Co-operative Production business (Scop): what operating rules?
Verified 01 January 2023 - Directorate for Legal and Administrative Information (Prime Minister)
A Scop is a cooperative business that can be in the form of a SA: titleContent , a SARL: titleContent or SAS: titleContent. The employees are at the same time the majority partners of the Scop: titleContent . It can be created in all sectors of activity (trade, industry, crafts, services, multimedia) and in certain regulated professions (architects, surveyors-experts).
Scop is a business that is being developed to bring together a number of volunteers who are working together to meet their social and economic needs.
To be effective, there are a few principles to follow:
- Voluntary and inclusive membership
- Democratic Governance
- Economic participation of Scop members
- Training of Scop members
- Cooperation with other cooperatives
Some formalities are required to create a Scop.
To be assisted in the planning and development of the cooperation project, you should contact the Regional Union of Scops in your region.
Who shall I contact
Choose shape
A Scop can be created in one of the following legal forms:
- Anonymous business (SA: titleContent)
- Simplified Action business (SAS: titleContent)
- Limited liability business (SARL: titleContent)
The choosing the shape has implications for the rules that must be followed for the creation and management of the Scop.
Drafting of statutes
The statuses must include all the elements that allow the Scop to work.
Indeed, they are the rules of the cooperative's operation.
They must include the following main elements:
- Headquarters
- Mode of administration (decisions reserved for the general meeting)
- Powers of Directors or Managers
- Terms and conditions for monitoring transactions on behalf of partners
- Procedures to be followed in case of amendment of the statutes or dissolution
- Conditions for membership, approval, withdrawal, exclusion and cancellation of the partners
- Scope and modalities of the responsibility of each partner in the commitments of the Scop
- Amount of capital (except for SAS: titleContent and SARL: titleContent for which you have chosen variable capital)
Deposit of capital
When creating a Scop, you have to build up your share capital and proceed to deposit.
SA
At the time of the creation of the Scop, the amount of its share capital must be greater than or equal to €18,500.
SARL or SAS
At the time of the creation of the Scop, the amount of its share capital must be greater than or equal to €30 (€15/associated).
Appointment of an auditor and cooperative review
SA
When the Scop is in the form of SA: titleContent, the appointment of an auditor is mandatory.
It must also achieve a cooperative review every 5 years.
SARL
When the Scop is in the form of SARL: titleContent, it must meet 2 of the following 3 conditions for the appointment of an auditor to be mandatory:
- Total balance greater than €4 million
- Revenue or resources greater than €8 million
- Number of employees greater than 50
If it does not fulfil 2 of the 3 conditions, it must nevertheless cooperative review every year.
SAS
When the Scop is in the form of SAS: titleContent, it must meet 2 of the following 3 conditions for the appointment of an auditor to be mandatory:
- Total balance greater than €4 million
- Revenue or resources greater than €8 million
- Number of employees greater than 50
If it does not fulfil 2 of the 3 conditions, it must nevertheless cooperative review every year.
Publication of a legal announcement
We need to publish legal announcement.
Declaring the existence of the cooperative
At the time of the creation of the cooperative, the formalities for the declaration of existence are completed on the website of the companies formalities office.
Warning
From 1to January 2023, it is no longer possible to make your paperwork in a company Formalities Centre (CFE). You have to make them on the website of company formalities window.
Apply for approval
In order for a Scop to be considered as such, an application for approval must be made to the Ministry of Labour.
Who shall I contact
This request must be sent by registered letter with acknowledgement of receipt.
It must include the following:
- Statutes of the business, list of members of governing bodies and nature of its activity
- List of the names of the auditors or the body responsible for the cooperative review
- Balance sheet, profit and loss account, legal annexe and net surplus allocation table
- Report of the Board of Auditors relating to the last financial year or cooperative review report or the applicant's commitment to file this document within 6 months of the close of the 1to year
- Fact Sheet with:
- Name of the exact shape of the business
- Address of headquarters and its secondary schools if any
- SIRET number and APE code if it has one
- Amount of capital
- Number of shares and their nominal value
- Number of associates employed in the business and total number of their shares
- Number of shares and identity of the partner with the most shares
- List of non-employed partners, their identification, their number of shares and votes
- List and amount of holdings in worker co-operative businesses of production or in the capital of other businesses, co-operative or non-cooperative
- Net surplus allocation arrangements
The decision shall be sent within 2 months of the submission of the application.
Once approved, the Scop must provide the Minister of Labour or the designated organisation with the accounting records and information sheet updated every 6 months.
It must also report management leasing transactions, business contributions or transfers of fixed assets to businesses that are not cooperative.
It must inform each year of the changes made to the statutes and the composition of its governing bodies.
It shall transmit every 5 years the review of cooperation.
If it does not meet these conditions, Scop will receive a notice and, if it does not respond within 1 month, it will lose its authorisation.
A Scop is made up of employees, employee partners and non-cooperating partners. Certain shares of the business may be held by non-associated third parties.
Employee Associates
Associated members of Scop are called associates or members. Everyone has one vote in the general assembly. They have equal rights in the management of the Scop.
They must possess together at least 51% of the share capital of Scop and 65% voting rights on the Board of Directors.
FYI
not all Scop employees are associated, but they are destined to become so.
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SA
When the Scop is constituted as a SA: titleContent, the minimum number of associates is 7.
SARL or SAS
When the Scop is constituted as a SARL: titleContent or SAS: titleContent, the minimum number of associates is 2.
FYI
In the case of SARL: titleContent, the maximum number of associates is 100.
Non-cooperative associates
Non-cooperating partners may be admitted to a Scop within the limits and conditions laid down in the Articles of Association.
This may be a contractor or a business that meets the following conditions:
- Do not use or work for Scop services
- Provide only a contribution in the form of a capital contribution to the achievement of the objectives of Scop
Together, non-cooperating partners must not hold more than 49% of the Scop: titleContent and more than 35% of voting rights.
Non-member third parties
They may be admitted by the statutes to benefit from the activities of the Scop: titleContent within 20% its turnover and under certain conditions.
Associated employees shall appoint their officers during general meetings.
Managers have the status of an employee, which allows them to benefit from unemployment insurance.
Their duties as a member of the Board of Directors or the Supervisory Board shall not be remunerated.
On the other hand, their professional expenses are reimbursed and they receive compensatory allowances for the time spent on administration.
An overall amount corresponding to these compensatory allowances shall be determined annually at a general meeting.
SA
Leaders are elected to up to 6 years. They may be re-elected and may be revoked at any time by the General Assembly or the Board of Directors.
SARL or SAS
Leaders are elected to a maximum duration of 4 years. They may be re-elected and may be revoked at any time by the General Assembly or the Board of Directors.
The profits are divided into 3 parts:
- Company share :: 15% at least one profit shall be used for the establishment of the legal reserve, at least 1% shall be assigned to a statutory reserve development fund. In general, it amounts to 40% or 45% of profits. Part of the reserves can be converted into an investment reserve (PPI) when Scop commits to invest in equipment within 4 years.
- Employee shares : it is allocated to employees, whether or not they are associated with them, in addition to their remuneration. It must be at least equal to 25% of profits. In general, it amounts to 40% or 45% of profits.
- Associated Share : It shall be paid in the form of dividends and shall generally be equal to 10% or 15% of profits. It must be lower than the employee and company share.
The Scop: titleContent is subject tobusiness tax at the normal rate.
The portion of the profits distributed to employees and the portion put into reserve for investment (PPI) are exempt from business tax if a exception agreement has been signed.
It shall be subject to payment of VAT.
It shall be exempt from territorial economic contribution (TEC).
Who can help me?
Find who can answer your questions in your region
- Regional Union of Scop
By Email
It is possible to use subscription form to the advice of BPi France Création.
- Chamber of Commerce and Industry (CCI)
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