1. For the purposes of this Regulation, "the statutes of an SCE" shall mean both the instrument of incorporation and, when they are the subject of a separate document, the statutes of the SCE.

2. The founder members shall draw up the statutes of the SCE in accordance with the provisions for the formation of cooperative societies laid down by the law of the Member State in which the SCE has its registered office. The statutes shall be in writing and signed by the founder members.

3. The law for the precautionary supervision applicable in the Member State in which the SCE has its registered office to public limited-liability companies during the phase of the constitution shall apply by analogy to the control of the constitution of the SCE.

4. The statutes of the SCE shall include at least:

  • the name of the SCE, preceded or followed by the abbreviation "SCE" and, where appropriate, the word "limited",
  • a statement of the objects,
  • the names of the natural persons and the names of the entities which are founder members of the SCE, indicating their objects and registered offices in the latter case,
  • the address of the SCE's registered office,
  • the conditions and procedures for the admission, expulsion and resignation of members,
  • the rights and obligations of members, and the different categories of member, if any, and the rights and obligations of members in each category,
  • the nominal value of the subscribed shares, the amount of the subscribed capital, and an indication that the capital is variable,
  • specific rules concerning the amount to be allocated from the surplus, where appropriate, to the legal reserve,
  • the powers and responsibilities of the members of each of the governing organs,
  • provisions governing the appointment and removal of the members of the governing organs,
  • the majority and quorum requirements,
  • the duration of the existence of the society, where this is of limited duration.


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