How European cooperative societies work in Spain

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1. The Law makes it possible to set up a European Cooperative Society (SCE, by its Spanish initials) in Spain. An SCE is one whose central administration and registered office are both in Spanish territory. It is governed by the European Regulation, by this Law, and by the applicable Cooperatives Law depending on where it mainly carries out its activity.
2. If an SCE stops having its central administration in Spain, it has one year to fix the situation: either bring the central administration back to Spain or move its registered office to the member state where the administration is. If it does not, it is dissolved under the applicable cooperatives legislation.
3. SCEs with a registered office in Spain are registered and publish their acts at the Mercantile Registry, under the rules for public limited companies. An SCE cannot be registered if its name is identical to that of an existing Spanish company.
4. If an SCE agrees to move its registered office to another European Union member state, members who vote against can leave the society, and creditors with earlier claims can object within two months, until their claims are secured or paid. The Government can oppose the move on public interest grounds, and the decision can be appealed in court.
5. In mergers and conversions that create an SCE, independent experts report on the plan, and the Mercantile Registry and the Cooperatives Registries cooperate. Members who vote against a merger can leave the society.
6. An SCE with a registered office in Spain can choose in its bylaws between a monist administration system (a single body, the Governing Council) or a dualist one (a management board and a supervisory council). Judicial dissolution is declared by the Commercial Court of the registered office.

Who it affects

• Cooperatives that want to become a European Cooperative Society or merge to create one.: They must follow the steps in this Law: independent experts, reports, registrations and coordination between registries.
• Members of an SCE or of a cooperative being merged or converted.: If they vote against a registered office move or a merger, they can leave the society.
• Creditors of an SCE moving its registered office abroad.: They can object to the move within two months until their claims are secured or paid.
• The Government and the Autonomous Communities.: They can oppose a registered office move on public interest grounds and appoint someone to oversee the liquidation of a non-compliant SCE.
• Mercantile registrars and Cooperatives Registries.: They must coordinate to register, certify and cancel SCE acts.

Words worth knowing

Sociedad cooperativa europea (SCE)

A European-wide cooperative, with a registered office in an EU member state, that follows common rules across the European Union.

Sistema monista (monist system)

A way of running the company with a single administrative body, here the Governing Council (Consejo Rector).

Sistema dual (dualist system)

A way of running the company with two bodies: one that manages (the management board) and one that oversees it (the supervisory council).

Registro Mercantil (Mercantile Registry)

A public registry where companies are recorded so their details are official and public.

Separarse de la sociedad (withdrawal right)

The right of a member who votes against a major decision to leave the society and recover their contribution.

It summarizes the law as published in the BOE. It is written by artificial intelligence and may contain mistakes: the official text is what counts. Read the official text · How we make summaries