which the SCE
# has its registered office .

2 . The administrative board shall have at least three

members within limits fixed by the statutes . Non-user
members may be appointed to the administrative
board, but may not form a majority .

3 . The administrative board may delegate to one or
more of its members the power of management . It may
also delegate certain management responsibilities to
one or more persons not members of the board ; such
management responsibilities may be revoked at any
time . The statutes, or if the statutes are silent, the gen ­
eral meeting shall lay down the conditions within
which such delegation shall operate .

4 . The member or members of the administrative
board shall be appointed and removed by the general
meeting .

Article 37

( Holding of meetings and right to information )

1 . The management board shall meet at least once
every three months, at intervals laid down by the sta ­
tutes, to discuss the progress and foreseeable prospects
of the SCE 's affairs, taking particular account of any
information relating to undertakings controlled by the
SCE that may significantly affect the progress of the
SCE .

2 . The administrative board shall meet to deliberate

on the operations referred to in Article 43 .

3 . Each member of the administrative board shall be

entitled to examine all reports, documents and infor ­
mation supplied to the board concerning the matters
referred to in paragraph 1 .

Article 38

( Chairmanship, calling of meetings )

1 . The administrative board shall elect a chairman

from among its members .

2 . The chairman shall convene a meeting of the
administrative board under the conditions laid down in

the statutes, either on his own initiative or at the
request of at least one third of the members . The
request must indicate the reasons for calling the meet ­
ing . If the request is not satisfied within 15 days the
meeting of the administrative board may be called by
those who made the request .

21.4 . 92 Official Journal of the European Communities No C 99 / 29

Section III

Rules common to the one-tier and two-tier board systems

Article 39

( Term of office )

1 . Members of the governing bodies shall be
appointed for a period laid down in the statutes not
exceeding six years .

2 . Board members may be reappointed one or more
times for the period laid down in accordance with para ­
graph 1 .

Article 40

( Conditions of membership )

1 . The statutes of the SCE may permit a legal person
or any other legal entity to be a member of a board,
provided that the law of the State in which the SCE has
its registered office does not provide otherwise in res ­
pect of domestic cooperative societies .

That legal person or other legal entity shall designate a
natural person as its representative to exercise its func ­
tions on the board in question . The representative shall
be subject to the same conditions and obligations as if
he were personally a member of the board .

2 . No person may be a member of a management,
supervisory or administrative board nor a representa ­
tive of a member within the meaning of paragraph 1,
nor have conferred on him powers of management or
representation, who :

— under the law applicable to him, or

— under the law of the State in which the SCE has its

# registered office or,

— as a result of a judicial or administrative decision

delivered or recognized in a Member State,

is disqualified from serving on the management, super ­
visory or administrative board of any legal person .

Article 41

( Rules of procedure )

Each governing body may draw up rules of procedure
under the conditions laid down by the statutes of the
SCE . Any member of the SCE or competent authority
may consult those rules of procedure at the registered
office of the SCE .

Article 42

( Power of representation ; liability of the SCE )

1 . Where the authority to represent the SCE in deal ­
ings with third parties, in accordance with Articles 31
( 1 ) and 36 ( 1 ), is conferred on two or more members of
governing bodies, those persons shall exercise that
authority collectively .

2 . However, the statutes of the SCE may provide that
the SCE shall be validly bound either by each of the
members acting individually or by two or more of them
acting jointly . Such a clause may be relied upon against
third parties where it has been disclosed in accordance
with Article 6 .

3 . Acts performed by members of the governing bod ­
ies of the SCE shall bind the SCE vis-a-vis third parties,
even where the acts in question are not in accordance
with the objects of the SCE, providing they do not
exceed the powers conferred on them by law or which
the law allows to be conferred on them .

However, Member States may provide that the SCE
shall not be bound where such acts are outside the

objects of the SCE, if it proves that the third party
knew that the act was outside those objects or could
not in view of the circumstances have been unaware of

it ; disclosure of the statutes shall not of itself be suffi ­
cient proof thereof .

4 . The appointment, termination of office and parti ­
culars of the persons who may represent an SCE must
be disclosed in accordance with Article 6 . The informa ­

tion disclosed must state whether these persons are
authorized to bind the SCE individually or whether
they must act jointly .

Article 43

( Operations requiring authorization )

1 . The following operations shall require the authori ­
zation of the supervisory board or the deliberation of
the administrative board :

( a ) any investment project requiring an amount more

than the percentage of subscribed capital fixed in
accordance with ( e ) ;

( b ) the setting up, acquisition, disposal or closing

down of undertakings, establishments or parts of
establishments where the purchase price or dis ­
posal proceeds account for more than the percen ­
tage of subscribed capital fixed in accordance with
( e );

No C 99 / 30 Official Journal of the European Communities 21.4 . 92

( c ) the raising or granting of loans, the issue of debt

securities and the assumption of liabilities of a
third party or suretyship for a third party where the
total money value in each case is more than the
percentage of subscribed capital fixed in accord ­
ance with ( e ) ;

( d ) the conclusion of supply and performance con ­

tracts where the total turnover provided for therein
is more than the percentage of turnover for the pre ­
vious financial year fixed in accordance with ( e );

( e ) the percentage referred to in ( a ) to ( d ) shall be

determined by the statutes of the SCE . It shall not
be less than 5 nor more than 25 % .

2 . The statutes of the SCE may provide that para ­
graph 1 shall also apply to other types of decisions .

3 . A Member State may determine the categories of
operation referred to in paragraph 1 for SCEs registered
in its territory under the same conditions as those
applying to cooperative societies governed by the law
of that State .

4 . A Member State may provide that the supervisory
or administrative board of SCEs registered in its terri ­
tory may itself make certain categories of operation
subject to authorization or deliberation under the same
conditions as those applying to cooperative societies
governed by the law of that State .

Article 44

( Rights and obligations )

1 . Within the scope of the functions attributed to
them by this Regulation each of the members of a
board shall have the same rights and obligations as the
other members of the board of which he is a member .

Article 45

( Conduct of business on boards )

1 . Boards of the SCE shall conduct business under

the conditions and in the manner set out in the statutes

of the SCE .

Where the statutes are silent, a board shall not conduct
business validly unless at least half of its members are
present at the discussions . Decisions shall be taken by
majority of the members present or represented .

2 . The chairman of each board shall have a casting
vote in the event of a tie .

Article 46

( Civil liability )

1 . Members of the management, supervisory or
administrative board shall be liable for loss or damage
sustained by the SCE as a result of breach of the obli ­
gations attaching to their functions .

2 . Where the board concerned is composed of more
than one member, all the members shall be jointly and
severally liable for loss or damage sustained by the
SCE ; however, a member may be relieved of liability if
he can prove that he is not in breach of the obligations
attaching to his functions .

Article 47

( Proceedings on behalf of the SCE )

1 . The general meeting, by a majority of the votes of
the members present or represented, shall take the deci ­
sion to initiate proceedings, in the name and on behalf
of the SCE, to establish liability under Article 46 ( 1 ).

The general meeting shall appoint a special representa ­
tive to conduct the action .

2 . Not less than one fifth of the members may like ­
wise decide to initiate proceedings to establish liability
in the name and on behalf of the SCE . They shall
appoint a special representative to conduct the action .

2 . All board members shall carry out their functions
in the interests of the SCE, having regard in particular
to the interests of the members and the employees . Article 48

( Limitation of actions )

3 . All board members shall exercise a proper discre ­
# tion, even after they have ceased to hold office in res, ­

pect of information of a confidential nature concerning
the SCE .

No proceedings on the SCE 's behalf to establish liabil ­
ity may be initiated more than five years after the act
giving rise to loss or damage .

21.4 . 92 Official Journal of the European Communities No C 99 / 31

CHAPTER IV

CAPITAL, OWN FUNDS AND BORROWING

Article 49

( Holders of non-voting shares )

1 . The statutes may provide for the issue of shares
whose holders are to have no voting rights, to be sub ­
scribed for by members or by non-members interested
in the progress of the SCE .

2 . Holders of shares which do not carry voting rights
may be given special advantages .

3 . The total nominal value of such shares held may
not exceed a figure laid down in the statutes .

4 . The statutes must include provisions ensuring that
the interests of holders of non-voting shares can be
represented and defended .

In particular, the statutes shall provide for special
meetings of such shareholders . Before any decision of
the general meeting is taken, a special meeting may
state its opinion, which shall be brought to the atten ­
tion of the general meeting by the representatives
which the special meeting appoints .

This opinion shall be recorded in the minutes of the
general meeting .

Article 50

( Non-user investor members )

Where the statutes authorize persons who do not expect
to use the SCE 's services to subscribe for voting shares,
the statutes may lay down special provisions for the
benefit of such non-user members with regard to the
distribution of surpluses .

Article 51

( Financing )

Article 52

( Dividend )

The statutes may provide for the payment of a dividend
to members in proportion to their business with the

SCE, or the services they have performed for it, in
accordance with the law governing cooperative socie ­
ties in the State in which the SCE has its registered off ­
ice .

Article 53

( Legal reserve )

1 . The statutes shall provide for the mode of applica ­
tion of the surplus for each financial year .

2 . Where there is a surplus the statutes shall require
the establishment of a legal reserve funded out of the
surplus before any further allocation .

Until such time as the legal reserve is equal to the capi ­
tal of the SCE, the amount allocated to it may not be
less than 15 % of the surplus .

3 . Members leaving the SCE shall have no claim
against the sums thus allocated to the legal reserve .

Article 54

( Allocation of the available surplus )

1 . The balance of the surplus after deduction of the
allocation to the legal reserve and of any sums paid out
in dividends, with the addition of any surpluses carried
over from previous years, shall constitute the surplus
available for distribution .

2 . The general meeting which considers the accounts
for the financial year may allocate the surplus in the
order and proportions laid down by the statutes, and in
particular :

— carry them forward to the next account,

— appropriate them to any ordinary or extraordinary

non-statutory reserve fund,

— provide a return on paid-up capital and own funds

and quasi-equity, payment being made in cash or

An SCE may make use of all forms of financing in the shares .
State in which it has its registered office under the same
conditions as those applying to the legal entities which
founded it . 3 . The statutes may also prohibit any distribution .

No C 99 / 32 Official Journal of the European Communities 21.4 . 92

CHAPTER V

ANNUAL ACCOUNTS, CONSOLIDATED ACCOUNTS

AND AUDITING

Article 55

( Preparation of annual accounts and consolidated

accounts )

1 . For the purposes of drawing up its annual accounts
and its consolidated accounts if any, including the
annual report accompanying them and their auditing
and publication, the SCE shall be subject to the mea ­
sures adopted in the State in which it has its registered
## office pursuant to Directives 78 / 660 / EEC and 83 /

349 / EEC .

2 . The SCE may draw up its annual accounts, and its
consolidated accounts if any, in ecus . In this event the
bases of conversion used to express in ecus those items
included in the accounts which are or were originally
expressed in another currency must be disclosed in the
notes to the accounts .

Article 56

( Auditing )

The annual accounts of the SCE, and its consolidated
accounts, if any, shall be audited by one or more per ­
sons authorized to do so in the Member State in which

the SCE has its registered office in accordance with the
measures adopted in that State pursuant to Directives
84 / 253 / EEC and 89 / 48 / EEC . Those persons shall also
verify that the annual report is consistent with the
annual accounts, and the consolidated accounts if any,
for the same financial year .

Article 57

( Internal audit body )

The statutes may provide for the establishment of an
internal body whose members, elected from among the
members of the SCE, shall be responsible for auditing
the SCE 's accounts and monitoring its management on
a continuous basis . They shall report on their activities
each year to the general meeting . Where the law of the
State in which the SCE has its registered office requires
that the accounts of cooperative societies be audited by
persons outside the society, an internal audit body can ­
not replace the persons provided for by law .

Article 58

( System of auditing )

has its registered office requires such a system for all
cooperatives covered by the law of that State .

2 . In Member States where the law governing
national cooperative societies requires an audit by one
or more audit bodies, those bodies shall be authorized
to audit the consolidated accounts provided the parent
society has its registered office in one of those States .

Article 59

( Disclosure of accounts )

The annual accounts, the consolidated accounts if any,
duly approved, and the annual report and audit report
shall be disclosed in accordance with the measures

adopted by the Member State in which the SCE has its
registered office pursuant to Article 3 of Directive 68 /

151 / EEC .

Article 60

( Credit or financial institutions and insurance

undertakings )

SCEs which are credit or financial institutions or insur ­

ance undertakings shall comply, as regards the draw ­
ing-up, auditing and disclosure of annual accounts and
consolidated accounts, with the rules laid down by the
measures adopted in the Member State in which the
SCE has its registered office pursuant to Directive 86 /
635 / EEC, or, as the case may be, pursuant to Council
## Directive .../... / EEC of . . . [ on the annual accounts

and consolidated accounts of insurance undertakings ]
(')•

CHAPTER VI

WINDING UP AND LIQUIDATION

Section I

Winding up

Article 61

( Winding up by the general meeting )

1 . An SCE may be wound up by a decision of the
general meeting ordering its winding up, taken in
accordance with the rules laid down in Article 25 ( 5 ).

However, the general meeting may decide, in accord ­
ance with the same rules, to annul the decision to wind
up, as long as there has been no distribution on the
basis of the liquidation .

1 . An SCE must accept and submit to a system of
auditing where the law of the State in which the SCE (') OJ No L

21.4 . 92 Official Journal of the European Communities No C 99 / 33

2 . The management or administrative board must
convene a general meeting to take a decision on the
winding up of the SCE :

— where the period fixed in the statutes has expired,

— where the subscribed capital has been reduced

below the minimum capital laid down in the sta ­

tutes,

— where the disclosure of accounts has not taken

place in the SCE 's last three financial years,

— where the number of members is below the mini ­

mum required by this Regulation or by the SCE 's

statutes,

— on any grounds laid down either in the law govern ­

ing the legal entities which founded the SCE, in the
State in which the SCE has its registered office, or
in the statutes .

The general meeting shall decide :

— either to wind up the SCE in accordance with

Article 25 ( 7 ),

— or, in accordance with Article 25 ( 5 ), that the SCE
shall continue its activities .

Article 62

( Winding up by the court )

On an application by any person concerned or any
competent authority, the court of the place where the
SCE has its registered office must order the SCE to be
wound up where it finds that the registered office has
been transferred outside the Community, or that the
SCE 's activities are being carried on contrary to public
policy in the Member State in which the SCE has its
# registered office or in, breach of Article 1 ( 2 ) or ( 3 ) or of

Article 9 ( 1 ).

The court may grant the SCE a period of time to rectify
the situation . If it fails to do so within the time allowed

the court shall order it to be wound up .

Section II

Liquidation

Article 63

( Liquidation )

1 . The winding up of an SCE shall entail its liquida ­
tion .

2 . The liquidation of an SCE and the conclusion of
its liquidation shall be governed by the law of the State
in which it has its registered office .

3 . An SCE in liquidation shall continue to have legal
personality until the conclusion of the liquidation .

4 . Following the liquidation, the books and records
relating to the liquidation shall be lodged at the register
referred to in Article 5 ( 3 ). Any interested party may
examine such books and records .

Article 64

( Distribution )

After the creditors have been paid in full, and anything
due to designated beneficiaries has been distributed,
the assets of the SCE shall, except where otherwise
stated in the statutes, be distributed by decision of the
general meeting either to other SCEs or cooperative
societies governed by the law of a Member State or to
one or more bodies having as their object the support
and promotion of cooperative societies .

CHAPTER VII

INSOLVENCY AND SUSPENSION OF PAYMENTS

Article 65

( Insolvency and suspension of payments )

1 . The SCE shall be subject to the law of the State in
which it has its registered office in respect of insol ­
vency and suspension of payments .

2 . The opening of insolvency or suspension of pay ­
ments proceedings shall be notified by the person
appointed to conduct the proceedings for entry in the
register referred to in Article 5 ( 3 ). The entry in the
register shall show the following :

( a ) the nature of the proceedings, the date of the order,

and the court making it ;

( b ) the date on which payments were suspended, if the

court order provides for this ;

( c ) the name and address of the administrator, trustee,

receiver, liquidator or any other person having
power to conduct the proceedings, or of each of
them where there are more than one ;

( d ) any other information considered necessary .

3 . Where the court finally dismisses an application for
the opening of the proceedings referred to in paragraph
2 owing to want of sufficient assets, it shall, either of its
own motion or on application by any interested party,
order its decision to be noted in the register referred to
in Article 5 ( 3 ).

4 . Particulars registered pursuant to paragraphs 2 and
3 shall be published in the manner referred to in
Article 6 .

No C 99 / 34 Official Journal of the European Communities 21.4 . 92

TITLE II

FINAL PROVISIONS

Article 66 Article 67

( Penalties )

Each Member State shall specify the penalties to be
imposed in the case of breach of the provisions of this
Regulation and, where appropriate, of any relevant
national measures ; the penalties must be effective, pro ­
portionate and dissuasive .

Each Member State shall take the necessary measures
before 1 January 1993 and shall forthwith inform the
Commission thereof .

This Regulation shall enter into force on 1 January
1993 .

This Regulation shall be binding in its entirety and
directly applicable in all Member States .

21.4 . 92 Official Journal of the European Communities No C 99 / 35

ANNEX

Legal entities referred to in Article 9

In Belgium

cooperative societies governed by Sections 141 to 164 of the Consolidated Commercial Companies Act ;
mutual insurance associations within the scope of Section 2 of the Insurance Act of 11 June 1874 and
Section 1 1 of the Act of 9 July 1975 on the Supervision of Insurance Undertakings ; and mutual societies
within the scope of the Act of 6 August 1990 on Mutual Societies and National Unions of Mutual Socie ­
ties

In Denmark

cooperative societies and associations as defined and recognized under the principles formulated by the
International Cooperative Alliance ( ICA ), and entities such as the Supplementary Health Insurance
Fund and mutual societies

In Spain

cooperatives within the scope of Act No 3 / 1987 of 2 April 1987 ; credit cooperatives within the scope of
the Act of 26 May 1989 ; workers limited companies within the scope of the Act of 25 April 1986 ; coop ­
eratives within the scope of the following legislation of the autonomous communities :

— Basque country : the Act of 1 1 February 1982,

— Catalonia : the Act of 9 March 1983,

— Andalusia : the Act of May 1985,

— Valencia : the Act of 25 October 1985,

and the social providence bodies, industrial accident mutual societies and mutual societies governed by
the Act of 2 August 1984 on the Regulation of Private Insurance

In France

cooperatives within the scope of the Cooperative Statute of 10 September 1947 ; mutual insurance socie ­
ties governed by R. 322-42 et seq . of the Insurance Code ; and mutual societies governed by the Mutual
Societies Code of 25 July 1985

In Greece

cooperatives within the scope of Act No 1541 of 1985 ; and entities within the scope of the law on
mutual societies

In Ireland

cooperatives and other societies within the scope of the Industrial and Provident Societies Acts of 1893,
the Friendly Societies Acts, the amendment to the 1893 Industrial and Provident Societies Act 1978, the
Credit Union Act 1966, public limited companies, and the Voluntary Health Insurance Board governed
by the Voluntary Health Insurance Act 1957

In Italy

cooperative societies and mutual insurance societies governed by Title VI of the Civil Code ; the cooper ­
atives referred to by legislation and regulations specific to certain categories ; and the mutual insurance
societies and mutual societies within the scope of the Mutual Societies Code of 15 April 1886

No C 99 / 36 Official Journal of the European Communities 21.4 . 92

In Luxembourg

cooperative societies governed by Sections 113 et seq . of the Commercial Companies Act of 10 August

1915 ; mutual insurance associations governed by Section 2 of the Act of 16 May 1891 ; mutual assist ­
ance societies and mutual societies governed by the Act of 7 July 1961 and the Grand-Ducal Regulation
of 31 July 1961

In the Netherlands

cooperative unions governed by Title III on associations, of the Second Book of the Civil Code ; mutual
guarantee societies provided for in the regulations on mutual guarantee societies ; and the health insur ­
ance funds ( Association of Dutch Health Insurers ( VNZ ) and the Silver Cross ( Zilverenkruis ), within the
scope of the Act of 1 January 1966 or of the General Act on Special Health Expenses

In Portugal

cooperatives governed by Decree-Law No 454 / 80 of 9 October 1980, and cooperatives referred to by the
Code and governed by laws dealing specifically with certain sectors ; mutual societies and associations
within the scope of Decree-Law No 72 / 90 of 3 March 1990 ; charitable institutions ( misericordias ) within
the scope of Sections 167 to 194 of the Civil Code, on associations and foundations ; and mutual insur ­
ance societies

In Germany

cooperatives governed by the Act of 1 May 1889 ( RGB1 . S. 55 ) published on 20 May 1898 ( RGB1 . S. 369,
810 ) as amended in particular by the Amending Act of 8 October 1973 ( BGB1 . I S. 1451 ) and the Com ­
pany Accounts Directives Transposition Act of 19 December 1985 ( BGB1 . I S. 2355 ); mutual insurance
associations within the scope of the Insurance Undertakings Supervision Act of 6 June 1931, as
amended on 1 July 1990

In the United Kingdom

cooperatives governed by the Industrial and Provident Societies Acts 1876 ; all other forms of company
or partnership recognized under the cooperative principles laid down by the International Cooperative
Alliance ; and societies within the scope of the Friendly Societies Acts, the Building Societies Acts, and
the Credit Unions Act 1979