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Council Regulation (EC) No 1435/2003 of 22 July 2003 on the Statute for a European Cooperative Society (SCE)RecitalsChapter I General provisions (arts. 1-16)Article 1 Form of the SCEArticle 2 FormationArticle 3 Minimum capitalArticle 4 Capital of the SCEArticle 5 StatutesArticle 6 Registered officeArticle 7 Transfer of registered officeArticle 8 Law applicableArticle 9 Principle of non-discriminationArticle 10 Particulars to be stated in the documentsArticle 11 Registration and disclosure requirementsArticle 12 Publication of documents in the Member StatesArticle 13 Notice in the Official Journal of the European UnionArticle 14 Acquisition of membershipArticle 15 Loss of membershipArticle 16 Financial entitlements of members in the event of resignation or expulsionChapter II Formation (arts. 17-35)Section 1 General (arts. 17-18)Article 17 Law applicable during formationArticle 18 Acquisition of legal personalitySection 2 Formation by merger (arts. 19-34)Article 19 Procedures for formation by mergerArticle 20 Law applicable in the case of mergerArticle 21 Grounds for opposition to a mergerArticle 22 Conditions of mergerArticle 23 Explanation and justification of the terms of mergerArticle 24 PublicationArticle 25 Disclosure requirementsArticle 26 Report of independent expertsArticle 27 Approval of the terms of mergerArticle 28 Laws applicable to formation by mergerArticle 29 Scrutiny of merger procedureArticle 30 Scrutiny of legality of mergerArticle 31 Registration of mergerArticle 32 PublicationArticle 33 Consequences of mergerArticle 34 Legality of the mergerSection 3 Conversion of an existing cooperative into an SCE (art. 35)Article 35 Procedures for formation by conversionChapter III Structure of the SCE (arts. 36-63)Article 36 Structure of organsSection 1 Two-tier system (arts. 37-41)Article 37 Functions of the management organ; appointment of membersArticle 38 Chairmanship and the calling of meetings of the management organArticle 39 Functions of the supervisory organ; appointment of membersArticle 40 Right to informationArticle 41 Chairmanship and the calling of meetings of the supervisory organSection 2 The one-tier system (arts. 42-44)Article 42 Functions of the administrative organ; appointment of membersArticle 43 Intervals between meetings and the right to informationArticle 44 Chairmanship and the calling of meetings of the administrative organSection 3 Rules common to the one-tier and two-tier systems (arts. 45-51)Article 45 Term of officeArticle 46 Conditions of membershipArticle 47 Power of representation and liability of the SCEArticle 48 Operations requiring authorisationArticle 49 ConfidentialityArticle 50 Conduct of the business of organsArticle 51 Civil liabilitySection 4 General meeting (arts. 52-63)Article 52 CompetenceArticle 53 Conduct of general meetingsArticle 54 Holding of general meetingsArticle 55 Meeting called by a minority of membersArticle 56 Notice of meetingArticle 57 Additions to the agendaArticle 58 Attendance and proxiesArticle 59 Voting rightsArticle 60 Right to informationArticle 61 DecisionsArticle 62 MinutesArticle 63 Sectorial or section meetingsChapter IV Issue of shares conferring special advantage (art. 64)Article 64 Securities other than shares and debentures conferring special advantagesChapter V Allocation of profits (arts. 65-67)Article 65 Legal reserveArticle 66 DividendArticle 67 Allocation of available surplusChapter VI Annual accounts and consolidated accounts (arts. 68-71)Article 68 Preparation of annual accounts and consolidated accountsArticle 69 Accounts of SCEs with credit or financial activitiesArticle 70 AuditingArticle 71 System of auditingChapter VII Winding up; liquidation; insolvency and cessation of payments (arts. 72-76)Article 72 Winding-up, insolvency and similar proceduresArticle 73 Winding-up by the court or other competent authority of the Member State where the SCE has its registered officeArticle 74 Publication of winding-upArticle 75 DistributionArticle 76 Conversion into a cooperativeChapter VIII Additional and transitional provisions (art. 77)Article 77 Economic and monetary unionChapter IX Final provisions (arts. 78-80)Article 78 National implementing rulesArticle 79 Review of the RegulationArticle 80 Entry into forceDone at
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Version status: Applicable | Document consolidation status: Updated to reflect all known changes
Version date: 18 August 2006 - onwards
Version 3 of 3

Article 19 Procedures for formation by merger

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

 - the procedure for merger by acquisition,

 - the procedure for merger by the formation of a new legal person.

In the case of a merger by acquisition, the acquiring cooperative shall take the form of an SCE when the merger takes place. In the case of a merger by the formation of a new legal person, the latter shall take the form of an SCE.

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