The European Cooperative Society (Societas Cooperativa Europaea) in Liechtenstein

Josef Bergt
2023

The European Cooperative Society (Societas Cooperativa Europaea, SCE) is a supranational legal form for cooperatives operating or wishing to operate in different member states of the European Union. The SCE is a legal entity with its own company name, whose subscribed capital is divided into shares, the number of members and the subscribed capital of the SCE being variable. It is mandatory for the SCE to be entered in the Commercial Register.

The setting up of an SCE is subject to the provisions of the European SCE Regulation and the Law on the Statute of the European Cooperative Society (“SCEG”) and, in addition, the provisions of the Liechtenstein Persons and Companies Act (Personen- und Gesellschaftsrecht – “PGR”) concerning the formation of cooperatives. Natural persons or specific legal entities may form an SCE. An essential criterion for setting up an SCE is the cross-border element, depending on the respective formation category.

There are three ways of setting up an SCE: by at least five natural persons resident in at least two member states, by the merger of at least two existing cooperatives, which must be domiciled in at least two different EEA member states, or by the conversion of an existing cooperative that has had a branch office or subsidiary in another member state for at least two years.

The organization of the SCE involves the general meeting of members as the supreme body. In addition to the general meeting, the articles of the SCE may provide either for a management organ and a supervisory body (two-tier system) or a board of directors (one-tier system). The management body (board of directors) conducts the business, while the supervisory organ (supervisory board) is responsible for monitoring the activities of the management organ. Its size depends on the amount of the subscribed capital.

The purpose of the SCE is defined by its members and can be of a variable nature including of a commercial nature. The purpose may be to meet the needs of its members or to promote their economic and social activities. The capital of the SCE is also variable and is divided into shares with the minimum capital being EUR 30’000.-. The number of members and the subscribed capital of the SCE can change over time. The members of an SCE are not personally liable for the SCE's liabilities. The SCE's capital is solely liable for its liabilities.

The membership of an SCE is open to natural persons or specific legal entities. Companies without legal personality and legal entities governed by private or public law may also participate in the setting up of an SCE, provided they pursue a profit-making purpose. Subject to very stringent conditions, a company with its head office outside the EEA may also take part in setting up an SCE (Art. 2 Para. 2 SCE Regulation, Art. 8 SCEG).

Source: Factsheet AJU/ h70.029e.03

Executive Summary:

• The European Cooperative Society (Societas Cooperativa Europaea, SCE) is a supranational legal form for cooperatives operating or wishing to operate in different member states of the European Union.
• The setting up of an SCE is subject to the provisions of the European SCE Regulation and the Law on the Statute of the European Cooperative Society (“SCEG”) and, in addition, the provisions of the Liechtenstein Persons and Companies Act.
• Natural persons or specific legal entities may form an SCE. An essential criterion for setting up an SCE is the cross-border element, depending on the respective formation category.
• The organization of the SCE involves the general meeting of members as the supreme body. In addition to the general meeting, the articles of the SCE may provide either for a management organ and a supervisory body (two-tier system) or a board of directors (one-tier system).
• There are three ways of setting up an SCE: by at least five natural persons resident in at least two member states, by the merger of at least two existing cooperatives, which must be domiciled in at least two different EEA member states, or by the conversion of an existing cooperative that has had a branch office or subsidiary in another member state for at least two years.
• The purpose of the SCE is defined by its members and can be of a variable nature. The capital of the SCE is also variable and is divided into shares. The minimum capital is EUR 30’000.-.