The Societas Cooperativa Europaea (SCE)
If you have operations in several countries, a European legal structure can be convenient. You can establish a European cooperative society, or SCE, in all EU Member States. You can also move the headquarters to another country without dissolving and re-establishing the legal form.
What is the European Cooperative Society (Societas Cooperativa Europaea, SCE)?
The European cooperative society is a European legal form with characteristics of the cooperative and the public limited company (naamloze vennootschap in Dutch). SCE cooperatives can set up new cooperatives at European level for activities in several countries more easily. The SCE is not tied to any EU Member State. This makes it possible to move the official address of the company (registered office) to another country. The SCE does not have to be dissolved or re-established. The rules of the Member State where the SCE is established apply to the preparation, auditing and publication of financial statements. The capital of the SCE consists of the shares of its members. The members jointly contribute at least €30,000.
How do you set up an SCE?
You can start an SCE:
- with at least 5 natural persons residing in at least 2 Member States
- with a combination of natural persons and legal entities. In that case, you need at least 5 natural persons, legal persons and / or companies residing in or governed by the law of 2 Member States
- with at least 2 legal persons and / or companies, if these are governed by the law of at least 2 Member States
- by a cross-border merger between cooperatives from at least 2 Member States
- by conversion of a Dutch cooperative into an SCE, if it has had a branch or subsidiary for at least 2 years under the law of another Member State
To set up an SCE, a notarial deed is required and the Ministry of Justice and Security must issue a 'certificate of no objection'. You can set up an SCE in all EU countries. A European regulation applies, the Statute for a European Cooperative Society. Any matters not regulated by this regulation are governed by the law of the country in which the registered office of the SCE is located. The central board must also reside in this country.
For an SCE with its registered office in the Netherlands, registration in the Business Register of the Chamber of Commerce is mandatory. Registration is only allowed after all set-up requirements have been met and agreements are in place about the arrangement of the employees.
Taxes
An SCE has the same tax status as any other multinational company and must therefore pay taxes in those countries where the company is permanently established.
Questions relating to this article?
Please contact the Netherlands Chamber of Commerce, KVK