The European Cooperative Society, SCE

The European Cooperative Society, also known as Societas Cooperativa Europaea, short SCE, is a company with legal capacity which is based on the Regulation 1435/2003. In the Bulgarian corporate law it is regulated in the Articles 51a to 51d of the Cooperative society law (Bulg: Закон за кооперациите).

The applicable law is classified in the following order:

  1. The legal provisions regarding the European cooperative society;
  2. The national provisions regarding the national cooperative society;
  3. The statutes of the European cooperative society;

The SCE is not a trading company, even though there are similarities. It is a capital company sui generis. The SCE is some kind of a legal entity; its capital is divided into company shares. The capital as well as the number of the partners is variable. The minimum capital is 30.000 €. The company shares of the partners are securities. Every owner is obligated to pay the respective amount. The SCE is dependent on the support of its members. As long as the statutes of the SCE do not stipulate differently, the partners are liable to the amount they have invested. If there is a limited liability for the members of the SCE, the addition "LTD" must be contained in the firm name. Since the capital does not have a fixed value, its amendment does not need to be published. Cash deposits and contributions in kind are possible according to the general rules.

Regarding to the composition of the SCE the following conditions must be fulfilled:

  • at least 5 natural persons;
  • or at least 2 legal persons;
  • if natural and legal persons participate collaboratively in the SCE, they must be at least 5 persons;

The partners or at least one of them must come from different member states of the European Union.

The SCE is found:

  • by a new establishment;
  • by a transformation in form of a merger or the transformation of a cooperative society into a SCE.

The SCE is established with its registration in the Commercial Register.

The management regulations are similar to those regarding the management of share companies. The general meeting is convened by the managing body or at request of at least 5000 members of the SCE. If there are less than 5000 partners in the SCE, the owners of at least 10 % of the capitals are entitled to that.

The termination of the membership is possible in the following cases: