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Source: BUS Sachsen-Anhalt (Linie6PLus)

Registering a European Cooperative Society (SCE) in the register of cooperatives

Description

You can apply for entry in the register of cooperatives via your notary in the following cases:

  • for the formation of a new European Cooperative Society
  • for mergers of existing cooperatives
  • for the conversion of an existing cooperative

A registered European Cooperative Society (SCE - "Societas Cooperativa Europaea") is considered a legal entity that is itself the holder of rights and obligations. If the SCE has its registered office abroad but operates branches in Germany, you must register this branch as such for entry in the register of cooperatives and register a trade for it.

  • You must
    • establish a new European Cooperative,
    • merge at least 2 cooperatives into one European Cooperative or
    • convert an existing cooperative into a European Cooperative.
  • A European Cooperative Society can be founded by at least 5 natural persons who are resident in at least 2 different Member States of the European Union (EU).
  • A European Cooperative Society can also be founded jointly by a total of at least 5 natural persons and legal entities, if the domiciles of the natural persons or the law to which the legal entities are subject are located in at least 2 different EU Member States.
  • Without the participation of natural persons, at least 2 legal persons may establish a European Cooperative Society if the founding legal persons are subject to the law of at least 2 different EU Member States.
  • 2 or more cooperatives may merge with each other to form a European Cooperative if at least 2 of the merging cooperatives are subject to the law of different EU Member States.
  • An existing cooperative can be converted into a European Cooperative if the existing cooperative
    • was founded in a member state of the EU,
    • has its registered office or head office in an EU member state and
    • has a branch or cooperative subsidiary that has existed for at least 2 years in another EU member state and is subject to the law applicable there.
  • When founding, merging or converting, you must involve your employees. In principle, this requires
    • there must be an agreement on employee participation,
    • the negotiating body must have decided not to enter into negotiations or to break them off, or
    • the negotiation period has expired.
  • The European Cooperative must be authorized to join a cooperative auditing association.
  • When founding a new European Cooperative, you must submit the following documents:
    • Articles of Association of the cooperative
    • Certificate of appointment of the Supervisory Board
    • Certificate from a cooperative auditing association that the European Cooperative has been approved for membership.
  • Depending on the structure of your case, different or additional documents may be required, which your notary will advise you on.
  • If the cooperative is founded with a notary, notary fees are incurred depending on the assets of the cooperative or the circumstances of the individual case:
    • For example, if the value of the cooperative is EUR 50,000.00, the costs amount to at least EUR 330.00 plus VAT and expenses.
    • With a value of EUR 250,000.00, the costs amount to at least EUR 1,070.00 plus VAT and expenses.
  • For the registration of the new cooperative in the register of cooperatives, the notary will incur costs for certification and the creation of an XML structure file. These usually amount to EUR 134.40.
    • In addition, there are typing expenses and statutory VAT.
  • If the cooperative is founded by way of conversion, the notary will incur costs for registering the conversion with the previous companies or cooperatives. These generally amount to EUR 87.50 each.
    • In addition, there are typing expenses and statutory VAT.
  • You will incur costs for entry in the register of cooperatives. These generally amount to EUR 210.00.
  • If the cooperative is founded by way of conversion, the registration costs amount to EUR 360.00.
    • In this case, additional fees will be charged for the registration of the conversion at the companies or cooperatives to be converted.

- In principle, you do not have to observe any deadlines.

  • If your application for registration of a European Cooperative Society is rejected, you can lodge an appeal with the local court within one month of notification.

Responsibility lies with the Stendal Local Court as the central registry court.

  • Forms: no
  • Online procedure possible: no
  • Written form required: yes
  • Personal appearance required: yes
    • at the competent office: no
    • With notary public: yes

You must draw up your application with the assistance of a notary.

  • The notary
    • advises you,
    • prepares the application in accordance with the legal requirements and
    • sends the application in electronic form and with an electronic signature to the electronic court and administrative mailbox of the competent registry court.
  • The competent registry court will contact you and request an advance payment in the amount of the anticipated costs.
  • If the registry court has any objections after examining your documents, it will contact you or your notary.
    • You can send in any further documents or evidence that may be required.
  • If the court rejects the registration, you will receive a negative court decision.
  • If there are no objections after your documents have been checked, the entry will be made in the register of cooperatives.
    • You will receive a notification of registration and a final invoice for costs.
  • If there are any important changes, you will need to register these again for entry in the register of cooperatives via a notary, for example changes relating to
    • registered office or company name,
    • legal form or
    • authorized representatives.

Federal Ministry of Justice and Consumer Protection

The text was automatically translated based on the German content.

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