European Cooperatives in Spain

30 March 2011

On April 8, 2011, Act 3/2011 dated March 4th will go into effect (Spanish Official State Gazette dated March 8th) regulating Europeans cooperatives with registered offices in Spain, hereinafter referred to as ECS.

 The ECS with a registered office in Spain is one whose central administration and corporate seat are located in Spanish territory. The ECS statute includes EC Council regulation number 1.435/2003 dated July 22, 2003 and EC Council Directive 2003/72 dated July 22, 2003 which was transposed in Spain on Act 31/2006 of October 18th, regarding the implication of workers in corporations and European cooperatives.

The main objective of the just published Act 3/2011 is to cover circumstances not regulated by said Regulation and to establish the Companies Registry as the competent registry. Naturally this requires appropriate coordination with the Central Companies Registry since an ECS could not be registered in Spain if their denomination is already recorded. It is likewise established that the publication of their data and actions is to be regulated in accordance with that set forth for corporations (sociedades anónimas).

When an ECS with a registered office in Spain no longer has a central administrative body in Spain, it must regularize its situation within one year by either establishing their central administration or transferring their company seat to the Member State where their central administration is located.

This Act also encompasses all situations of mergers, acquisitions or winding-ups of these types of companies, as well as the administration of same, which may be either singular or dual, a model unknown till now in Spain consisting of a managerial body and a controlling board.

The government has been authorized to adapt the Companies Registry Regulation to the contents of this Act.

For further information please contact César García de Quevedo: