The European Cooperative Society Regulations 2006

PART 4 Conversion of an SCE into a cooperative

Publication of a proposal to convert into a cooperative

26.—(1) If an SCE proposes to convert in accordance with Article 76 into a cooperative that has its registered office in the United Kingdom, it must send the competent authority a copy of each of the documents listed in paragraph (2) at least two months before the general meeting called to decide on the conversion.

(2) The documents referred to in paragraph (1) are—

(a) the draft terms of conversion;

(b) the report drawn up in accordance with Article 76(3); and

(c) the certificate issued in accordance with Article 76(5).

(3) The SCE must permit its members, creditors and holders of other rights in the SCE—

(a) to examine the documents listed in paragraph (2)(a) and (b) at the SCE’s registered office; and

(b) to obtain copies of these documents,

free of charge at least one month before the general meeting.

(4) The SCE must notify in writing—

(i) its members; and

(ii) every creditor and holder of other rights of whose claim and address it is aware,

of their entitlement under paragraph (3) in advance of it arising.

(5) At any time between the date on which—

(a) the entitlement under paragraph (3) arises; and

(b) the SCE converts into a cooperative or the conversion is discontinued,

every invoice, order for goods or business letter which is issued by or on behalf of the SCE must contain a statement that the SCE is proposing to convert into a cooperative.

Certification of assets

27.  The competent authority must approve the appointment by an SCE of an independent expert for the purpose of certifying under Article 76(5) that the SCE has assets at least equivalent to its capital.

Decision of the general meeting to convert into a cooperative

28.  The general meeting of an SCE may, pursuant to Article 76(6), approve the draft terms of conversion into a cooperative and the statutes of the cooperative if—

(a) the members present or represented make up at least half of the total number of members on the date the general meeting is held; and

(b) a majority of the votes validly cast are in favour of the proposal to convert.