Cooperative: practical guides and steps

A cooperative company (SC) serves its members' needs first, before any return on their contributions. Neighbourhood shops, citizen energy projects and producer groups often choose this form. This page helps founders check whether it suits their project.

What a cooperative must pursue

Since the 2019 Code of Companies and Associations, this form requires a genuine cooperative purpose. Its main aim is to meet the needs of its shareholders or other stakeholders. It may also develop their economic or social activities. In practice, members use a service they own together.

If the project mainly targets returns for partners, an SRL fits better. Our SRL vs SA comparison helps you decide. For a truly collective project, however, everything starts with setting up an SC.

Setting up the company: three conditions

Three conditions frame its creation. None of them is optional.

• At least three founders, compared with a single one in an SRL.
• A notarial deed containing the articles.
• A financial plan given to the notary before signing.

The law sets no minimum capital. Still, the financial plan takes real work. An unrealistic plan can indeed backfire on founders if bankruptcy follows quickly. Shareholders normally risk only their contribution. The notary then files the deed with the registry, and the company receives its enterprise number. It then registers with a business counter for its activities.

Governance: who decides?

The general meeting brings together all shareholders. It approves the accounts, appoints the directors and amends the articles. The board then runs the company day to day. Many co-ops apply the principle of “one person, one vote”. Others cap the weight of large investors. Thus money alone does not dictate decisions.

Here lies the main practical advantage of the form. New members can join without amending the articles. A shareholder can also leave by resigning, under the agreed conditions. This flexibility suits projects that grow through waves of new members. The articles must therefore carefully govern admission, exclusion and the repayment of shares.

Accreditation by the National Council for Cooperation

This accreditation remains optional. It brings extra credibility and easier access to some social economy funding. A tax advantage on a slice of dividends also remains possible. The council requires, among other things, voluntary membership, limited voting rights and a moderate dividend.

Some co-ops also aim for social impact. They can then apply for social enterprise accreditation, with strict rules on profits. The FPS Economy centralises these applications and publishes the current conditions.

Common mistakes

• Choosing this form to avoid the financial plan, which remains mandatory.
• Forgetting exit rules, then suffering a departure that drains cash.
• Copying template articles without adapting the cooperative purpose.
• Neglecting the yearly filing of accounts with the National Bank.

Before signing, put the first years into figures to test the project. Our complete guide to the cooperative company details each step. Next, see also amending the articles and the mandatory financial plan.