Dutch Legislation

Chapter 2

in force

FORMATION

Regulation (EC) No 1435/2003 — European Cooperative Society (SCE) (Verordening (EG) nr. 1435/2003 (SCE)) · Articles: 19

Section None

FORMATION

17 Article 17

1. Subject to this Regulation, the formation of an SCE shall be governed by the law applicable to cooperatives in the Member State in which the SCE…

18 Article 18

1. An SCE shall acquire legal personality on the day of its registration in the Member State in which it has its registered office, in the register…

19 Article 19

An SCE may be formed by means of a merger carried out in accordance with:

20 Article 20

For matters not covered by this section or, where a matter is partly covered by it, for aspects not covered by it, each cooperative involved in the…

21 Article 21

The laws of a Member State may provide that a cooperative governed by the law of that Member State may not take part in the formation of an SCE by…

22 Article 22

1. The management or administrative organ of merging cooperatives shall draw up draft terms of merger. The draft terms of merger shall include the…

23 Article 23

The administrative or management organs of each merging cooperative shall draw up a detailed written report explaining and justifying the draft terms…

24 Article 24

1. The law applicable to public limited-liability companies concerning the disclosure requirements of the draft terms of mergers shall apply by…

25 Article 25

1. Any member shall be entitled, at least one month before the date of the general meeting required to decide on the merger, to inspect at the…

26 Article 26

1. For each merging cooperative, one or more independent experts, appointed by that cooperative in accordance with the provisions of Article 4(6)…

27 Article 27

1. The general meeting of each of the merging cooperatives shall approve the draft terms of the merger.

28 Article 28

1. The law of the Member State governing each merging cooperative shall apply as in the case of a merger of public limited-liability companies…

29 Article 29

1. The legality of a merger shall be scrutinised, as regards the part of the procedure concerning each merging cooperative, in accordance with the…

30 Article 30

1. The legality of a merger shall be scrutinised, as regards the part of the procedure concerning the completion of the merger and the formation of…

31 Article 31

1. A merger and the simultaneous formation of an SCE shall take effect on the date on which the SCE is registered in accordance with Article 11(1).

32 Article 32

For each of the merging cooperatives the completion of the merger shall be made public as laid down by the law of the Member State concerned in…

33 Article 33

1. A merger carried out as laid down in the first indent of the first subparagraph of Article 19 shall have the following consequences ipso jure and…

34 Article 34

1. A merger as provided for in the fourth indent of Article 2(1) may not be declared null and void once the SCE has been registered.

35 Article 35

1. Without prejudice to Article 11, the conversion of a cooperative into an SCE shall not result in the winding-up of the cooperative or in the…