The European Cooperative Society Regulations 2006

Provision of a solvency statement U.K.

14.—(1) The administrative organ (in a one-tier SCE) or the management organ (in a two-tier SCE) of an SCE which proposes to transfer its registered office to another EEA State must make a solvency statement in the terms set out in paragraph (4) in order to satisfy the competent authority that the interests of creditors and holders of other rights in respect of the SCE (including those of public bodies) have been adequately protected in respect of any liabilities arising, or that may arise, prior to the transfer.

(2) The solvency statement must be made by all of the members of the administrative organ or, as the case may be, the management organ.

(3) The management organ may not make a solvency statement unless that statement has been authorised by the supervisory organ.

(4) The solvency statement must state that the members of the administrative organ or, as the case may be, the management organ have formed the opinion that, for the twelve months immediately following the date on which the transfer is proposed to be made, the SCE will be able to carry on business as a going concern and will accordingly be able to pay its debts as they fall due.

(5) In forming their opinion for the purposes of paragraph (4), the members of the administrative organ or, as the case may be, the management organ must take into account—

(a) their intentions in relation to the management of the SCE's business during that year;

(b) the amount and character of the financial resources which will, in their view, be available to the SCE during that year; and

(c) the same liabilities (including prospective and contingent liabilities) as would have been relevant—

(i) in relation to an SCE which has its registered office in Great Britain, under section 122 of the Insolvency Act 1986 M1 (circumstances in which company may be wound up by the court); or

(ii) in relation to an SCE which has its registered office in Northern Ireland, under Article 102 of the Insolvency (Northern Ireland) Order 1989 M2 (circumstances in which company may be wound up by the High Court),

to the question of whether a company is unable to pay its debts.

Marginal Citations

M1 1986 c. 45.

M2 S.I. 1989/2405 (N.I. 19) as amended by S.R. 1992 No.405, S.I. 2002/3152 (N.I.16) and S.R. 2004 No.307.