A COOPERATIVE
WHAT IS IT AND
HOW IS IT FORMED
Manual on creation of a cooperative firm
prepared by Legacoop Reggio Emilia
2010 edition
Legacoop Reggio Emilia – via Meuccio Ruini, 74/d – 42124 Reggio Emilia
Tel. 0522 530011 – Fax 0522 530900 – E-mail: [email protected] – C.F. 80010870352
www.legacoop.re.it
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Contents
1. Introduction to the world of cooperation
1.1 FOREWORD---------------------------------------------------------------------------------------------------------------------------------------------------------------------- pag. 3
1.2 THE EIGHT FOUNDING PRINCIPLES OF COOPERATION ------------------------------------------------------------------------- pag. 3
1.3 WHY CHOOSE A COOPERATIVE? ---------------------------------------------------------------------------------------------------------------------- pag. 4
2. A cooperative company
2.1 The regulatory principles
2.1.1 COOPERATIVE COMPANIES ------------------------------------------------------------------------------------------------------------------------------2.1.2 TYPES OF COOPERATIVE--------------------------------------------------------------------------------------------------------------------------------------2.1.3 THE PARTNER--------------------------------------------------------------------------------------------------------------------------------------------------------------2.1.4 PREVALENCE---------------------------------------------------------------------------------------------------------------------------------------------------------------2.1.5 MUTUAL AID REQUISITES -------------------------------------------------------------------------------------------------------------------------------------2.1.6 REFUND -------------------------------------------------------------------------------------------------------------------------------------------------------------------------2.1.7 STAKES AND SHARES--------------------------------------------------------------------------------------------------------------------------------------------2.1.8 REVALUATION OF STAKES AND SHARES ---------------------------------------------------------------------------------------------------2.1.9 COMPANY LOAN-----------------------------------------------------------------------------------------------------------------------------------------------------
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2.2 The company structure
2.2.1 LEGAL STATUS------------------------------------------------------------------------------------------------------------------------------------------------------------2.2.2 VARIABILITY OF CAPITAL---------------------------------------------------------------------------------------------------------------------------------------2.2.3 CORPORATE BODIES----------------------------------------------------------------------------------------------------------------------------------------------2.2.4 CONSORTIA AND COOPERATIVE GROUPS ----------------------------------------------------------------------------------------------2.2.5 PUBLIC SUPERVISION AND CONTROLS --------------------------------------------------------------------------------------------------------
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2.3 Table of comparison between cooperatives and other corporate forms ------------------------------------------------ pag.12
3. Creation of a cooperative
3.1
3.2
3.3
3.4
ARTICLES OF INCORPORATION ---------------------------------------------------------------------------------------------------------------------------ENTRY ON THE REGISTER OF COMPANIES ---------------------------------------------------------------------------------------------------APPLICATION FOR A TAX CODE AND VAT NUMBER--------------------------------------------------------------------------------REGISTRATION WITH THE ASSOCIATION OF COOPERATIVES------------------------------------------------------------
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4. Registers of a cooperative
4.1
4.2
4.3
4.4
CORPORATE BOOKS --------------------------------------------------------------------------------------------------------------------------------------------------TAX REGISTERS -------------------------------------------------------------------------------------------------------------------------------------------------------------EMPLOYEE REGISTRATION BOOKS -------------------------------------------------------------------------------------------------------------------OTHER LEGAL OBLIGATIONS ----------------------------------------------------------------------------------------------------------------------------------
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5. The services of Legacoop Reggio Emilia
5.1
5.2
5.3
5.4
5.5
INCORPORATION -------------------------------------------------------------------------------------------------------------------------------------------------------MEMBERSHIP OF LEGACOOP ------------------------------------------------------------------------------------------------------------------------------ADMINISTRATIVE ASSISTANCE (ACCOUNTS ă PAYSLIPS) ---------------------------------------------------------------------FINANCIAL INSTRUMENTS --------------------------------------------------------------------------------------------------------------------------------------INSTRUMENTS OF THE LEGACOOP SYSTEM--------------------------------------------------------------------------------------------------
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1. Introduction to the world of cooperation
1.1 FOREWORD
The roots of cooperative enterprise lie in over one century of political, social and economic history and it has
successfully combined competitive challenges and innovation with the concepts of solidarity, collaboration
and democracy in the workplace.
Legislation approves the basic rules of this method of enterprise.
A cooperative is a firm in which the accumulation of capital is used for the reinvestments of the company,
where it is indivisible, the partners manage it and the assets created are allocated to new generations of
partners. This type of firm involves the active participation in business decisions of all the partners, who can
all influence company choices equally.
The majority of company offices are held by the members.
Cooperation is therefore an effective and exciting means of realisation of a new business idea.
1.2 THE EIGHT FOUNDING PRINCIPLES OF COOPERATION
A cooperative firm is characterised by several founding principles:
1.
2.
3.
4.
5.
6.
7.
8.
One person, one vote
Participation
Mutual aid
Non-speculative nature
Open door
Solidarity between generations
Solidarity between cooperatives
Mutual aid towards the outside world
1. ONE PERSON, ONE VOTE
A cooperative is the only form of enterprise which does not allow the concentration in just a few hands of the
ownership of a company. Whatever the share in capital possessed, the value of the partner at the partnersÊ
meeting is equal to one.
2. PARTICIPATION
The partners manage the cooperative.
3. MUTUAL AID
The purpose of a cooperative is not profit, but achieving exchanges of mutual aid with the partners.
4. NON-SPECULATIVE NATURE
At the moment of winding-up, the partners may not divide up the assets of the cooperative, nor sell the
company as a whole. The law allows subsidised taxation of profits, provided they are reinvested for
development of the cooperative itself.
5. OPEN DOOR
A cooperative is an open organisation. Anyone who shares the principles of mutual aid can apply to form
part of it and it may accept this request, provided they are capable of satisfying working and service
requirements.
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6. SOLIDARITY BETWEEN GENERATIONS
A cooperative tends to continue over time for future generations, creating a virtuous circle of investments and
innovation and transfer of skills and abilities between old and young partners.
7. SOLIDARITY BETWEEN COOPERATIVES
In sharing the same principles, forms of solidarity are implemented between cooperatives in both
development and consolidation of the market. This allows any firm to be an integral part of a movement
which is intended to consolidate values of efficiency and solidarity.
8. MUTUAL AID TOWARDS THE OUTSIDE WORLD
The missions of cooperatives include assisting, with direct and indirect contributions, the creation of new
cooperatives. For this purpose, all cooperatives allocate 3% of their profits to a mutual aid fund serving for
the promotion and development of cooperation.
1.3 WHY CHOOSE A COOPERATIVE?
Choosing the cooperative form may make it easier and less risky to develop the dream of setting up a
business.
Through cooperation, everyoneÊs business ideas, projects and work are associated with those of others, they
interact, improve and use the experience and know how of a more complex organisation which, in many
cases, has demonstrated the ability to create a system.
This is because there is no distinction between owner/employee in cooperation.
Being part of a cooperative means acting together within a dynamic structure in which there are both workers
and entrepreneurs, where managerial and mutual aid skills are merged.
Using the cooperative method of „economic activity‰ means belonging to a system which aims to follow
technological and productive development without betraying the spirit of solidarity which lies at the basis of
cooperation.
Now well-established in almost all economic systems, cooperation started with defence of solidarity and has
now become part of an integrated modern system of production firms.
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2. A cooperative company
2.1 The regulatory principles
2.1.1 COOPERATIVE COMPANIES
A cooperative is a company (i.e. a firm formed of a number of people) characterised by the purpose of
mutual aid; (art. 2511 of the Italian Civil Code: cooperatives are variable capital companies with the
purpose of mutual aid).
In order to proceed with the legal incorporation of a cooperative, there must be at least three partners. If the
cooperative is formed of three to eight partners, they must be individuals and the company must adopt the
regulations of a limited liability company. This restriction does not apply if there are at least nine partners.
The law determines the minimum number of partners necessary for the incorporation of specific categories of
cooperative.
The advantage pursued by the participants in a cooperative (partners) lies, in the first place, in the
achievement of relationships of exchange (with the cooperative) at more advantageous conditions than those
practiced on the market.
The nature of this relationship of exchange (which is added to the effective company relationship of all
companies: contribution of capital, participation in profits, participation in management of the company),
also serves to characterise the various types of cooperative in their method of operation and in their structure.
2.1.2 TYPES OF COOPERATIVE
Depending on the type of mutual aid relationship between the cooperative and the partner, three types
cooperative may be identified, as identified by current legislation:
ƒ USER COOPERATIVES- They perform their activities in favour of partners, consumers or users
goods and services.
ƒ LABOUR COOPERATIVES ă They use the working services of the partners (the „working partner‰)
performance of their activities.
ƒ SUPPORT COOPERATIVES ă They use contributions of goods and services by partners
performance of their activities.
of
of
in
in
In addition to the mutual aid type relationship, cooperatives are also classified into categories on the basis of
the activities performed.
The principal categories are:
CONSUMER COOPERATIVES
These are formed with the purpose of guaranteeing partners-consumers the supply of goods, both consumer
goods and consumer durables, at lower prices than current market prices. In order to achieve this purpose,
they run shops to which partners have access and, following issuing of a special sale license, non-partners as
well. They are typically „USER‰ cooperatives.
PRODUCERSÊ AND LABOUR COOPERATIVES
These are created to allow partners to enjoy better working conditions in qualitative and financial terms,
compared with those available on the labour market. These cooperatives perform their activity in both the
direct production of goods and in supply of services. These are „LABOUR‰ type cooperatives.
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AGRICULTURAL COOPERATIVES
They may perform both direct agricultural activities or activities of marketing and transformation of
agricultural products contributed by partners.
They are normally „SUPPORT‰ cooperatives when the partners are agricultural operators and the relationship
with the cooperative is based on contribution of products (AGRICULTURAL PRODUCT CONTRIBUTION AND
LIVESTOCK BREEDING COOPERATIVES).
They may be „LABOUR‰ cooperatives in the case of an agricultural operation, like farm labourer
cooperatives (AGRICULTURAL LABOUR COOPERATIVES).
COOPERATIVE HOUSING ASSOCIATIONS
They satisfy peopleÊs housing needs, by constructing buildings which are then allocated to the partners, with
ownership if the cooperative is with "shared ownership" or with beneficial use if the cooperative is with
"unshared ownership". They are always „USER‰ cooperatives.
TRANSPORT COOPERATIVES
They may group together individual carriers registered with the professional association, to whom they
guarantee logistical and administrative services, acquisition of contracts, or also manage transport services
themselves, by grouping together partners-workers. If they group together transport „entrepreneurs‰, they fall
into the „SUPPORT‰ type, if they group together partners-workers, they are the „LABOUR‰ type.
FISHING COOPERATIVES
These are formed of partners who are fishermen and perform their activities with the direct involvement of the
partners or provide services to members, such as the purchase of consumables or durable goods, or
marketing of the fish products or their transformation. As for transport cooperatives, they are the „SUPPORT‰
type if they group together partners-entrepreneurs and the „LABOUR‰ type if they group together partnersworkers.
RETAILERSÊ COOPERATIVES
These are formed of partners who perform business activities in the trading sector, to whom they guarantee
collective purchase, administrative and financial services. They are normally „SUPPORT‰ cooperatives.
SOCIAL COOPERATIVES
These cooperatives are governed by law 381 of 1981 and have the purpose of pursuing the general interest
of the community in human promotion and social integration of citizens. They are divided into two types:
ƒ those which manage social, health and educational services (type A);
ƒ those which perform various activities (agricultural, industrial, commercial or services) (type B) aimed
at introduction into the workplace of disadvantaged people, who must form at least 30% of the total
number of workers (excluding the disadvantaged ones).
In addition to being registered in the „social‰ category, social cooperatives, depending on the activity they
perform and the exchange of mutual aid with partners, they must be registered as one of the previous
categories.
CONSORTIA BETWEEN COOPERATIVES
These are governed by art. 27 of D.l.c.p.s. no. 1577/47; they are second degree cooperatives which group
together cooperative companies. The minimum number of partners to set up a consortium is three.
A special category of cooperative consortia is the „SOCIAL COOPERATIVE CONSORTIA‰, governed by art.
8 of law 381 of 1981, in which at least 70% of the social basis of the consortium must be formed of social
cooperatives.
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2.1.3 THE PARTNER
The necessary presence of the mutual aid purpose leads, in the first place, to a rule which is entirely
characteristic of cooperatives. The cooperating partner does not just bring capital to the cooperative but,
since they must also have relationships of exchange of mutual aid, they must also possess the necessary
requisites. These requisites may simply be those contemplated by the Italian Civil Code (art. 2527,
paragraphs 1 and 2) or those required by specific internal regulations approved by the partnersÊ meeting.
The deed of incorporation may also allow, determining the rights and obligations in specific regulations, the
admission of a new cooperating partner in the special partner category, due to the interest in their training or
introduction into the firm. Partners admitted into the special category may not exceed more than 1/3 of the
total number of cooperating partners. At the end of a period not exceeding five years, the new partner
automatically acquires the qualification of ordinary partner, unless they have failed to reach the standards
required at the moment of entry. The possibility of opting for this category of special partner lies in the
possibility for the other partners of checking whether the aspiring partner may make a significant and longlasting contribution to the corporate purpose.
It is possible, within certain limits and with specific characteristics, also to include the figure of financing
partners, who do not participate in the exchange of mutual aid and have the exclusive role of financers. This
category also includes partners who are financial backers and possess the cooperative shares already
contemplated by Law 59/92.
Solely in social cooperatives, it is possible to include the category of voluntary partners, who, through their
free providing of services participate in achieving the corporate purpose. The number of voluntary
shareholders cannot exceed half the total number of all partners.
2.1.4 PREVALENCE
Cooperatives are divided into prevalent mutual aid cooperatives and non-prevalent mutual aid cooperatives.
The requisite of prevalence is the necessary element for obtaining special tax benefits. Cooperatives
considered to be prevalent mutual aid cooperatives, due to the exchange of mutual aid (see 2.1.2 above),
are those which:
1. perform their activities prevalently in favour of partners, consumers or users of goods or services;
2. prevalently use, in performance of their activities, the working services of the partners;
3. prevalently use, in performance of their activities, the contributions of goods or services by partners (art.
2512 of the Italian Civil Code).
The directors and auditors must communicate the condition of prevalence in the notes accompanying the
financial statements.
Social cooperatives are entitled to be considered as with prevalent mutual aid, irrespective of the effective
prevalence in exchange of mutual aid.
2.1.5 I MUTUAL AID REQUISITES
Mutual aid requisites constitute the „heart‰ of cooperative regulations. Cooperatives with prevalent mutual aid
must compulsorily include in their articles of association the following mutual aid requisites (art. 2514 of the
Italian Civil Code):
a) a veto on distribution of dividends exceeding the maximum interest on postal savings certificates,
increased by two and a half points compared with the capital effectively paid up;
b) a veto on remunerating the financial instruments (e.g. shares issued by the cooperative) offered for
subscription to cooperating shareholders in an amount exceeding by two points the maximum limit
contemplated for dividends;
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c) a veto on distributing reserves among cooperating partners;
d) the obligation of devolving all assets, in the case of winding up of the company, minus solely the
capital and any dividends which may have accrued, to mutual aid funds for the promotion and
development of cooperation.
These limitations serve to reinforce the nature of mutual aid of the enterprise under two profiles:
ƒ protection of the nature of mutual aid, on the basis of which the advantage of the partners must be
achieve through exchange of mutual aid;
ƒ indivisible accumulation, to allow the cooperative to strengthen its assets to the advantage of future
partners.
2.1.6 REFUND
Refunds are the redistribution to partners of the profits realised by the cooperative from the activities
performed with the partners, in proportion to the quantity and quality of exchanges of mutual aid which the
partners have had with the cooperative during the year.
A refund may consist in:
ƒ a supplement to the salaries (in the case of labour cooperatives), which may not exceed 30% of
current salaries;
ƒ reimbursement of costs or increase in revenues from the activity performed to the partner.
A refund to partners may be paid in cash or made through an increase in capital or through issuing of
financial instruments.
2.1.7 STAKES AND SHARES
The par value of each share or stake may not be less than Euro 25.
The maximum stake which each partner (individual) may possess is Euro 100,000 (art. 2525 of the Italian
Civil Code, paragraphs 1 and 2).
These limits are not applied in the case of contributions in kind or credit, and with reference to partners who
are not individuals and subscribers of financial instruments possessing rights of administration.
2.1.8 REVALUATION OF STAKES AND SHARES
Cooperative companies and their consortia may allocate a part of operating profits to an unpaid increase in
the capital subscribed and paid up.
In this way, it is possible to exceed the maximum limits indicated above, provided this is within the limits of
the changes in the national annual general consumer price index for the families of workers and office
workers, calculated by the National Statistics Institute (ISTAT) for the period corresponding with the company
year in which the profits have been generated.
These requirements also apply to the shares of financing partners.
The portion of profits allocated to an increase in capital does not contribute to formation of taxable income
for purposes of direct taxation; reimbursement of capital is subject to taxation, to be paid only by the partners
in the taxation period in which the reimbursement is made, up to the amount allocated to the increase in
stakes or shares.
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2.1.9 COMPANY LOAN
Partners may also finance the cooperative through a company loan.
The following conditions must be satisfied:
ƒ
the sums collected from each partner may not exceed specific limits (from 01/01/2010, Euro
67,167 for producersÊ and labour cooperatives, agricultural cooperatives and cooperative housing
associations, and Euro 33,583 for the remaining cooperatives);
ƒ
the sums must be allocated exclusively to financing company activities;
ƒ
the cooperative must comply with the mutual aid requisites and is subject to the regulations issued by
the Banca dÊItalia.
2.2 The corporate structure
2.2.1 LEGAL STATUS
Cooperatives are variable capital companies which, in addition to specific regulations on cooperation
(section VI ă Part I, arts. 2511 et sequitur of the Italian Civil Code), must adopt a regulatory framework of
reference; those of joint-stock companies or those of limited liability companies, depending on the following
cases.
Number of PARTNERS
Total ASSETS
INDIVIDUALS/CORPORATIONS
FORM ADOPTABLE
from 3 to 8
from 9 to 19
more than 19
more than 19
any
any
up to Euro 1 mln
more than Euro 1 mln
only individuals1
individuals/corporations
individuals/corporations
individuals/corporations
only srl
srl or spa
srl or spa
only spa
2.2.2 VARIABILITY OF CAPITAL
Cooperatives are variable capital companies (art. 2511). The capital therefore is not determined in a preset
amount.
2.2.3 CORPORATE BODIES
Even if, during performance of their work, partners must answer to their superiors for better organisation and
distribution of technical skills, during moments of company activity, the maximum expression of which is the
partnersÊ meeting, the partner is no longer in a hierarchical relationship, but in a relationship of total parity
with all the other partners.
Since they are corporations, cooperatives operate through corporate bodies, which may be individuals (e.g.
sole director) or collegiate (partnersÊ meeting, board of auditors, board of directors).
THE PARTNERSÊ MEETING
The meeting may be ordinary or extraordinary, depending on the items on the agenda. In certain conditions,
there is an obligation of separate meetings (art. 2540 of the Italian Civil Code).
The meeting must be called at least once a year, within 120 days from the end of the company year. It is
possible to defer the deadline for calling the meeting up to 180 days, if the company is required to prepare
1
Including ordinary partnerships in agricultural cooperatives
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consolidated financial statements or particular circumstances make this necessary.
The meeting is called by the directors through notice of meeting, which must contain the place and time of the
meeting and the agenda. The meeting may be called through publication in the Official Gazette or in a daily
newspaper indicated in the articles of association, at least 15 days before the meeting is called, or through
other means which guarantee proof of receipt. The majorities required for constitution of the meeting and
validity of the resolutions are indicated in the articles of association and are calculated on the basis of the
number of votes to which partners are entitled.
All partners entered on the partnersÊ register may participate in the meeting and voting rights are held solely
by cooperating partners who have been entered on the partnersÊ register for at least ninety days. It is possible
to vote through proxy, but proxy-holders must be partners. Each partner may represent up to a maximum of
ten partners. Possessors of financial instruments have voting rights with specific limitations.
In cooperatives, the principle of one person, one vote applies, whatever the number of shares possessed or
the value of the stake. For cooperating partners which are corporations, the articles of incorporation may
attribute several votes, with a maximum of five, in relation to the amount of the stake or the number of their
members. Partners who possess financial instruments may also be granted voting rights, which may, under no
circumstances, exceed by 1/3 the votes to which all partners present are entitled.
In „support‰ cooperatives, where the figure of „partner-entrepreneur‰ is present, it is possible to allocate
multiple votes to a category of shareholders (thereby exceeding the principle of one person ă one vote), due
to participation in the exchange of mutual aid. Allocation of multiple votes is conditional upon two limitations:
ƒ individual: each „heavy partner‰ may not express more than 1/10 of votes at each general meeting;
ƒ category: the category may not be allocated more than 1/3 of the votes to which all partners present or
represented at each general meeting are entitled.
BOARD OF DIRECTORS
The Board of Directors is the corporate body which has the task of managing the firm, on the basis of the
strategic direction decided by the partnersÊ meeting and within the limits established by the articles of
association. The board of directors answers to the meeting, which elects it and whose confidence it must
enjoy for the entire mandate. Directors remain in offices for a maximum period of three years. They may be
re-elected. Directors leave office on the date of the meeting called for approval of the financial statements of
their last year of office.
The majority of directors must be chosen from among partners who are individuals or partners representing
corporations. Non-partners may be appointed as directors, as the minority and provided the articles of
association allow this. A chairman is elected from among the members, who legally represents the company
and is required to call the board of directorsÊ meeting, deciding the agenda and ensuring that the information
contained in it has been provided to all directors. Also, the articles of incorporation of cooperatives may
reserve appointment of several directors to specific categories of partners (of several areas or bringers of
differentiated professional interests); this regulation is particularly important, because it demonstrates the link
between the cooperative and the social categories of which it is the expression.
In place of the board of directors (especially in a coop-srl), a sole director may be appointed, who must
necessarily be a partner.
The reform of company law has introduced new administrative models, different from the traditional one,
which may also be adopted by cooperatives.
For coop-spa:
ƒ the mono system: the meeting appoints the board of directors, which is responsible for management of the
company and appoints within it the management supervisory committee, which performs the functions of a
board of directors, with the exclusion of legal auditing activities;
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ƒ the dual system: the meeting appoints the supervisory board, which is responsible for approval of the
financial statements, performs the duties of a board of auditors, refers to the meeting and appoints and
dismisses the management committee, which is responsible for management of the company.
For coop-srl, joint and separate forms of administration are possible.
THE BOARD OF AUDITORS AND LEGAL AUDITING OF ACCOUNTS
The board of auditors is formed of three statutory members (of whom one is chairman) and two alternate
members, chosen from among individuals entered on the register of legal auditors. The board of auditors is
appointed by the partnersÊ meeting and remains in office for three years.
Appointment of a board of auditors is obligatory in each of the following cases:
1. if appointment is required by the articles of association;
2. if the cooperative issues non-participatory financial instruments;
3. when the dimensional limits of art. 2435-bis of the Italian Civil Code are exceeded:
for two consecutive years, two of the following limits are exceeded:
Assets > Euro 4,400,000
Revenues > Euro 8,800,000
Average employees > 50
4. when the company has capital no less than what is contemplated for joint-stock companies (equal to or
exceeding Euro 120,000);
5. when the company is required to prepare consolidated financial statements;
6. when it controls a company required to audit its accounts.
The board of auditors is the body which controls performance of company activities. The board of auditors
performs the following functions:
ADMINISTRATIVE CONTROL:
- monitors compliance with the law and the articles of association;
- monitors compliance with the principles of correct administration;
- monitors suitability of the organisational, administrative and accounting set-up adopted by the company
and its concrete functioning;
- reports, on approval of the financial statements, on the criteria used in company management for
achievement of the mutual aid purpose and existence of the requisite of prevalence of mutual aid.
AUDITING OF ACCOUNTS:
- checks during the year on correct keeping of accounts and correct entry in the accounting records of
operating events;
- checks whether the annual financial statements, and the consolidated financial statements, if prepared,
correspond with accounting entries and checks performed and comply with the regulations governing
them;
- expresses its opinion on the financial statements and consolidated financial statements, if prepared, in a
special report.
The board of auditors may perform both administrative control and auditing of the accounts, or may simply
perform administrative control, with auditing assigned to an external auditor or auditing firm.
Separate assignment of administrative control and auditing of accounts is obligatory in companies which
prepare consolidated financial statements or use the risk capital market.
Cooperatives which adopt the regulations of a joint-stock company and which are not required to appoint a
board of auditors must nonetheless appoint a legal auditor of accounts. Cooperatives-srl do not have this
obligation.
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2.2.4 CONSORTIA AND COOPERATIVE GROUPS
The principles of the International Cooperative Alliance (the international organisation of cooperatives)
include the one of collaboration between cooperatives. There are also intensive financial and economic
relationships between cooperatives in Italy. In legal terms, these relationships occur mainly through
cooperative consortia (see 2.1.2. above) and through participation of mutual aid firms in joint-stock
companies (ordinary).
With the reform of company law, the institute of a „joint cooperative group‰ (art. 2545-septies of the Italian
Civil Code) was introduced, through which several cooperatives also belonging in different categories
govern, including in consortium form, the management and coordination of the respective firms.
2.2.5 PUBLIC SUPERVISION AND CONTROLS
There are currently three different systems of control in relation to the size of cooperatives:
a) larger cooperatives are subject both to certification of the financial statements and to the annual
administrative supervision indicated in point b) below;
b) medium-sized cooperatives and social cooperatives are subject to an annual „audit‰ performed by the
bodies appointed by cooperative associations (Legacoop for its members) or by the Ministry of
Economic Development, through Provincial Labour Offices, for cooperatives which are not members of
central cooperatives;
c) smaller cooperatives are subject to an „audit‰ with the same methods indicated in point b) above, but
every two years.
These controls, which are added to those operating for all companies, are aimed at guaranteeing the
transparency of management and correct administrative functioning of the cooperative, checking not only
accounts and the financial statements, but also compliance with the principle of mutual aid in management of
company business and their compliance with the law and the articles of association.
2.3 Table of comparison between cooperatives and other corporate forms
Partnership
Joint-stock company
Limited liability
company
COOPERATIVE
Purpose
Profit
Profit
Profit
Mutual aid
Share capital
Not required
by law, but
must be
congruous to
the activity
performed
Euro 120,000
divided into shares
Euro 10,000 divided
into shares
Variable (no fixed
preset amount).
Minimum share per
partner: Euro 25.00
Profits
Division
among
partners in
proportion to
their
contributions
Division in
proportion to the
shares possessed by
the shareholders
Division in proportion
to the shares possessed
by the shareholders
Limits on distribution of
profits due to both
express legislative
requirements and those
of the articles of
association (for
prevalent mutual aid
coop.)
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Partnership
Joint-stock company
Limited liability
company
COOPERATIVE
Assets
Divided
among
partners in
the case of
winding-up
Divided among
shareholders in the
case of winding-up
Divided among
shareholders in the
case of winding-up
Obligation of
devolving assets to
mutual aid funds for
promotion and
development of
cooperation in the
case of winding up
Tax system
Ordinary
taxation
Ordinary taxation
Ordinary taxation
IRES taxation on 2030% of profits for
prevalent mutual aid
coop. and on 70% of
profits for nonprevalent mutual aid
coop. Ordinary IRAP
taxation. Special
system for social
coop.
Legal status as
corporation
no
yes
yes
yes
Liability for
company
obligations
Personal and
unlimited
liability of
both assets
and
individual
partners
Liability of company
only with its assets.
Financial liability of
individual
shareholders is
limited to the
capital subscribed
and does not
involve all personal
assets of the
entrepreneur
Liability of company
only with its assets.
Financial liability of
individual shareholders
is limited to the capital
subscribed and does
not involve all personal
assets of the
entrepreneur
Liability of company
only with its assets.
Financial liability of
individual partners is
limited to the capital
subscribed and does
not involve their
personal assets
Votes are allocated
to shareholders in
proportion to the
number of shares.
Votes are allocated to
shareholders in
proportion to the stake
Each partner has the
right to one vote,
irrespective of the
stake held
It is possible to
adopt the traditional
model
(shareholdersÊ
meeting, board of
directors, board of
auditors), dual or
mono model
There is a board of
directors and a
shareholdersÊ meeting.
The board of auditors is
only obligatory in the
cases required by law.
It is possible to adopt
the traditional model
(shareholdersÊ
meeting, board of
directors, board of
auditors), dual or
mono model. The
board of auditors is
only obligatory in the
cases required by law.
Voting rights
Organisation
Partners are
responsible
for
administratio
n, which may
be separate
or joint
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3. Creation of a cooperative
3.1 Articles of incorporation
Cooperatives must be incorporated through a public deed, i.e. prepared by a notary public.
The articles of incorporation, of which the articles of association form an integral part, must contain:
ƒ for each partner who is an individual: personal details, tax code, profession;
ƒ for each partner who is a incorporation: corporate name, registered office, tax code and personal details
of the person representing the company in the cooperative;
ƒ the portion of share capital subscribed by each partner;
ƒ appointment of corporate bodies: board of directors (including the chairman and any vice chairman), any
board of auditors (including the chairman, statutory members and alternate members) and anyone
assigned to audit the accounts.
The articles of association, the basic instrument which sets the general rules of the company, must indicate:
ƒ corporate name, registered office and duration of the company;
ƒ mutual aid requisites;
ƒ corporate purpose;
ƒ possible types of partner
ƒ conditions for admission, withdrawal and exclusion of partners;
ƒ corporate bodies and their functioning;
ƒ composition of assets;
ƒ regulations for approval of financial statements and division of profits and reimbursement;
ƒ any arbitration clause for disputes.
3.2 Entry on the Register of Companies
The articles of incorporation are entered, by the notary public, on the Register of Companies for the district in
which the registered office is located.
3.3 Application for a tax code and VAT number
Simultaneously with incorporation of cooperatives, it is necessary to request a tax code from the Revenue
Agency, which also coincides with the VAT number. Before starting to operate, the cooperative must also
communicate the start of activities to the Revenue Agency and the Register of Companies.
3.4 Registration with the Association of Cooperatives
Registration is obligatory for all cooperatives, irrespective of whether they are prevalent or non-prevalent. The
register is held at the Ministry of Economic Development; communications are made telematically through the
Register of Companies at the Chamber of Commerce where the registered office of the company is located.
The Association is formed of two sections: prevalent mutual aid cooperatives and non-prevalent mutual aid
cooperatives. In addition to identification of the section, cooperatives in the process of being registered must
identify the category to which they belong (see 2.1.2 above).
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4. Registers of a cooperative
4.1 Corporate books
PartnersÊ meeting minute book
which contains the minutes of ordinary and extraordinary partnersÊ meetings.
Board of DirectorsÊ meeting minute book
which contains the minutes of the board of directorsÊ meeting.
Board of Auditors meeting minute book
which contains the results of the checks performed by the board of auditors.
PartnersÊ register
which contains in indication of the names of all partners with the relative personal details and stake in capital
subscribed. Any measures taken are noted, in addition to new admissions, transfers, exclusions and cases of
death.
All corporate books must carry the initial stamp of certification.
4.2 Tax registers
Day book:
this is the chronological register of economic activities of the cooperative, expenses and purchases,
catalogued day by day, and all financial and accounting operations;
Inventory register:
this is prepared at the start of the year and subsequently each year; it contains indications and evaluations of
company assets and liabilities.
VAT registers:
these group together all invoices issued by the cooperative and all those received.
Register of amortisable assets:
these contain a list of purchases by the cooperative of assets necessary and useful for company activities,
which may subsequently be amortised.
Warehouse registers
Used by cooperatives with the obligation of warehouse accounting.
4.3 Employee registration books
These relate to employees of the cooperative and are obligatory. They are the Single Employment Register
and the AccidentsÊ Register.
4.4 Other legal obligations
Legislative Decree 81/08 and subsequent modifications and additions thereto (consolidation act for health
and safety in the workplace). Document on assessment of risks, appointment of the protection and prevention
service manager, workersÊ safety representative, fire prevention and first aid personnel, information and
training of workers and managers, appointment of a doctor, document on assessment of fire risk, etc.
Legislative Decree no. 196/03 (code on personal data): resolution, notification, letters of assignment, safety
measures, programmatic security document, information sheets, etc.
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5. The Services of Legacoop Reggio
5.1 Incorporation
The offices of Legacoop Reggio Emilia are available to provide the support and assistance necessary for
incorporation of new cooperatives.
Anyone interested in further details on company projects or even only in obtaining general information on
feasibility of a firm in cooperative form should contact the PROMOTION OFFICE (Carlo Possa - tel. 0522
530011; e-mail [email protected]) and schedule an appointment for a meeting.
The tax, company, employment legislation and financial assistance offices are also available for all support.
After checking feasibility of the project, Legacoop assists in preparation of the Articles of Association and
assists the cooperative in the phase of incorporation with the notary public and in obligations relating to startup of the company.
5.2 Membership of Legacoop
The following may become members of Legacoop:
• all cooperative companies, friendly societies, their consortia, mutual aid societies;
• associations whose purposes are consistent with the purposes of Legacoop;
• ordinary companies with a majority stake of cooperatives, their consortia or other associated
organisations.
An organisation which intends to request membership must submit an application with the relative
documentation to the territorial Legacoop where its registered office is located. It is necessary to compile two
separate membership forms, one for Legacoop Reggio Emilia and one for the Lega Nazionale, accompanied
by the following documentation:
• resolution of the competent body with which membership is requested (where not established by their
articles of association);
• articles of incorporation and current articles of association;
• copy of the up-to-date CCIAA certification;
• declaration of the legal representative of absence of judicial and administrative procedures against the
organisation and its directors;
• the last two financial statements with accompanying notes.
Acceptance of the application is decided by the Management of Legacoop Reggio and subsequently
transmitted to the President of the Legacoop Nazionale and approved by the National Management at its first
meeting.
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5.3 Administrative assistance (Accounts - payslips)
If requested, Legacoop Reggio may provide accounting assistance (keeping of accounts, financial statements,
tax returns, VAT declarations, telematic sending) and the service of preparation of payslips and obligations
relating to administration of personnel.
These services are provided through a special services centre promoted by Legacoop and created in
cooperative form:
ENNEA Società Cooperative
with registered office in Reggio Emilia, Via Meuccio Ruini 74/D.
The corporate purpose of Ennea is improvement of administrative organisation and company management as
a whole of firms and associated organisations, through joint management in an accounting and
administrative centre.
Cooperatives and their consortia, other bodies created in any form by the cooperative movement, and also
corporations, partnerships and associations which belong to Legacoop may be partners of Ennea.
Ennea provides:
• payslip preparation service, including connected tax and welfare operations;
• accounting services ;
• assistance and consultancy to companies in the administrative, employment and tax areas and fulfilment
of the relative obligations;
• telematic service of lodging financial statements and presenting tax returns;
• issuing of the national services card, registrations and communications to the Association of cooperatives;
• preparation of applications for loans and subsidies;
• assistance in preparation of articles of association;
• tax disputes.
In order to create a network in the field of administrative services which satisfies company requirements in an
increasingly efficient way, particularly for Legacoop members, accounting service cooperatives also
participate in Ennea:
ACTA SERVIZI AZIENDALI Società Cooperative
via Cadoppi 6, Reggio Emilia
tel. 0522 512930; fax 0522 271012; e-mail [email protected]
COOPERATIVE CONTABILE BASSA REGGIANA Società Cooperative
via Brunelleschi 2, Campegine RE
tel. 0522 677598; fax 0522 676766; e-mail [email protected]
For information or to request a service:
ENNEA Società Cooperative
via Meuccio Ruini 74/d - 42124 Reggio Emilia
tel. 0522 921685, fax 0522 920586
E-mail: [email protected]
Rosanna Mazzi (payslip service)
Simona Marmiroli (accounting service )
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5.4 FINANCIAL INSTRUMENTS
Legacoop Reggio has promoted, together with the principal member cooperatives, the creation of the
CCIS ă Consorzio Cooperativo Iniziative Sociali società cooperative.
The CCIS is a Consortium which mainly performs financial activities for its members, with particular focus on
small and medium sized cooperatives and social cooperatives.
PURPOSES
The Consortium aims to promote, collaborate on and participate in the development and consolidation of the
cooperative and mutual aid movement, encouraging the incorporation of new cooperatives or companies in
which they hold stakes, development and consolidation of the company activities of firms.
ACTIVITIES
The CCIS offers loans to small and medium sized cooperatives, social cooperatives and new cooperatives.
The resources provided are used on the basis of a criteria of rotation and are generally backed by security of
the Consorzio Fidi Nazionale della cooperativa (Cooperfidi Italia).
CCIS also offers assistance and specialist consultancy in the definition of investment projects and in
implementation of the instruments useful for improvement of company management.
LOANS
In order to request a loan, it is necessary to be a member of the CCIS (membership fee of Euro 516.45) and
submit, together with the resolution of the board of directors, a description of the investment and identification
of the security.
If the board of directors of CCIS votes in favour, a contract is signed and the loan is disbursed (generally
from Euro 10,000 to Euro 80,000).
There are various types of financeable investments: purchase or renewal of equipment, technical-commercialadministrative improvements, company purchases, opening of new firms, consolidation of employment,
purchase/renovation/conversion of premises, transformation of bank exposure from short to medium/longterm, increases in capital.
The conditions applied include fixed or variable rates, aligned with market values, duration from 3 to 5
years, flexible amortisation plans with monthly, quarterly, six-monthly reimbursement instalments, no
preliminary inquiry expenses, accessory charges relating solely to security (credit consortia, guarantees, lien
on assets).
The CCIS has agreements with Coopfond (mutual aid fund management company of Legacoop) and with
Cooperfidi Italia (national cooperative loan consortia).
For information or to request a loan:
CCIS - Consorzio Cooperativo Iniziative Sociali società cooperative.
via Meuccio Ruini 74/d Reggio Emilia
e-mail [email protected]
Chairman: Giuseppe Catellani
Vice Chairman: Daniela Cervi
Matteo Pellegrini, tel. 0522 530907
Daniela Tocci, tel. 0522 530935
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5.5 INSTRUMENTS OF THE LEGACOOP SYSTEM
Legacoop promotes and sustains instruments with the purpose of support and assistance for member
cooperatives.
Principal companies promoted by Legacoop operating at national level:
CCFS CONSORZIO COOPERATIVO FINANZIARIO PER LO SVILUPPO soc. coop.
via Rochdale 5, Reggio Emilia
tel. 0522 530511; fax 0522 530690; e-mail [email protected]; web http://www.ccfs.it
This is the cooperative financial brokerage consortium, operating within the national territory, with registered
office in Reggio Emilia. The Consortium provides its members with a range of financial services aimed at
satisfying short and medium term financial requirements both with regard to use of liquid assets and relating
to any other needs.
The activity of the Consortium is reserved to partners, who may be cooperative companies or their subsidiary
companies, and also societies, associations, foundations or other non-profit-making institutions.
In order to sustain development and growth of firms, the Consortium offers advanced and customised
solutions in the specific branch of leasing, through several affiliated companies, Inno-Tecs Spa., Leasecoop
Spa, PIO Leasing S.p.A., Quorum Spa.
COOPFOND spa
via Guattani 9, Roma
tel. 06 44249435; fax 06 44249659; e-mail [email protected]; web http://www.coopfond.it
This is the mutual aid fund of Legacoop, created in accordance with Law 59 of 1992 for the promotion and
development of cooperation. Coopfond operates to promote, strengthen and extend the cooperative presence
within the national economic system, promoting and financing initiatives, with a preference for programs
aimed at technological innovation, an increase in employment and development of Southern Italy.
The resources of the Fund derive from:
• 3% of the profits of existing cooperatives;
• the remaining assets of cooperatives placed in liquidation;
• operating profits.
The types of intervention of Coopfond principally have the characteristics of temporary financial support and
relate to sections of activity of the fund:
• Promotion ă creation of new cooperative firms;
• Development ă support for business initiatives taken by cooperatives already in operation;
• Consolidation ă interventions of re-equilibrium of the financial structure and assets of cooperatives already
in operation;
• Merger/Integration ă support in aggregative processes between cooperatives already in operation
• Active promotion fund ă contributions to initiatives of particular social utility or research and studies.
The methods of intervention of the fund may be through a stake in capital as a financing partner or through
the disbursement of loans.
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COOPERFIDI ITALIA soc. coop.
Territorial office: Emilia-Romagna - via G. Brini 45, Bologna
tel. 051 0956816; fax 051 0956899; e-mail [email protected]; web http://www.cooperfidi-er.it
Cooperfidi Italia is the collective consortium for security on lines of credit for cooperation. It is a national
consortium to which the principal cooperative centres (Legacoop, Confcooperative, Agci) refer and is the
result of the merger of nine regional credit coops, from 1 January, 2010.
Cooperfidi is capable of assisting with security equal to 50% of loans disbursed by banks and by financial
structures with agreements, for all company requirements. In addition to the principal bank institutes, CCIS
and CCFS have agreements with Cooperfidi.
CONSORZIO COOPERATIVE SOCIALI QUARANTACINQUE soc. coop.
via Meuccio Ruini 74/l, Reggio Emilia
tel. 0522 518509; fax 0522 924554;
e-mail [email protected]; web http://www.quarantacinque.it
Consorzio Cooperative Sociali "Quarantacinque" was set up in 1994 on initiative of various social
cooperatives in Reggio Emilia belonging to Legacoop, with the purpose of coordinating the activities of
partner firms and promoting their development.
Thanks to the vast range of operations and services, its presence across the territory and the skills and
professionalism of the partners, the consortium can propose to the public and private sector integrated
solutions in the management of services and structures aimed at minors, infancy, the aged and the
disadvantaged. From planning to management, training to seeking financial resources, "Quarantacinque"
can provide a range of experiences among the most qualified at national level.
The Consorzio Quarantacinque acquires contracts and jobs on behalf of members, coordinates their activities
and ensures management of services through the technical and organisational structures of the cooperatives
to which it assigns performance of the work.
BOOREA soc. coop.
via Meuccio Ruini 74/d, Reggio Emilia
tel. 0522 530909; fax 0522 530900; e-mail [email protected]; web http://www.boorea.it
Boorea was created in 2000, founded by 23 member cooperatives of Legacoop, in order to satisfy the need
of providing Reggio Emilia based firms belonging to Legacoop with a means of support:
• in activities of internationalisation and international cooperation;
• in the commitment to perform a wide action of social and cultural integration at territorial level.
These strong foundations led to Boorea, a cooperative created to promote the spreading of the form and
culture of cooperatives in the world, with particular reference to the countries of Central and Eastern Europe,
Africa, Asia and Latin America.
Boorea also collaborates actively in the process of business and social integration between European
cooperatives, assists in international relations of the cooperative movement, takes part in solidarity and
develops economic collaboration in non-EU countries through realisation of business projects which have the
conditions of success and continuity, guaranteed by qualified cooperative or business partnerships.
Boorea also focuses particular attention on activities which spread culture and promote education as
fundamental values of our society, for this purpose financing cultural events, educational plans and collection
of funds to support research, assist development of projects aimed at school education and raise public
awareness of the importance of solidarity initiatives.
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CESVIP società cooperative sociale
Registered office: Stradone Farnese 3 Piacenza
Reggio Emilia office: via Kennedy 15
Tel. 0522 306832; fax 0522 934552; e-mail [email protected]
web http://www.cesvip.emiliaromagna.it
CESVIP Emilia-Romagna is a training company created by the Lega delle Cooperative, which has been
operating for years in the area of financial training and by catalogue/market, preparing training and
development plans for public and private firms and workers and people seeking employment.
In accordance with its mission, Cesvip is capable of providing:
• skills in educational and learning processes, not only through traditional forms of training, but also with
more advanced methods, such as tutorship and flanking;
• skills and expertise in promoting the creation and development of cooperative firms, the spreading of the
cooperative business model;
• a network of relations between interlocutors, public and private, which operate on the employment
market, valorising employment initiatives proposed throughout the territory of reference.
CESVIP, Centro Sviluppo Piccola e Media Impresa, is a company which operates in the area of professional
training, in compliance with Law 845/78, legislation and EU, national and regional regulations, through
territorial offices accredited with the Emilia-Romagna regional authorities.
CESVIP Emilia-Romagna is part of the COFIES group, Compagnia Finanziaria per l'economia sociale, which
supports and assists growth of a group of companies operating in the range of services supporting
development and qualification of human resources in firms and, more generally, on the employment market.
QUA.DIR srl
Via Meuccio Ruini, 74/d, Reggio Emilia
Tel. 0522 367929; fax 0522 511346; e-mail [email protected]; web http://www.quadir.it
Qua.Dir srl is a company, created in 2004, specialised in high-level management training. Since 2006, in
collaboration with Legacoop Reggio Emilia and Legacoop Modena, it has been organising each year the
MIC ă Management delle imprese cooperative.
The MIC is a high-level training course aimed at cooperative managers already operating at a company with
major operating responsibilities. This is management-type training, aimed at a profile of managers open to
the culture, capable of interpreting the environment and its changes, recognising and maintaining the mutual
aid agreement and interpreting its values and interacting with shareholders, managing consent and training
collaborators in the team spirit.
21