The features of a cooperative company
A cooperative company must have at least three founders. The cooperative company structure is only for genuine cooperative scenarios. The main goal must be to meet the requirements of shareholders.
A minimum amount of capital is no longer required to create a cooperative company, but the founders must have sufficient initial assets for the business activities the company wishes to carry out.
Removing the minimum capital requirement has also been counterbalanced by the strengthening of rules regarding the liability of the founder and the financial plan upon creation of the company. Each distribution of dividends to shareholders is subject to a “double distribution test” made up of a balance sheet or solvency test and a liquidity test.
CONTRIBUTION IN KIND
Before creating the company, the founders must request a company auditor to record in detail every asset to be contributed in kind and draw up a report on how the assets were assessed. They must also specify the compensation given to the founder in exchange for the assets contributed in kind.
Contributions of skills or expertise are assimilated with the contribution in kind (same assessment rules) and are also overseen by the auditor.
The founders of a cooperative company must draw up a financial plan and submit it, once signed, to a notary on the day the company is officially set up. This is a plan forecasting the requirements and resources of the company for the first two financial years.
A cooperative company can only issue registered shares with voting rights and obligations.
REGISTER OF SHARES
As soon as a company whose capital is made up of registered shares is founded, the shareholders must complete a register of shares. They must then keep it regularly updated.
It is essential for a cooperative company to sign a notarial deed. The incorporation deed will normally contain the company's articles of association. The articles of association contain the clauses establishing the company rules and governing the relationships with persons external to the company, relationships between shareholders, the powers of the company's representatives, and so on. Of course, they must comply with all legal provisions.
TRANSFER OF SECURITIES
Unless statutory provisions state otherwise, shares can be freely transferred to shareholders, in compliance with the conditions set out in the articles of association, where applicable. Shares can only be transferred to third parties if they belong to the categories established by the articles of association and meet the statutory requirements for becoming a shareholder.
Company shares can be transferred simply by issuing a transfer declaration in the register of shares, dated and signed by the party transferring the shares and the transferee (the new owner). Such a transfer often occurs following a transfer agreement which sets out all the conditions of the transfer (date of transfer of rights relating to the securities, number of securities, price, etc.).
A cooperative company is managed by a director or a board of directors. A director may be appointed to carry out the day-to-day management of the company.
The liability of the directors is legally limited according to the size, turnover and balance sheet total of the company in question.
Unless statutory provisions state otherwise, the general assembly can terminate a director's mandate at any point without needing to provide any justification.
A company auditor shall be instated if the company exceeds at least two of the following three criteria: 50 workers, turnover: €9,000,000, balance sheet total: €4,500,000.