Council Regulation (EC) No 1435/2003Show full title

1. Introductory Text

2. CHAPTER I GENERAL PROVISIONS

   1. Article 1. Form of the SCE

   2. Article 2. Formation

   3. Article 3. Minimum capital

   4. Article 4. Capital of the SCE

   5. Article 5. Statutes

   6. Article 6. Registered office

   7. Article 7. Transfer of registered office

   8. Article 8. Law applicable

   9. Article 9. Principle of non-discrimination

   10. Article 10. Particulars to be stated in the documents

   11. Article 11. Registration and disclosure requirements

   12. Article 12. Publication of documents in the Member States

   13. Article 13. Notice in the Official Journal of the European Union

   14. Article 14. Acquisition of membership

   15. Article 15. Loss of membership

   16. Article 16. Financial entitlements of members in the event of resignation or expulsion

3. CHAPTER II FORMATION

   1. Section 1 General

      1. Article 17. Law applicable during formation

      2. Article 18. Acquisition of legal personality

   2. Section 2 Formation by merger

      1. Article 19. Procedures for formation by merger

      2. Article 20. Law applicable in the case of merger

      3. Article 21. Grounds for opposition to a merger

      4. Article 22. Conditions of merger

      5. Article 23. Explanation and justification of the terms of merger

      6. Article 24. Publication

      7. Article 25. Disclosure requirements

      8. Article 26. Report of independent experts

      9. Article 27. Approval of the terms of merger

      10. Article 28. Laws applicable to formation by merger

      11. Article 29. Scrutiny of merger procedure

      12. Article 30. Scrutiny of legality of merger

      13. Article 31. Registration of merger

      14. Article 32. Publication

      15. Article 33. Consequences of merger

      16. Article 34. Legality of the merger

   3. Section 3 Conversion of an existing cooperative into an SCE

      1. Article 35. Procedures for formation by conversion

4. CHAPTER III STRUCTURE OF THE SCE

   1. Article 36. Structure of organs

   2. Section 1 Two-tier system

      1. Article 37. Functions of the management organ; appointment of members

      2. Article 38. Chairmanship and the calling of meetings of the management organ

      3. Article 39. Functions of the supervisory organ; appointment of members

      4. Article 40. Right to information

      5. Article 41. Chairmanship and the calling of meetings of the supervisory organ

   3. Section 2 The one-tier system

      1. Article 42. Functions of the administrative organ; appointment of members

      2. Article 43. Intervals between meetings and the right to information

      3. Article 44. Chairmanship and the calling of meetings of the administrative organ

   4. Section 3 Rules common to the one-tier and two-tier systems

      1. Article 45. Term of office

      2. Article 46. Conditions of membership

      3. Article 47. Power of representation and liability of the SCE

      4. Article 48. Operations requiring authorisation

      5. Article 49. Confidentiality

      6. Article 50. Conduct of the business of organs

      7. Article 51. Civil liability

   5. Section 4 General meeting

      1. Article 52. Competence

      2. Article 53. Conduct of general meetings

      3. Article 54. Holding of general meetings

      4. Article 55. Meeting called by a minority of members

      5. Article 56. Notice of meeting

      6. Article 57. Additions to the agenda

      7. Article 58. Attendance and proxies

      8. Article 59. Voting rights

      9. Article 60. Right to information

      10. Article 61. Decisions

      11. Article 62. Minutes

      12. Article 63. Sectorial or section meetings

5. CHAPTER IV ISSUE OF SHARES CONFERRING SPECIAL ADVANTAGE

   1. Article 64. Securities other than shares and debentures conferring special advantages

6. CHAPTER V ALLOCATION OF PROFITS

   1. Article 65. Legal reserve

   2. Article 66. Dividend

   3. Article 67. Allocation of available surplus

7. CHAPTER VI ANNUAL ACCOUNTS AND CONSOLIDATED ACCOUNTS

   1. Article 68. Preparation of annual accounts and consolidated accounts

   2. Article 69. Accounts of SCEs with credit or financial activities

   3. Article 70. Auditing

   4. Article 71. System of auditing

8. CHAPTER VII WINDING UP; LIQUIDATION; INSOLVENCY AND CESSATION OF PAYMENTS

   1. Article 72. Winding-up, insolvency and similar procedures

   2. Article 73. Winding-up by the court or other competent authority of the Member State where the SCE has its registered office

   3. Article 74. Publication of winding-up

   4. Article 75. Distribution

   5. Article 76. Conversion into a cooperative

9. CHAPTER VIII ADDITIONAL AND TRANSITIONAL PROVISIONS

   1. Article 77. Economic and monetary union

10. CHAPTER IX FINAL PROVISIONS

    1. Article 78. National implementing rules

    2. Article 79. Review of the Regulation

    3. Article 80. Entry into force

11. Signature