Read the untranslated law here: https://www.bopa.ad/bopa/027012/Pagines/lo27012007.aspx
lo27012007 law 5/2015, 15 January, of cooperatives of Andorra law 5/2015, 15 January, of cooperatives of Andorra since the General Council in its session of 15 January 2015 has approved the following: law 5/2015, 15 January, of cooperatives of Andorra preamble The cooperatives are a business reality present in most of the countries of the European environment , with a strong presence in the Principality of Andorra.
The current economic reality can force and boost the country to face the creation of employment and wealth based on the initiative of people, sometimes in the same effort and commitment of the workers and of the new entrepreneurs, they can find in their association and work the resources necessary to deal with projects of common interest.
Incorporated into the Andorran legal system the model of cooperative society can contribute to open new possibilities for the citizens ' initiative, which will show the viability of building new business plans from its contribution of work, resources or services options for the community or for the market, which may allow their economic improvement , social and quality of life.
Articles 18 and 19 of the Constitution recognize the right to create business organizations, and workers and employers to defend their economic and social interests. At the same time, article 28 regulates the right to freedom of enterprise, while the article 32, enacted within the framework of the market economy, the balanced development of society and the general well-being.
Also in the Andorran legal background there is a strong presence of communal rights, that link directly with the values of the new business dynamics driven by the common interest of its members and the collective economic forms that provide the cooperatives.
With this background the cooperative law recognizes the right of all people to partner through this corporate types, based on international principles declared by the International Cooperative Alliance, and recognized by the majority of legal regulations from around the world: 1) the voluntary and open membership in the cooperative; 2) democratic management on the part of the partners; 3) the economic participation of the partners; 4) the full autonomy and independence; 5) the promotion of the education and training of members; 6) cooperation between cooperatives; and 7) the commitment to society and the environment. Principles that incorporate the strengthening of economic and social democracy and community solidarity in the countries where they develop, becoming factors of social cohesion and of rooting of the national economy.
These international principles arises as the guiding principles of the cooperative legislation of Andorra, have to govern the life of the cooperatives and should serve as an interpretative criterion in the application of the law.
Cooperatives are based on the values of self-help, self responsibility, democracy, equality, equity and solidarity.
The cooperatives Act is a general law. It is a law that leaves a wide margin of autonomy in cooperatives to regulate themselves through their statutes and internal regulations, as well as tips for a model of cooperative society as a society of people who are committed to improving their lives, to a decent work and for the welfare of its members and of the environment, through the implementation of an efficient and sustainable economic activity , capable of generating wealth and new resources to its members without any discrimination. Without a doubt, a remarkable development and the balance of society.
In all those aspects where the legal form does not require nor justify a specificity in its regulation, the legal rule refers to the legislation on limited companies and limited liability.
Chapter i. General provisions Article 1 legal Concept of cooperative 1. Co-operatives are companies with legal personality, that associated with natural or legal persons who are proposed to improve the economic and social situation of their members, with full autonomy in management, variable capital and internal democracy. For this purpose, develop a business activity of collective basis, in which the mutual service and the economic contribution of all the partners tend to improve human relationships and to put the collective interests above all idea of particular benefit.
2. you can be the object of any licit economic activity or social cooperative society, except those that are reserved by law to a particular corporate or special sectoral regulation.
3. cooperatives should adjust its structure, organisation and operation the principles of voluntary and open membership in the cooperative; democratic management on the part of the partners; autonomy and independence; economic participation of the partners; promotion of education and training of members; cooperation among cooperatives; and commitment to society and the environment.
Article 2 of the classes of cooperatives 1. For its social basis can be of first grade or second grade.
in first degree cooperatives) are those that belong to natural or legal persons who propose to improve their living conditions, as consumers, workers, professionals, entrepreneurs, farmers or ranchers, by means of the operation of a collective company under the terms defined in article 1.
b) are second degree cooperatives which bring together mainly in cooperatives with the aim of complete, promote, coordinate, reinforce or integrate the economic activity of the cooperatives and other organizations that are members, with the extension or the scope established by the respective statutes.
2. Because of its socio-economic structure the first degree cooperatives can be classified according to the following criteria: a) associated work Cooperatives: the aim of which is to provide to its members jobs through the development of the corporate purpose of the cooperative;
b) Cooperatives of services: the aim of which is to increase the income of its members, and include those associated with small entrepreneurs, self-employed workers, farmers or ranchers.
c) Cooperatives of consumption: the aim of which is to obtain savings on the incomes of their members and include consumer co-operatives, the housing, the teaching or health when grouped together the parents of the students.
3. The articles of association may establish rules and agreements that have to fit for the better development of cooperativitzada activity, as long as they do not try to illicit agreements, contrary to morality or public interests of Andorra.
4. In the case of the associated work cooperatives and cooperatives of another class that have partners, the relationship between the Member and the cooperative is corporate in nature. The articles of Association and, if necessary, the internal regime regulations regulate the basic criteria of work regime.
Article 3 Concepts for the purpose of this law is meant by: a) cooperativitzada Activity: the activity that performs the cooperative with those partners in furtherance of its purpose and its social object, and it can consist of the delivery of goods or the provision of services or work, the purchase of goods or services, or any other activity, always respecting the limitations set out in article 1.2. Monetary contributions and goods made by those members that are intended for the cooperative management or to the use of cooperative services integrate cooperative heritage, constitute social contributions or not.
b) corporate purpose: the exploitation of any economic or social activity lawfully carried out by the cooperative as a legal person distinct from its members, in the area provided for in article 1.2.
c) labour Advance: the amount received by partners that work in the associated work cooperatives in the concept of remuneration of their work, the result of the annual budget exercise. The labour advance under no circumstances is considered salary, but it is calculated for the purposes of contribution to the Social Security, labour income in the income tax of individuals, and their authorization of residence and work.
d) Surplus: the positive cooperative result obtained by a cooperative, the result of its activity with the partners, in a tax year. If this result is negative will qualify as a loss of cooperatives.
e) Return the part of the surplus: cooperative general Assembly agrees attributed to those members of the cooperatives, in the event of positive results, having satisfied the required taxes and endowed with the legal background required.
f) extracooperatius Results: the results are qualified to act as such, and that come from sources other than the cooperativitzada activity developed with those partners.
g) Regulation of internal regime: internal rules of operation or functional organization of the cooperative.
h) mandatory reserve fund: a fund aimed at the consolidation and the creditworthiness of the cooperative and who is irrepartible between those partners.
and Cooperative education and promotion fund): part of the annual results that the cooperative should be used for the purposes set out in this law.
Article 4 Denomination 1. The name of cooperatives governed by this law must necessarily include the terms "cooperative society" or its abbreviation "s. Coop.".
2. The use of the term "cooperative society" and its abbreviation relates exclusively to the companies constituted under this law. Any other person, company, association or entity may not use as a name, title, subtitle, or name, any label, mark, label, header, advertisement or document of any kind the word "cooperative" or its abbreviation or any other word in a similar sense or that may give rise to confusion.
3. A cooperative society may not adopt any name identical or similar to that of another existing cooperative society or include in the name no reference that leads to confusion about their legal status.
4. must apply to cooperatives rules on the reservation of corporate name and about the competence of the register of companies in the authorization of this designation, contained in law 20/2007, of 18 October, corporations and limited liability.
Article 5 Nationality 1. Have the Andorran nationality all cooperative has its registered office in Andorra and has been constituted in accordance with this law.
2. The cooperative can only transfer their registered office abroad in case there is an international agreement that permits, with the maintenance of the legal personality, or in case of reciprocity. The transfer of the registered office abroad entails the loss of Andorran nationality.
3. foreign cooperatives societies can transfer its registered office to acquire Andorran nationality and, as long as they adapt to the provisions of this law and that the laws of the State of origin permitted for the purpose of maintenance of legal status. This procedure of adaptation requires, at a minimum, the same formalities required for the establishment of cooperatives.
Article 6 registered office and branches 1. The cooperatives of Andorra must have the registered office within the territory of the Principality of Andorra.
2. Apply to cooperatives branch rules contained in the law on public limited companies and limited liability. In any case, is not authorized branch of a foreign cooperative if the latter does not comply with the requirements established in the present law.
Article 7 cooperativitzada Activity with third parties non-members 1. Cooperatives can make with third parties not members own operations of its activity, if you anticipate their articles of Association, and with the limits and conditions established in this law. In any case the activity with third parties cannot constitute the majority activity.
2. Any cooperative, to exceptional circumstances that are not attributable, compromised their economic viability due to operate exclusively with its members and, where applicable, with other non-members within the limits established, may be authorised by the Ministry responsible for the registration of societies, upon request, to carry out, or, if necessary, to expand activities and services with third parties not members , for a period and up to the amount established by the authorization.
Article 8 responsibility of the partner
The responsibility of those members for the social debt is limited to their contributions to the subscribed share capital, whether they have been paid as if they are waiting for desembors. However, the Member who resigns in the cooperative must respond personally by the social debt, subject to exclusion of having social, for three years from the loss of its status as a partner, to the obligations entered into by the cooperative before its low, up to the amount reimbursed for their contributions to the share capital. The articles of association may establish the method for the quantification and the determination of this responsibility.
Chapter II. Constitution and Article 9 of the Constitution Requirements 1. The minimum number of members to constitute a co-operative is three, but in the second degree cooperative, which can be formed with only two founding co-operatives at least.
2. The cooperative is the granting of a public deed, authorized by a notary of Andorra, which has the obligation to verify that they comply with the legal requirements and Protocol reservation certification designation. It also has the obligation to send a copy of the public deed of incorporation in the register of societies, within fifteen calendar days from the date of granting of the counters, for their registration.
3. With the registration of the deed of incorporation in the register of companies, the Union acquires legal personality. In any case, the Minister responsible for the registration of societies, at the proposal of the person responsible for the due registration, refused the registration of the cooperative in the registry of companies if they do not meet the requirements established in this law.
4. The registration or refusal of registration in the register of Companies occurs and notify within a period not exceeding 15 calendar days counted from the filing in the registry. The absence of notification within this period will be equates to to a tacit denial. Against the refusal, express or tacit, can make up the administrative resource and, if necessary, challenge in judicial, in the terms established in the code of the Administration, in the law of the administrative and tax jurisdiction and in the regulations that complement or, in the future, the overriding. You will also have standing to appeal against the denial of registration to the notary authorising the public deed is not registered.
5. The notary authorising the public deed of incorporation of the cooperative may not deliver authentic copy of the title public without making clear the details of the settlement of entry in the register of companies.
6. Can not be established, nor raise in public, or register to the register of cooperatives with illicit object, contrary to morality or public interests of Andorra.
Article 10 articles of incorporation in the public deed of incorporation, there must necessarily be expressed: a) the name, the surname and the civil status of the constituent members people, whether they are individuals, and the company name, if it is a legal person. In both cases, you have to state your nationality and domicile and the demonstration that meet the necessary requirements to be partners.
b) The grantor's will be a cooperative and cooperative class what it's about.
c) the statutes that govern the operation of the cooperative, which can be done by literal transcription or notarisation in the same script.
d) the expression of what the minimum social capital has been entirely subscribed and paid up, with the details of the contributions of each partner. If the contributions are money, you must deposit the Bank certification Protocol of the quantities corresponding to the name of the cooperative in Constitution.
e) the value assigned to the non-cash contributions, if any, with details of the contributions made by each of the constituent members people.
f) the appointment of the administrator or of the members of the first Governing Council and their respective positions.
g) the scheduled date because the cooperative begins its operations, which may not be earlier than the date of the granting of the deed of incorporation, except in the cases of cooperative transformation, merger or split-merger.
Article 11 of the articles of Association 1. The articles of association must be expressed as a minimum: a) the name, the address and the duration of the cooperative.
b) the corporate purpose or the socio-economic activities for which the cooperative is created.
c) minimum share capital, the amount and the form of the compulsory minimum social contribution of the people and the conditions of desembors of capital, if necessary.
d) the classes of persons and the requirements for admission and low of people partners, the conditions for the reimbursement of their contributions to the social capital and the transmission.
e) the rights and obligations of those partners.
f) social discipline rules, the classification of offences and sanctions, disciplinary procedures and resources that we can bring, as well as the different cases of forced loss of membership status.
g) the criteria for application of the results, with the determination of the percentages of surplus that should be allocated to social funds required.
h) mode and the deadline for summoning the general Assembly and the adoption of its resolutions.
I) rules on composition, functioning, electoral procedure and removal of corporate bodies.
j) the causes of dissolution of the cooperative and the rules for the settlement.
k) the criteria for determining the commitment of participation intercooperativa and promotion of training.
the) the criteria of attribution of surplus and of losses to those cooperatives members.
m) The other matters which, according to this law, have been regulated in the articles of Association.
2. The partners may include all of the Covenants and conditions they deem appropriate, as long as they are not contrary to the law.
Article 12 the by-laws of the cooperative with members of work in addition to the points provided for in article 11, the articles of Association of the associated work cooperatives and those with working partners have to express at least: 1. The length of the working day, rest at least weekly, the festivities and the annual holidays of the working partners , with respect, at least, the following rules:
in) between the end of a working day and the beginning of the next, have spent at least 12 hours.
b) minors between 14 and 15 years old may not make more than 6 hours of daily work, and minors between 16 and 17 years may not make more than 8 hours a day, in both cases with an interruption for rest of at least an hour a day, a break between Conference and day of 12 consecutive hours and a weekly rest period of two consecutive days.
c) are respected, at least, the parties established the labour calendar, except in the exceptional circumstances that prevent the nature of the business activities that develop the cooperative, without prejudice to their festive time compensation or remuneration.
d) The annual holidays and, at least, the holidays are paid for the purpose of determining the advance work.
e) holidays per year have a duration of 30 days.
2. the cases in which the partners work have the right to enjoy permission, its duration, its free of charge and remuneration and, where appropriate, the proportion in which they are paid. However, the statutes must respect, as a minimum, the following assumptions and durations: a) 2 hours paid during the 9 months following the part by the parent who feeds the child. Three hours a day in case of twin sons.
b) 10 calendar days paid in the event of marriage.
c) 3 calendar days paid in the case of birth or adoption of a child or death of spouse and of ancestors, descendants or relatives up to the second degree of the partner as his spouse, and 2 calendar days paid in the event of serious illness of the spouse, of ancestors, descendants or relatives up to the second degree. The partner may have a supplementary permit not rewarding that will be 5 days in the case of marriage, and 2 days in the case of birth or adoption of a child and the serious illness or death. The references made to the spouse are understood to include a member of the stable Union of a couple.
d) 1 day rewarding for transfer of normal residence.
e) for the time necessary, in the case of the fulfillment of a duty vital public and staff or to perform functions of representation in the cooperative movement, which will be rewarding.
f) 6 days or 12 half-days paid in the calendar year to attend examinations or tests relating to training related to the job. The partner may have a supplementary permit not rewarding 4 days or 8 half days in a calendar year.
g) 2 days or 4 half days not paid in the calendar year by personal issues.
3. The cases in which it is suspended the provision of work and advance in the workplace. The statutes must respect, as a minimum, the following assumptions and durations: a) During the period in which the partner is in a situation of sick leave, whether for illness or work-related accident. The term paid holiday in its entirety in the case of work-related accident, and a maximum of 4 months to 1 year in the case of illness.
b) 16 weeks for maternity or adoption leave, which will be expanded for each child in 2 weeks in the event of a multiple birth or adoption. In the case of maternity leave, the mother can start the suspension from the date of birth or during the 4 weeks immediately prior to the part, and can it replace the father from the sixth week following the birth, or the date on which it would have had to occur in the event of a premature baby. In the case of adoption, the period of suspension starts counting from the notification of the summons of preadopció or adoption, and in the case of international adoptions, from the notification of the official document from the country of origin of the adopted provisions of the adoption. The enjoyment of parents adopters can be simultaneous or successive, but always uninterrupted. This period of suspension counted for the purposes of accrual of vacation.
c) 2 weeks paternity leave for birth or adoption, you can just enjoy the father, and counted for the purposes of accrual of vacation.
of) the period in which the partner is pregnant of sick leave for risk during pregnancy, period counted for the purposes of holidays.
e) up to a maximum of three months in the event that the Member is a victim of gender-based violence, period exceptionally can be extended by judicial decision, and counted for the purposes of accrual of vacation.
f) the period in which the Member is deprived of liberty until a firm judgment of Directors, outlining, not computing for the purposes of holidays.
g) in the case of force majeure or fortuitous that disable temporarily a continuation of the activity for a period exceeding 48 hours and less than 3 months with the agreement of the Department of labour. This period is not counted for the purposes of holidays.
h) in the case of unpaid leave for care of a child, natural or adoptive, or foster care of a family member, in which a partner has the right to the cooperative of over 2 years, and which may be of a minimum duration of 3 months and a maximum of 1 year, not computing the period of absence enjoyed for the purposes of accrual of vacation.
4. The procedure and the conditions for which the foreign workers who provide their services to the cooperative, in the case of existing it, can access the condition of working partners.
5. The possibility that the organ of Directors designates the members of specific work that must cause low in the cooperative, which will in any case be considered low when, in a document required of the general Assembly and for economic, technical, organizational or production reasons or in the event of force majeure, duly justified by a report of an auditor, to maintain the viability of the cooperative business need to reduce with definitive character, the number of jobs of the cooperative or modify the rate of the professional qualifications of the group that integrates the same.
Article 13 Cooperative in Constitution, acts which can be registered and nullity of the company 1. Is applicable to cooperatives in the Constitution rules contained in law 20/2007, of 18 October, corporations and limited liability. While not a place the entry in the register, the cooperative has added to the term "Constitution".
2. Are applicable to cooperatives the rules contained in the law 20/2007, of 18 October, corporations and limited liability, on elevation of social agreements in public instrument, powers of certification and registration of the acts required in the register of companies.
3. They are also applicable to cooperatives the rules contained in the law 20/2007, of 18 October, corporations and limited liability on society and on the nullity of the company.
Chapter III. The members Article 14 people who may be partners. Classes of members 1. May be members of the cooperative of first degree the natural or legal persons, the latter when your social object and is not contrary to the cooperative principles or to the corporate purpose of the cooperative.
In the second degree cooperative can be members of the cooperative and the other legal entities under the terms provided in this law. They can also be members of these cooperatives work partners.
In the case of natural or legal persons whose nationality is not the Andorran banks, it must comply with the provisions of the law 10/2012, June 21, foreign investment in the Principality of Andorra, and if they are members of a cooperative or members of a cooperative of another class, you must have administrative permission to work in the Principality of Andorra.
The public entities can take part as members of any cooperative engaged in the provision of public services or of general interest.
2. The members of a cooperative may be: a) full members are co-operators Members of the cooperative who developed the cooperativitzada activity and have made the required input and where appropriate, voluntary social capital.
b) Working Partners: in the first degree cooperatives and in the second degree, provided that it is due to their existence and the legal system in the statutes or in the internal regime regulations of the cooperative, working partners are individuals the cooperativitzada activity of which is the provision of individual work in the cooperative.
c) partners collaborators: provided that it is due to their existence and the legal system in the statutes or in the internal regime regulations of the cooperative, collaborating partners are those who without being able to develop fully the cooperativitzada activity, can contribute to the achievement of the corporate purpose and the purposes of the cooperative. In no event shall the partners colleagues could not be overcome to cooperators or capital, or votes, or number, i can't make competition in the cooperative.
of the articles of Association) partners: surplus can foresee that the partners that they develop the activity cooperativitzada but wish to keep the corporate links with the cooperative, request move to have the consideration of partners surplus.
Article 15 admission of members the bylaws should set up with the objective requirements for acquiring the status of individual partner. The application for admission must be formulated in writing addressed to the Committee of Directors, which has to be solved within a maximum period of two months. Admission can only be denied for reasons based on the law or the articles of Association and must be motivated. The admission agreement is communicated to the rest of members through the media that have the articles of Association.
Both the admission and the refusal must be communicated in writing to the person concerned. In the case of silence, it must be understood that the request has been denied, and the applicant can choose to insist on the resolution of the same or go to the general Assembly, under the terms described below.
The agreement of denial, inclusive, to silence, it can be challenging to the applicant before the general Assembly. You can also challenge the admission agreement, at the request of the minimum number of partners that indicate the articles. In both cases the challenge is one month from the date on which it has notified to the agreement or since there is silence, for the first or subsequent time. The resource must be solved by secret ballot in the first meeting of the general Assembly, with the prior audience granted to the person concerned. Against the agreement of the Assembly you can lodge an appeal before the competent jurisdiction.
The acquisition of the status of partner is on hold until the end of the period to challenge the admission and, if this were contested, until the appeal is resolved.
Article 16 of the partner. Grading and effects 1. Those partners can cause voluntary at any time, as long as they are not incurses in a disciplinary file, by written notice to the Board of Directors. The low produces its effects when the organ of Administration receives a request, unless the articles of Association establish that low does not occur until the end of the tax year; establish a notice, that in no case can be more than three months; or establish that the partner must meet a minimum mandatory term of stay, which may not exceed five years. In these cases, the low does not produce its effects until they produce the respective deadlines, with the remaining consequences that foresaw the statutes.
2. Those members also can cause low justified. They are considered of low justified, in addition to the powers to be determined, which are the consequence of the disagreement of the partner with the agreement of the general Assembly which decides the merger of the cooperative, their transformation, modification of the corporate purpose, new contributions to compulsory social capital that affect the partner disconforme, or modification of the system of reimbursement of contributions to the share capital. In such cases, the Member present or represented at the meeting, should have voted against the agreement, stating on record their opposition, and must request to be in writing addressed to the organ of administration within the next month. The absent member must request in writing addressed to the organ of administration within the next month to have knowledge of the agreement or, where applicable, in the month following the registration of the agreement in the register of companies.
3. The administrative organ must qualify the application for termination of justified or not justified and must notify the person partner within a maximum period of two months since I received. The low take from the effects of a document date of the request. The lack of compliance by the person associate of any of the terms stipulated in paragraph 1 allows you to consider the low as justified for the purposes of the liquidation and the reimbursement of the contributions to the share capital.
4. The low has considered to be compulsory when the person partner loses the requirements to be in accordance with the law or the statutes. The low required must be agreed by the Committee of directors or at the request of any Member, even affected, hearing of the person concerned.
5. Those members also cause by reason of death.
6. The agreement of the Committee of Directors in what is resolved on the application for termination of those members, their qualifications and their effects, has to be motivated. In the event that the deny, or two months have passed since the presentation without resolution, the applicant can lodge an appeal before the general Assembly, on the deadline of one month of the notification or the silence. The resource must be solved, by secret ballot, at the first meeting held, being mandatory the prior audience granted to the person concerned. Against the agreement of the Assembly you can lodge an appeal before the competent jurisdiction.
Article 17 of the financial effects of partner 1. Those partners that cause low are entitled to a refund of your contributions to the share capital refundable, return the cooperative is depending on their activity and cooperativitzada, if any, the individual part of the voluntary reserve repartible. The payment of these contributions has been to do with effects at the close of the financial year in the course of which the partner has caused, and the amount is determined in accordance with established below.
in The compulsory contributions of the accredited value), updated if necessary, will have to deduct the eligible losses and attributable to the partner, reflected in the closing balance for the year in which there is low, whether they correspond to the year mentioned, as if you come from other previous ones that are without offset, without prejudice to any other liability foreseen in the law.
b) if the articles so provide, on the amount of the compulsory contributions of the worker, the administrative organ can practice the deductions that you agree in case of low or non-justified expulsion, which may not exceed 20% and 30% of its initial value, respectively.
The voluntary contributions are settled under the conditions indicated by the resolution of the issue or conversion.
2. The governing body of Directors, within a period of two months from the approval of the accounts for the financial year in which has caused low member, you must notify the amount to reimburse, the settlement effected deductions, practiced and will make cash refund, except that make use of the right of postponement referred to the letter a).
in the administrative body) can defer the reimbursement of the settlement within that point the articles of Association, which may not exceed five years in the event of expulsion, to three years in the case of justified and not low one year in case of low justified, to count in any case of the closing date of the financial year in which the Member was low.
b) the deferred amounts grows the legal interest rates from the date of closing of the financial year in which the Member was low.
The statutes can envisage that, when as a result of the reimbursement of shares, the share capital of the cooperative will reduce in the percentage that is set up from the minimum capital provided under the company, without being ever less than the legal minimum capital, the refund can be deferred until that percentage of the minimum capital to be restored and, in any case, for a period not exceeding the planned for each case in the present section.
If the applications for reimbursement of the contributions involve reducing the capital below the legal minimum, repayments are called off.
In the event that low occur due to death of the partner, the administrative organ may not defer the reimbursement of the settlement unless the articles of association expressly foresaw it.
Social Discipline Article 18 1. The statutes of every cooperative must establish the disciplinary procedures, including the classification of fines, penalties, deadlines, resources that are coming from and possible precautionary measures, respecting in any case the following criteria: a) offences are classified as minor, serious and very serious.
b) the faculty to impose penalties is the administrative organ indelegable competition.
c) prior to the adoption of the agreement of sanction, the organ of Administration gives necessarily audience to the person concerned or who represent. The articles of Association regulate the terms on which this should take place prior audience granted to the person concerned or of the representative, that may not be less than ten days nor more than fifteen days.
d) Against the sanctions it may present an appeal to the general Assembly, on the deadline of one month of the notification of the sanction. The maximum term for the general Assembly to solve the resource, by secret ballot, is six months from the date of the filing of the appeal.
e) The ratification of the penalty by the general Assembly can be challenged within the period of one month from the notification, by the judicial procedure to challenge social agreements of the general Assembly.
f) expulsion of the individual partner can only be agreed by a classified as a very serious by the articles, by means of a file instructed for that purpose by the Board of Directors. The agreement of expulsion is Executive since time when it notifies the ratification of the agreement by the general Assembly, or once it has finished the deadline to present the resource. For the purposes of this article are considered very serious offences, in addition to those that are available under statutory rule, as follows:-the use of social assets by a partner for private business.
-The carrying out of activities or statements which could damage the interests of the cooperative and they have public impact or cause a serious damage to the image of the cooperative or any of its members, as well as the fulfilment of social obligations that may cause a serious damage to the cooperative.
-operations in competition with the cooperative without being expressly authorized them.
-the repeated failure of the economic obligations, fraud in the contributions or other benefits due to the cooperative.
-absences Unexcused repeatedly a member of the Advisory Board at meetings duly convened.
-The prevalence of the condition of the cooperative partner for speculative activities or illicit.
-counterfeiting of documents, signatures, stamps or similar, or the use of the corporate image of the cooperative of fraudulently or misleading.
2. The offences prescribed in the head of a month, the serious prescribe two months and the prescribed very serious at the end of three months. The period of limitation starts counting from the day on which the organ of Administration is aware of the Commission of the infringement and, in any case, from the six months since it has been committed. This period is interrupted at the start of the sanctioning procedure and continues counting if, within a period of three months, did not notify the person partner the corresponding resolution.
Article 19 rights of members 1. Those members of a cooperative has the right to: a) participate in the accomplishment of the corporate purpose of the cooperative.
b) Elect the positions of the organs of the society, and was elected to occupy these positions.
c) attend the general assemblies and participate with voice and vote in the adoption of all its agreements and of other organs that integrate.
d) request and receive information about the issues that affect their economic and social interests in the terms established by the articles of Association.
e) participate in the cooperative return, if any, in accordance with the articles of Association.
f) Register, if any, reimbursement of their contribution to date in the case of low or of liquidation or transformation of the cooperative.
g) The other rights resulting from the statutory and legal norms and the resolutions validly by the bodies of the cooperative.
h) apply for and obtain voluntary.
I) Receive the appropriate education and training in cooperative principles and values, or in those subjects in which consist the cooperativitzada activity, as well as participate in the activities of mutual cooperation.
2. The rights of the partners can only be temporarily suspend, on the conditions governing the social statutes expressly, as a form of sanction or injunction in a disciplinary file. Under no circumstances can be affected the rights provided for in sections 1. d) and 1. e) regarding advance work.
Article 20 right to information people members have right to information about the issues that affect their economic and social rights, and in particular: to) receive a copy of the statutes of the cooperative, of the internal regime regulations if they exist, and to receive the notification of the modifications that you make and the resolutions of the governing bodies that affect them.
b) Examine at the registered office, in the period between the call of the general Assembly and its celebration, the documents that must be submitted to it and in particular the annual accounts, the management report and the Auditors ' report. Those members who so request in writing and have the right to receive free copy of these documents in advance of the holding of the general Assembly.
c) Examine freely the log book of the partners and request certification of the agreements reflected in the acts of the general assemblies.
d) Request in writing, prior to the holding of the general Assembly, or verbally during the course of the same, the extension of all of the information that it deems necessary in relation to the points of the order of the day. The organ of Administration cannot deny the information requested, but if its dissemination puts in serious jeopardy the interests of the cooperative, or if it has been to keep backup data in compliance with a legal obligation.
e) Request in writing and receive information about the progress of the cooperative in the terms provided for in the statutes and in particular to receive in writing the affecting their economic and social rights. In this case the organ of Administration should provide the information requested within the period of one month.
f) be notified of the agreements adopted in his absence entailing onerous obligations or severely burdens not provided for in the statutes. In these cases, the organ of Administration is required to send the notification to the person a partner within a period of fifteen days from the approval of the corresponding agreement.
Article 21 obligations of members 1. Those members of the cooperative are required to: a) participate in the activities that constitute the object of the cooperative and to carry out the activity cooperativitzada in accordance with the law, which requires the by-laws and other agreements validly adopted by the cooperative.
b) comply with the obligations that pertain to economic.
c) attend the meetings of the governing bodies to which they are invited, with the exception of the general assemblies.
d) fulfil the resolutions validly by governing bodies.
e) does not engage in activities that may compete with the social purpose of the cooperative or collaborate with who run, unless you are expressly authorized by the Board of Directors.
f) Keep secret about the issues and the data of the cooperative disclosure of which can impair the social interests.
2. Without prejudice to other types of responsibilities that are attributable, partners respond to the cooperative with their personal heritage, present or future, of the non-fulfilment or defective fulfilment of their social obligations.
Chapter IV. Social organs Article 22 bodies of the cooperative society, the Government, the Administration and the internal control of cooperatives are in charge of: a) the general Assembly.
b) the Advisory Board or the administrator only.
c) The Internal Audit Committee.
The articles of Association regulate the creation and the functioning of other organs, commissions and committees delegates of the general Assembly, for the better development of the corporate purpose.
Article 23 General Assembly. Concept and skills 1. The general Assembly of the cooperative, constituted by the partners invited validly, is the organ of expression of the will of the social. The agreements that are mandatory for all members, even the dissenters and those who have not attended the meeting that has adopted, unless by judicial decision, you have agreed to the suspension or invalidity.
2. The general Assembly may discuss and decide on any matter of the cooperative that has not been expressly attributed to another social body. In any case, your agreement is necessary in the following events: a) the examination of the social management and the approval of the annual accounts, the management report and the application of surplus available or of the imputation of the losses.
b) the election of members of the Governing Council as well as the revocation of members of the Internal Audit Committee, auditors, of the liquidators and of other organs or delegated committees of the general Assembly provided for in the articles of Association.
c) The modification of the statutes and approval or modification, if any, of the internal regime regulations of the cooperative.
d) the approval of new compulsory contributions; the admission of voluntary contributions; the update of the value of the contributions to the share capital; fixing the contributions of new members; the establishment of revenue or periodic fees, the type or the basis for determining the legal interest on money that has been paid to the contributions to the share capital; and your refund scheme.
e) the issuance of bonds, participatory titles or other forms of financing, in accordance with the commercial rules in common, as well as the admission of voluntary funding of partners.
f) the merger, split, transformation and dissolution of the cooperative.
g) the Constitution of second degree cooperative, cooperative groups or the incorporation and separation to the already constituted, as well as the participation in intercooperatius agreements.
h.) the transmission of elements of the assets that constitute more than 20% of the same, without prejudice to the competence of the organ of Administration for the execution of this agreement.
and) the exercise of the social action of liability against the members of the Governing Council or the administrator, the Audit Committee, the internal auditors and liquidators.
The competence of the general Assembly on the events that require your agreement required by virtue of a legal or statutory rule, has delegated.
Article 24 Kinds of assemblies 1. The general assemblies may be ordinary or extraordinary.
2. The ordinary general Assembly has to meet once a year, necessarily within six months from the start date of a new social exercise, in order to deal with the order of the day provided for in article 30 of law 20/2007, of 18 October, corporations and limited liability, without prejudice to be able to add other issues.
3. All other assemblies are considered extraordinary.
4. If the ordinary general Assembly is being held outside the legal time period will be valid, but the organ of Administration will respond if this is the case, any damages that may arise for the Organization and for members.
Article 25 Notice 1. The general Assembly, both ordinary and extraordinary, should be convened by the Rector or, in his case, to the administrator, or by the liquidators, by means of a communication, written, and individual members, in the manner determined in the articles of Association, with a minimum of 15 calendar days and maximum of thirty calendar days of the date of the meeting. In any case it has to publish an ad in the Office.
2. The call of the general Assembly should express clearly the issues to be dealt with, the place, the day and time of the meeting. It also should indicate, if appropriate, the date and time of meeting of the general Assembly in the second call.
3. The general Assembly is validly constituted must be understood with universal character if, being present or represented all the people members, none of them does not preclude, passing all of them the order of the day.
4. Are applicable to cooperatives the rules contained in articles 32 and 33 of the law 20/2007, of 18 October, corporations and limited liability. The references to administrators contained in these provisions are to be understood made to the Governing Council or, where appropriate, to the administrator only.
Article 26 Establishment 1. The general Assembly remains validly constituted at first notice if those members present or represented make up more than half of the votes of society. The Constitution is valid in second call, regardless of the number of votes present or represented social. Members can attend the general assembly using telematic media, provided that it has been made clear in the call, and this pick up the mechanisms to guarantee the identity of the Member and the integrity of the meaning of their vote.
2. The general Assembly shall be chaired by the person occupying the Presidency of the Governing Council or, where appropriate, by the administrator and, if there are, by the person who exercises the functions in accordance with the articles of association or, failing that, to the person that the same general Assembly choose. Corresponds to the Presidency conducted the deliberations, maintain order during the Assembly and ensure compliance with the law. Is the Secretary of the Governing Council or, failing that, the person who is elected by the general Assembly.
Article 27 the exercise of the right to vote 1. In the first degree cooperatives each partner has one vote. In the second degree, each of the associated cooperatives, if you established in the articles of Association, can exercise a number of votes proportional to the members of that group or to the activity, with a maximum of five social votes for each cooperative and without that in any case a single cooperative can hold more than half of the votes of society.
2. Those members can be represented in the general Assembly by another Member. The representation must be made in writing and especially for each general Assembly. However, those members can be represented in the general Assembly by their spouse, a member of the stable Union of a couple, ascending, descending or brother, and also by a proxy with General powers, granted by means of a public document, of administration of the patrimony of the represented. The representation is revoked. Each partner may not represent more than two absent members.
3. Legal persons and natural persons subject to legal representation must attend to the general Assembly through their legal representatives.
4. The articles of association may establish the cases in which the partner will have to abstain from voting to find themselves in conflict of interest.
Article 28 adoption of agreements
1. The general Assembly takes its decisions by simple majority of the number of votes, and present and represented. However, the resolutions relating to merger, Division, transformation, dissolution, the the, the issuance of bonds and equity securities, the requirement of compulsory contributions to the new capital, the modification of the system of reimbursement of social capital and, in general, any agreement that involves a modification of the articles of Association, require, at a minimum, the favourable vote of two-thirds of the number of votes of present social and represented , provided that this majority means at least half of the votes of the total social cooperative.
2. The liability action against the body of administration and the revocation of any social position required, if you had the order of the day of the call, the secret ballot and the most favorable of half plus one of the votes present and representatives, provided that such majority means at least one-third of the votes of the total social cooperative. If you do not had the order of the day, require the secret vote and supportive of half plus one of the vote total social.
3. The statutes can establish quorum of the general Assembly and majorities different and superior to those indicated in the previous sections, for the adoption of agreements in relation to all or some of the subjects, but not in may require unanimity.
4. The general Assembly, except when it has been with universal character, cannot adopt agreements on matters that do not appear in the order of the day, except for those relating to the call for a new general Assembly, the exercise of the liability action against the members of the Governing Council or against the administrator only, or the revocation of any social position.
5. Are applicable to cooperatives the rules contained in the law 20/2007, of 18 October, corporations and limited liability on the completion of the proceedings. References to the general meeting must be understood made in the general Assembly and the references to registered bodies of administration, the Board of Directors and administrators, have to understand made to the Governing Council or, where appropriate, to the administrator only.
Article 29 Challenge of social agreements are applicable to cooperatives the rules regulating the contestation of the agreements contained in the limited liability companies act and regulations. The references contained in them on the Board and administrators must understand referred to the general Assembly and to the members of the administrative organ, respectively.
Article 30 The Governing Council or the administrator only. Concept, competencies 1. The Governing Council is the representative body and the Government of the cooperative, manages the company and exercises, the permanent and direct control of the management of the Directorate. The Governing Council has the competence to establish the General guidelines of action, with subordination to the policy established by the general Assembly, and to carry out the rest of the acts attributed to the law and the articles of Association.
2. The Governing Council, in the terms established under the company, legally represents the cooperative in all performances in front of other people, both judicial and extrajudicial killings, including those that require decision or authorization of the general Assembly. The representation is extended to all events included in the corporate purpose.
3. In those cooperatives in six or fewer members, the general Assembly can choose from among the members a unique administrator, that can be both physical and legal person. In the latter case, the legal entity must designate a person for the exercise of the functions of the Office. The administrator only has the same functions and powers and is subject to the same limitations that the Governing Council. The post of administrator only lasts no more than five years.
4. The appointment of the members of the Governing Council, or, where appropriate, of the single administrator will be effective since the person appointed agrees and has encouraged the registration of the agreement in the register of companies in a maximum period of thirty days from the date of acceptance.
Article 31 composition of the Governing Board 1. May be members of the Governing Council members are natural or legal persons. The latter must designate a person for the exercise of the functions of his Office.
2. The articles of association must fix the composition of the Governing Council, the minimum number of members, which may not be less than three, their internal functioning rules, the period for which they are elected members and the criteria that should govern the renewal, as well as if the distribution of posts among the chosen corresponds to the general Assembly or the Governing Council.
3. the members of the Board are elected by the general Assembly among the members of the cooperative, for a period not exceeding five years, except in the case of re-election, by fixing the articles of Association.
4. the members of the Advisory Board can be dismissed at any time by resolution of the general Assembly, without having to provide proof of the concurrence of a just cause.
Article 32 The Presidency and the Secretariat of the Steering Committee 1. The Governing Council or the general Assembly should appoint at least, among the members of the Council to the person who occupies the Presidency, that will be at the same time who presides over the cooperative. The Presidency of the Union have attributed, on behalf of the Board, legal representation and presides over the meetings of the corporate bodies, in the way I set up the statutes. The exercise of this representation has been adjusting to decisions validly adopted by the Governing Council and the general Assembly.
2. The Steering Committee or the general Assembly should also appoint the person who occupies the Office, which corresponds to the wording of the minutes of the sessions of the Governing Council and of the assemblies in which exercising his Office, as well as the delivery of certifications, authorized with the signature of the president, with reference to the books and social documents. The Secretary may be chosen among the members of the Advisory Board or you can nominate for the position to a third person, not partner, provided you have the appropriate professional qualification to occupy the post.
Article 33 delegation of powers of the Governing Council
1. the Governing Council may delegate the powers that relate to ordinary business of the cooperative in one of its members or more than one, without prejudice to the possibility of conferring powers of Attorney in favor of any of the partners and third parties, as well as to revoke them.
2. In any case, the Governing Council retains the powers of: to) Fix the General guidelines of action in the management of the cooperative, subject to the general policy established by the general Assembly.
b) Control permanently and directly business management that has been delegated.
c) submitted to the general Assembly, the explanatory notes to the management, accountability and the proposed application of results.
d) Authorise the provision of guarantees or bonds in favor of other people.
Article 34 functions of the Governing Council Are the by-laws regulate the inner workings of the Governing Council, taking into account the following rules: a) the deliberations are only valid if there are assists more than half of the components. This quorum may be reinforced by the bylaws. The members of the Board may attend the meetings of this body using telematic media, provided that this possibility has been made clear in the articles of Association and pick up the mechanisms to guarantee the identity of the members and the integrity of the meaning of their vote.
b) the members of the Governing Council may grant the representation, if you do not attend, to another Member. Each Member of the Advisory Board you can only represent another. This representation must be conferred in writing and specifically for each meeting of the Governing Council.
c) The agreements are adopted by an absolute majority of the members of the Advisory Board present or represented. This quorum may be reinforced by the bylaws. The statutes can be attributed to the Presidency one vote ruling in case of a tie in the voting. The Governing Council may also make arrangements without session. In this case, the vote will be issued by post or by any means of telecommunication electronics, provided that the identity of the Member and the integrity of the sense of vote are sufficiently guaranteed.
Article 35 the ability to be a member of the administrative organ. Diet of the members 1. May be members of the Governing Council or administrators only those members of the cooperative, with full capacity to act and that are not subject to a restriction or disabling of any kind for the exercise of the trade, or find yourself in any of the following causes of incompatibility: a) The people at the service of the public administration that have entrusted functions that relate directly to the activities of the cooperative of what it is.
b) people who perform activities that involve a competition to own the cooperative, unless expressly authorized by the general Assembly.
2. The exercise of the Office of a member of the Governing Council or single administrator does not give right to any remuneration, but they must be compensated for expenses and losses caused by the exercise of the Office. The articles of association must determine the social body that has to fix the amount and the criteria for this compensation.
Article 36 Obligations and responsibility of the members of the Board of Directors the members of the Governing Council and the administrator are only subject to the obligations and liability scheme regulated in articles 49 to 52 of law 20/2007, of 18 October, corporations and limited liability for managers of these companies.
Article 37 Internal Audit Committee 1. Corresponds to the Internal Audit Committee, composed of an odd number of members elected by the general Assembly for a period of three years: to examine the progress of the cooperative, the General guidelines and the specific decisions taken by the administrative organ; warning to those on their compliance or not with the policy established by the general Assembly and the criteria of good business management; and submit to the general Assembly a report on the annual accounts and other accounting documents that have to undergo mandatory in this because, if applicable, the approved. To this end, the members of the Internal Audit Committee have the right to ask and examine, at any time, the documentation and accounting of the cooperative.
2. The membership of the Internal Audit Committee is incompatible with that of Member of the Governing Council or administrator only, or with your spouse, a member of the Union of a couple or family up to the second degree of consanguinity or affinity in the fourth.
3. The members of the Internal Audit Committee have no right to any remuneration, but they must be compensated for expenses and losses caused by the exercise of the Office. The articles of association must determine the social body that has to fix the amount and the criteria for this compensation.
4. forced unions to submit their accounts to external audit, in accordance with article 38, can provide to their articles of association that, while they keep the duty of audit, it will not be necessary to elect the members of the Internal Audit Committee.
Article 38 Auditing cooperatives have to audit their accounts in the same cases outlined in law 20/2007, of 18 October, corporations and limited liability, and matching rules. The references contained in these rules to the general meeting must be made to understand by the general Assembly. In this sense, and for the purposes of the provisions of article 72.1. c) of law 20/2007, will also be calculated as working members of the cooperative, in case of having it.
Chapter v. Financial Regime Article 39 social Capital 1. The social capital of the cooperative is composed of compulsory and voluntary contributions of those partners. Social contributions, whether they are mandatory and voluntary, can be: a) Contributions with entitlement to a refund, which give the right to refund the Member in causing low as such of the cooperative.
b) reimbursement of Contributions which in the event of termination of the partner can be rejected unconditionally by the Governing Council or the administrator only.
The required transformation of the contributions with entitlement to reimbursement on the contributions described in section) or the reverse transformation requires the agreement of the general Assembly, adopted by the majority required for the modification of the articles of Association. Disconforme partner can terminate the membership, which should be considered justified, without it being to its low processing agreed shares.
2. The Union shall be established with a minimum share capital of no less than 3,000 euros, which must be paid up until at least this amount, or 25% of the minimum capital established if represents a higher figure.
3. The share capital of the cooperative can rise indefinitely and reduced in the same way until you reach the minimum share capital or in percentage of the provisions of the statutes. In no case, however, can be reduced with respect to the legal minimum established in paragraph 2.
4. If the cooperative announces its figure of social capital to the public, it must refer it to a specific date and express, as well as paid subtract deductions on contributions to cover losses charged to members.
5. social contributions, which are the financial resources provided by partners that are integrating social capital, is credited for non-negotiable titles not negotiable, which must reflect the contributions made, the amounts disbursed and successive variations of these.
6. The contributions must be made in legal tender or, if the articles of association or the general Assembly authorize it, can consist of goods and rights assessed financially, excluding the work and services. For the case of non-cash contributions will be of application the rules of proof of its value and responsibility of aportants partners, set out in articles 18 and 19 of law 20/2007, of 18 October, corporations and limited liability.
7. Contributions to the share capital must be fully subscribed. If you are money must be disbursed, at least, 25%; the rest may be required in a member by resolution of the Board of Directors in a maximum period of five years from the time of the subscription. The non-cash contributions have to be paid up in full.
Article 40 required Contributions and voluntary social capital partners. Income or periodic fees 1. The statutes must fix the minimum social capital contribution required to become a member of the cooperative, which may be the same for all members or proportional to the commitment that the Member take on the cooperativitzada activity. Contributions to the social capital that exceed the minimum required to become a member must be considered voluntary contributions, and apply the same conditions as to these contributions, in terms of compensation and reimbursement.
2. The general Assembly, by the majority provided for in this law, can impose new mandatory contributions, noting the amount, the conditions of subscription and the time of disbursement. Voluntary contributions can be applied to the partners with compliance with this new requirement. Disconforme partner can apply for its low, which should be considered justified.
3. The minimum compulsory contribution of the new members who enter the cooperative once they contain may not exceed the value of the initial mandatory contribution and of the successive contributions of the partner of greater antiquity, updated according to foresee their compliance statutes.
4. The total amount of the contributions of each partner may not exceed one-third of the share capital in the first degree cooperatives.
5. The general Assembly can agree on the admission of voluntary contributions to the share capital, which must be disbursed within the period and the conditions that set the admission agreement.
6. If by the imputation of losses of the cooperative members, the contribution to the share capital of any of them rest below the compulsory minimum input, the organ of administration requires the partner concerned in order that makes a new contribution to reach that amount, according to these effects a disbursement period of between two months and one year.
7. The general Assembly may establish payment or periodic fees. The entrance fee may not exceed 25% of the required contribution. The fees are not included in social capital, nor are they refundable.
Article 41 Pay, update and transmit the contributions of capital 1. The articles of association must establish whether contributions to the share capital can give interest. If so, the criteria for determining the interest rate should be fixed, for the compulsory contributions, by the articles of association or by the general Assembly and, for voluntary contributions, for the admission agreement. The interest with which they remunerin the contributions may not exceed in any case of three points to the type of legal interest rates, and only paid the contribution that has been disbursed.
2. The general Assembly can agree on the updating of the balance of the cooperative, on the same terms and with the same benefits as are established for public limited companies and limited liability companies.
The general Assembly agrees to the fate of the capital gain resulting from the upgrade and can be used in one or more exercises, and in the proportion that deems appropriate, to update the value of the contributions to the share capital of the partners or the increase in the reserve fund compulsory. However, if the cooperative has losses, the capital gain is applied, first, to the compensation of the same, and the rest to suitable destinations.
3. The contributions of the people in the social capital partners can be transmitted according to the following rules: a) To acts between the living, the transmission is only possible in favour of other partners or people who acquire this quality within three months following the transfer, leaving this suspensivament subject to compliance with that requirement. In any case, it has to respect the limit provided for in article 40.4.
b) in the case of succession due to death, the contributions are understood transmitted to heirs or legatarios in the proportion in which they are. If the successor mortis due to request, comply with the conditions of entry in accordance with the law and the statutes, and made at least the minimum contribution required, acquires the status of a member. The heir or legatari may require the payment of the contribution, without deductions, if you have no interest in becoming a partner or not meets the statutory requirements to be.
Article 42 economic Exercise. Determination of the results of the exercise. Distribution of surpluses and profits and imputation of losses 1. The tax year must have a duration of twelve months, except in the cases of Constitution, extinction or fusion of the cooperative, and must coincide with the calendar year, except if the articles in have the opposite.
2. In the determination of the results of the tax year must apply accounting rules, with the following differences: to fix the net surplus of the budget year are considered spending the amount of goods delivered by the partners for the management and development of the cooperative, those who do not will be assigned a value greater than the corresponding to the market prices of these goods; the amount of labor advances of the partners, which will be charged in the period in which takes place the provision of work; the costs for the operation of the cooperative; the interests that are due to the members for the contributions to the share capital, in the pre-revolutionary and other creditors; the allocations agreed annually by the general Assembly of the Fund of Cooperative education and promotion; the amounts allocated to depreciation and any other designated by the applicable legislation.
However, the provisions in the above paragraph regarding the market value, when it is a question of consumer cooperatives and users of housing, land or those that, according to its statutes, to perform the services or supplies to its members, must be calculated as a price of the corresponding operations that you effectively have done, if not may be less than the cost of these services and supplies , including the part corresponding to the general expenses of the entity. In the agricultural cooperatives will have to apply this system for both the services and supplies that the cooperative makes to its members and that the partners carry out or delivered to the cooperative.
3. Have the consideration of extracooperatius results, and must appear in the accounting in mind aside, the results of cooperativitzades operations that are made with third parties non-members, the results from the disposal of the assets, the results obtained from other sources is not necessary for the specific purposes of the cooperative and the results derived from the participation in societies not coops , but if these operations carry out preparatory activities, complementary, ancillary or subordinate to those of the cooperative. Nor have the consideration of results extracooperatius capital gains obtained by the alienation of the assets intended for the fulfillment of the end, when the whole cooperative of these capital gains is reinverteixi in new elements of the fixed assets with identical destination, within the deadline from the year prior to the date of disposal of the item and the three subsequent years, provided that, in addition, are part of the cooperative heritage , except justified losses, up to the end of his term of repayment.
For the determination of the extracooperatius results, are allocated to the income derived from the operations referred to in the previous paragraph, the specific expenses necessary for their obtaining and the corresponding part of the general expenses of the cooperative, according to criteria of attribution is properly based.
4. The net results of the exercise, once deducted taxes, must be used to cover the losses of previous tax years, if there has been. Of the remaining results, the results extracooperatius be allocated entirely to the Mandatory reserve fund. The cooperative surplus coming from the operations of the cooperative with its partners, will have to allocate at least 10% to Cooperative education and promotion funds and 20% to the Mandatory Reserve until this reserve reaches the number of subscribed social capital at the closing date of the financial year; Once achieved the turnover of capital, this percentage shall be 10%. The rest of the surplus available can be applied to return to voluntary reserves, compulsory or cooperative, repartibles or not repartibles.
The surplus will be allocated among members in proportion to the operations, services or activities that have made each one of them to the cooperative and will be distributed among the partners, satisfying it immediately after the approval of the annual accounts of the financial year, or within the period agreed that the general Assembly meeting with ordinary character, or incorporate it into the social capital with the corresponding increase in the part of each Member. Can also be charged equally to all partners, by virtue of the principle of solidarity. Under no circumstances will be distributed in proportion to the capital contributed by the partners.
5. The articles of association must set the criteria for compensation of the loss of the economic exercise, subject to the following rules: you can agree to compensate them with charge to positive outcomes of future exercises within the deadline provided for in article 22 of the law 95/2010, of 29 December, amended by law 17/2011, from 1 December , of the income tax.
To offset these losses follow the following criteria: a) Can be allocated all of the losses to the reserve fund volunteers.
b) can also be agreed to set off up to 50% of the losses to the Mandatory reserve fund. If for the imputation of losses has been used wholly or in part the Mandatory reserve fund cannot be allocated or distributed cooperative surplus or other positive results repartibles until the Fund recover the amount prior to the imputation of the losses.
6. The amount not compensated with the funds referred to are to be allocated to members well in proportion to the operations, services or activities made by each of these with the cooperative, good at all alike, according to the criteria adopted for the application of the surplus. The losses charged to each partner have been to meet directly, within the tax year following the year in which they have produced, through tax deductions on contributions to the share capital or charged to the returns that could correspond to the partner.
Article 43 Reservations cooperatives: Mandatory Reserve Fund and Fund of Cooperative education and promotion 1. The Mandatory reserve fund cannot be distributed among the partners, and aims to consolidate, develop and ensure economically the cooperative. This is made up of the application of cooperative surpluses in the terms envisaged in article 42.4 and with all the extracooperatius and extraordinary benefits provided for in article 42.3, deductions on the mandatory contributions in the case of unjustified termination or expulsion of members, the membership fees of members set out in the articles, or by the corresponding allocation as a result of the regularization of the balance sheet.
2. The Cooperative education and promotion fund is intended for the training of the members and of the workers in the cooperative principles and techniques, business, economic and professional, in the promotion of intercooperatives relations and the promotion of cooperatives and the attention to the objectives of social issues and the fight against social exclusion. This Fund is irrepartible among the partners and is inembargable, it is with the percentages on the surplus co-operative provided for in article 42.4, with economic sanctions that via the cooperative members and impose disciplinary with the grants, donations and all kinds of help received from partners or third parties for the fulfilment of the purposes of this Fund.
The general Assembly should fix the basic lines of application of Cooperative education and promotion fund, the provisions of which shall appear in the liabilities of the balance sheet separately from other games.
Article 44 of the cooperative accounting and documentation 1. Co-ops need to bring in order and the following books:-the register of members and their social contributions.
-The book of acts of the general Assembly and the Governing Council.
-The book of inventories and balance sheets and the book everyday.
The book of acts and the accounting books should take respectively according to the law 20/2007, of 18 October, corporations and limited liability, and with the law 30/2007, of December 20, the accounting for entrepreneurs.
2. cooperatives should take an ordered and appropriate for the respective activity, in accordance with the law 20/2007, of 18 October, corporations and limited liability.
3. The cooperatives must be deposited in the register of companies are audited annual accounts, when appropriate, in accordance with that stipulated in law 20/2007, of 18 October, corporations and limited liability.
Chapter VI. Structural modifications to Article 45 Split, merger and transformation of the cooperative 1. Cooperatives can merge with each other, in accordance with the requirements and the procedure established in law 20/2007, of 18 October, corporations and limited liability. The references contained in this precept in the general meeting must be understood made in general looks like.
2. cooperatives can be split off, agreeing to its dissolution without liquidation, by the Division of their assets into two or more parts. Each of these parts has been to transfer as a block to newly created co-operatives or be absorbed by other existing already, or will be integrated with the parties now demerged companies of other cooperatives in a new creation. In the latter two cases it is cared for split-merger. Cooperatives can also be split off by the Division of one or more parts of your heritage, without dissolution, and the transfer in of the part or parts of unions in other segregated new Constitution or existing ones. In both cases you have to observe the requirements and the procedure established in law 20/2007, of 18 October, corporations and limited liability. The references contained in this precept in the general meeting must be understood made in the general Assembly.
3. cooperatives can be transformed into limited liability corporations or, by agreement of the Assembly adopted with the quorum stipulated in this law, in compliance with the requirements regulated in law 20/2007, of 18 October, corporations and limited liability and to the present paragraph. The Mandatory Reserve Fund, set up in accordance with article 42.4, should be transferred to the bottom of Cooperative education and promotion to make the delivery to the cooperative or cooperative, association or associations, which appears in the articles. In the absence of the above, the articles may provide that the Cooperative education and promotion fund will be delivered to non-profit entities that pursue aims of general interest, public or private. Without the document certifying delivery of this Fund cannot proceed to the registration of the transformation in the register of companies.
4. Those members dissatisfied with the agreement of merger, Division or transformation can request which will be considered to be justified, in accordance with the procedure provided for in article 16.
Article 46 dissolution and liquidation of the cooperative 1. Causes of dissolution of cooperatives: a) the compliance with the deadline established by the articles of Association.
b) the achievement of the corporate purpose or the impossibility of making it. It is understood that there is impossibility to carry out the corporate purpose of the cooperative if paralysed for two consecutive years its activity or of its corporate bodies.
c) the will of the partners, manifested by an agreement of the general Assembly.
d) the reduction of the number of members below the minimum legally required to constitute the co-op, if you hold for more than a year.
e) the reduction of the number of social capital below the minimum established by law or under the company, if it is kept for more than six months.
f) any other legal or statutory cause.
2. With the adoption of the agreement of dissolution of a cooperative has been opened the period of liquidation, which entails the cessation of all corporate bodies. The cooperative society dissolved retains the legal personality as it does the settlement. During this period has been added to the company name the expression "in liquidation".
3. The Assembly agreed that the dissolution of the cooperative must appoint the liquidators in odd number, preferably between the partners. If you do not do this, the members of the Governing Council will automatically acquire this condition. Are applicable to liquidators of cooperatives the rules provided by the liquidators of the companies regulated by law 20/2007, of 18 October, corporations and limited liability. The references contained in this precept in the general meeting must be understood made in general looks like.
4. The Governing Board or the administrator only has to notify the registry of the concurrence of any of the causes of dissolution mentioned in sections 1. d) and 1. e), to the effects that extend a side note of registration in which it is expressed that the cooperative other dissolved. In the case of paragraph (1). to), this note should be extended ex officio the registration of societies.
At the same time and in the case of sections 1. b) and 1. f), the Governing Council or the unique administrator must convene, within two months of the time when you know the cause of dissolution, a general Assembly to adopt the agreement of dissolution or, if necessary, appropriate measures to prevent the dissolution.
In the event that the general Assembly did not adopt any agreement, the Governing Council or the administrator only must urge the judicial dissolution of the cooperative within a period of three months, accountants from the date you met, or was planning to meet, or would have had to meet, by the general Assembly. In this case you can also urge the judicial dissolution any interested party. In any case, the Mayor can be attributed to the cooperative a maximum period of six months to regularize the situation. The demand for dissolution of the cooperative must go against the cooperative.
The members of the Governing Council or the unique administrator, if you do not comply with the obligations provided for in the previous paragraph, respond severally and with the cooperative of cooperative debts following the concurrence of the cause of dissolution.
5. The agreement of dissolution of a cooperative will have to register in the register of societies and must be published in the official bulletin of the Principality of Andorra. The agreement posted should include the appointment of the liquidator or liquidators of the company.
Article 47 operations of settlement and adjudication of having social 1. The liquidators made settlement operations necessary for the orderly termination of the cooperative society. These operations include the liquidation of assets, claim and perception of outstanding credits, and the liquidation of the liabilities.
Once completed the operations of liquidation, the liquidators have a final balance of payment, with a report on the operations carried out and a proposal of adjudication of having social, because the general Assembly approval.
Fully satisfied the social debts and entered the unexpired credits, the adjudication of the social effects of having as follows: a) first, the Cooperative education and promotion fund will put at the disposal of the cooperative or cooperative, association or associations, which appear in the articles. In the absence of the above, the articles may provide that the Cooperative education and promotion fund will be delivered to non-profit entities that pursue aims of general interest, public or private.
b) Thereon, is refunded to their contributions to the share capital, updated when appropriate and once paid or deducted the benefits or losses corresponding to previous years. The refund begins by the partners that, having caused low as such and being holders of contributions to the share capital of the regulated in article fee fixing. b), the refund was rejected by the administrative body. Have a preference for the purposes of reimbursement, the voluntary contributions with respect to the subjects.
c) then it pays to the reserve fund volunteers who have repartible character.
d) Finally, having excess fluid, if it exists, it is placed at the disposal of the bodies, public or private, non-profit organization, anticipating the statutes.
2. Once the above transactions were carried out, the people have liquidadores to grant public deed of termination, in accordance with provisions in articles 98 and 99 of the law 20/2007, of 18 October, corporations and limited liability.
Chapter VII. Cooperation between cooperatives Article 48 Cooperative Associations cooperatives can be grouped together by cooperatives in second grade. Also be associated to the defense of their specific interests and constitute a partnership. Likewise they can formalize agreements, among themselves or with other individuals or legal entities, public or private, for the better fulfilment of its corporate purpose and for the defence of their interests.
Chapter VIII. Infractions and sanctions Article 49 Infringements 1. Are violations of the cooperatives: a) do not raise to public acts or decisions which the law establishes as obligatory.
b) does not agree to the dissolution of the cooperative when a situation where any of the reasons set out in article 46.1.
c) Make or acquire its own contributions to the share capital, with total independence of what these have mandatory or voluntary.
d) Grant financial assistance planned for breaking the limitations, limited liability companies, in article 23.6 of the law 20/2007, of 18 October, corporations and limited liability. In this sense, the references to the participations must understand compulsory voluntary contributions made as both.
e) Keep actions or reciprocal shareholdings or circular in those corporations or limited liability subsidiaries, in contravention of the provisions and limitations set out in article 24 of law 20/2007, of 18 October, corporations and limited liability.
f) Reported their number of capital stock to the public in a manner contrary to the established in the article 39.4.
g) proceed to the cooperative return in contravention of the prohibitions provided for in the law or in statutes.
h) not to publish the resolutions relating to the operations provided for in article 45.
and the agreements with the plaintiff person) refers to article 53.
2. Are violations of the members of the Advisory Board or the administrator only: to) does not convene the general Assembly or, in your case, the Governing Council, when there is a legal obligation or in the statutes and the administrative body has previously been required. You will not need the previous requirement when a situation where because of dissolution.
b) Contravening the duties referred to in article 36 when will cause economic damage assessable in the cooperative, the members or the social creditors, without prejudice to the application of the liability regime provided in the mentioned article.
c) Perform or omit performances with the purpose to prevent or seriously hinder the exercise of the action of refutation of the agreements of the general Assembly.
of the merger or Not) of split, as appropriate, or that this project does not include in detailed form all the legal and economic elements relevant to carry it out, or that compliance with the above conditions, it is not put at the disposal of the partners, along with the rest of the documentation required for these types of operations.
e) does not urge the judicial dissolution of the cooperative, in the cases provided for in article 46.4.
f) did not submit the documentation to update the information registered in the register of companies required by law.
g) Be responsible, acting serious fault or negligence, for any infringements of the cooperative provided for in paragraph 1.
3. Are violations of other subjects: a) carried out by the person interposed to which refers article 53.
b) made by the permanent representative of the branch, about non-enrolled in the registry of companies later modifications of the data provided for in article 5.3 of the law 20/2007, of October 18, corporations and limited liability. In this sense, the references to the foreign companies have to understand made to cooperatives abroad.
Article 50 Subject responsible for 1. The offences committed by the unions responsible for the payment of the penalties provided for in the law.
2. The offences committed by members of the Governing Council are jointly responsible for the payment of the penalties provided for in the law, with the exception of those members who try that, not having been involved in the violation, in masking the existence or, knowing it, have done everything possible to avoid it. In no case does not accept responsibility for the fact that the Act or the agreement contrary to the standard has been adopted, approved or ratified by the general Assembly.
3. The offences established by the members of the Board or by the administrator only can make the liquidators in the case of cooperatives in settlement and, in one such case, the application is provided for in paragraph 2.
4. We also are responsible for solidarity with the members of the Governing Council or the administrator only, in the terms provided for in paragraph 2, those who are administrators in fact.
5. The infringements to the provisions of this law will be sanctioned administratively, without prejudice to the civil or criminal liability that may arise from the same actions or omissions.
6. You cannot punish for the administrative facts that have already been punished criminally, if there is a coincidence of the subject, fact and unfounded.
Article 51 prescription of infringements 1. Prescribed offences within a period of 3 years from the date on which the termination is the action or omission punishable.
2. The offences set out in sections 2. f) and 3. b) of article 49 begin the period of prescription to the date on which the registry of societies has knowledge.
3. The opening of disciplinary proceedings suspends the period of limitation.
Article 52 Penalties 1. The sanction applicable to the offences established in article 49 is fine from 1,000 to 30,000 euros.
2. By exception to paragraph 1, the offences provided for in sections 1. c), 1. e), and 3. a) of article 49 will be penalize with a fine of no less than the value of the contribution, or, in the case of the offence provided for in the paragraph 1. e), the nominal value of the participation, held in violation of the law.
3. An infringement cannot entail, in any event, a benefit for the offender. If the amount of the penalty resulting from the application of the previous sections is less than the resulting benefit to the offender, increases the amount of the penalty to the amount of profit illicitly obtained.
Article 53 Person interposed 1. Is null any agreement between a cooperative and another person through which this person forces you or consolidating to carry out, on their own behalf but on behalf of the cooperative, some of the operations, in accordance with sections 1. c), 1.) and 1. e) of article 49, are prohibited in the cooperative.
2. Business carried out by the person interposed, when its realization is not prohibited in the cooperative are subject to the provisions of this law.
Article 54 graduation Criteria of sanctions in order to determine the amount of the sanctions following graduation criteria are taken into account: a) the amount of the benefit obtained.
b) The prejudice caused to the cooperative, its members or third parties.
c) the degree of intentionality.
of The general behaviour of the subject) responsible in relation to the strict compliance with the regulations in the area of cooperatives.
e The recommendations or requirements) non-warnings from the Ministry responsible for cooperatives.
f) recidivism. Recidivism shall be understood as the Commission for the same subject responsible for at least one offence sanctioned by a firm resolution and committed within the last 24 months.
Article 55 prescribing sanctions sanctions prescribed within a period of 3 years from the date of notification of the decision to impose sanctions on firm.
Article 56 sanctioning Transcript 1. The Ministry is competent for Societies registration steps and solve the sanctioning. The Minister appoints the instructor of each disciplinary record among the technicians assigned to his Ministry.
2. The verification by the Ministry of the register of Companies of an infringement involves the opening of the corresponding sanctions in accordance with the code of the Administration, the Decree sanctioning procedure regulatory and complementary provisions.
3. Is given in the acts of the technicians of the Ministry responsible for the presumption of accuracy, unless proof to the contrary.
4. Against the decision issued by the Minister of the Record companies can lodge an appeal in accordance with the provisions of the code of the Administration and other regulations that apply.
As an exception to the additional provision stipulated in article 4.2 of this law, will be able to keep the word "cooperative" in their company name limited liability companies act and those that have registered in the registry of societies, in date prior to its publication in the official bulletin of the General Council of this law.
First final provision modifies the first additional provision of law 20/2007, of 18 October, corporations and limited liability, with the following wording:
"The companies that enter into force this law are not established or does not constitute as corporations or limited liability and have to the production or the exchange of goods or services in the market are considered collective societies and are governed by the provisions of the regulation of commercial companies, approved by the General Council in the session of 19 May 1983. All its members respond severally and indefinitely the fulfillment of social debts for subsidiary with respect to society. Co-operatives are exempt pursuant to the provisions of the law on cooperatives of Andorra, which is governed by the legal policy indicated. "
Second final provision is added a new article 24 ter to law 95/2010, of 29 December, amended by law 17/2011, from 1 December, on the tax on companies.
' Article 24 ter. Special scheme for cooperatives in the case of cooperatives, are considered deductible expenses for the purposes of determining the base of taxation, in addition to those that determines this law for legal persons, the following: a) the amount of the goods delivered by the partners for the management and development of the cooperative, valued at market price. Only when you can not determine the market price will be calculated as the price of the corresponding operations that by which it has been effectively, if not to be lower than the cost, in which case the latter will be applied.
b) the amount of labour advances work partners.
c) Are interests that are due to the members for the contributions to the share capital, in the pre-revolutionary and other creditors.
d) the allocations agreed annually by the general Assembly of the Fund of Cooperative education and promotion. "
Third final provision the rules applicable to public limited companies and limited liability companies in accordance with the legal order of the Principality, it will be equally cooperative societies, with extra character, as long as they do not contravene the provisions of the present law.
In the event of different regulation between the corporations and limited liability, shall apply to co-operatives that affecting the latter.
The fourth final provision expressly empowers the Government because within a period of two months from the entry into force of this law approved the necessary modifications of the regulation of commercial companies in force to make it in accordance with this law and the regulations necessary for the implementation of this law.
Fifth final provision this law shall enter into force thirty days to be published in the official bulletin of the Principality of Andorra.
Casa de la Vall, 15 January 2015 Vicenç Mateu Zamora Syndic General Us the co-princes the sancionem and promulguem and let's get the publication in the official bulletin of the Principality of Andorra.
François Hollande Joan Enric Vives Sicília and President of the French Republic and the Bishop of Urgell Co-prince of Andorra Co-prince of Andorra
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