Cooperative Production business (Scop): what are the operating rules?
Verified 26 July 2023 - Directorate for Legal and Administrative Information (Prime Minister)
A Scop (cooperative and participatory business or cooperative production business) is a business whose employees are the majority shareholders. It may have the legal form of a SA: titleContent , a SARL: titleContent or a LOCK: titleContent. It can be set up in all sectors of activity but requires the approval of the Ministry responsible for labor.
How does a Scop work?
The Scop (cooperative production business or cooperative and participatory business) is a open-ended business. This means that the share capital can increase or decrease without any registration formalities. The associates can therefore easily enter and exit the business by means ofcontribution or withdrawal of their contribution.
The employees are the partners majority. They're holding at least 51% share capital and 65% voting rights.
Each associated employee has one vote, regardless of his status, seniority and the amount of capital invested in principle: one person = one vote. In the event of the departure of an employee having the status of partner, the capital invested by him shall be repaid to him.
FYI
Not all employees of a Scop are associated, but they are destined to become so.
What is a Boot Scop?
The Boot Scop allows you to to promote the takeover of the company by its employees. Indeed, in the case of conversion of a business into a Scop, employees do not always have the possibility of owning more than half of the capital. By allowing one or more partners who do not work in the company (called non-cooperating partners) to hold temporarily more than half of the capital, the company can benefit from the tax advantages of the Scop.
The length of time for which non-cooperating members may hold more than half of the capital is limited to 7 years. After this period, the employed partners must become the majority.
Non-cooperating members must therefore undertake to dispose of their securities or to obtain a refund of them in order to enable employed members to reach the 50% holding threshold. This commitment must be included in the statutes of the newly created Scop. A copy of the statutes shall be sent to the tax authorities within one month of their adoption.
A Scop can be created under one of the 3 legal forms following:
- Limited Liability Company (LLC)
- Public limited company (SA)
- Simplified Action business (SAS)
The choice of legal form has consequences for the amount of the share capital, the management of the business or the obligation to appoint an auditor.
Scop as SARL | Scop as SA | Scop as LOCK | |
|---|---|---|---|
Amount of share capital | €30 (or at least €15 per employee) | €18,500 | €30(or at least €15 per employee) |
Minimum number of partners | minimum 2 partners employed in the business | minimum 7 partners employed in the business | minimum 2 partners employed in the business |
Supervisory Board | Mandatory from 20 associates | Mandatory from 20 associates | Mandatory from 20 associates |
External auditor | Mandatory if 2 of the following 3 thresholds are met: | Mandatory if 2 of the following 3 thresholds are met: | Mandatory if 2 of the following 3 thresholds are met: |
Cooperative review | annual in the absence of an auditor | every 5 years | annual in the absence of an auditor |
Leaders | Appointed for 4 years. They may be re-elected and may be revoked at any time by the general meeting or the board of directors. | Elected for 6 years. They may be re-elected and may be revoked at any time by the general meeting or the board of directors | Appointed for 4 years. They may be re-elected and may be revoked at any time by the General Assembly |
FYI
The Scop may, at any time, by a decision taken by the members under the conditions laid down in the articles of association, change legal form (e.g. from SARL to SAS or from SAS to SA).
In addition to the registration formalities, the creation of a Scop requires an approval from the Ministry of Labor.
Registration of the business
It is necessary to proceed to registration of the business on the website of the company Formalities Office:
Application for approval from the Ministry of Labor
How do I apply for approval?
The application for approval shall make it possible to obtain the entry on the Scop list published annually in the Official Journal.
The request shall be sent by registered letter with acknowledgement of receipt to the Ministry responsible for labor.
Who shall I contact
You have to provide the subsequent documents :
- Statutes of the business, list of members of management bodies and nature of the activity
- Nominal list of auditors or name of the body responsible for the cooperative review
- Fact sheet with the following:
- Name and exact shape of the business;
- Address of its registered office and, possibly, of its various secondary establishments;
- Company identification number
- Amount of share capital
- Number of shares and nominal value
- Number of partners employed in the business and the total number of their shares
- Number of shares and the identity of the partner holding the most shares
- List of non-employed members, their identification, number of shares and votes;
- List and amount of participations in cooperative production businesses or in the capital of other businesses, whether cooperative or not;
- Profit-sharing arrangements
- Balance sheet, profit and loss account, annex and auditor's reports relating to the last financial year or cooperative review report
What are the requirements for such authorization?
The Scop on the Departmental Scop List has a obligation to provide information the Minister responsible for labor. When it does not comply with this obligation (and does not regularize its situation within one month of a formal notice), it may be delisted of the Scop.
The Scop shall transmit to the Ministry responsible for labor within 6 months following the end of the financial year, the following documents:
- Accounting Entries
- Updated Fact Sheet
It must also submit the following documents every year:
- Reporting of leasing operations
- Declaration of business contributions
- Declaration of disposal of fixed assets to non-cooperative business(s)
- Amendments to the Statutes
- Changes in the composition of management bodies
Meeting of partners
There are 2 types of associates in a Scop:
- Employee Associates : they must possess together at least 51% the share capital of Scop and 65% voting rights on the Management Board. The renunciation of the status of partner entails the termination of the contract of employment and, conversely, the termination of the contract of employment (except retirement, economic dismissal and invalidity) leads to the loss of the status of partner.
- External partners "investors" : they do not work in the company and remain a minority. They have 35% rights.
Employee partners participate in the strategic choices of the company (major investors, distribution of the results...) during the general meeting. Each member has the right to vote equally, regardless of the share capital held in principle: one person = one vote.
They appoint their leaders during general meetings.
Management bodies
The governing bodies depend on the legal form of the Scop. This may be a management, a management board, a management board, an executive board or a supervisory board. A Scop formed as SARL may have a supervisory board from 3 to 9 members if it has more than 20 members.
Any partner may be designated to complete managerial functions all at wage earner Scop. Self-employed members may also perform management tasks but may not hold more than one third of the mandates.
The duration the mandates of the leaders are limited:
- SARL or SAS: the directors are elected for a maximum period of 4 years and are eligible for re-election.
- SA: the leaders are elected for a maximum period of 6 years and are eligible for re-election.
The duties of a member of the management board or of the supervisory board shall not be unpaid but they do receive compensatory allowances for the time spent in the administration of the Scop. On the other hand, professional expenses are reimbursed.
All Scop are subject to cooperative review.
This is an analysis of the administrative, economic and social management of the cooperative carried out by auditors approved by the Ministry of Labor. It makes it possible to check the conformity of the organization and operation of the Scop.
The approved reviewer shall draw up a written report including the following:
- Characteristics of the cooperative business audited, including its legal form, size, organization, statutes and nature of its activities, as well as the specific rules applicable to it
- Possible reservations on the operation of the cooperative
- Proposals for Remedial Measures
- Where appropriate, a formal notice to comply with the principles and rules of cooperation.
All Scop must conduct a cooperative review every 5 years. The statutes may, however, provide for a shorter period.
When Scop as SARL and LOCK do not the obligation to have an auditor (CAC), they shall be subject to cooperative reviewannual.
The profits are divided into 3 parts:
- Company share : 16% at least profits shall be used for the constitution of the reserve legal, at least 1% is assigned to a statutory reserve known as development fund. In general, the company share is 40% or 45% profits. Part of the reserves can be converted into an investment provision (PPI) when the Scop commits to investing in equipment within 4 years.
- Employee share : it is allocated to employees whether or not they are associated with their remuneration. It must be at least equal to 25% profits. In general, it amounts to 40% or 45% profits.
- Associated share : it is paid in the form of dividends and is generally equal to 10% or 15% profits. It must be lower than the employee share and the company share.
The Scop is subject tobusiness tax (IS) at the normal rate of 25% on the whole of the tax result. However, profits redistributed to employees and profits attributed to reserves may be exempt from SI if derogating participation agreement has been signed.
She's exempt companies' property contributions (CFE) and territorial economic contribution (TEC)).
It shall be subject to payment of the VAT.
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