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See the copyright notice Conditions of use .
In accordance with the decision of the Parliament:
This law shall apply to cooperatives registered under Finnish law, unless otherwise provided in this or other law.
The cooperative is a separate legal entity from its members, which shall be generated by registration.
Members and other owners of shares and shares are not personally responsible for the cooperative's obligations. However, the rules may provide for a member's obligation to take a number of shares and shares, as provided for in Chapter 9, and on the obligation on the part of the member and the owner to make additional payments to the cooperative and the member Additional payment obligations as provided for in Chapters 13 and 14.
The number of members of the cooperative, the number of shares and the share capital are variable.
In addition to the share capital, the cooperative may have share capital and shares.
The funds of the cooperative can only be distributed as provided for in this Act.
Members may not be transferred to another unless the rules provide otherwise.
The transferee shall only have the same entitlement to the cooperative's assets as a proportion of the transferor at the end of their membership or in the event of termination, unless the cooperative accepts the transferor as a member or the owner or the rules Order otherwise.
The stock may, without restriction, be surrendered and acquired unless the rules provide otherwise.
The purpose of the cooperative activity shall be to support the economic activities of the members of the cooperative, in such a way as to enable members to take advantage of the services provided by the cooperative or the services provided by the cooperative By means of his or her subsidiary or otherwise. The purpose of the action may be laid down differently.
Members shall exercise their powers at the meeting of the cooperative. Decisions shall be taken by a majority of the votes cast, unless otherwise provided for in this Act. The rules may stipulate that the members' decision-making powers shall be exercised by a representative.
All members shall enjoy equal rights in the cooperative unless otherwise provided in this Act or in the statutes. All shares and shares shall confer equal rights on the cooperative unless otherwise provided for in this Act. The cooperative meeting, the representative, the board of directors, the managing director or the Board of Directors may not take a decision or take any other measure which is likely to produce a member or any other unjustified interest in the cooperative or another member or part thereof. Or at the expense of the owner.
The cooperative's management must carefully promote the interests of the cooperative.
Members may lay down rules on the activities of the cooperative. It is not possible to take a rule which is contrary to this law or any other provision of the law.
In order to establish a cooperative, a written Treaty shall be drawn up and signed by all members. In addition, if shares or shares are given to non-members, the Treaty shall also be signed by the subscribers of such units and shares.
The signature of the Treaty means a number of shares in the Treaty. The marking shall not be withdrawn after all units are marked, unless otherwise agreed. The same applies to the marking and marking of shares.
The term of office of the members and auditors shall start from the signing of the Treaty.
The Treaty shall always include:
1) the date of the contract;
(2) all the founding members and the respective shares;
3) the amount to be paid to the cooperative ( Labelling price );
(4) the payment period; and
5) members of the cooperative government.
The Treaty shall be taken or accompanied by the rules referred to in Article 3. The order shall be laid down in the Treaty or in the rules.
The Treaty shall include the managing director of the cooperative, the members of the Management Board, the auditors and the auditors, if there is such a body in the cooperative. In addition, the shares and their subscribers shall be included in the information referred to in paragraph 1 in the case of shares. The Treaty may designate the Board of Directors and the Chairman of the Board of Directors.
The code shall always include the cooperative:
(1) the trade name;
(2) the municipality of Finland as a home; and
3) sector.
If the cooperative intends to use its activities as two or more languages, each denomination shall be indicated in the rules.
The amendment of the rules is laid down in Chapter 5.
A regulation of the Ministry of Justice may provide for a cooperative model.
The subscription price shall be entered in the share capital if it is not provided for in the Treaty or in the rules, in part, in the equity fund or in the accounting law (136/1997) Otherwise specified.
The subscription price of a share shall be entered in the share capital, unless it is provided for in the Treaty or in the Statute, as otherwise provided for in the equity fund or in the accounting law.
The cooperative shall not dispose of its subscription price. If the cooperative is declared bankrupt, it will fall into bankruptcy.
Unless otherwise provided for in the Treaty, the entry price may be offset by the participation of the cooperative only with the agreement of the cooperative's government.
The subscription price for the share and share shall be paid to the cooperative within the time limit laid down in one or more instalments as laid down in the Treaty.
The subscription price to be paid in respect of a share shall be paid into an account of a branch or foreign credit institution which is eligible for the receipt of a cooperative deposit bank or deposit by a foreign credit institution in Finland.
If the subscription price is paid in whole or in part by other assets ( Apporttie ), the property must at the time of delivery have at least the corresponding financial value for the cooperative. A commitment to perform a job or service cannot be an apportionment.
The payment of an apportionment shall be laid down in the Treaty. In addition, the Treaty shall contain a statement identifying the apportionment assets and the fee to be paid, as well as a description of the factors affecting the valuation of the assets and the valuation of assets. If the provisions of this paragraph have not been complied with, the meaner shall have the obligation to show that the property had an equivalent economic value for the cooperative. The missing amount must be paid to the cooperative in the money.
If the price of the subscription is paid under the same conditions that the cooperative acquires assets for consideration, the purchase shall be subject to the payment of the payment by the apports.
The Board of Directors may determine the entitlement to a share or a share of the shares referred to in Article 1 (1) or (2) of Chapter 9, if the subscription price plus interest on late payment has not been paid out, and the government has not given the sign More payment time. In this case, the Board of Directors may issue the right of labelling to another person.
Any person whose entitlement to a share has been lost pursuant to paragraph 1 shall be obliged to pay the cooperative, in addition to the possible collection costs, as compensation for a tenth share of the subscription price.
The cooperative shall be notified to be registered within three months of the date of signature of the Treaty or the establishment of the cooperative shall lapse. Details of registration are provided for in the trade register (129/1979) .
Share and share capital are not registered. Shares and share capital are registered. Only shares which have been fully paid may indicate registration.
A cooperative can be registered when the registry authority has been submitted:
(1) a declaration by members of the Board of Directors and the Executive Director that the establishment of the cooperative has been followed by the provisions of this law; and
(2) in the case of registered shares and share capital, a certificate issued by a cooperative auditor that the provisions of this law concerning the payment of shares have been complied with; if, according to the law or by the rules, there is no obligation to choose an auditor, The payment of the shares shall be provided by other explanations.
In addition, if the share has been paid in the form of an apportionment, the registration declaration shall always be accompanied by an auditor's opinion on the report referred to in Article 6 (2) and whether or not the property was at least equivalent to the economic value of the contribution to the cooperative.
The cooperative is born with registration. Obligations resulting from the award of the Treaty after the signature of the Treaty or by the Treaty, not more than one year before the signature of the Treaty, shall be transferred to the cooperative.
A member of the cooperative and the subscriber of the share and share shall not, after registration, be able to rely on the condition that the condition relating to the establishment has not been fulfilled.
Before being registered, the cooperative cannot acquire rights or enter into commitments or be a party to a court or other authority.
On behalf of the cooperative, before it was registered, the action was jointly and severally liable. In the cases referred to in Article 9 (1), the liability shall be transferred to the cooperative when the cooperative is registered.
The Board of Directors and the Executive Director may, without a personal responsibility, exercise the right to speak in matters relating to the establishment of the cooperative and to take measures to obtain payment of contributions and shares.
If the cooperative partner of the cooperative knew that the cooperative was not registered, he or she may, unless otherwise agreed, waive the contract with the cooperative if the registration was not made within the time-limit laid down in Article 8 (1). Or if the registration is refused. If the contractor did not know that the cooperative was not registered, he would be able to withdraw from the contract until the cooperative was registered.
The establishment of a cooperative shall lapse unless the cooperative has been notified within the time limit laid down in Article 8 (1) or if registration is refused.
If the establishment is not established, the Board of Directors and the Executive Director shall be jointly and severally liable for the return of the shares and the amount paid out of the shares and the shares. The amount to be returned may reduce the normal costs of the measures referred to in Article 10 (3).
Applications for membership of the cooperative are requested in writing from the Government. The Board of Directors shall decide on the application or decide on the approval procedure and the conditions of approval. The rules may stipulate that a meeting of the cooperative or a management board shall be decided by the cooperative.
The statutes of the cooperative may provide for the right to become a member.
Membership of the cooperative begins when the application has been accepted, unless the rules provide otherwise.
If the transferee is accepted as a member in accordance with this paragraph, he shall have the financial interests and obligations arising from the law and rules which the transferor would have had if his/her membership had continued. The transferee shall apply for membership of the cooperative within six months of the harvest or, if the recovery is based on the distribution or purchase of a deceased member, within one year of the date of death. The rules may provide for another time limit. This paragraph shall also apply to the transferee who is a member of the cooperative unless the rules provide otherwise.
The obligation to take part and share is laid down in Chapter 9. Chapters 2 and 4 are laid down in Chapters 2 and 4 and the list of members is laid down in Chapter 4.
The member shall have the right to withdraw from the cooperative by informing the cooperative in writing as provided for in Article 10 (1) of Chapter 26. The rules may also provide for any other way in which the cooperative is deemed to have received the notice of resignation, and the Board may also appoint someone to receive the notice of resignation.
The rules may stipulate that a Member may not be divorced from the date of accession. This period may not exceed three years.
The additional right of withdrawal of a Member shall be governed by Article 35 of Chapter 5.
A member may be expelled from the cooperative if he has failed to fulfil his obligations as a member. The rules may also provide for other grounds for dismissal.
A Member shall be informed in writing of the grounds of dismissal and of the cooperative body of the decision making the decision at least one month before the decision to dismiss. The notification shall be sent to the member listed in the list or otherwise known to the co-operative.
The separation is decided by the Board of Directors or by the cooperative body which, according to the rules, decides to take a member. The rules may stipulate that the dismissal of a member may be decided by another body of the cooperative rather than a member.
If a Member is separated other than by a decision of the Cooperative Assembly, he shall have the right to request a referral to the Cooperative Assembly. The written request for a transfer shall be notified to the cooperative as provided for in Article 10 (1) of Chapter 26, within one month of the notification of the expulsion decision to the dismissed member list or otherwise of the cooperative To the known address. The cooperative body of the decision-making body has the right, on its own initiative, to refer the matter to the cooperative meeting.
The dismissed can criticise the decision to dismiss the Cooperative Assembly before the Court. However, the decision of the expulsion decision shall be passed on to arbitrators if the statutes of the cooperative provide for the settlement of disputes between the cooperative and the member within the meaning of Article 3 of Chapter 26. The application shall be governed by Articles 1 and 2 of Chapter 24.
If, in the judgment of the Court of Justice or in the decision of the arbitral tribunal, the decision to dismiss the Cooperative Assembly is invalid, the illegitimacy of the cooperative shall be entitled to compensation for the members' interests which have been lost.
A member has resigned from the cooperative when the cooperative has received the declaration of resignation, unless the right of withdrawal has been suspended in the rules as provided for in Article 2 (2).
A member has been dismissed from the cooperative when the cooperative meeting has decided to dismiss. If the other body of the cooperative has decided to separate, and the suspension has not been required to refer the matter to the Cooperative Assembly, it shall enter into force after one month after the date of notification of the decision to dismiss the difference.
The rules may stipulate that the right of membership to the surplus and other resources of the cooperative and the right to exploit the cooperative's services will continue despite the cessation of membership until the return to the former member has been restored.
At the end of the membership, the right to a share shall also be terminated and the proportion shall be returned as provided for in Chapter 17, unless the rules provide that the proportion may also be owned by a member. The reduction of the share capital is laid down in Chapter 18 and for the acquisition and redemption of own shares in Chapter 19.
The rightholders of a dead member shall be entitled, together, to exercise the right of deceased person in the cooperative for one year from the day of death or until such time as the rightholder has become a member of the cooperative, unless the rules provide otherwise. Rightholders can only exercise the right through a single representative.
All shares in the cooperative have equal rights. The rules may stipulate that the cooperative has or may have different interests in its rights or obligations. In this case, the rules shall reflect the differences between the units.
All shares will produce equal rights in the cooperative. However, the rules may stipulate that a cooperative has or may have shares with different rights or obligations. In this case, the rules shall reflect the differences between the shares.
The rules may lay down the conditions and procedures for converting units and shares into a different species ( Conversion clause ). The conversion of the shares shall be promptly reported to be registered. The conversion shall enter into force once the notification is registered.
The owner of the department shall have the right to terminate its contribution other than those referred to in Article 1 (1) and (2) of Chapter 9. The rules may provide for a period of notice. By the way, the notice of resignation and the end of the holding shall be governed by the provisions of Chapter 3, Sections 2 and 4 of Chapter 3.
The distinction between a Member is laid down in Chapter 3, the return on the basis of the termination of membership is laid down in Chapter 17, the reduction of the share capital is laid down in Chapter 18 and the acquisition and redemption of own shares are laid down in Chapter 19.
The beneficiary of a share or share shall not have the right to exercise the rights belonging to the owner of a share or share before being registered as a member of the list of members and owners or as the new owner of the share or share or is Informed the cooperative and provided a reliable explanation for it. This does not, however, apply to a share or a share-based entitlement which is used by the presentation or disclosure of a cooperative book, a book of shares, a ticket or another special certificate issued by the cooperative. Section 2 of Chapter 15 applies to the share of the value.
If a number or share is owned jointly by several, they may use the rights of the share or share of the shares in the cooperative only through the joint representative.
The share and share that belongs to the cooperative does not confer rights on the cooperative.
The share and share do not produce the right to vote in a cooperative meeting.
However, the rules may provide that the number of votes in all or in some of the cooperative's meetings shall be calculated on the basis of the ownership of shares and shares, as provided for in Section 13 of Chapter 5. For each cooperative, the order may concern all or part of the shares or shares of the cooperative.
Support for the decision of the Cooperative Assembly in certain areas shall be governed by Article 32 (2) of Chapter 5. In addition, the rules may stipulate that a decision in another cooperative case will also require the approval of shares or holders of shares. The order may cover all or part of the shares or shares in the case of each cooperative meeting.
On the creation of a share and share of shares and shares in share capital or share capital ( Accounting countervalue ) Article 4 of Chapter 2 and Article 7 of Chapter 9. The counter-value of the book may be different for different sections and shares.
The rules may provide for the share of the cooperative shares and the nominal value of the shares.
If the shares of the cooperative have a nominal value ( Contribution fee ), the share of the share capital shall be at least equal to the nominal amount to be paid for each share. Similarly, when new shares are given, the share capital shall be increased from the amount to be paid per share, at least by the amount of the nominal value.
Where the shares in the cooperative have a nominal value, when the cooperative is established, the share capital shall be marked for each share given at least the nominal amount. Similarly, when new shares are given in the form of shares or on the basis of options, share capital must be increased by the amount of at least the nominal value of the shares to be issued. The share capital shall not be reduced in such a way that it is less than the nominal value of the shares.
Extradition and acquisition by way of derogation from Article 4 of Chapter 1 may be permitted.
The rules may restrict the right to release and acquire a share only in accordance with Articles 6 and 7.
The rules may provide that the shareholder, the cooperative or any other person shall be entitled to redeem the shareholder other than the share of the co-operative. The redemption clause shall provide for the rights of redemption and the extent to which the mutual privilege of redemption is determined.
Save as otherwise provided in the rules, the redemption shall comply with the following:
(1) the right to redemption applies to all kinds of recoveries;
(2) the shares covered by the same harvest must all be redeemed;
(3) the redemption price is the fair price of the share in which, in the absence of any other explanation, the price agreed in the provision for consideration is deemed to have been agreed;
(4) the government shall notify the transfer of a share to the person who has the right to redeem the share, in writing or as an invitation to a cooperative meeting within one month of the notification to the government of the transfer of the share;
(5) the redemption requirement shall be submitted to the cooperative or the co-operative, within two months of the notification to the Government of the transfer of the share; and
(6) the redemption price shall be carried out within one month of the end of the period referred to in paragraph 5, or, where the redemption price is not fixed, the fixing of the redemption price.
The periods referred to in paragraph 2 (4) to (6) shall not be extended.
Before finding out whether the right of redemption is used, as the stock has been transferred, there is no entitlement to the share of the shares other than the right to a share in the distribution of funds and the privilege of obtaining a share. The rights and obligations arising from access shall be passed on to the person exercising his right to claim.
The cooperative can claim the share only with distributable assets. Article 10 (2) of Chapter 19 shall apply to the decision on redemption.
The rules may stipulate that the cooperative's consent is required for the acquisition of a share. However, this provision does not apply to a share acquired in the event of a sale or a bankruptcy.
The administration shall be decided upon by the Board of Directors, unless the rules provide otherwise. Regulations may be subject to the conditions for granting consent. Where multiple shares have been acquired, the issue of consent shall be resolved in the same way, unless otherwise specified in the rules.
If, within two months of the arrival of the application, the applicant has not been informed in writing of the agreement on the agreement, the consent shall be deemed to have been given.
Prior to granting consent, the transferee does not have any other right under the share of the shares other than the right for the distribution of the assets and the privilege of obtaining it. In the absence of the consent of the cooperative, the share obtained under the privilege is not such a better right.
The Board of Directors may issue a share of the cooperative stock if the rules provide that the transferor has the right to acquire ownership and the shares are not connected to the book-entry system. However, the Cooperative Book shall not be issued until the provisions of the Code are registered and the subscription price has been fully paid. The Cooperative Book shall be issued only to the owner of the share listed in the list of members and holdings.
The Board of Directors may issue shares in shares in the cooperative if the shares are not connected to the value-share system. However, the file shall not be issued until the cooperative and the share of the shares are registered. The stock book may be issued only to a shareholder subscribed to the list of shares.
When the conditions under paragraphs 1 and 2 are met, the Board of Directors shall, at the request of the owner of the share or share, be required to issue a share book or share book. In addition, the Board of Directors shall, upon request, provide for the reimbursement of the costs of the cooperative against the sharing of books and share books, or the combination of books and share books, or any other replacement if the question is of equal shares or shares.
A book and a book of shares may only be issued to a designated person.
The Cooperative Book and the share book shall contain:
(1) the trade name of the cooperative and the company and community symbol;
(2) the order numbers of the units or shares, the number of units or shares, the serial number of the book or share book and the name of the share or share owner;
(3) the type of shares or shares in the case where a cooperative book or a share book may have different shares or shares; and
(4) an indication of the obligation to take several contributions under Article 2 (2) of Chapter 1, to make additional payments to the cooperative and to the additional payment obligation of the member, in accordance with Article 1 (3) of this Chapter, in accordance with Articles 5 to 7; The redemption clause, the consent clause and the other part of the supply or acquisition restriction, as well as the conditions for obtaining or redeeming in accordance with Chapter 19, Section 10, if any of these are in the rules.
The book and the share book shall be dated and signed by the government or government authorised by the government. The signature may be printed or otherwise made in a comparable way.
The entry book and the share book shall be marked without delay in the case of:
(1) the share or share shall be cancelled;
(2) resources are distributed or shares or shares are issued against the presentation of a cooperative book or share book; or
3) The certificate referred to in Article 11 (2) shall be issued against the presentation of a cooperative book or share book.
If the Cooperative Book is issued instead of the book of death, it should be mentioned in the book. The same applies to the stock book.
Before the co-operative or share book is issued, the cooperative may issue a certificate relating to the right to one or more shares or shares and which contains a condition for the issuing of a book or share book only against the return of the certificate ( Provisional certificate ). The certificate shall be imprinted on request for a share or a share of the payments made on the shares. By the way, the certificate shall be subject to the provisions of Article 9 concerning the cooperative book and the share book.
The cooperative may issue a certificate on the allocation of new units or shares ( Confirmation of the share or share ) Or the right of option ( Optic certificate ) Or any other attestation of equivalent law which contains a condition for the exercise of the right only to return the certificate. The certificate shall include the terms or conditions for the use of units or shares or other rights. The signature of the Certificate shall apply, as provided for in Article 9 (3), for the signature of the co-operative and of the share book.
The allocation of shares or shares or the distribution of funds may also be effected through the use of the share books and the share-books. The use of tickets shall not give evidence of the right to subscribe to new shares or to subscribe to share-certificates.
If the cooperative book, the share book, the Interim Certificate or the certificate referred to in Article 11 (2), are released or pledged, the amount of the debt Articles 13, 14 and 22 of the 622/1947 Provides for the designated person or the bearer bonds issued by him. The holder of a book, a book of shares or a temporary certificate, which, according to the entry by the cooperative document, is a member or a member of a list of shares or shares listed in the list of members and owners, shall be treated as: According to Article 13 (2) of the promissory note, the right to be paid by the promissory note is required. For the certificate referred to in Article 11 (2) of this Chapter, which is not assigned to a designated person, the provisions of Articles 13, 14 and 22 of the promissory note shall apply to bearer bonds.
The provisions of Articles 13, 14 and 22 of the promissory note shall be subject to the provisions of Articles 13, 14 and 22 of the promissory note, after the decision to issue new shares or shares has been adopted. However, if the certificate was obtained in conjunction with a cooperative book or a book of shares, the recipient has no better right to do so than the book of shares or the book of shares. Article 14 shall not apply where the certificate of interest has been renounced separately from the cooperative or share book before the decision to issue shares or shares has been made.
The certificate shall be subject to the provisions of Articles 24 and 25 of the Act on dividends.
Where, under this law, the cooperative or share book is imprinted, the cooperative may refuse a share or a share-based entitlement to receive funds from the cooperative and the acquisition of shares and shares until such time as the cooperative book or share book is: For the purpose of marking. The cooperative may also proceed in this way if the cooperative book or share book is to be exchanged for the purpose of the conversion of the share or share referred to in Article 1 (3).
The Board of Directors must keep an alphabetical list of members of the cooperative ( Member list ). Where non-members own shares and shares, such owners shall be entered on a list ( List of members and owners ). That list shall include the name, address and date of accession of the member and the owner of the share and of the share of the share and the number of shares and shares of the shares and shares. The list shall also reflect any other differences in the rights and obligations of equity and shares. In addition, if a share or a share is not issued for a share or a share book, a significant share or other entitlement to the share or share which has been declared to the cooperative shall be recorded.
A list shall be kept of the former members of the cooperative until the cooperative has returned the proportion as provided for in Chapter 17. Where the rules provide for an additional payment obligation in accordance with Chapter 14, a former member may be removed from the list once his supplementary payment obligation has expired. The list may be included in the list of members and owners or may be held in another reliable manner. That list shall include, in addition to the information mentioned in paragraph 1, the date of the end of the membership.
The lists shall be drawn up without delay after the establishment of the cooperative. These lists must be kept in a reliable manner.
The claim notified to the cooperative of the beneficiary of the share and of the share of the shares, as well as the change notified to the cooperative on the list of members and owners, shall be entered in the list without delay. Prior to the entry, a reliable statement shall be submitted for the provision of a financial transaction tax. The marking must be dated. Where the consent or the acquisition is required by the cooperative, the consent of the cooperative or the holder is subject to the right of redemption referred to in Article 6 or if the acquisition of a share is subject to the consent of Article 7, the marking Shall not, however, be carried out until it has become clear that consent has been given or that the right to redemption has not been used.
If the share book or share has been issued, the share book and the final disposal of the share or share is indicated in the cooperative book or share book or temporary certificate in an open transfer, book, book of shares, or The name of the new owner of the share or share shall be entered in the provisional certificate before the receipt is entered in the lists. A certificate shall be written in the Cooperative Book, in the share book or on the provisional certificate, on the listing of the members and on the date of registration of the register.
If there is only one member of the cooperative, the member and his share and share ownership shall be immediately and at the latest within two months of the precipitation to appear on the list.
The details of the list of Members and of the list of owners and of the former members and of the names of the members and of the shareholders and the beginning and the end of membership shall be held in the cooperative head office for all to see.
The Member, the owner of the share and the share holder, the creditor and any other person demonstrating its interest shall also be entitled to see other information on the lists.
Everyone has the right to bear the costs of the cooperative, after having received a copy of the list or part thereof, in so far as he has the right to see the list in accordance with paragraphs 1 and 2.
For the purpose of this Law Equity capital The number of shares issued and the increase in the share of the share capital subscribed by the cooperative to the share of the subscribed capital.
For the purpose of this Law Equity capital The number of shares subscribed and the share capital increase in the share capital of the shares issued and registered as equity capital.
Members shall exercise their powers at the meeting of the cooperative.
Without prejudice to the meeting of the cooperative, Members may unanimously decide on a matter falling within the cooperative's meeting. The decision shall be recorded, dated, numbered and signed. If a cooperative has more than one member, at least two of them shall be signed. The written decision shall, by the way, apply to the minutes of the meeting of the cooperative.
The rules may stipulate that the members' decision-making powers, rather than the meeting of the cooperative, shall be exercised by the representatives elected by the members as provided for in Articles 37 to 43.
The stock exchange cooperative For the purposes of this Chapter, the cooperative whose share or share is traded in the law on trade in financial instruments (19/08/2012) Within the meaning of the regulated market.
The meeting of the cooperative shall decide on the matters covered by this Act. However, the rules may stipulate that the meeting of the cooperative will decide on a matter falling within the general competence of the Executive Director and the Government.
Section 7 of Chapter 6 provides for the bringing of an issue which falls within the general competence of the Board of Directors and the Executive Director to a meeting of the cooperative or management board. In any case, the members may, in an individual case, take a decision on a matter falling within the general competence of the Board of Directors or of the Executive Director or the powers of the Management Board in accordance with Article 21 (2) (3) and (5) of Chapter 6.
The cooperative meeting shall be held within six months of the end of the financial year.
The first meeting of the cooperative shall decide:
(1) the adoption of the annual accounts, which includes the consolidation of consolidated financial statements;
(2) the use of the balance sheet surplus;
(3) discharge for the members of the Board of Directors, the members of the Management Board and the Executive Director;
(4) the election of the Board of Directors, the members of the Board of Directors, the auditor and the performance inspector, unless otherwise provided for by this law or by the statutes; and
(5) in accordance with the other rules, on matters dealt with at the meeting of the cooperative.
An additional cooperative meeting shall be held if:
(1) the rules laid down;
(2) the Government considers that this is warranted;
(3) the Member, the auditor or the performance inspector shall require it in accordance with Article 5; or
(4) Whereas the Management Board considers it appropriate and, according to the rules, has the right to decide on the holding of an extraordinary co-operative.
An additional cooperative meeting shall be held if the auditor, the performance inspector or members representing at least one tenth of the number of members of the voting rights laid down in the statutes require it in writing to: For processing. The call for meetings shall be submitted within two weeks of the date of the request.
A member shall be entitled to a meeting of a cooperative to be referred to a cooperative meeting under this law if he requests it in writing from the Government in sufficient time that it may be included in the meeting.
In the stock exchange cooperative, the requirement is deemed to have always been sufficiently timely if the government has been informed of the requirement not later than four weeks before the invitation to the meeting.
Each member shall be entitled to attend a meeting of the cooperative.
Such participation shall be conditional upon the Member being entered on the list of members or, in accordance with Article 2 (1) of Chapter 4, who has informed the cooperative and has provided a reliable explanation of it. The participation of a cooperative in a cooperative society depends on the participation of the owner in the list of members before the meeting of the cooperative as provided for in Article 2 (2) of Chapter 15.
For the stock exchange cooperative, the shares of which are not connected to the CIT scheme, the provisions of Article 2 (2) of Chapter 15 shall apply from the date of the reconciliation of the cooperative meeting. As regards the shares held in the same way as the administrative registration, the participation of the cooperative shall be conditional on the participation of the member in the list of members provisionally in the list of members for participation in the cooperative In the same way as provided for in that paragraph.
The holding and owner shall also have the right to participate in the meeting of the cooperative, as referred to in paragraphs 1 to 3, subject to the rules other than those referred to in Article 32.
The rules on participation in a meeting of a member of the cooperative may be subject to registration to the cooperative no later than 10 days before the date of the meeting. The final date of registration shall be mentioned in the notice of the meeting.
If the shares of the cooperative are connected to the value-share system, the member of the holding company shall be deemed to have signed up for participation in a meeting of the cooperative if, in accordance with Article 2 (2) of Chapter 15, he has been temporarily notified Significant to the list of members. Where, on the basis of the ownership of the shares, a member may have a number of votes and participate in a meeting of the cooperative through several agents, the contributions shall be indicated in the event of each representative being represented by each agent.
Paragraphs 1 and 2 shall also apply to the owner of a share and share holder entitled to participate in a meeting of the cooperative.
A Member may also exercise his/her right to a cooperative meeting, including through an agent, unless the rules restrict it. The document shall be presented by the client or, in any other reliable manner, shall prove to be entitled to represent the member. The authorisation shall apply to one meeting, unless otherwise specified in the mandate. The client may, at the same time, represent no more than three members, unless the rules provide otherwise. Notwithstanding this paragraph, an agent may represent members who are members of a group within the meaning of the same accounting act.
A member and his/her agent may have an assistant at a cooperative meeting.
A member of the stock exchange cooperative may have several agents representing a member of the shares in different securities accounts.
In the stock exchange cooperative, a member's right to use the Ombudsman and the Ombudsman's right to represent a number of members shall not be restricted.
For the purposes of this Article, the agent and the assistant shall also be subject to the application of a share and share holder entitled to attend a meeting of the cooperative.
A subsidiary of a cooperative or a subsidiary which owns shares and shares in the cooperative shall not attend a meeting of the cooperative. The votes of such a subsidiary shall not be taken into account when a qualified decision or the exercise of a given right is required for the consent or consent of all Members who hold a qualified majority of the total number of votes of the cooperative.
The Board of Directors and the Management Board and the Executive Director shall have the right to be present at the Cooperative Meeting, unless the cooperative meeting decides otherwise. The Board of Directors, the Management Board and the Executive Director shall ensure that Question Time referred to in Article 27 of the Member State may take place. The attendance of an auditor at a meeting of the cooperative is governed by the law of the Court of Auditors (17/01/2015) And the presence of the performance inspector in Article 13 of Chapter 7 of this Act. The meeting of the cooperative may also allow the presence of other persons at the cooperative meeting.
L to 11/08/2015 Article 11 enters into force on 1 January 2016. The previous wording reads:
The Board of Directors and the Management Board and the Executive Director shall have the right to be present at the Cooperative Meeting, unless the cooperative meeting decides otherwise. The Board of Directors, the Management Board and the Executive Director shall ensure that Question Time referred to in Article 27 of the Member State may take place. The attendance of an auditor at a meeting of the cooperative is governed by the law of the Court of Auditors (209/2007) And the presence of the performance inspector in Article 13 of Chapter 7 of this Act. The meeting of the cooperative may also allow the presence of other persons at the cooperative meeting.
The meeting of the cooperative shall only decide on a matter which has been mentioned in the notice of the meeting or which must be dealt with at the meeting. However, a cooperative meeting must always decide on the matters referred to in Article 4 (2) and may decide on the selection of the auditor referred to in Article 5 of Chapter 7 and the performance inspector referred to in Article 7 (7). And to deal with the proposal for a specific inspection as referred to in Article 15 of Chapter 7.
The meeting of the cooperative may, notwithstanding paragraph 1, decide whether to convene a new meeting or to postpone the meeting.
At the meeting of the cooperative, a member shall have one vote in all cases before the meeting, unless the rules provide otherwise.
The rules may provide that Members have a different number of votes. The number of votes of a Member shall be more than twenty times the number of members of the other member only in a cooperative whose rules require the majority of the members to be cooperatives or other legal persons, or whose members are members by rules Be at least one public body.
A member of the stock exchange cooperative may vote on different sections in different ways, unless the rules provide otherwise.
The meeting of the cooperative shall not take a decision contrary to the principle of equality referred to in Article 7 of Chapter 1.
The Member or his/her agent shall not be allowed to vote on a matter concerning the granting of discharge to the Member, the action against himself, the action brought by a Member against the cooperative, the exemption of a member from liability or any other An obligation to a cooperative or an agreement or commitment between a member and a cooperative. In addition, the Member or his agent shall not be allowed to vote on an action against another person, exemption from the obligation towards a cooperative or an agreement or commitment between this and the cooperative if the member has a case An essential benefit which may conflict with the interests of the cooperative. Notwithstanding this paragraph, the acquiring cooperative may exercise voting rights in the handling of the draft terms of merger referred to in Article 20 (3) and the distribution plan referred to in Article 3 (3) of Chapter 21.
Paragraph 1 shall not apply where all members of the cooperative are unimpeded.
Paragraph 1, which provides for a member and his agent, shall also be subject to the participation of the owner of the holding and the owner of the share and of the Ombudsman in the vote referred to in Article 32. The provisions of paragraph 2 shall also apply to the holder of the share and share.
A case which has not been dealt with in accordance with the provisions of this law or of the rules of this law may only take a decision if the members who are affected give their consent.
Paragraph 1 shall also apply to the owner in the vote referred to in Article 32 and the owner of the share.
The cooperative meeting shall be held at the seat of the cooperative, unless the rules provide for a second location. The meeting can be held in other places for very serious reasons.
The rules may stipulate that the meeting may take place by means of a post or a communication link or other technical assistance instrument. It is required that the right of participation and the accuracy of the counting of votes can be examined in a manner comparable to those of the ordinary cooperative meeting. The Board of Directors may also take a decision on the matter, unless the rules provide otherwise. The invitation to the meeting shall mention the possibility of participation referred to in this paragraph, the conditions for using it, the possible limitations of the exercise of the Member's speaking power and the procedure to be followed.
The rules may provide that the owner of a share or share shall only be allowed to attend the meeting, within the meaning of paragraph 2, by means of a postal or technical assistance instrument. Such participation shall be communicated to the owner of the share or share in the same manner as the invitation to the meeting and the right to participate shall be available for at least 24 hours.
The board is calling a meeting of the co-op. However, the rules may stipulate that the Governing Board shall convene the meeting.
Where a meeting of the cooperative is not convened, even if the call is made by law, by statute or by a cooperative meeting, or if there is a substantial breach of the provisions or provisions in force at the invitation of the meeting, the Regional Administrative Agency shall: The applicant, on the application of the Board of Directors, the Executive Director, the auditor, the performance inspector or a member of the cooperative, entitling the applicant to convene a meeting at the expense of the cooperative. The decision of the Regional Administrative Agency may be implemented without legal force.
The meeting shall include the name of the cooperative, the time and place of the meeting and the issues to be discussed at the meeting. Where the meeting deals with a modification of the rules or the issue referred to in Article 21, or the issue of new units or shares or the acquisition or redemption of own shares or shares, the invitation shall state the main The contents and the question whether or not to purchase or redeem units or shares.
The content of the meeting shall also be provided for:
(1) Article 8 of the notification;
(2) Article 17 (2) and (3) concerning the use of mail and technical assistance equipment;
(3) Article 20 (3) of the second meeting;
4), and Article 5 (2) of Chapter 9 on shares in shares;
(5) in Article 5 (3) of Chapter 19 on the redemption of share capital or share capital;
(6) Article 6 (3) and Article 9 (3) of Chapter 19 on the acquisition and redemption of own shares and shares;
(7) Article 10 of Chapter 20 concerning the merger; and
8), Chapter 21, Section 10.
The invitation to the exchange cooperative's meeting shall also include:
(1) the conditions under which a member is entitled to participate in a cooperative meeting in accordance with Article 2 (2) of Chapter 15 and Articles 7 and 8 of this Chapter;
(2) the conditions under which a Member is entitled to participate in a cooperative meeting, through an agent, in accordance with Article 9;
(3) Question Time referred to in Article 27 of the Member;
(4) the total number of shares and shares in the cooperative and the total number of shares/units per share of the cooperative meeting;
(5) Internet sites where information on the cooperative meeting provided for in this law and in the securities market is available.
The invitation to the meeting shall be submitted no earlier than two months and no later than one week before the meeting of the cooperative, the final date of registration in accordance with Article 8, or the cooperatives which have acceded to the value cooperative system in accordance with Article 2 (2) of Chapter 15. The date of destination, whichever is the earliest. However, the invitation to the exchange cooperative shall be submitted no earlier than three months before the date indicated above.
The invitation shall also be provided for:
(1) Article 21 on certain decisions; and
2) Article 26 (3) on the next meeting.
If, according to the rules, the validity of a decision is conditional on the adoption of a decision at the two co-operatives, the latter must not be submitted until the first meeting has been held. The invitation shall state the decision taken at the last meeting.
At the latest three weeks before the meeting of the cooperative, the Stock Exchange Commission shall submit the invitation to the meeting. However, an invitation to the Cooperative Meeting shall be submitted no later than nine days before the date of the meeting of the cooperative meeting referred to in Article 2 (2) of Chapter 15.
The call for meetings shall always be submitted no earlier than two months and no later than one month before the date of the meeting, the last date of registration in accordance with Article 8, or the cooperatives which have acceded to the value cooperative system in accordance with Article 2 (2) of Chapter 15. The date on which the meeting is addressed:
(1) the essential change in the meaning or activity of the cooperative, or the extension of the activity over a specified period;
(2) modification of the number of votes of members;
(3) the election of the management of the cooperative, the election of the auditors or the representative of the representative, or the delegation of Members' decision-making powers;
(4) limitation of the right of withdrawal as a member;
(5) the limitation of the right of withdrawal or transfer of shares already given or the deferral of the refund;
(6) in the case of a share which is already a member or already given, a surplus, a contribution to a refund or a restriction on the right to a cooperative net assets, as referred to in paragraphs 4 or 5, or for the distribution of surplus or net assets By other means;
(7) an increase in the payment obligation already made as a member, by means of a mark-up or any other means;
(8) reduction of the share capital or redemption or acquisition of own shares; or
(9) the merger of the cooperative, the division, transformation into another form of business or the liquidation of the cooperative, the liquidation of the liquidation or removal of the cooperative from the register.
The period provided for in paragraph 1 shall also apply to other matters dealt with at the same meeting, notwithstanding the rules laid down in the Rules for a shorter term.
However, in the stock exchange cooperative, the invitation may be submitted no earlier than three months before the date referred to in paragraph 1.
A written notice shall be sent to each Member whose address is known to the cooperative, unless the rules provide otherwise.
In addition to what is laid down in the statutes, each member whose address is known to the cooperative shall send a written call or an invitation to other members of the general public for information in the future if the meeting is dealt with in Article 21. Referred to.
Each share and the owner of a share shall be required to submit a written invitation to a meeting of the cooperative as provided for in paragraphs 1 and 2, unless otherwise specified in the rules for a case other than those referred to in Article 32.
Proposals for decisions and, if the meeting deals with the accounts, the financial statements, the annual report and the audit report, shall, for a period of at least one week before the meeting, be held by the members of the cooperative head office or on the website. The meeting documents shall be sent without delay to the requesting Member if the documents cannot be downloaded and printed on the cooperative's website.
Where the decision concerns the issue referred to in Article 21, the granting of a share or share-share, the granting of special rights for the stock of options or other equity, the increase in the share capital fund, the distribution of the surplus, the free equity fund Distribution, the acquisition or redemption of own shares and shares, and shall not address the financial statements, including the following documents shall be considered as provided for in paragraph 1:
(1) the final annual accounts, the activity report and the audit report and the audit report;
(2) a possible allocation decision after the end of the last financial year;
(3) a possible interim review after the end of the last financial year; and
(4) a report by the government on events which have materially influenced the role of the cooperative since the establishment of the financial statements or the interim report.
Documents to be seen and transmitted at the request of mergers, divisions and changes in the form of enterprise are laid down in Chapter 20, Article 11, Article 11 and Article 3 of Chapter 22.
Where, in accordance with the rules, a decision is to be taken at two meetings of the cooperative and the second meeting shall be held within three months of the first meeting, it shall not be necessary for the latter to be drawn up in accordance with the provisions of this Article. Documents.
The provisions of this Article shall apply to the documents of the meeting, to hold and dispatch them to the owner of the shares and to the owner of the share, unless otherwise specified in the rules in respect of a case other than those referred to in Article 32.
The stock exchange cooperative shall consider the invitation to the meeting referred to in Article 19 and the documents to be seen by the member referred to in Article 23 on the website of the cooperative during the period commenting at least three weeks before the meeting and ending no earlier than: Three months after the meeting.
By way of derogation from the provisions of Article 23, the annual accounts, the activity report and the audit report are not required to be seen or sent before the meeting of the stock market cooperative, if the cooperative has disclosed their information to the securities market No later than three weeks before the meeting.
The meeting shall be convened by the person designated by the party. The meeting shall be selected by the Chairperson of the meeting, unless the rules provide otherwise. If the rules provide for the co-chairman of the Cooperative Assembly, this will also open a meeting.
The Presidency shall ensure that a list of the members, agents and assistants present is drawn up, indicating the number of shares and the number of shares and the number of members of each Member ( Code list ). It shall also include the number of members' votes and the operative event, if the members may have several votes according to the rules. The list of Members and owners shall be available at the meeting.
The Presidency shall ensure that the minutes are drawn up. The Minutes shall record the decisions taken and the results of the vote. The minutes shall be signed by the President and the one appointed auditor. The list of votes shall be taken or attached to the minutes of the meeting. The minutes shall be numbered consecutively and kept in a reliable manner.
No later than two weeks after the meeting, the minutes shall be held in the headquarters or on the website of the cooperative, and shall be provided with a copy to the requesting Member. Members shall be entitled to a copy of the annexes to the Protocol after reimbursement of the costs incurred by the cooperative. The same shall apply to the owner of the share and share, unless otherwise specified in the rules in respect of a case other than those referred to in Article 32.
In addition, if a full vote count has been carried out at a meeting of the stock exchange cooperative, the minutes of the meeting shall be accompanied by a significant proportion of the contributions to the votes cast, the distribution of votes and the votes of the votes cast. The number of units which have not been voted. This information shall be available on the website of the cooperative no later than two weeks after the Cooperative Assembly and for a period of at least three months from the cooperative meeting.
The meeting of the cooperative may decide that the case will be postponed until further meetings.
The case concerning the approval of the annual accounts and the use of the surplus shall be postponed to a further meeting if required by members who have at least one tenth of the members or a smaller number of members as a whole. The number of votes. The following shall be held no earlier than one month and no later than three months after the meeting of the cooperative. The decision does not need to be removed from the requirement of a minority.
A different invitation shall be submitted to the meeting if it is held more than four weeks after the meeting of the cooperative. An invitation to a further meeting may always be submitted no later than four weeks before the meeting.
At the meeting of the cooperative, the Board of Directors and the Executive Director shall, at the request of the member, provide more detailed information on matters which may affect the assessment of the matter to be discussed. If the meeting deals with the financial statements, the duty shall also apply to the financial position of the cooperative in general, including the ratio of the cooperative to the other community or foundation belonging to the same group. However, information must not be provided if the provision of such information is essential to the cooperative.
If a Member's question can only be answered on the basis of information not available at the meeting, the reply shall be given within two weeks in writing. The reply shall be sent to the Member who submitted the question and to the other Member who requests it.
If the Government considers that the requested information cannot be given to the Member without causing material injury to the co-operative, the Board of Directors shall, within two weeks of the meeting, submit the information requested to the co-operative auditors and performance inspectors. Within one month of the meeting, the auditors and the performance auditors shall provide a written statement to the Board of Directors on the impact of the information on the audit report, on the opinion issued by the other auditors, or The performance audit report. The provisions of Article 25 (3) and (4) on the minutes of the Cooperative Meeting shall apply to the maintenance of the opinion, the keeping of the opinion and the issuing of copies. The opinion shall be sent without delay to the Member who submitted the question and to the other Member who requests it.
The owner of a share and a share holder shall have a Question Right under paragraphs 1 to 3, unless otherwise specified in the rules in respect of a case other than those referred to in Article 32.
The decision of the Cooperative Assembly shall be a proposal which has supported more than half of the votes cast, unless otherwise provided for in this Act. The election will have the highest number of votes. However, the meeting of the cooperative may, before the election, decide whether or not to select a person who receives more than half of the votes cast. In the event of a tie, the election shall be resolved by a sensitive and other vote by the President, unless the rules provide otherwise.
Without prejudice to paragraph 1, the rules may provide for elections to be conducted in accordance with proportional representation. The rules must provide for proportional representation for elections and for the formation, executive and audit institutions and other aspects of the electoral process.
The rules may provide for a more lenient majority requirement for the elections and for the amendment of a member's vote in a cooperative whose statutes provide for a number of members' voting rights. However, in the case of a change in the number of votes, the rules cannot provide for a qualified majority provided for in Article 29 (1).
If the decision is to be taken by a qualified majority, a proposal for a cooperative meeting shall become a proposal supported by at least two thirds of the votes cast.
Decisions to be taken by a qualified majority shall, unless otherwise provided for in this law, provide otherwise:
1) amendment of the rules;
(2) a share or share contribution;
(3) the provision of special rights for options and other equity or shares;
(4) the acquisition of own units or shares;
(5) merger;
6. Distribution;
(7) the transformation of the form into a public limited company; and
8) the liquidation of the cooperative and the liquidation of the liquidation.
The rules cannot reduce qualified majority voting.
The decision to amend the rules in such a way as to combine the share of the share or share classes or otherwise diminish the rights of the entire share or share party shall be qualified by the qualified majority referred to in Article 29. In addition, qualified members with at least two-thirds of the shares and shares represented at the meeting of each of the parties and shares shall be subject to a qualified decision.
A qualified decision to amend the rules shall be subject to the approval of members who have at least nine tenths of the votes cast at the meeting, if the decision:
(1) limiting the right of withdrawal already as a member or limiting the right of withdrawal in respect of the contributions already made; or
(2) postpone the refund of the contribution already given, when membership ends or the member or other owner terminates his contributions.
However, a qualified decision on a change in the rules shall be subject to the approval of all members represented at the meeting, if the decision:
(1) amend the main purpose of the cooperative;
(2) lay down the number of members' voting rights;
(3) limit the entitlement to the surplus, the return on the mark or the net assets of the cooperative, which is already a member or already given as a member, or the net assets of the cooperative as referred to in paragraph 1;
(4) to increase the payment obligation on the part or the owner of the share or share already given as a member in order to increase the non-refundable subscription price, additional payments or additional payment obligations or to limit the right of withdrawal or the right to: The shares in the cooperative whose statutes provide for additional payments or additional payment obligations;
(5) limiting the acquisition of a given share or share;
(6) limiting the privileges of membership or ownership of shares or shares to shares or shares;
(7) to be accompanied by the redemption value referred to in Article 19 (10) of Chapter 19;
(8) limit the entitlement of the cooperative to damages within the meaning of Article 25 of Chapter 25; or
(9) amend the relationship between the rights of the same species or the rights of the shares.
However, the redemption of own shares and shares, as well as the reduction of share capital and share capital, must be supported by all the members represented at the meeting, if the decision limits the rights already given by the share or share The surplus, the contribution to the refund or the net assets.
The meeting of the cooperative shall not take a decision contrary to the principle of equality referred to in Article 7 of Chapter 1 without the consent of the Member or the owner of the holding or the shareholder, at the expense of which the unfair advantage is conferred.
Where the decision of the Cooperative Assembly relates to the portion or share referred to in Article 30 or Article 31, or in such a way as to limit the rights referred to in Articles 7, 9, 22, 23, 25 or 27 of the shareholder's share or share, the decision shall be required to: In addition to the support referred to in the points of law, that the decision is supported by the owners of shares or shares with a majority of the shares or shareholders of each of those shares or shares, as referred to in the above paragraphs, Sound.
In the vote referred to in paragraph 1, the owner shall have one vote, unless the rules provide otherwise.
The decision of the Cooperative Assembly shall be notified to the member of the cooperative and to the owner of the cooperative if the rules restrict the right of withdrawal of a member or the right of a member or proportion of the owner to terminate their units or suspend their share of the allowance and 21 The main content of the decision referred to in § 1 of the decision referred to in Article 4 (1) of the Decision of the European Parliament and of the Court of Justice of the Court of Justice of the The function or essentially of the cooperative sector, or The duration of the cooperative activity.
The notification shall be sent without delay to the members and to the owners who were not represented at the meeting. The notification shall be provided in the same manner as the invitation to the Cooperative Meeting.
The decision to amend the rules shall be decided by a qualified majority within the meaning of Articles 29 to 31.
The decision to amend the rules shall be notified without delay. The decision shall not be implemented until it is registered. However, if the change in the rules requires implementing measures to be entered in the register, the amendment must be registered and registered at the same time as the implementing measures.
However, the decision to amend the rules shall apply before the date of registration of the decision and before the entry into force of the decision, one year after the end of the financial year in which the decision is to be registered:
(1) postponing the payment obligation under the tranche;
(2) bring forward the refund;
(3) the right to reimbursement of a fund increase or additional payment;
(4) a reduction in the share capital to cover losses other than loss; or
(5) limit the additional payment obligation of the member.
If the amount of the entitlement is determined on the basis of the nominal value of the share, the waiving of the nominal value shall not affect the entitlement to the entitlement, unless otherwise decided.
Notwithstanding the suspension of the right of withdrawal and deferral of signalling, the Member shall have the right to withdraw from the cooperative and to receive a refund in the manner prescribed in this Article if he has not supported Article 21 (1) Of the European Parliament ( Additional right of withdrawal and return ). This shall not, however, apply to the decision of the meeting of the host cooperative to the merger or to the decision to impose or withdraw the registration.
An additional right of withdrawal and refund shall be provided if the member is different from the cooperative or otherwise ceases within 30 days of the decision of the cooperative meeting, or if the membership has been completed in the past during the financial year in which the decision is taken.
If the decision concerns the merger of a cooperative to another cooperative, division or share company, the member shall have the right to receive from the host cooperative or registered limited liability company the full amount paid for The marking, and the other amount specified in the rules. The right to a refund arises when the decision of the Cooperative Assembly is registered. Where the decision concerns another matter referred to in paragraph 1, the member shall have the right to receive a refund when the decision of the Cooperative Assembly is registered, if so provided for in this Act. For the rest, the refund is laid down in Chapter 17.
If the change in the rules concerns the addition of a member's payment obligation, the Member who resigned will be released from the same obligation of change.
The rules may provide for an additional restriction or withdrawal of the right of withdrawal.
What is provided for in this section of the additional right of withdrawal and refund of a member shall be subject to the right of the owner to terminate his/her share and to receive a refund.
The decision to moist the decision of the Cooperative Assembly is set out in Chapter 24.
The rules may stipulate that the members' decision-making powers either in all or in some cases shall be exercised by a representative elected by the members rather than a meeting of the cooperative.
The rules shall in this case provide for the establishment of the representative office, the functions of the representative, the number and term of office of the members elected to it, as well as the replenishment of the representative office in the event of the end of the term of office. The term of office shall expire at the latest in the sixth financial year following the election, either when the new representative has been elected or at the end of the financial year.
The member of the cooperative and the owner of the share and the share owner shall not be entitled to participate in the meeting of the representatives unless the rules provide otherwise. However, the rules may not determine the voting rights of a member of the cooperative at the meeting of the representative.
The representative shall always be chosen according to proportional representation, unless the rules provide otherwise.
The rules may stipulate that members of the representatives shall be chosen from constituencies to be determined by different member groups or regions. The rules must then also provide for criteria to be allocated to the various constituencies.
The rules may stipulate that the proportional representation of the members of the elected representative in each constituency shall be determined by:
(1) the number of members of the cooperative;
(2) on the basis of the number or quantity of Members' contributions;
(3) depending on the use of the services provided by the cooperative or by other means; or
4) according to the criterion referred to in paragraphs 1 to 3.
Where the members of the assembly are to be selected by electoral districts, the rules may provide the electorate with the election of the members of their constituency. The members of the cooperative are elected by constituencies according to a proportional representation and what this article provides for the election of the members of the assembly. The rules shall specify the term of office of the electorate, which shall not exceed the term of office of the representative office.
The rules may provide that Members shall take part in the vote on the election of the representative or the electorate by means of a post or a communication link or other technical assistance instrument. The rules must then provide for a voting procedure that safeguards the voting rights of Members and the right to set candidates.
The election of the members of the representative shall be organised in the middle of their term of office, if the members of the cooperative who represent at least one or more of the smaller members of the voting rights laid down in the statutes require it in writing.
Members shall be selected within four months of the submission of the request. The term of office of the new members shall begin on the day following the confirmation of the outcome. However, the rules may stipulate that the term of office of the new members shall begin no later than two weeks after the election.
If the election of the members of the representative office is ignored, the provisions of Article 18 (2) on the right of the Administrative Agency to entitle the applicant to convene a meeting shall be respected. A member of the cooperative may also be appointed to organise the election of the representative of the application referred to therein.
The Assembly shall be subject to the provisions of this Act concerning the meeting of the cooperative, unless otherwise provided for in this Article. The Member shall always have one vote at the meeting and shall not be able to exercise his/her right through an agent. Members of the representative shall only use the assistant if the statutes so provide or the meeting of the Assembly so decides.
An additional representative meeting of the relevant representative body shall be held if at least a quarter of the members of the representative office so require. The meeting shall also be held if the smaller number of members required by the rules so requires.
The Assembly of the Assembly shall not decide on the matter referred to in Article 21 before a month after the date on which the members of the cooperative have been informed of the main content of the proposal for a decision and the date of the meeting of the assembly Than an invitation to a meeting of a cooperative dealing with such a subject. Where the decision on the matter referred to in Article 31 is different from that notified to the members of the cooperative and the members of the representative, the derogation shall be notified to the members as provided for in Article 21.
In the case referred to in Article 30 or Article 31, the representative of the Assembly shall, in the case referred to in Articles 30 or 31, be subject to the provisions of Article 32, which provides for the share of the share and the shareholders of the share of the share For support.
The provisions of Chapter 24 for the decision of the Cooperative Assembly shall also apply to the decision of the Assembly of the Assembly.
Members' liability for damages is governed by Article 2 (2) of Chapter 25 and by the President of the Assembly of the Assembly in Article 3 of that Chapter.
A member of the cooperative shall always be entitled to require the special inspection referred to in Section 15 of Chapter 7 and the right to pursue the action referred to in Article 7 of Chapter 25 for the benefit of the cooperative. The members of the cooperative who are applying for an inspection or bringing proceedings must have at least a quarter or a lower part of the total number of members of the cooperative. Members of the cooperative may apply for an inspection or bring an action, even if the members of the assembly have not objected to the decision of the representative within the meaning of Article 15 and Article 7 of Chapter 25. The owners of the shares and shares have the same right to apply for the purposes of Article 7 of Chapter 25 on behalf of the cooperative.
The cooperative must have a government. It may also have an Executive Director and a Management Board.
The prohibition on making decisions contrary to the principle of equality is laid down in Chapter 1, Article 7, the duty of care in Article 8 of Chapter 1 and the liability for damages in Chapter 25.
The representation of the cooperative shall be governed by Articles 26 to 29 of this Chapter.
The Board of Directors is responsible for the management and proper organisation of the cooperative ( General powers ). The Board of Directors is responsible for ensuring that the accounting and financial control of the cooperative is properly organised.
The Board of Directors or a member of the Board of Directors may not comply with a decision taken by a cooperative or representative meeting, the Management Board or the Board of Directors, which is invalid in response to the rules of this Act or the Cooperative Society.
The Government's decision shall be the majority opinion, unless the rules require a qualified majority. In the event of a tie, the President shall have the casting vote. In the event of a tie vote in the election of the Chairperson, and the election or the rules are not otherwise specified, the election shall be resolved on a daily basis.
The Board of Directors shall have a quorum when more than half of the members are present, unless the rules require a higher number. The amount shall be calculated from the selected board members. The calculation of the amount of the aesthetic shall not be deemed to be present. No decision shall be taken unless, as far as possible, all members of the Government have an opportunity to take part in the proceedings. If a member of the Board is prevented from attending, the opportunity shall be reserved for the alternate. Where a decision is taken without holding a meeting, the decision shall be recorded, signed, numbered and maintained in accordance with Article 6 of the minutes of the meeting of the Board of Directors.
A member of the Board of Directors shall not participate in the proceedings of the agreement between him and the cooperative. He shall also not take part in the case of an agreement or commitment between the cooperative and the third party if he is expected to have an essential interest which may be in conflict with the interests of the cooperative. The provisions of this Article shall also apply to the other legal proceedings, to the proceedings and to the use of other forms of speaking power.
The Chairman of the Board of Directors shall be responsible for ensuring that the Board meets when necessary. The meeting shall be convened if required by a member of the Board of Directors or the Executive Director. Unless, despite the request of the Chairman of the Government, an invitation to a meeting is convened, an invitation may be submitted by a member of the Board of Directors if at least half of the members of the Board of Directors approve the convening, or the Executive Director.
The Board of Directors may decide that a member of the Board of Directors may not be present at the meeting. The Executive Director's right to participate in the meeting shall be governed by Article 18. The right to leave is governed by the rules.
A protocol to the meeting of the Board of Directors shall be drawn up and signed by the President of the Assembly and, if several members of the board are members, at least one member of the Board of Directors. A member of the Board of Directors and the Executive Director shall have the right to have their dissent in the minutes. The minutes shall be numbered consecutively and kept in a reliable manner.
In an individual case or in accordance with a provision of the rules, the Board of Directors may take a decision on a matter falling within the general competence of the Executive Director, even where the co-operative has a ceo.
The Board of Directors may refer the matter to the cooperative meeting or the Board of Directors, which falls within the general competence of the Board of Directors or the Executive Director.
The administration shall be selected from one to five full members, unless the rules provide otherwise. In the case of less than three members, there shall be at least one alternate in government. What this law provides for a member shall also apply to an alternate.
If there are several members of the Board of Directors, the President shall be elected. The Chairperson shall be elected by the Management Committee if it has not been decided otherwise or in the statutes.
The members of the Board of Directors shall be elected by the Board of Directors, unless the rules stipulate that the Board of Directors is elected by the Board of Directors.
The rules may stipulate that less than half the members of the Board of Directors are elected in other order. However, if a member has not been elected in another order, the meeting of the cooperative or the Board of Directors may elect a member, unless the rules provide otherwise.
A member of the Board of Directors may not have legal personality or a minor or who has been assigned a trustee whose viability is limited or bankrupt. The effect of the ban on business is laid down in the law on the business ban (1059/1985) .
At least one member of the Board of Directors shall have his habitual residence in the European Economic Area, unless the registry authority authorises the cooperative to depart from this.
The term of office of a member of the Board of Directors shall be extended for the time being, unless the rules provide for a term of office. The term of office shall end and the term of office of a new member shall begin at the end of the meeting of the new member, unless the rules or decisions are decided otherwise.
A member of the Board of Directors may resign before the end of his term of office.
The withdrawal shall take effect no earlier than the notification to the Board of Directors. If a member of the Board of Directors has opted for a non-cooperative meeting, the withdrawal shall also be notified to the constituent.
If a member of the Board of Directors has reason to believe that the cooperative no longer has other members of the Board of Directors, he shall ensure that the meeting of the cooperative is convened to select a new government.
A member of the Board of Directors may, before the end of his term of office, dismiss the person who elected him. However, a member of a non-cooperative meeting may expel a meeting of the cooperative if the rules have been changed so that there is no longer a right of choice.
The term of office of the dismissed member shall expire at the end of the meeting of the co-operative, unless the meeting of the cooperative decides otherwise. The term of office of a member of a non-cooperative meeting shall expire immediately, unless otherwise indicated.
Where a member of the Board of Directors takes office in the middle of a term of office, or if a member loses his or her eligibility under Article 10, the member shall be replaced by a substitute member as provided for in the rules or when the alternate is chosen. In the absence of an alternate, the other members of the Board shall ensure that the new member is elected for the remainder of his term of office. Where there is a quorum of the Board of Directors, the selection may take place at the meeting of the cooperative or the board of directors of the next board of directors.
If the cooperative has become an emo cooperative or has ceased to be an emo cooperative, the Board of Directors shall immediately inform the government or the corresponding institution of the subsidiary. The Government of the daughter community or an equivalent institution shall provide the government of the emo cooperative with the information necessary to assess the status of the group and calculate the outcome of its activities.
A contract or commitment between a cooperative and its only member, which does not form part of the normal business of the cooperative, must be entered in the minutes of the meeting of the Board of Directors.
The Executive Director shall manage the cooperative management of the cooperative in accordance with instructions and instructions issued by the Board ( General powers ). The Executive Director shall be responsible for ensuring that the cooperative accounts are in accordance with the law and in a reliable manner. The Executive Director shall provide the Government and the Member with the information necessary for the performance of the functions of the government.
The Executive Director shall take into account the extent and quality of the cooperative activity, taking into account the extent and quality of the cooperative activity, only if the Board of Directors has authorised him to do so or the decision of the Board of Directors cannot be expected without prejudice to the activities of the cooperative Material injury. In the latter case, the government must be informed as soon as possible.
The Executive Director shall have the right to be present at the Board of Directors and to exercise his speaking power there, even if he is not a member of the Board, unless the government decides otherwise.
The Executive Director shall also be subject to the provisions of Article 2 (2) on unqualified decisions, Article 4 and Article 10 (1) of the Qualification Act. The place of residence of the Executive Director shall always be in the European Economic Area, unless the registry authority authorises the cooperative to derogate from this.
As far as the Executive Director is concerned, this law also applies to his replacement.
The Board of Directors chooses the Executive Director. The rules may stipulate that the Executive Director shall be elected by a Management Board or a meeting of the cooperative.
The Executive Director shall have the right to resign. The withdrawal shall take effect no earlier than the notification to the Board of Directors.
The Executive Director may be dismissed by the person who has chosen him. The withdrawal shall take effect immediately, unless the government decides on a later date. If the Executive Director has chosen a non-government executive, the expulsion shall take effect immediately, unless the applicant decides on a later date.
The Management Board shall be governed by the rules. The Management Board shall supervise the management of the cooperative under the responsibility of the Board of Directors and the Executive Director. The Board of Directors may issue instructions to the Board of Directors on matters of general scope or of fundamental importance.
The rules may provide that:
(1) the Board of Directors shall select and determine the remuneration of the Board of Directors;
(2) the Executive Director shall elect the Executive Director and the other senior management of the cooperative, and shall decide on their wage benefits;
(3) the Management Board shall decide on matters relating to a substantial reduction or extension of activity or an essential modification of the organisation's organisation;
(4) the Management Board shall deliver an opinion on the annual accounts to the co-operative meeting; and
(5) the Management Board shall also carry out tasks and tasks other than those covered by the general government competence referred to in paragraphs 2 to 4, which are not provided for in the other institutions.
However, the Board of Directors may not delegate tasks relating to day-to-day management, accounting and financial management within the meaning of Article 17 (1). Moreover, the rules may not restrict the right of the Board of Directors, of its member or of the Executive Director to represent the cooperative. The Board of Directors has no competence in the tasks delegated to the Management Board, unless otherwise provided for in the rules.
The Board of Directors, the member of the Board of Directors and the Executive Director shall provide the Management Board and its members with the information necessary for the performance of the tasks of the Management Board.
The Governing Board shall have at least three members. The Executive Director or a member of the Board shall not be a member of the Management Board. The Chairperson shall be elected to the Management Board. The Chairperson shall be elected by the Management Board if, when the Management Board is elected, no decision has been taken or the rules prescribe otherwise.
In addition, the Management Board and its members shall be subject to the provisions of Article 2 (2) of Article 2 (2) of the Rules of Procedure, the Rules of Procedure, the Conference and the Protocol, and Articles 9 to 14 of the Rules of Procedure, on eligibility, on the term of office, Separation, separation and replenishment.
The rules may also provide for other institutions of the cooperative. Such bodies may not be entrusted by this law to a cooperative or representative assembly, to the electorate, to the government, to the Executive Director or to the Board of Supervisors.
The government represents the cooperative. The Executive Director may represent the cooperative in the case of his or her duties under Article 17.
The rules may stipulate that a member of the Board of Directors or the Executive Director shall have the right to represent the cooperative or that the Board of Directors may grant the right to a member, the Executive Director or any other designated person. The Government may at any time withdraw its right to represent the cooperative.
The commercial register may only represent the right of the cooperative to represent the cooperative, according to which two or more persons have only one right.
The scope of the rules limits the mandate of the representative.
The cooperative's legal act on behalf of the cooperative, as referred to in this Act, is not binding on the cooperative if:
(1) the representative has acted contrary to the limits of eligibility provided for in this Act;
(2) a representative has acted contrary to the restriction referred to in Article 28; or
(3) the representative has exceeded his powers and the person to whom the legal proceedings were or should have been aware of the overture.
In the case referred to in paragraph 1 (3), it is sufficient to indicate that the addressee of a court action or that he should have been aware of the overture of the jurisdiction cannot merely maintain that the restrictions on jurisdiction are Registered.
The audit of the cooperative is provided for in this chapter and in the audit law.
The audit obligation is laid down in Chapter 2 of the Audit Act and Article 6 of this Chapter.
The accounting officer shall elect a meeting of the cooperative. If a number of auditors are to be selected, the rules may stipulate that one or some of them, not all of them, shall be selected in a different order.
The obligation to choose the body inspector is laid down in Chapter 2, Section 3 of the Audit Act. The Cooperative Assembly may also select a deputy auditor in a cooperative where it is not obliged to do so and select several deputy auditors. The rules may stipulate that the alternate auditor of the appointed auditor, as referred to in Article 2 (2), shall also be chosen in a different order. (18/05/1148)
L to 11/08/2015 Paragraph 1 shall enter into force on 1 January 2016. The previous wording reads:
The obligation to choose the body inspector is laid down in Article 4 of the Audit Act. The Cooperative Assembly may also select a deputy auditor in a cooperative where it is not obliged to do so and select several deputy auditors. The rules may stipulate that the alternate auditor of the appointed auditor, as referred to in Article 2 (2), shall also be chosen in a different order.
What is laid down in this law and by the statutory auditor is also the subject of an auditor.
The term of office of the auditor shall be extended for the time being, unless the rules provide for a term of office. The term of office shall end and the term of office of the new auditor shall begin at the end of the meeting of the new auditor at the end of the meeting of the new auditor, unless otherwise decided by the statutes or the new auditor.
In the case of a cooperative where the statutory auditor is not required by law or by the rules, the cooperative meeting shall select an auditor if the members who have at least one quarter of the total number of members of the cooperative or one third of the members of the cooperative The voting rights of the members represented, require it at a meeting of the cooperative, or at a meeting of the cooperative, in which the meeting is to be considered. In the absence of an auditor, the Patents and Registration Board shall be determined by the Board of Directors, in accordance with the statutory auditor, as provided for in Article 8 (1) and (4) of Chapter 2 of the Court of Auditors. In addition, it is necessary for the Member to apply for the statutory auditor within one month of the meeting of the cooperative.
L to 11/08/2015 Article 5 shall enter into force on 1 January 2016. The previous wording reads:
In the case of a cooperative where the statutory auditor is not required by law or by the rules, the cooperative meeting shall select an auditor if the members who have at least one quarter of the total number of members of the cooperative or one third of the members of the cooperative The voting rights of the members represented, require it at a meeting of the cooperative, or at a meeting of the cooperative, in which the meeting is to be considered. If the Cooperative Assembly does not select the auditor, the Administrative Board shall determine, in accordance with the auditor, the provisions of Article 9 (1) and (4) of the Code of Auditors. In addition, it is necessary for the Member to apply for the statutory auditor within one month of the meeting of the cooperative.
In the stock exchange cooperative, the statutory auditor of at least one cooperative meeting shall be a KHT auditor or an audit firm which has to be the head auditor of the KHT auditor.
L to 11/08/2015 Article 6 will enter into force on 1 January 2016. The previous wording reads:
In the stock exchange cooperative, the statutory auditor of at least one cooperative meeting shall be a kHT auditor or a kHT auditor within the meaning of Article 2 (2) of the Audit Act.
The cooperative shall have the performance inspector chosen by the Cooperative Assembly if the cooperative does not have a statutory auditor and the rules do not provide otherwise.
However, whenever the cooperative does not have an auditor and members with at least one quarter of the total number of members of the cooperative or one third of the votes of the members represented at the meeting, At a meeting of the cooperative, or at a cooperative meeting, where the meeting is to be considered.
The co-op is selected by the co-op. If the cooperative has an auditor, the cooperative meeting may decide on the selection of the performance inspector by the majority referred to in Article 28 of Chapter 5. If a number of operators are to be selected, the rules may stipulate that one or some of them, not all of them, shall be selected in a different order.
Where the performance inspector has not been selected in accordance with this law or rules, the Regional Administrative Agency shall determine, in accordance with the performance inspector, the provisions of Article 5 concerning the appointment of the auditor.
Paragraph 4 of the mandate of the auditor shall apply to the mandate of the auditor.
In addition, if only one inspector is selected, at least one of the performance inspectors shall be selected for the performance of the performance examiner.
The performance inspector cannot be:
(1) a legal person and not a minor or who has been assigned a trustee whose viability is limited or in bankruptcy or a business ban;
(2) a member of the board of a cooperative or an executive or equivalent person in another entity belonging to the same group;
(3) the person entrusted with the management of the cooperative's accounts or funds or control of the management of funds;
(4) the service in relation to the cooperative or the person referred to in paragraphs 2 or 3;
(5) the person who has a financial guarantee, a guarantee or other similar benefit from the cooperative or its managing authority or which has given such a benefit to the latter; or
(6) the spouse, brother, sister or person directly in the ascending or condescending relationship of the person referred to in paragraphs 2 or 3.
The performance auditor shall have a knowledge and experience of economic and legal affairs as is necessary in relation to the quality and extent of the cooperative's activities.
The operator shall be independent in the performance of the performance audit. Where the conditions for an essential part of an independent activity are lacking, the performance inspector shall refuse to accept or give up the task.
Performance audit includes a cooperative economic and administrative audit in terms of the quality and scope of the cooperative activity of the cooperative.
The performance audit report shall be issued by the Executive Officer for each financial year and signed. The performance audit report shall identify the audited financial statements.
The performance audit report shall contain an opinion on whether:
(1) the financial statements of the cooperative's income, expenses, assets, equity, liabilities and securities issued by the cooperative; and
(2) the main elements of the activity report on the matters referred to in Articles 5 to 8 of Chapter 8.
If the performance inspector is unable to deliver an opinion, the performance audit report shall be reported by the performance inspector. The performance audit report may provide the necessary additional information.
The performance audit report shall be noted in the performance audit report if the inspection has shown that a member of the Board of Directors, the Chairperson, the Vice-President, or the Executive Director shall:
(1) committed acts or omissions which may result in a liability for damages against the cooperative; or
(2) infringed this law or the statutes of the cooperative.
The performance audit report shall be submitted to the Cooperative Government no later than two weeks before the meeting of the cooperative where the annual accounts must be presented for endorsement.
The Executive Officer shall have the right to receive a premium from the cooperative. The cooperative shall also bear the costs of other performance audits.
The Executive Board's Board of Directors and the Executive Director shall provide the Executive Officer with an opportunity to carry out the inspection to the extent that he considers it necessary and shall provide such clearing and assistance as requested by the Executive Inspector. The subsidiary body of the subsidiary has the same obligation to the performance inspector of the emo.
The Executive Officer shall have the right to be present and to exercise the power of speech at a government meeting and a cooperative meeting dealing with matters relating to his or her duties. The performance inspector shall be present at the meeting if the matters dealt with are such that his presence is necessary.
At the request of the Cooperative Assembly, the operator shall provide more detailed information on matters which may affect the assessment of the matter addressed at the meeting. However, information may not be provided if the provision of such information would cause a significant disadvantage for the cooperative.
At the request of a member of the cooperative, the operator shall provide the cooperative with all information relating to the cooperative, provided that it does not give rise to material injury to the cooperative. Otherwise, the operator may express his/her duties in the performance of his/her duties:
(1) from which the performance inspector shall declare or recite under the law;
(2) whose authority, court or other person is entitled under the law to obtain information;
(3) for which the cooperative has given its consent;
(4) which has become public knowledge; or
5) if it does not harm the cooperative.
The liability of the operator for damages is laid down in Chapter 25.
A member shall have the right to a cooperative with a maximum of ten members, access to the accounts of the cooperative and other documents relating to the cooperative activity to the extent required by Article 27 (1) of Chapter 5. Evaluation.
The Board of Directors may refuse access to the right of scrutiny if it constitutes a material disadvantage for the cooperative. The obligation of the Government to provide material injury to the statutory auditor rather than the Member is subject to the provisions of Article 27 (3) of Chapter 5. However, the time limit for the submission of information and the opinion of the auditors shall be calculated.
The Member shall have the right to use the assistant and, after reimbursement of the costs incurred by the cooperative, to obtain copies of the records and documents. The government may prohibit the use of a non-auditor as an assistant.
A Member or an assistant shall not disclose or use the information he receives in the manner provided for in this Article, where the disclosure or use of information may give rise to material injury to the cooperative.
A Member may apply for a specific check on the management and accounting of the cooperative from the regional administrative office of the cooperative from the management and accounting of the cooperative for the period ending in a given period or for certain measures or circumstances. It is required that the proposal has been examined and supported by the cooperative within the meaning of paragraph 2. The application to the regional administrative authority shall be made within one month of the meeting of the cooperative.
The proposal for the submission of an inspection shall be carried out at a meeting of the cooperative or at the cooperative meeting in which the meeting is to be considered. Applications may be made if Members who have at least one quarter of the total number of members or one third of the votes of the members represented at the meeting have supported the proposal.
The Regional Administrative Agency shall consult the cooperative government and, if the application is applied to the measures of a particular person, this person. The application shall be granted if there are serious reasons for the submission of the inspection. The Regional Administrative Agency may assign one or more special inspectors. The order may be implemented in the absence of legal force.
The special inspector must be a natural or audit firm. The special inspector shall have a knowledge and experience of economic and legal matters as well as the quality and extent of the audit function necessary for the performance of the task. As for the auditor, Articles 6 to 9 and 26 of Chapter 26 and Section 7 of Chapter 2 of the Court of Auditors, Chapter 3, Articles 9 and 10, Chapter 4, Sections 6 to 8 and Section 3 of Chapter 10 apply to a special inspector.
L to 11/08/2015 Article 16 shall enter into force on 1 January 2016. The previous wording reads:
The special inspector must be a natural or audit firm. The special inspector shall have a knowledge and experience of economic and legal matters as well as the quality and extent of the audit function necessary for the performance of the task. As for the auditor, Articles 6 to 9 and 26 (3) of Chapter 26 and Articles 8, 18, 19, 24 to 26 and 51 of the Court of Auditors shall apply to the special auditor.
A special inspection shall be issued to the Cooperative Assembly. The opinion shall, for a period of at least one week before the meeting of the cooperative, be held by the members of the cooperative's headquarters or on the website, without any delay being sent to the Member who asks for it, and shall be placed at the meeting of the cooperative.
The special inspector shall have the right to receive a premium from the cooperative. The cooperative shall also bear the costs of the other specific inspection. However, the Court may, for special reasons, oblige the applicant to reimburse, in whole or in part, the applicant for its expenses.
The equity capital of the cooperative is divided into tied equity and free equity. The equity capital, the reserve fund and the share capital and the revaluation reserve in accordance with the Accounting Act, the fair value fund and the revaluation fund are tied capital. Other funds and the surplus for the accounting year and the previous financial years are free equity.
If, according to the rules, the purpose of the cooperative is to generate profits, the surplus can be designated as a profit and a loss of the deficit.
Before the entry into force of this Act, the High Resources Fund and the repealed Cooperative Act (1488/2001) Chapter 6 of Chapter 6 The consignment referred to in paragraph 3 is governed by the law on the entry into force of the cooperative law (12/02/2013) .
In addition to this chapter, the distribution and use of equity is set out in Chapters 16 to 19.
In the case of an investment-free equity fund, it shall be included in the subscribed capital of the share and share of the share price, which is not included in the share capital or share capital of the Treaty, rules or sections, or share capital decisions; and Which, according to the Accounting Act, does not constitute a foreign capital, as well as any other equity investment not included in the rest of the fund. The Fund shall also indicate the amount in which the share capital or share capital is reduced and which is not used to cover the loss or the distribution of funds.
The financial statements and the annual report shall be drawn up in accordance with the accounting law and the provisions of this Chapter.
The cooperative's financial accounts shall be governed by the Treaty or the Statute. Even when the ledger is not governed by the rules, it is decided by a cooperative meeting. The amendment will enter into force once it is registered.
The report shall always contain the information required by this Act. However, the corresponding information may be disclosed in the form of notes to the accounts, unless otherwise provided for in the Accounting Act.
The report must include a government proposal for measures concerning the surplus of the cooperative, and a proposal for a possible distribution of the rest of the free capital.
The report shall indicate:
(1) the number of shares and shares of the cooperative and the principal provisions of the rules for each species;
(2) the cooperative share capital, broken down by type of co-operative; and
(3) the principal borrowing conditions and the outstanding interest on loans.
The report shall indicate the foreign branches of the cooperative.
The report shall separately identify the cash loans, liabilities and contingent liabilities for the cooperative and their main conditions if the sum of the loans, exposures and contingent liabilities exceeds eur 20 000 or 5 % respectively. Equity of the cooperative's balance sheet.
A cooperative and another person are considered to belong to each other if the other is able to exercise control over the other, or be able to exercise considerable influence in its economic and business decision-making.
The report shall include a description of:
(1) where the cooperative has become an emo cooperative, it has been the receiving cooperative in the form of a merger or division or is divided;
(2) the proportion of the marking on the basis of the financial statements or the previous financial statements for the amounts to be returned and the drawback points by the cooperative species;
3) the principal content of a payment or a public limited liability decision or a rule of law, as referred to in Article 6 of Chapter 9;
(4) the main content of the decision on the granting of special rights in respect of the options referred to in Chapter 10, Section 3, and other specific rights for shares or shares;
(5) the principal terms and conditions of an indication based on special rights acquired by the cooperative in the past and on other equity and shares; and
6. On the Government's existing mandates for shares and shares, as well as on the authorisation of special rights for options and other equity and shares.
The report shall include the information referred to in Section 6 of Chapter 2 and Article 13 of Chapter 9 of Chapter 9 of the operational report.
The annual report shall indicate the share and share of the shares:
(1) the total amounts of shares and shares of the cooperative and its subsidiaries, together with the total number of shares and shares of the cooperative, together with the proportion of the total number of votes they generate;
(2) the shares and shares of the cooperative who entered the cooperative during the financial year and the shares and shares of the co-operative part, and the disposal and cancellation of the shares.
The annual report shall include the following information concerning the shares and shares and shares of the co-operative part of the co-operative for the financial year of the cooperative:
1) how the shares and shares have entered the cooperative or how they have been transferred;
(2) the number and proportion of shares and shares in all shares and shares; and
3) paid in consideration.
The shares and shares held by the cooperative and shares shall be reported separately. If the units and shares have become part of the cooperative's neighbouring area or have been transferred to the related party, the associated names shall be mentioned.
In addition to the rest of the consolidated financial statements, the provisions of this Chapter shall be respected.
The Emo cooperative shall always draw up consolidated financial statements if it distributes funds to members or to owners of a share or share. However, no consolidated financial statements need to be drawn up if the cooperative has been exempted from the obligation to draw up consolidated financial statements in accordance with Article 1 (4) of Chapter 6 of the Accounting Act.
The annual accounts and the activity report shall be registered by the cooperative within two months of the adoption of the financial statements. The notification shall be accompanied by a copy of the audit report and the consolidated financial statements, together with a written declaration from the Board member or the Executive Director concerning the date of validation of the financial statements and the The decision of the Cooperative Assembly.
If the obligation laid down in paragraph 1 is not fulfilled, the registry authority may oblige the Executive Director or a member of the Board of Directors to fulfil the obligation in the period laid down. The decision to impose a periodic penalty payment shall not be lodged by the registry authority. The obligation for a registry administrator to impose or withdraw a business register as a result of failure to act is governed by Article 4 (1) of Chapter 23.
The Accounting Board, as provided for in Article 2 of Chapter 8 of the Accounting Act, may issue guidelines and opinions on the application of the provisions of this Act concerning the preparation of the annual accounts and the activity report.
If the cooperative is controlled by another domestic or foreign entity or a foundation within the meaning of Section 5 of Chapter 1 of the Accounting Act, the cooperative is a subsidiary of the parent cooperative and is controlled by a subsidiary. The parent cooperative and its subsidiaries form a group.
The cooperative has control over another entity or foundation, even where the cooperative, together with one or more of its subsidiaries, or the subsidiary alone or in association with other subsidiaries, is in Section 5 of Chapter 1 of the Accounting Act; To be controlled by it.
The provisions of Chapter 1, Chapter 1, of the Accounting Act, which provide for the accounting obligation, apply to the abovementioned cooperative, and what is provided for in that Article for the target company, shall apply to the second domestic or foreign community referred to above. Or the foundation.
A member shall take one share.
The rules may stipulate that a member of the cooperative shall take a number of shares or units in addition to shares and the addition and reduction of that obligation. In such cases, the rules shall specify the reasons for the addition or reduction of the obligation. The subscription and the time and manner of the new shares and shares shall be laid down in the rules or in the decision of the Cooperative Assembly.
The rules may stipulate that a member of the cooperative or any other person has the right to receive shares or shares. In such cases, the rules shall specify the grounds for the right. The subscription and the time and manner of the new shares and shares shall be laid down in the rules or in the decision of the Cooperative Assembly.
For the purposes of this Chapter, the cooperative may issue new shares and shares or dispose of its own shares and shares held by it.
On the basis of the order of the order or the decision of the cooperative, the cooperative may issue new shares and dispose of its own contributions ( Cooperative ) And to issue new shares or to surrender their own shares ( Share ).
Okisses and shares may be given a significant fee to the Member and to the other ( Contribution to the payment of a fee, a contribution ) Or free of charge ( Free share contribution, free of charge ) The member, the owner and the share owner and the cooperative himself.
If the share or share issue is based on the rules, the rules shall specify the criteria for the provision of shares or shares. The subscription and the time and manner of the new shares must be specified in the rules or in the decision of the cooperative meeting. The adoption of new shares shall be decided by the body of the cooperative, unless otherwise provided for in the statutes.
The cooperative meeting shall be decided at a meeting of the cooperative, unless the rules provide otherwise, as provided for in Article 2.
The decision of the Cooperative Assembly, which provides for a maximum number of contributions by type of cooperative, may also be authorised by the Board of Directors in order to determine, in full or in certain respects ( Cooperability ). The authorisation may also apply to share-issued ( Public limited liability ). The partial authorisation shall be declared to be registered without undue delay, but no later than one month after the decision. Unless otherwise specified in the mandate, it shall remain in force for the time being. Unless otherwise decided, the new Cooperative Mandate shall revoke the previous authorisation and the new share-of-share mandate.
At the invitation of the meeting of the cooperative meeting and the meeting documents, they shall be kept and sent in Section 19 to 24 of Chapter 5.
In relation to the acquisition and share of shares, the members and shareholders of shares and shares are privileged shares and shares in the same proportion as they already have shares and shares in the cooperative.
Where the cooperative has different shares and shares, the privilege shall be exercised by providing the shares and shares of all share and share species in relation to the species and by offering the shares and shares of each of the shares and share classes to members and shares, and Share holders in the same proportion as they already have shares and shares.
Rules may differ from paragraphs 1 and 2.
The decision of the Cooperative Society for Cooperative Society meeting may derogate from the privilege provided for in Article 4 ( Directed, directed towards a share ), where there is a financial reason for the cooperative. In assessing the acceptability of the planned authorisation, particular attention shall be paid to the relationship between the marking and the fair price ratio. A planned share contribution and a limited share may be free of charge only if, in the interests of the cooperative and in the interest of all its members and its shareholders, and in the interest of the shareholders, a particularly weighty economic reason.
If the Board of Directors proposes that a meeting of the cooperative should decide on a share or a directed share or an anti-equity or share-share mandate which does not exclude the right of the government to decide on a directed share or share, It shall be mentioned in the invitation to the cooperative meeting. Such a decision shall be taken by a qualified majority within the meaning of Article 29 of Chapter 5.
As a derogation, it is not considered that, in order to facilitate the implementation of the authorisation, it is decided to grant a subscription to each of the allowances only the maximum amount which is divisible by the amount and the amount of the shares, and to sell the rest. The rights of the regulated market or public auction within the meaning of the Law on Trade in the form of a regulated market or public auction in such a way as to account for the allocation of the funds received at the latest by the end of the subscription period; Related.
The decision on the payment of a contribution or of a share-in-share shall state:
(1) the number or maximum number of shares and shares to be issued and the number of shares and shares, whether or not new shares or shares held by the cooperative;
(2) who has the right to subscribe, in addition to shares and shares in shares or shares, with a justification as to why there is a difference between the interests of the members and the interests of the shareholders and the holders of shares as referred to in Article 5 (1); Reason;
3) the amount to be paid for the share and the share of the shares ( Labelling price ) And the reasons for its determination; and
4) the payment period for the share and share.
In addition, if all persons who are entitled to appear on the label do not represent their units and shares in a meeting of the holding or share holding, the decision shall also mention:
(1) the subscription period for shares and shares; and
(2) in the case of a non-allocated component or share, the period in which the labelling entitlement is to be exercised.
The period referred to in paragraph 2 (2) shall not end until two weeks have elapsed since the start of the subscription period.
The subscription price paid for the new contribution shall be marked as an increase in the equity capital, unless it is provided for in the cooperative decision to have a full or partially invested capital fund or as otherwise provided in the accounting law.
The subscription price paid for the new share shall be marked as an increase in the share capital, unless it is provided for in the share-interest decision, in full or in part, as otherwise provided in the equity fund or in the accounting law.
The amount to be paid out of the part of the cooperative's possession and the amount to be paid for the share shall be credited to the invested capital fund unless it is determined in full or in part in the share capital decision, or in part, in the equity capital; or In the case of share capital or in the accounting law.
A public limited liability decision shall be registered if new shares are issued in the form of shares. The notification shall be made without undue delay, but no later than one month after the decision.
If it appears that new shares are given less than the maximum amount in accordance with the decision, the change may be declared to be registered.
Before the start of the subscription period, the members and the owner of the share and share holder who, according to the decision referred to in Article 6 (2), are entitled to a share or share shall be notified of the decision in the same way as the invitation to the cooperative Delivered. At the same time, it is necessary to indicate how and in what period the member and the owner of the share and share must act if he wishes to exercise his/her right.
The notification referred to in paragraph 1 shall not be required if:
(1) the corresponding information is included in the meeting of the meeting of the meeting of the cooperative meeting of shares or shares, or are available at the final meeting, in which the Member or the owner of the share or share is present; or
(2) the corresponding information shall be made public (746/2012) Referred to.
The content of the share-share decision and the financial position of the cooperative referred to in Article 23 (2) of Chapter 5 shall be kept at the disposal of the members referred to in paragraph 1 of the subscription period and the shareholders and shareholders of the subscription. However, this obligation shall not be required if the cooperative has published the prospectus referred to in Chapter 4 of the Securities and Markets Act, of which the corresponding information is present.
The marking of a share and a share shall take place with evidence. The marking shall indicate the label on which the label is based and the shares or shares which are the subject of the label.
The cooperative shall not dispose of its subscription price. If the cooperative is declared bankrupt, it will fall into bankruptcy.
Unless otherwise specified in the share or share antiquities decision, the entry price may be offset by the asset only with the agreement of the Board of Directors.
The price to be paid in the money shall be paid into an account of a branch or foreign credit institution which is eligible for the reception of a deposit bank or a foreign credit institution entitled to the receiving of deposits in Finland.
Where the subscription price is paid in whole or in part, in whole or in part, the property shall at the time of delivery have at least the corresponding financial value for the cooperative. A commitment to perform a job or service cannot be an apportionment.
The payment of the marking shall be indicated in the decision on the share and share antiquities. The decision shall also contain a statement identifying the apportionment of the apportionment and the payment of the fee and the valuation of the assets and the valuation of assets. If the provisions of this paragraph have not been complied with, the meaner shall have the obligation to show that the property had an equivalent economic value for the cooperative. The missing amount must be paid to the cooperative in the money.
If the price of the subscription is paid under the same conditions that the cooperative acquires assets for consideration, the purchase shall be subject to the payment of the payment by the apports.
The Board of Directors may establish a right to a share and a share of the shares if the subscription price plus interest on late payment has not been paid out, and the government has not given the signer more payment time. In this case, the Board of Directors may issue a subscription right to another or cancel out a new share and a share.
Any person whose entitlement to a share has been lost pursuant to paragraph 1 shall be obliged to pay the cooperative, in addition to the possible collection costs, as compensation for a tenth share of the subscription price.
The subscribed new shares may be declared to be registered when they are fully paid and any other marking conditions have been met. In such a case, the shares must be registered without undue delay and, where appropriate, in more than one instalment, taking into account the rights of the holders of shares on the one hand and the costs of notification to the cooperative on the other. In addition, after more than one year after the start of the subscription period, the registration of new shares shall be made immediately after the end of each financial year. When notifying a new stock, a possible increase in share capital based on the subscription price of the share shall also be indicated.
The shares shall be notified for registration within five years of the share-of-share decision, unless a limited period has been fixed for a limited period of time, or it shall lapse.
The register shall be accompanied by a declaration by the members of the Board of Directors and the managing director of the compliance of the shares with the provisions of this Act. The register shall also be accompanied by a certificate issued by the cooperative auditor that the provisions of this Act concerning the payment of shares have been respected. If, according to the law or rules, the cooperative is not obliged to choose an auditor, the payment of the shares must be accompanied by another explanation.
In addition, if the share has been paid in the form of an apportionment, the registration declaration shall always be accompanied by an auditor's opinion on the statement referred to in Article 13 (2) and whether or not the property was at least equivalent to the economic value of the contribution to the cooperative.
The new stock shall bear the rights of the shareholder to be registered, unless the share antiquity decision provides for a later date. However, the shares will bear the rights of the owner of the share at the latest one year after registration.
The shareholder may not, after registration, be able to rely on the fact that the condition relating to the label has not been fulfilled.
In the case of own shares held by the cooperative, the stock may not be released until the transfer is fully paid. The management or the value of the share book shall not be transferred to the transferee before that date.
The non-contributable component decision shall state:
(1) the number or maximum number or maximum number of shares and shares in the share and share of shares, whether new shares or shares held by the cooperative; and
(2) who has the right to receive, in addition to the shares and shares and in the free movement of shares, in addition, the reasons why the interests of the members and the interests of the members and of the shareholders and of the shareholders are to be excluded from the scope of Article 5 (1); A particularly weighty economic reason.
A non-contributable share-ant decision shall be registered if new shares are issued in the event of a share. The notification shall be made without delay after the share decision. If it appears that new shares are given less than the maximum amount in accordance with the decision, the change may be declared to be registered.
Shares shall be reported to be registered without undue delay and, where appropriate, in more than one instalment, taking into account, on the one hand, the rights of the shareholders of the shares and, on the other, the costs of the notification to the cooperative.
The new stock will produce the rights of the shareholder to be registered, unless the share antiquity decision provides for a later date. However, the shares will bear the rights of the shareholder no later than one year from the date of registration.
If, in the case of a non-remunerative share or share, a share or share book, or a share or share-ticket, or a share or share, or a share or share, is not required within 10 years In the case of a cooperative decision or registration of a public limited liability decision, the cooperative meeting may decide that the right to a share or a share and the rights deriving from it are lost. The shares and shares held by the cooperative are subject to the shares and shares held by the cooperative.
The cooperative may decide on a non-remunerated proportion of shares to the cooperative so that the shares and shares held by the cooperative are subject to shares and shares held by the cooperative. Of the Directive. Such a share and share issue shall not be subject to the provisions on the share and share of shares.
Where there is a financial reason for the cooperative, the cooperative may, as provided for in this Chapter, provide Special rights Which entitling them to receive new shares or shares or shares or shares held by the cooperative. The rightholder may have the right to choose whether or not to hold shares or shares ( Option-law ). The right may also be associated with the commitment of the share or share.
A special right may be granted to the creditor of the cooperative, in such a way as to include a condition relating to the use of the creditor's claim or the marking of the share price of the share.
The adoption of specific rights will be decided at a cooperative meeting.
The decision of the Cooperative Assembly, which provides for a maximum number of contributions and shares per share and sub-share, may also authorise the administration, in full or in some cases, of the granting of special rights. The authorisation to grant rights to shares shall be declared to be registered without undue delay, but no later than one month after the decision. Unless otherwise specified in the mandate, it shall remain in force for the time being.
The decision referred to in paragraphs 1 or 2 of the cooperative meeting shall be taken by a qualified majority within the meaning of Article 29 of Chapter 5. At the invitation of the meeting of the cooperative meeting and the meeting documents, they shall be kept and sent in Section 19 to 24 of Chapter 5.
The decision to grant special rights shall state:
(1) the shares and shares to which each specific right confers the right, and whether new shares and shares held by the cooperative are issued;
(2) the number or maximum number of specific rights to be issued;
(3) who has the right to acquire or subscribe to special rights;
(4) where special rights are given in return for consideration, their subscription or other consideration, marking and payment times;
5) subscription, subscription times and payment times for units and shares;
(6) the reasons for giving rise to a weighty economic reason within the meaning of Article 1 (1) and the justification for the determination of price-marking prices or any other consideration and share and share marking prices; and
(7) the role of special rights to be given in the provision of new shares and shares, increases or reductions in the marking price of shares and shares, in the event of a reduction in the number of shares and shares, when exercising the rights under this Chapter; By virtue of the decision, the allocation of the cooperative's resources within the meaning of Article 1 (1) of Chapter 16, the acquisition of special rights for the cooperative, the merger between the cooperative society and the distribution of the cooperative, and the conversion of a cooperative to another To the form of enterprise.
Unless otherwise specified in the decision, the right holder's right to be redeemed in a merger and division shall also be subject to the provisions of Chapter 20, Section 14, Article 14 and Article 4 of Chapter 22.
The potential marking price of special entitlement shall be credited to the fund of free equity, unless it is provided for in the Decision as a significant increase in equity or share capital.
The decision to grant special rights to the shares shall be declared to be registered without undue delay, but no later than one month after the decision.
If it appears that the special rights or shares which confer rights on the shares are given less than the maximum amount in accordance with the decision, the change may be declared to be registered.
The labelling of special rights must take place with evidence. The labelling shall indicate to which of the cooperative's decision the label is based on and the rights which are the subject of the label.
In accordance with Articles 11 to 13 and 14 (1) of Chapter 9, the payment of subscription fees, money charges and apportication shall apply to the payment of any subscription or other consideration to the cooperative, Penalties for late payment. The provisions referred to in those articles relate to the decision on the share and share of shares, as referred to in Article 3.
The provision of dividends and shares shall, by the way, be subject to Articles 7 and 10 to 17 of Chapter 9 for the payment of the share and share of the shares. The provisions referred to in those articles relate to the decision on the share and share of shares, as referred to in Article 3.
However, in the case of the issue of shares under this Chapter, the deadline laid down in Article 15 (2) of Chapter 9 for the registration of new shares shall not apply.
The share capital may be increased by:
(1) the full or partial subscription price for shares, shares, or other specific rights, as provided for in Chapters 9 and 10, by subscriptions to shares, shares, or other specific rights;
2) by transferring funds from equity to equity capital or transferring equity capital and reserves as equity capital ( Fund increase ); or
(3) by subscription to share or share capital, which, except in the case referred to in paragraph 1, shall be invested in the cooperative, under conditions that are entered in the share capital ( Equity capital investment ) Or share capital ( Share capital investment ).
The fund increase will be decided at a cooperative meeting.
The decision of the Cooperative Assembly, which provides for a maximum rate of increase, may also be authorised by the Board of Directors to decide on a fund increase. The authorisation to increase the share capital fund shall be declared to be registered without undue delay, but no later than one month after the decision. Unless otherwise specified in the mandate, it shall remain in force for the time being. Unless otherwise decided, the new authorisation shall revoke the previous authorisation.
The decision on the increase in the fund shall indicate the amount of the mark-up and what resources are used for the increase. At the invitation of the Cooperative Assembly and the meeting documents, they shall be kept and sent in Section 19 to 24 of Chapter 5.
An increase in share capital or share capital based on equity or share capital is decided by the government. The decision shall indicate the amount of the mark-up and the investment to which the mark-up is based.
Articles 11 to 13 of Chapter 9 provide for subscription fees, money charges and apportication. In this respect, the provisions of the above articles relate to the decision to increase the share capital and share capital.
For the purpose of registration of the increase in the share capital when the share capital is increased for the subscription price of new shares, Article 15 of Chapter 9 provides for an increase in the share capital.
A share capital increase other than those referred to in paragraph 1 shall be reported to be registered without delay after any payment has been made to the cooperative and the terms of the mark-up have already been fulfilled. The register shall be accompanied by a declaration by the members of the cooperative's Board of Directors and the managing director of the compliance with the provisions of this Act concerning the increase in the share capital. The registration declaration shall also be accompanied by a certificate stating that the provisions of this Act concerning the payment of share capital have been complied with. If, according to the law or rules, the cooperative is not obliged to choose an auditor, the payment of the share capital shall be accompanied by another statement.
In addition, if an increase has been paid in the form of an apportionment, the registration declaration must always be accompanied by an auditor's opinion on the clearing referred to in Article 13 (2) of Chapter 9 and whether the property had at least the corresponding financial value. To the co-operative.
The share capital is increased when the increase is registered. After registration, the payer cannot rely on the legal action to invoke the fact that the condition relating to the proceedings has not been fulfilled.
The cooperative may take a loan ( Capital loan ), which:
(1) capital and interest shall be paid in the liquidation and bankruptcy of the cooperative only by subordinated debt to all other liabilities;
(2) capital may otherwise be repaid and interest paid only in so far as the amount of the free equity of the cooperative and all the subordinated loans at the time of payment exceeds or reproduces the cooperative's last financial year; The amount of loss in the balance sheet of the financial statements; and
(3) the payment of principal or interest shall not be given by the cooperative or its subsidiary.
Article 4 (3) of Chapter 27 and Article 1 (3) of Chapter 27 shall apply to the repayment of capital, the payment of interest and the provision of a guarantee against Article 1 (1).
The provisions of this Article shall not apply in the case of a creditor protection procedure referred to in Article 18 (2), Chapter 20, Article 6 or Article 6 of Chapter 21 or Article 7 of Chapter 22. However, the amount to be paid to the creditor of a capital loan shall be paid or lodged only after the measure requiring the protection of the creditors is registered. With the agreement of the creditor of the capital loan, the capital loan may be used to pay the increase in share and share capital, be converted into equity or used to cover the loss of the cooperative.
The capital loan shall be made in writing. The change in the terms of the loan or the provision of a guarantee is invalid if it is contrary to Article 1 (1).
If interest on a capital loan cannot be paid, the interest shall be passed on on the basis of the first annual accounts on the basis of which it can be paid.
Capital loans are equal to the equity of the cooperative, unless otherwise agreed between the creditors of the cooperative and the capital loans.
Capital loans shall be entered as a separate item on the balance sheet.
Unless otherwise specified in the terms of the loan, the capital loan shall not be included in the amount of the share, the supplement or the subscription to the subscription to the subscribed capital of the share.
The rules may stipulate that the cooperative meeting may decide on the need to collect additional payments in the course of the cooperative's activities. In such a case, the rules shall also include the criteria for the obligation to pay and the maximum amount of additional fees that may be imposed on the member during the accounting year. An additional payment shall not be returned unless the rules provide otherwise.
The additional payment shall be made in one or more instalments within a reasonable period of time determined by the cooperative meeting.
If the cooperative is liquidised or declared bankrupt, the liquidators or the bankruptcy may be required to charge an additional fee only if it had to be settled before liquidation or liquidation.
The new member shall be obliged to pay an additional fee, unless the time of its entry into office has expired.
Before adopting a new member, the Board of Directors shall ensure that the applicant is informed of the fee referred to in paragraph 1.
Notwithstanding the end of membership, a former member shall be obliged to pay an additional payment for the financial year, at the end of the membership, of which it was decided before the end of the membership.
Where the right to a share has been transferred to another person who, pursuant to Article 2 (4) of Chapter 3, has been accepted as a member, who is required under Article 2 of this Chapter, to pay an additional fee, a former member or The estate of the deceased and the new Member, on their own behalf and on behalf of each other, for the payment of such an additional fee.
The rules may stipulate that the members are responsible for the debts of the cooperative in the event that the own resources of the cooperative in the event of bankruptcy or liquidation are insufficient to repay debts ( Additional payment obligations ).
In such cases, the rules shall provide for a supplementary obligation to pay, whether the obligation to pay is limited or limited and the amount of limited liability.
The obligation to pay additional charges shall be laid down in the statutes for all members on the same basis and for the same size, or, where the amount of the additional payment is determined by the number of units or any other calculation criterion, per base unit.
The new member is also liable for the debts owed to him by the cooperative.
Before adopting a new member, the Board of Directors shall ensure that the applicant receives an additional payment obligation laid down in the rules.
Notwithstanding the end of membership, a former member shall be obliged to pay an additional fee if the cooperative is liquidating or bankrupt within one year of the end of the financial year in which the membership ended.
The obligation to pay does not apply to the debt whose criterion is incurred after the end of membership. If, as referred to in Section 5 of Chapter 3, the rightholders of a deceased member have exercised the right of a deceased person in the cooperative, the additional payment obligation shall also apply to the debt which arose during the exercise of the right. Rifles are only responsible for these debts with the estate's assets.
The former member and his successors shall be subject to what is laid down in this Chapter for a member of the additional payment obligation.
The fee payable on the basis of the additional payment obligation shall not be paid in the way that the member has a cooperative.
If the members are required to pay an additional fee, the cooperative's Board of Directors shall retain the approved applications until the membership is completed. The Board of Directors shall keep the notices of resignation for three years.
If the members are required to pay an additional fee, the notice of resignation shall be doubled, one of which shall be returned to the Member. An indication of when the notification has become available to the government or to the person designated by the government to receive such declarations shall be made.
If the rules are amended to reduce or eliminate the additional obligation to pay, at the same time it may be stipulated that the additional payment obligation shall continue to apply to the debt, the basis of which is before the change enters into force.
If the members are required to pay an additional fee and in the course of the liquidation of the cooperative, it is clear that the cooperative's debts exceed the assets and the debts may be paid by the succession, the liquidators shall immediately convene a meeting of the cooperative Decide on the recovery of the additional charges.
The clearing members shall present a written report on the financial condition of the cooperative, the list of assets and liabilities, and a statement of the additional charges to be recovered based on the value of the list. The funds shall also be included in the list of likely disposal costs minus the separate costs resulting from the transfer.
Unless the meeting of the cooperative in liquidation decides to charge additional fees, the liquidator shall immediately forfeit the property of the cooperative. The property of the cooperative shall also be declared bankrupt if the full amount of the shortfall has not been paid to the cooperative within 60 days of the meeting, which decided to levy additional charges.
If the cooperative goes bankrupt after a decision has been taken on the recovery of the additional charges, the implementation of the decision shall not be continued.
If the assets of a cooperative of a cooperative whose members are subject to additional payment are not sufficient to pay off debts after adjustment of the debts of the assets and other uncontested assets, the bankruptcy administration shall: The statement of reasons for the additional levy to cover the shortfall.
For the purposes of the bankruptcy law, the calculation shall be made in bankruptcy law. (2003) At a meeting of creditors convened in accordance with the provisions of the Treaty. Members of the cooperative shall be invited to a meeting of creditors in the same way as an invitation to a meeting of the cooperative.
If the additional payment obligation is different from the different commitments and the amount paid is insufficient to meet all the commitments, the accumulated payments shall be divided between the commitment groups on the basis of the criteria laid down in the rules for additional payments. The recovery.
Where the additional payment obligation is unlimited, in accordance with the provisions of this Chapter, the member shall be called upon to bear, in accordance with the number of members, the future amount of the bills for which the purchase takes place. The rules may provide for other criteria for the purchase.
In addition to the amount required for the purchase of the additional charges referred to in Articles 8 and 9, at the same time, within the limit of the additional payment obligation, a maximum of 25 % of the shortfall may be borne.
The member may be criticised for the decision of the cooperative meeting within the meaning of Article 8 by bringing an action against the cooperative. The action shall be instituted within 30 days of the submission of the calculation at the cooperative meeting.
A Member or a creditor may criticise the statement of purchase referred to in Article 9 by bringing an action against the bankruptcy regime. The action shall be instituted within 30 days of the meeting of the creditor in which the calculation was made.
As soon as the statement of accounts is calculated in accordance with Articles 8 or 9, the liquidator or the bankruptcy administration shall require the members to pay the amount of the payment to be paid within 30 days of delivery of the claim to them in the same way. Like an invitation to a cooperative meeting. At the request of the liquidator or of the bankruptcy administration, the repo shall recover the outstanding payments on the basis of the calculation of the dividend, as provided for by the enforcement of the judgment. Such recovery may be provided, even if the purchase has been mowed, but the amount charged may be increased only against the deposit or guarantee.
If, according to a certificate issued by the bailiff, the member is not immediately entitled to be charged the amount to be paid, the liquidator or the bankruptcy administration shall assign the missing amount to the other members within the limits of the additional payment obligation; and Recover it from them as provided for in Article 14.
If the cooperative meeting has decided to collect additional payments within the meaning of Article 8 and the member has made more payments to the cooperative in accordance with the calculation of the contribution, the cooperative shall repay the member too The amount of the assets which, according to the statement of purchase, will be recovered from other members. If the cooperative has been declared bankrupt before the amount of the member's excess has been repaid, the amount shall be taken into account in the calculation of the liquidation in the event of bankruptcy and shall be repaid from the amounts recovered on the basis of that statement. This presupposes, however, that the amount of the Member's excessive number may be returned to him without infringing the rights of the creditors.
In the Act on the system of cooperative societies and the clearing and settlement system, the share of shares and shares (12/09/2012) Shall be governed by the statutes of the cooperative.
The beneficiary of a qualifying holding scheme shall not have the right to use the rights of the share or share of the shares in the cooperative before he is included in the list of members and owners referred to in Article 3. The exercise of the rights of the registered shareholder is governed by Article 1 (2) of Chapter 8 of the Law on the Law of Sharing and Settlement Systems.
The right to participate in a cooperative meeting is only a member who is eight working days before the meeting of the cooperative ( Date of reconciliation of the cooperative meeting ) Entered in the list of members as the owner. In addition, the owner of the holding or the share holder may, on a temporary basis, notify a significant member of the list of members and owners for participation in a meeting of the cooperative if, on the basis of a holding, the member is entitled to be listed in the list of members On the day of the reconciliation of the cooperative meeting. Notification of the temporary indication shall be made at the latest at the time of the meeting of the cooperative meeting, which shall be after the reconciliation date of the Cooperative Assembly. The changes which have occurred after the date of the reconciliation of the cooperative meeting shall not affect the right to participate in the meeting of the cooperative and the number of votes of the member.
In the case of shares or shares, the right to a share in the allocation of funds, the right to acquire new shares or shares, or any other equivalent entitlement shall be given by the person to whom the share or share falls within the allocation of funds or shares or shares The date on which it was issued or specified in any other decision. The decision to redeem the share or share may also determine the date of the reconciliation. Unless otherwise specified in the decision on the award of a share or share, in the payment of a contribution, an additional share or a share, the right to subscribe units or shares shall be recognised at the start of entitlement to the relevant book-entry account and free The share or share of the share or share to be issued shall be entered directly in the relevant book-entry account.
For units and shares in the value-share system and their owners shall be included in the central securities depository, using automatic data processing, on a list of members and owners, including the name of the owner or manager of the management registration, The identification number, or any other identification number, contact, payment and tax information, number of units or shares, by number of units or shares, and the accounting officer in the book-entry account in which the shares or shares are held.
For the purposes of the temporary entry referred to in Article 2 (2), the name and address of the owner of the share or share shall be indicated, the number of shares and the share of the shares and the share of the shares and the share of the share of the share and share of the shares in the list of shares and shares. A unique piece of information in accordance with the rules of the CSD, which should be provided in accordance with the Article 3 (2) of the The identification code referred to in paragraph 2.
When establishing or providing new units or shares with a right to a share or a share, a separate list shall be entered in the central securities depository instead of a list of members and owners ( Waiting list ) until the cooperative and share or share is registered and the full amount of the share or share has been paid. A subscription to a share or a share paid for a share shall be entered on the list by the entity or the beneficiary.
Where the transfer of a share or share is restricted on the basis of this law or rules, the notified recoveries of the list of members and owners shall be entered in the list of waiting lists rather than a list of members and owners until it has become clear that: The right of consent shall be exercised in the form of consent or the admission of the transferee. Article 6 (4) and Article 7 (4) of Chapter 4 shall apply to such shares.
Everyone has the right of access to the list of names and waiting lists in the CSD under the conditions laid down in Chapter 4, Section 16, and, if the cooperative has a communication link to the central securities depository, the cooperative head office. A copy of the list of Members and of the list of owners and of the waiting list or part thereof shall be provided under the conditions laid down in Chapter 4, Section 16. The provisions of this paragraph shall apply to the list of members and owners in accordance with the date referred to in Article 2 (2) of this Chapter until the end of the cooperative meeting.
Paragraph 1 shall not apply, however, to the identity, payment or tax information or to which the shares or shares issued by the owner of the holding or share to be sold by the owner are recorded. The amount of the shares or shares held in the CIT account in the accounting community is subject to the provisions of Section 3 of Chapter 8 of the Act on the Credit Cooperative Society and Chapter 8 of the Law on settlement activities.
In the decision of the Cooperative Assembly, which amends the rules by taking the provision referred to in Article 1 on the participation of shares or shares in a value-share system, it is necessary to specify the time during which the shares or shares are attached The system of values ( Reporting time ) or an authorised government to decide on it. The registration and registration decision shall be notified to the registration document without delay.
The cooperative shall, no later than three months before the end of the reporting period, inform the owners of the share and share of the decision referred to in Article 6. In this case, instructions must also be provided on how the owner of the share or share held by the holding or share book is to be treated in order to obtain a share or a share in a book-entry account, as well as the percentage of the shares or Other rights to the shares may be recorded.
The notification shall be submitted in the form of an invitation to the cooperative meeting. The notification shall, in addition to the rules governing the invitation to the cooperative, be sent in writing to each shareholder of the share and of whose name and address are known to the cooperative, and shall be published in the Official Journal. The notification and instructions shall also be sent to the CSD and the accounting officer.
The rules of the CSD may provide more detailed provisions for the procedure under paragraphs 1 and 2.
Where the decision referred to in Article 6 is registered and the date of registration has commenced, the holder of the share or share may require the registration of the accounting officer. The right shall be recorded in a manner acceptable to a central securities depository where the entry of each share or share into a book entry account can be settled. If a share or share book has been issued or a share book, the owner of the share or share shall be assigned to the accounting officer who is required to make a contribution, or in the share book, for the inclusion of a share or share in the value-share system.
The holder and the other rightholder may declare their entitlement to a qualifying holding account of the share or share holder. Where the owner of a share or share does not have a value-share account and the applicant presents the necessary report on its right to an accounting officer, this must be opened to the name of the owner of a share or share account, to which the share or share and the holder's right Recorded. In this case, the deposit may be recorded without the written consent of the account holder.
Where the period of registration has expired, the rights of the share or share of the shareholder shall not be exercised unless the entitlement is recognised within the meaning of Article 8 of the CIT scheme.
A share or share book or a provisional certificate shall not be issued for a share of the value or a share of the shares.
At the latest at the end of the reporting period, the CSD shall open a common value account for the members of the cooperative account, on behalf of the shares or owners of shares, whose rights are not registered within the reporting period within the reporting period. Required.
If the registration referred to in Article 8 has not been required within ten years from the date of expiry of the reporting period, the cooperative meeting may decide that the entitlement to a share or share of shares and the rights deriving therefrom shall be Lost. The share of the shares held by the cooperative or shares held by the cooperative shall be subject to the share, additions or shares held by the cooperative.
At the same time, the decision of the Cooperative Assembly to amend the rules by deleting the provision referred to in Article 1 for the share of shares or shares in the CIT scheme must at the same time determine the date on which the shares or shares are to be abolished. The system of values, or the authorising government to decide on it. The decision to delete and date shall be notified to the registration document without delay.
The cooperative shall inform the owners of the share or share of the decision not later than three months before the removal. Article 7 (2) and (3) shall apply.
Where contributions, contributions or shares are removed from the value-share system, the cooperative shall, without delay, draw up the list of members and owners referred to in Article 16 of Chapter 4, and, where appropriate, the former member, And the list of owners.
Section 8 of Chapter 4 applies to the issue of licences or shares. If, according to the entries in the share or equity account, a lien or asset or a security measure, the proportion or share of the share or share account shall not be removed from the value-entry system without giving the same share or share book, the management of which shall be disclosed The holder or the enforcement authority concerned.
The assets of the cooperative may be distributed to members and to the owners of shares only according to the provisions of this Law:
(1) the distribution of the surplus and the distribution of funds from the free equity fund;
(2) in Chapter 17, the refund;
(3) in Chapter 18 on the reduction of share capital and reserves;
(4) Chapter 4, Section 6 and Chapter 19, for the acquisition and redemption of own shares and shares; and
5) in Chapter 23 concerning the dismantling of the cooperative and the removal of the register.
In accordance with Article 10 of this Chapter, the cooperative may, in accordance with Section 10 of this Chapter, be intended not to pursue economic activities in support of members' finances or activities. The adoption of a gift under Article 9 shall be subject to the provisions of this Chapter on the distribution of surplus and other free equity to members.
The other business event, which reduces the share of the cooperative's assets or increases its liabilities without any economic justification, is illegal.
The funds must not be distributed until the cooperative is registered.
The funds shall not be distributed if the division is known or should be aware of the insolvency or insolvency of the cooperative.
The allocation of funds shall be based on the last consolidated financial statements. If the cooperative has a statutory auditor or statutory auditor, the financial statements must be audited. The division must take into account the fundamental changes in the financial position of the cooperative since the financial statements were drawn up.
Contrary to the provisions of this law or rules, the funds received from the cooperative must be returned if the recipient of the funds knew or should have known that the split was carried out in contravention of this law or rules. The amount to be returned shall be subject to annual interest rate law (633/1982) in Article 12 , in accordance with the reference rate in force.
The surplus may only be distributed to Members and to holders of shares and share holders if the rules so provide. If the criterion to be followed is not provided for in the statutes, the division will be distributed according to the use of the cooperative's services by the members.
Subject to Article 2 of the cooperative's ability to pay, the cooperative shall share the amount of the free capital minus the amount to be transferred to the reserve fund and the other rules in accordance with the rules.
Half of his share of the surplus shall be retained for the purpose of carrying out the outstanding amount, unless otherwise specified in the statutes.
The cooperative has a reserve fund. The reserve fund shall be transferred to 5 % of the surplus from the balance sheet for the financial year, minus the balance sheet loss for the preceding financial years. The reserve fund shall be raised to a minimum of eur 2 500.
The reserve may be reduced by a decision of a cooperative meeting only as provided for in Article 1 (2) and Article 1 of Chapter 18 of Chapter 11.
The allocation of funds will be decided at a cooperative meeting. Articles 19 to 24 of Chapter 5 shall be laid down in Chapter 5, at the invitation of the meeting and of the meeting documents. The meeting of the cooperative may decide to allocate more than the amount proposed or approved by the government only if it is legally obliged to do so.
The decision of the Cooperative Assembly, which provides for a maximum distribution, may also be authorised by the government to decide on the distribution of the surplus or on the distribution of funds from the free equity fund. The authorisation may be valid for a maximum of the following meeting of the next co-operative.
The decision shall state the amount of the division and the allocation of resources.
The free capital may, with the agreement of all members, also be distributed as provided for in Article 1 (1), subject to rules.
The rules may allow gifts to be given to a non-profit or equivalent purpose.
The meeting of the cooperative may decide or authorise the decision of the Board of Directors or the Board of Directors to give such a gift if the amount of the contribution can be used for the purpose of use, as well as to the state of the cooperative and to other circumstances. The rules may stipulate that the government or the Board of Directors may decide to give such a gift.
Otherwise, the government may use funds for the said purpose if their importance is limited in view of the status of the cooperative.
Where the cooperative has all or part of its purpose other than the pursuit of economic activity in order to support its members' economic and business activities, the rules shall be subject to an order. In such cases, the rules shall provide for the use of own capital in the situations referred to in Article 1 (1).
If, according to the rules, the purpose of the cooperative is to generate profits, the distribution of profit will be applied, which is what this chapter provides for the distribution of the surplus.
The cooperative shall not be allowed to provide money or security for use for the purpose of acquiring the shares or shares of the cooperative or its parent entity.
Paragraph 1 shall not apply to operations carried out within the limits of eligible assets for the acquisition of shares or shares within the meaning of Article 6 (2) of the cooperative Community workers.
The contribution shall be paid by the cooperative to the other owner or to the other holder of the rights, the amount of the refund and the amount provided for in the other rules ( Part of refund ) As provided for in this Article and Articles 2 and 3, where the proportion ceases on account of:
(1) membership has expired;
(2) a share has been made by a member or other owner; or
(3) the share of the transferor has not been accepted as a member of the cooperative or owner.
The amount of the refund shall be calculated on the basis of the amount of the paid-up capital available to the paid-in equity capital. The maximum refund shall be the amount paid on the label. In order to calculate the amount of refund and the maximum amount of refund, the rules may provide otherwise.
The capital available for refund shall be calculated in such a way that the share capital is added to the balance sheet of the balance sheet, other free capital, the use of which is not limited by the rules, as well as voluntary reserves and depreciation tax Minor less.
The amount of equity and return available to the refund shall be calculated on the basis of the financial statements to be drawn up for the financial year in which the membership ended, the cooperative was informed of the death of the member, the proportion was made redundant or the cooperative was informed The transfer of a portion of the transfer to a non-member or owner.
The refund shall be paid one year after the end of the financial year referred to in Article 1 (4), unless the rules provide for a longer or shorter period of at least six months from the end of the accounting year. The refund shall not be paid on interest from the date on which the refund is made in the cooperative, unless the rules provide otherwise or otherwise.
Where the rules provide for a deferral of a refund for more than one year from the end of the accounting year, the rules shall also provide for the rights of the former member and the holder of the rights of the holder and of the proportion of the rights of the holder to participate in the cooperative Between the end of ownership and the payment. Notwithstanding the end of ownership and the end of ownership, the former member and the owner shall be subject to Section 14 of Chapter 5 and Article 1 (2) and Article 2 (2) of Chapter 6 until the deferred repayment has been completed.
Where the rules provide for a deferral of the refund, the rules may also provide that the amount of the refund shall be calculated on the basis of the annual accounts referred to in Article 1 (4).
Notwithstanding the provisions of Article 1, the rules may provide that the right to a refund shall be maintained if the refund cannot be paid in full, as provided for in Articles 1 and 2 ( Ex post return ). In such a case, the rules shall determine which, on the basis of the financial statements or financial statements, the amount of the ex-post reimbursement shall be calculated, when the refund is made, and when the right to reimbursement shall cease. The rules shall also provide for the rights of the former member and the owner of the shares in the cooperative during the period between the payment of the refund and the termination of the membership or the cessation of membership. Notwithstanding the end of membership, the former member and the owner shall be subject to Section 14 of Chapter 5 and Article 1 (2) and Article 2 (2) of Chapter 6 until the reversion has been completed.
The amount of the refund shall be calculated in such a way as to reduce the amount of the amount to be returned to the former Member or to the amount previously returned to the owner. The amount of the refund shall be calculated on the basis of the consolidated accounts and paid in accordance with Articles 1, 2 and 4.
Where the cooperative has been liquidated or declared bankrupt or has been removed from the register before the proportion has been returned in accordance with Articles 1 to 3, the return shall be subject to Chapter 23 concerning the dissolution of the cooperative.
The meeting of the cooperative may decide on the allocation of share and share capital and reserves, the reduction in the transfer of funds to a fund of free equity or a reserve fund, and the use of a reserve for the immediate coverage of a loss to which free capital is not Sufficient ( Coverage of defeat ).
The equity capital allocated to the allocation of equity shall be governed by Articles 1 and 2 of Chapter 17 of the equity capital available. Equity capital shall be calculated on the basis of the financial statements for the financial year in which the decision to reduce the amount is registered. The same applies to the transfer to the free equity fund.
It can be decided when the cooperative is registered. Only with the agreement of the government, unless otherwise provided for in the rules, may the allocation and transfer of equity capital be decided upon by the Board of Directors.
The decision shall mention the amount or the maximum amount of the share capital or the amount of the share capital and the amount of the reduction provided for in paragraph 1. Articles 19 to 24 of Chapter 5 shall be laid down in Chapter 5, at the invitation of the cooperative and the documents of the meeting documents.
Article 34 of Chapter 5 provides for the implementation of the modification of the rules on discount. If the share capital is reduced without changing the rules, the reduction shall take effect once the decision has been taken. If the share capital is reduced without changing the rules, the reduced amount shall be paid one year after the end of the financial year in which the reduction was terminated. The rules may provide for a longer period or shorter period of at least six months from the end of the accounting year.
The decision-making process for the acquisition and redemption of its own shares and shares is laid down in Chapter 19. In the context of the decision-making process and the protection of creditors in the event of mergers, divisions, changes in the form of enterprise and dismantling of the cooperative, Chapters 20 to 23 are laid down.
If the share capital is reduced to cover loss or transfer to a fund of free equity, the cooperative shall not refund or share a corresponding reduction in the corresponding amount of the surplus and other free equity before it is a year after its financial year At the end of which the change in the rules on reduction has been registered or the reduction in equity has been decided without changing the rules. However, if the share capital, reserves or share capital has been increased by at least the amount of the reduction, the surplus may be distributed.
The creditors of the cooperative who were born before issuing the alert referred to in Article 4 have the right to oppose the reduction in the share capital and the reserve fund. However, there is no right if the amount of the reduction is used to cover the loss or if the total amount of the share capital or reserve is increased at least by the amount of the reduction.
Where a share capital or a reserve fund has been reduced to cover a loss, during the three years following the registration of a reduction, the free equity of the cooperative may be distributed to the shareholders only in accordance with the creditor protection procedure provided for in Articles 3 to 5. However, the creditor does not have the right to oppose the allocation if the total amount of the share capital and reserves has been increased by at least the reduction.
If, pursuant to Article 2 (2), the creditors have the right to oppose a reduction in the share capital or the reserve fund, the cooperative shall, within one month of the decision to reduce the share capital, be notified of the decision to reduce the share capital and apply for Article 4 Shall be issued by the registry authority or the decision shall lapse.
Upon receipt of an application referred to in Article 3, the registry authority shall issue an alert to the creditors referred to in Article 2 (2) of the Cooperative Society, stating that the creditor's right to oppose the reduction shall be given in writing. To the registry authority at the latest on the date specified in the alert. The registration authority shall publish the alert in the Official Journal no later than three months before the date of the date and shall register the alert on its own motion.
No later than one month before the date of destination, the cooperative shall send a written declaration to its known creditors referred to in Article 2 (2). Certificate of dispatch by a member of the Board of Directors or the Executive Director shall be submitted to the registry authority at the latest on the date of the deadline.
The registry authority shall inform the cooperative without delay after the date of adoption of the objections notified to it.
The registry authority shall register the reduction in the share capital or reserve if the creditor has not objected to a reduction, or where the creditor has received a payment or a secure guarantee in accordance with the Court's judgment.
If the creditor has objected to the reduction, the decision to reduce the share capital and the reserve fund shall expire one month after the date of that date. However, the registry authority shall suspend the proceedings if, within one month from the date of its adoption, the cooperative has initiated proceedings to establish that the creditor has received a payment or a security guarantee, or if: The cooperative and the creditor collectively request that the proceedings be adjourned.
The share capital and reserve fund has been reduced once the reduction is registered.
The cooperative shall, within one month, notify the registration of a decision on the reduction of the share capital which, pursuant to Article 2 (2), the creditors do not have the right to object, or the decision shall lapse. The share capital has been reduced once the decision is registered.
The reduction in the share capital and the increase referred to in Article 2 (2) of the share capital shall be recorded at the same time.
The rules may stipulate that, in accordance with Articles 3 to 5, the creditors of the cooperative, its members or shares or shareholders shall have the right to object to the modification or departure of a provision of a specific rule. Articles 3 to 5, which provide for a reduction in the share capital, shall apply to an amendment or order derogating from the rules. However, the period of one month provided for in Article 3 shall not apply.
The cooperative may decide, as provided for in this Chapter:
1) acquire its own shares and shares ( Acquisition );
(2) that the members or any other owner of a share or share shall issue shares or shares to the cooperative against free consideration or consideration ( Redemption ); and
3) to pledge its own shares and shares.
In addition, if the acquisition or redemption is carried out by means of a cooperative equity or a reduction in the share capital, the provisions of Chapter 18 shall apply.
The acquisition, redemption and deposit of this Chapter shall not apply where the cooperative:
(1) when receiving a movement in the event of a merger or division or any other transfer of a movement, its holdings or shares may be issued or held by them;
(2) to purchase a share or share in the auction of their shares or shares; or
(3) receive its share or shares free of charge.
The redemption of the provisions of this Chapter shall not apply to the redemption of the share provided for in Article 14, Chapter 21, Article 14 and Article 4 of Chapter 22.
The rules may, within the meaning of Article 4 (5) and (6), prescribe the right of a member, share or share of the other owner, the cooperative and other person to redeem the share or share of the new owner, as referred to in Article 10 of this Chapter, To determine the right or obligation of a cooperative to purchase or redeem.
Hankitted, redeemed or any other equity and shares which have come to the cooperative may be retained by the cooperative, invalidated or transferred.
Paragraph 12 and further extradition are laid down in Chapter 9. The obligation to disclose or annul the own shares and shares acquired or redeemed in breach of this law shall be governed by Article 12 (2) and (3) of this Chapter.
The acquisition and redemption will be decided at a cooperative meeting. Acquisition and redemption may be governed by the statutes of the cooperative.
The decision of the Cooperative Assembly may authorise the government to decide on the acquisition in full or in some cases. The same applies to the rule on the acquisition and redemption of own shares. The mandate of the Cooperative Assembly may be valid for a maximum period of 18 months. Under the mandate, shares and shares can only be acquired on free capital. The decision and the rule of law shall include the maximum number of shares and shares to be acquired and the share of the shares, the duration of the mandate and the minimum and maximum amount of the consideration.
Articles 19 to 24 of Chapter 5 shall be laid down in Chapter 5, at the invitation of the cooperative and the documents of the meeting documents. When the Board of Directors proposes to redeem its own shares or shares in such a way that the share capital or share capital of the cooperative is reduced, the notice of the meeting shall indicate the purpose and method of redemption.
Own shares and shares may also be acquired in proportion to the size of the shares and shares owned by other owners and shares ( Acquisition ), where there is an economic reason for the cooperative, or the criterion laid down in the statutes. When assessing the existence of a heavy economic reason, particular attention shall be paid to the relationship between the consideration offered and the share or share price of the share or share. The decision of the Cooperative Assembly shall be taken by a qualified majority within the meaning of Article 29 of Chapter 5. The same applies to the authorisation of a government which does not rule out the right of the government to decide on the acquisition.
Own shares may be redeemed other than shares and shares owned by other owners of shares ( Aimed at redemption ) Only with the agreement of all members and holders of shares and shares, unless the rules provide otherwise. However, the stock exchange cooperative may, acting by a qualified majority within the meaning of Article 29 of Chapter 5, decide to combine the shares referred to in Article 9 of this Chapter. In addition, the rules may be a cashier.
If the Board of Directors proposes that the meeting of the cooperative should decide on the acquisition or repurchase of the policy, or the authorisation of a government to acquire a government which does not rule out the right of the government to decide on the acquisition, It shall be mentioned in the invitation to the cooperative meeting.
The procurement decision and the redemption decision shall state:
(1) whether it is a question of acquisition or redemption;
(2) the number or maximum number of shares and shares referred to in the decision;
(3) where the shares and shares are acquired or redeemed and, where appropriate, the order in which they are acquired and, where appropriate, the reasons for the acquisition of the reason for the provision of a financial cause or regulation within the meaning of Article 6 (1); The prescribed criterion;
(4) the period during which the shares and shares acquired must be offered to the cooperative or the date on which the shares and shares are redeemed;
(5) the consideration and justification for the determination of shares and shares, and, if the consideration is assets other than money, the value of the asset;
6. Payment time for consideration; and
7) how the procedure affects the equity of the cooperative.
A member and any other owner of a share or share which, according to a procuring decision, has the right to sell his shares or shares to the cooperative, shall, before the start of the period for the provision of shares or shares, indicate: In the same way as the invitation to a meeting of the cooperative. At the same time, it is necessary to indicate how and in what period the Member and the other owner of the share or share shall act if he wishes to exercise his/her right.
The notification referred to in paragraph 1 shall not be required if:
(1) the corresponding information is included in the meeting of the meeting of the cooperative cooperative meeting or are made available at a decision-making meeting in which the Member and the other owner of the share or share are present; or
(2) the corresponding information shall be made public within the meaning of the securities market.
The contents of the project decision and the financial status of the cooperative referred to in Article 23 (2) of Chapter 5 shall be kept at the disposal of the Member referred to in paragraph 1 of this Article and the other owner of the share or share of the share The shares or shares to be acquired shall be offered to the cooperative. However, this obligation shall not be required if the cooperative has made public the tender document referred to in Chapter 11 of the Securities and Markets Act, of which the corresponding information is disclosed.
The stock exchange cooperative may, acting by a qualified majority within the meaning of Chapter 5, Article 29, decide to redeem a portion of the shares of all the members and of the other owners of the share or share ( Aggregation of shares ) Or shares ( Pooling of shares ) where, in the redemption decision, the creation of fractions of units or shares is prevented as follows:
(1) the number of shares or shares to be redeemed from each of the shares or shares is numbered;
(2) the number of shares or shares to be redeemed from the member of each member and of the share or share of the shares or shares shall be rounded up, if necessary, up to the nearest pocket;
(3) the cooperative sells without delay the additional units and shares for the rounding of the rounding referred to in paragraph 2, and the shares in the regulated market or public auction within the meaning of the law on the financial instruments; 2. The members and the other owners of the share or share referred to in paragraph 1; and
(4) The proceeds from the sale of the shares and shares referred to in paragraph 3 shall be paid to the members and to the other owners of the share or share thereof in proportion to the difference between the number of shares and the shares to be redeemed The amount to be redeemed without the rounding referred to in paragraph 2.
The proceeds from the sale of dividends and shares shall be paid to the members and to the other owners of the share or share without delay. Interest shall be paid on interest after the redemption price Article 12 of the Statute, , in accordance with the reference rate in force. The cooperative shall place the proceeds from the sale to an account held by a branch or a foreign credit institution entitled to the receipt of a deposit bank or a foreign credit institution eligible for the receipt of deposits in Finland, in such a way that there is no risk of Mixing with the cooperative's own resources. The cooperative shall keep the assets in its books separately from its own resources.
There must be a weighty economic reason for the pooling of dividends or shares. The decision to merge shall not be taken if, according to the list of members and owners, the redemption would result in the redemption of all units or shares from more than one hundred members and the owner of a share or share. The meeting of the cooperative shall be subject to the provisions of Article 6 (3).
The rules may stipulate that the cooperative has the right or the obligation to acquire or redeem units or shares in the cooperative. The rules shall provide for:
(1) whether it is a question of acquisition or redemption;
(2) whether the cooperative has the right or the obligation to acquire or redeem;
(3) which units or shares are covered and, where appropriate, in which order the units or shares are acquired or redeemed;
(4) the procedure followed;
(5) the consideration or the criteria to be used for calculating the shares or shares; and
6) which funds may be used for payment of consideration.
The cooperative's meeting of the cooperative will be decided by the cooperative. The meeting of the cooperative may authorise the government to take a decision on this matter. The authorisation shall be declared to be registered at the latest one month after the decision. The authorisation may be valid for up to five years from the date of its adoption. In the case of a listed co-operative, the acquisition and redemption of a decision may be made by a government.
The cooperative shall not acquire or redeem any of its own contributions.
The Board of Directors may decide to annul the shares and shares held by the cooperative. The cancellation of the shares shall be notified without delay. The shares have been cancelled when the notification is registered.
Contrary to the provisions of this law, the shares and shares acquired or redeemed must be surrendered without undue delay, but at the latest one year after the harvest.
Where units and shares have not been surrendered within the time limit laid down in paragraph 2, they shall be cancelled.
The cooperative can take its own shares and shares as collateral. In the stock market cooperative, it is decided, such as the acquisition of own shares and shares.
In addition to the provisions of Chapter 10 of this Act, Chapter 9 of this Act provides for the sale of its own shares and shares, as laid down in Chapter 10 of this Act.
The cooperative or its subsidiary shall not be allowed to subscribe to the shares or shares of the cooperative. If the cooperative has subscribed to the shares or shares of the cooperative within the framework of its creation, the signatories shall be deemed to have subscribed and shares. Where the cooperative has subscribed to the shares or shares of the cooperative, the members and the managing director of its Board of Directors shall be deemed to have subscribed shares and shares. If the subsidiary has subscribed to the shares or shares of the EMO, the members of the Board of Directors and the Executive Director and those in the subsidiary in the subsidiary shall be deemed to have subscribed and shares. Signals shall be jointly responsible for the payment of the label. However, it is not regarded as an indication that he objected to the labelling or that he did not know and should not have known about the label.
Anyone who has subscribed to the shares or shares of the cooperative in their own name on behalf of the cooperative or its subsidiary shall be deemed to have subscribed to the shares and shares in its own account.
Article 21 of Chapter 9 provides for a non-contributory share and a share of the share of the share to the cooperative.
Cooperative ( Merger cooperative ) May merge with another cooperative ( Receiving cooperative ), when the assets and liabilities of the merging cooperative are transferred to the receiving cooperative and the members of the merging cooperative and the other owners of the shares and shares of the merging parties receive the shares and shares of the acquiring cooperative. The transaction fee may also be money, other assets and commitments.
The merger may take place in such a way that:
1) One or more of the merging cooperatives merge into the host cooperative ( Absorption simulation ); or
2) at least two of the merging cooperatives will merge by setting up a cooperative ( Combination ulation ).
In the case of a subsidiary corporation Refers to the absorption process in which the merging cooperatives and the joint-stock companies own all the shares of the merging share company and the possible options and other special rights to which the shares are entitled. The same applies to the merger of the civil society with the parent cooperative, provided that there are no other members or owners of shares and shares in the subcommittee.
With a triple merger Means absorption simulations where the cooperative does not issue a merger consideration.
Cooperatives participating in the merger In this chapter refers to the cooperative and the receiving cooperative. What share company law (624/2006) In the case of a merger between the merging subsidiaries, the merger will also apply to the merger of the subsidiary company via the subsidiary merger.
The governments of the cooperatives and public limited companies involved in the merger must draw up a written draft terms of merger, which must be dated and signed. In the case of a three-year merger, the draft terms of merger shall also be signed by the supplier of the merger.
The merger plan shall include:
(1) the activities of the merging cooperatives, the limited liability companies and any other consideration of the merger, the corporate and community symbols, or the corresponding identification data, as well as the seats;
2) a statement of the reasons for the merger;
(3) as regards absorption, the proposal for a possible change in the statutes of the host cooperative, as well as the proposal for a proposal for a cooperative society, and the selection of the members of the institutions to be set up;
(4) in the case of absorption, a proposal for the number of shares and shares which may be given in the form of a merger and whether or not new shares and shares held by the cooperative are given; and In combination with a proposal on the number of shares and shares of the receiving cooperative per share and share of shares;
(5) a proposal for a possible alternative consideration of the merger and, where consideration is given in respect of options or special rights for other units or shares, the conditions set out in Chapter 10, Section 3;
6) a proposal for the breakdown of the draft terms of merger, the date of the consideration of the consideration and the other conditions relating to the provision of consideration, as well as an explanation of these criteria;
(7) a statement or a proposal concerning the rights of the acquirer of the cooperative's option and of the rights of the holder of a special right to a share in the merger;
(8) in the case of absorption, the proposal for a possible increase in the share capital of the host cooperative and a proposal for a combination of shares in the share and share capital of the host cooperative;
(9) a description of the assets, liabilities and capital of the merging cooperatives and of their own capital and of their own valuation, the intended effect of the merger on the balance sheet of the acquiring cooperative and the Accounting methods;
(10) a proposal on the right of cooperatives and limited liability companies to decide on arrangements other than normal business activities affecting the amount of their own capital or shares or shares;
(11) a statement of capital loans, which may be opposed by creditors in accordance with Article 6;
(12) a description of the number of shares and shares of the merging cooperatives and of their subsidiary companies and their subsidiaries, together with the number of shares and shares owned by the merging cooperatives and limited liability companies; The number of shares and shares of the merging cooperative or share company;
(13) a report on a merger law against the assets of cooperative societies and limited liability companies; (18/04/1984) Of the European Parliament and of the Council;
(14) a statement or a proposal for special consideration to be given to a member of the Board of Directors and a member of the Board of Directors and of the Board of Directors and of the Board of Directors, the Executive Director, the auditor and the auditor of the draft terms of merger Benefits and rights;
(15) a proposal for a planned registration date for the implementation of the merger; and
16) a proposal for possible other merger conditions.
Paragraph 2 (4) to (8) and (10) shall not apply to the intra-Community merger.
The governments of the cooperatives and public limited companies participating in the merger shall appoint one or more auditors to issue an opinion on the draft terms of merger for each merging cooperative and the limited liability company. The opinion shall assess whether the draft terms of merger provides the correct and sufficient information on the criteria for determining the draft terms of merger and the allocation of the consideration. In addition, the opinion given to the host cooperative shall state whether the merger is likely to jeopardise the payment of the debts of the cooperative.
If all members of the cooperatives involved in the merger agree to it, or if the question is the merger of a subsidiary, a statement shall be sufficient as to whether the merger would be liable to jeopardise the payment of the debts of the acquiring cooperative.
The merger plan shall be notified to be registered within one month of the signing of the plan. The notification shall be accompanied by the statement referred to in Article 4.
The notification shall be made by the cooperatives involved in the merger together. In the case of a subsidiary merger, the notification is made by an emo co-operative.
The merger shall lapse if the notification is not filed within the deadline or the registration is refused.
The creditors of the merging cooperative and of the limited liability company whose claim has been incurred prior to the registration of the draft terms of merger shall be entitled to object to the merger. The same right also applies to the creditor whose claim may be charged by the (20/2007) , without a judgment or decision, and obtained by the date specified in paragraph 2 at the latest.
Upon application by the merging cooperative or a limited company, the registry authority shall issue an alert to the creditors referred to in paragraph 1, indicating the creditor's right to oppose the merger by informing the registry authority in writing. At the latest on the date specified in the alert. The lodging of an alert shall be submitted within four months of the registration or merger of the merger plan. The registration authority shall publish the alert in the Official Journal no later than three months before the date of the date and shall register the alert on its own motion.
An alert shall also be issued to the creditors of the host cooperative, upon application by the receiving cooperative, if, according to the opinion of the auditor referred to in Article 4, the merger is liable to jeopardise the payment of the debts of the acquiring cooperative. The creditors of the receiving cooperative are then subject to the provisions of this Chapter on the creditors of the cooperative society.
The cooperative and the limited company shall, at the latest one month before the date of destination, send a written declaration to the known creditors referred to in Article 6 (1) whose claim has been made before the draft terms of merger Registration. Where a member of the cooperative or other owner of the cooperative has demanded repayment on the basis of Article 13, or the owner of a share, option or other share or entitlement to a share or a share entitled to a share, has required the redemption of Article 14, rules or rules On the basis of the conditions, the creditors shall be informed of the amounts of the shares, shares and rights required to be returned or redeemed. The notification may only be sent after the meeting of the cooperative deciding the merger. However, if all the holders of those rights have given notice of their waiving or otherwise have no entitlement to redemption, the notification may be sent earlier.
Law on the restructuring of the company (187/1993) Shall replace the alert referred to in Article 6 and the creditor shall not have the right to object to the merger under this law if all the cooperatives and limited companies involved in the merger are part of the same group and The restructuring programme shall be established at the same time.
The merger plan and its annexes shall be annexed to the draft restructuring programme.
In a merging cooperative, a merger is decided by a cooperative meeting. However, the merger of the subsidiary is decided by the Board of Directors of the merging cooperatives or the company.
In the receiving cooperative, the merger will be decided by the government. However, where the receiving cooperative has less than nine tenths of the shares and shares of the merging cooperative or share company, the merger will, however, be decided by a cooperative meeting if required by members with at least one Twelfth of the sum of the votes of all members. For the purposes of calculating the total number of members, no account shall be taken of units and shares which belong to the cooperative itself or to the cooperative subsidiary.
The cooperative meeting shall be held or the administrative merger decision shall be taken within four months of the date of registration of the draft terms of merger or the merger shall lapse. However, the meeting of the cooperative shall be held no later than one month before the date referred to in Article 6, unless all the members of the cooperative together with any other party, shares and other equity and other equity The holders of special rights have waived their right to claim repayment or redemption.
The decision on the merger must be taken by a qualified majority within the meaning of Article 29 of Chapter 5.
Before registration of the draft terms of merger, the meeting of the cooperative decision-making association shall not be submitted. The meeting time shall be set out in Section 21 of Chapter 5.
Within the period referred to in Article 21 (21) of Chapter 5, the merging cooperative shall also notify the refund referred to in Article 13 of this Chapter and the redemption rights referred to in Article 14 of this Chapter to the owners and holders of the shares and shares referred to therein, or Holders of special rights for other interests or shares, who are entitled to terminate the proportion or to claim redemption and whose address is known to the cooperative. If the address of all the rights holders entitled to refund or redemption is not known to the cooperative, the right of return and redemption shall also be reported in the Official Journal.
If the receiving cooperative has less than nine tenths of the shares and shares of the merging cooperative or of the share company and the cooperative meeting is not convened by the host cooperative, the merger shall be notified to the members The same manner as the invitation to the meeting of the cooperative. For the purposes of calculating the total threshold of the cooperative, no account shall be taken of units and shares belonging to the cooperative to itself or to the cooperative subsidiary. The Member may, within one month of the notification, request that the merger be terminated at a meeting of the cooperative.
In the host cooperative, the notice of the meeting may be transmitted within the period referred to in Article 20 (1) of Chapter 5 if the merger is terminated at the meeting of the cooperative member at the request of one of the members and if the cooperative declaration referred to in paragraph 3 of this Article and The time between the final date of notification referred to in Article 8 (2) of the Cooperative Assembly, the last date of notification referred to in Article 8 (2) or Article 15 (2) of Chapter 15 shall be at least one month or the rules laid down in the rules Longer term.
The following documents shall, for a period of at least one month before the date of notification of the merger and the submission of the notification referred to in Article 10 (3), be kept by the members and the other holders and of the And holders of special rights for shares or shares, to be seen at the head office or on the website of each merging cooperative, as well as to be seen at the meeting of the cooperative:
1) the draft terms of merger;
(2) the annual accounts, the activity report and the audit report of each of the merging cooperatives and of the share company;
(3) if, by the date of signature of the merger plan, more than six months have elapsed since the end of the last financial year of the merger cooperative, the annual accounts of each of those cooperatives, the activity report and The audit report, which shall not be three months after the date of signature of the draft terms of the merger, or the interim report referred to in Article 5 of Chapter 2 of Chapter 2 of the Securities and Markets Act, after the last financial year at 6 or 9 p.m. For the first month;
(4) decisions on the allocation of funds which may have been made by each of the merging cooperatives and a limited company after the last financial year;
(5) interim financial reports drawn up after the last financial year of each merging cooperative and a limited company;
(6) the description of each merging cooperative and the Government of a limited liability company following the events which have materially affecting the status of the cooperative or share company following the financial statements or interim financial statements; and
(7) for each merging cooperative and a limited company, the auditor's opinion on the draft terms of merger.
The documents referred to in paragraph 1 shall be sent without delay to the requesting Member and to the other mentioned in paragraph 1 if the documents cannot be downloaded and printed on the cooperative's website.
In addition to the provisions laid down in paragraph 1, the cooperative shall notify the Cooperative Assembly and the cooperative and the share company shall inform the other cooperatives and limited companies involved in the merger of any other cooperative or limited company Where the cooperative or the limited liability company is informed before the merger decision is taken.
In the case of a threeyear merger, the members shall consider the documents referred to in Article 23 (2) of Chapter 5 of the Merger Regulation. In the absence of financial statements, there shall be a report on the financial position for the last financial year ending or, in the absence thereof, for the calendar year and the period thereafter.
The merger decision of the merging cooperative will replace the measures relating to the merger of the members of the merging cooperative and holders of other shares, shares, warrants and special rights holders entitled to participate in the merger, Which establish the right to a merger consideration. In the case of the merger, the draft terms of merger will also replace the Treaty.
If the merger is not accepted in accordance with the draft terms of merger, without any change in all the cooperatives participating in the merger, the merger will fall. The decision to reject the merger or the expiry of the merger shall be notified forthwith to the registration.
Article 35 of Chapter 5 provides for the entitlement to a refund of the entitlement to a refund of a member of a cooperative member of a cooperative society and of any other owner who has not supported the merger decision.
In the event of termination of membership or termination of membership later than 30 days after the merger decision, the reimbursement shall apply to the provisions of Chapter 17 and the provisions of Chapter 17 on the members and shares of the host cooperative. The same applies to the refund when a member or other owner has supported the merger decision.
The payment of refunds shall be borne by the receiving cooperative. The merging cooperative shall immediately inform him of the amount of refunds.
The acquirer of a cooperative share, option and other special rights may claim to redeem its shares or rights, unless the rules provide otherwise. Redemption shall be required at the meeting of the cooperative deciding the merger or by providing evidence to the merging cooperative before the meeting of the cooperative. Only those shares may be redeemed, which have been declared to be significant by a member of the cooperative or by the date of the final disclosure, or if the shares are part of the value-share system, the share required for redemption The owner's book of values by the deadline referred to in Article 2 (2) of Chapter 15. In addition, it is necessary to challenge the decision on the merger. Before a decision is taken on the merger, the Cooperative Assembly shall be informed of the number of shares and the right to redemption.
Where the acquiring cooperative is not agreed with the acquiring cooperative, the case shall be settled by the arbitrators, in accordance with the provisions of Article 26 (1) of the Treaty. Article 4-8 provides for the handling of redemption disputes. The holder of the shares or the holder of the right shall institute proceedings no later than one month after the meeting of the cooperative. After the initiation, the shareholder and the holder of the right shall be entitled only to the price of redemption. If the redemption procedure later establishes that they do not have the right to redemption, they shall have the right to a merger in accordance with the draft terms of merger. If the merger falls, the redemption procedure shall also lapse.
The redemption price shall be the fair price of a share or of a special right before the Merger Decision, unless the rules provide otherwise. For the purposes of calculating the redemption price, no account shall be taken of the degrading effect of the share of the merger of the merging cooperative share or of a special right conferring entitlement to other shares. The redemption price shall be remunerated at the annual rate for the period between the merger decision and the payment of the redemption price Article 12 of the Statute, , in accordance with the reference rate in force.
The redemption price shall be paid in a month's time for the validity of the judgment, but not prior to the registration of the merger. Article 9 (1) and (2) of Chapter 26 provides for the deposit of the redemption price.
The paying agency is responsible for paying the ransom price. The merging cooperative shall immediately notify this redemption requirement.
Cooperatives participating in the merger shall notify the registry authority of the implementation of the merger within six months of the merger decision or the merger shall lapse. The notification shall be accompanied by:
(1) the assurance that the merger has complied with the provisions of this law for each of the members of the board of the cooperative involved in the merger;
(2) the auditor's certificate that the receiving cooperative receives full consideration of the amount of its own capital and its opinion on the report referred to in Article 3 (2) (9) of the Merger Plan;
(3) a certificate issued by a member of the Board of Directors or the Executive Director for the transmission of the declarations referred to in Article 7; and
(4) decisions concerning mergers of cooperative societies.
In the case of a subsidiary merger, the notification is equivalent to an emo co-operative. By way of derogation from paragraph 1, the declaration shall be accompanied by a declaration by a member of the Board of Directors or the Executive Director of the Management Committee of the fact that the merger has complied with the provisions of this Act and the certificate referred to in Article 7 Decisions on the transmission and merger of notifications.
The registry authority shall register the merger if the creditor has not objected to the merger, or where the creditor has received a payment or a secure guarantee in accordance with a court judgment.
If the creditor has objected to the merger, the registry authority shall inform the cooperative immediately after the deadline. In the case of a creditor, the merger shall expire one month after the date of adoption. However, the registry authority shall suspend the proceedings if, within one month from the date of its adoption, the cooperative has initiated proceedings to establish that the creditor has received a payment or a security guarantee, or if: The cooperative and the creditor collectively request that the proceedings be adjourned.
The merger may be carried out even if the cooperative has been liquidating, unless the assets of the cooperative have been made available to members within the meaning of Article 15 of Chapter 23.
Where, in the case of a merger, more than one asset is subject to a business mortgage within the meaning of a business mortgage law, the merger shall not be registered unless, on the basis of the application, the cooperatives and The agreement of the mortgage holders on the organisation of the privileges of mortgages.
The assets and liabilities of the merging cooperative are transferred to the receiving cooperative when the merger has been implemented. At the same time, the cooperative will erupt and the co-operative of the merger will be created.
The assets and liabilities of the merging cooperative shall not be included in the balance sheet of the acquiring cooperative from a higher value than the economic value of the acquiring cooperative. The commitment to carry out the work or service shall not be entered in the balance sheet.
At the time of registration of the merger, the members of the merging cooperative will become members of the host cooperative and their members, as well as other sections, shares, options and other equity Rights owners are given the right to a merger in accordance with the draft terms of merger. New participations and shares to be provided in consideration of a merger and the rights of the shareholder to be registered as from the date of registration, unless the draft terms of merger prescribes that date. However, the rights and shares shall confer rights at the latest one year after registration. The shares and shares of the merging cooperatives, which are owned by the acquiring or merging cooperative, do not give rise to the right to a merger.
Where the receipt of a merger is subject to the presentation of a cooperative book or other specific activities, and no consideration shall be required in this way within 10 years of the registration of the merger, the meeting of the host cooperative may: Decides that the right to a merger and the rights deriving from it are lost. The consideration of the lost consideration shall be received by the acquiring cooperative.
Following the implementation of the merger, the Board of Directors and the Executive Director of the merging cooperative will have to draw up, as soon as possible, the annual accounts and the activity report for which the annual accounts were not yet presented at the cooperative meeting ( Final statement ). Where, according to the law or by the rules, the cooperative has an obligation to choose an auditor or an Executive Inspector, the final statement shall be made to the auditors and to the performance auditors, who shall, within one month, issue a final statement An audit report or an audit report.
The members of the Board of Directors shall, without delay after the activities referred to in paragraph 1, invite the members to confirm the final statement. The meeting shall be subject to the provisions of the co-operative meeting.
The registration of the final statement shall be governed by Article 10, Section 10, of the accounts and of the activity report.
Even if the merger is registered, it will be cancelled if the merger decision according to the Court's final judgment is invalid. The merging cooperative and the acquiring cooperative are jointly responsible for the obligation of the host cooperative born after registration of the merger but before registration of the judgment.
The cooperative may also participate in a merger to be carried out in accordance with Articles 1 and 2, in which a Finnish cooperative or a Finnish cooperative is merging with a foreign cooperative ( Cross-border merger ). The cooperative may also merge with its wholly owned foreign public limited liability company in accordance with Article 19 (2) of Chapter 16 of the Companies Act.
A cross-border merger may be carried out under paragraph 1 only if the foreign cooperative is equivalent to a cooperative foreign cooperative ( Foreign cooperative ):
(1) with a share capital or equivalent capital, having legal personality and having property which alone is responsible for the debts of the cooperative, and which is subject to national law for the coordination of safeguards equivalent to those of: Directive 2009 /101/EC of the European Parliament and of the Council of the European Parliament and of the Council on the protection of the interests of members and third parties referred to in the second paragraph of Article 48 of the Treaty ( Directive 2009 /101/EC ) Conditions equivalent to those laid down in order to protect shareholders, members and bystanders; and
(2) is registered in another State belonging to the European Economic Area and governed by the law of another Member State of the European Economic Area on the basis of its registered office, central government or headquarters.
In the case of a cross-border combination, the host cooperative can be registered in a country belonging to the European Economic Area, whose law does not apply to a cooperative society.
Cooperatives participating in cross-border mergers For the purposes of this Chapter, a cooperative and foreign cooperative, as well as a foreign company, is defined in this chapter.
The Finnish cooperative may also take into account all the shares and shares of the cooperative in a foreign legal entity comparable to the Finnish cooperative, the cooperative bank, the savings bank or the mutual insurance company, which is: Registered in another State belonging to the European Economic Area and governed by the law of another Member State of the European Economic Area.
The merging Finnish cooperative and the host foreign legal entity shall be subject to the provisions of this Chapter for cross-border mergers.
The cross-border merger shall be governed by the provisions of Chapter 5 concerning the decision of the Cooperative Assembly and the additional right of withdrawal and the right to a refund, and Articles 20 to 29 of this Chapter.
Cooperatives participating in a cross-border merger shall draw up a draft terms of merger within the meaning of Article 3 and in this Article. On behalf of a foreign cooperative, the draft terms of merger shall be drawn up and signed by the competent body of the cooperative.
In addition to the provisions of Article 3 (2), the merger plan shall:
(1) information on the Community form of the cooperative societies involved in the merger and the possible merger consideration, as well as a proposal for the communal form of the cooperative resulting from the merger;
(2) information on the registers to which the foreign cooperatives participating in the merger are registered, and the contact details of the registers;
(3) absorption capacity rules as they enter into force as referred to in Article 3 (2) (3);
(4) the proposal for a date from which the transactions of the cooperatives involved in the merger are deemed to have been carried out on behalf of the acquiring cooperative;
(5) a report on the likely employment impact of cross-border mergers;
(6) a description of the procedures for determining the arrangements for the participation of workers in the definition of the rights of employees in the host cooperative; and
7) an explanation of what the annual accounts of the merging cooperatives have been used to determine the terms of the merger.
The government of each of the cooperatives involved in the merger shall draw up a report on the likely consequences of the merger for members, creditors and employees, in so far as the consequences are not reflected in the merger plan.
Each of the merging cooperatives shall keep an account referred to in paragraph 3 to the members of the Member, the creditor and the staff representatives or, in the absence of representatives, to the staff, and to send to the shareholder, as provided for in Article 11.
Where a cooperative receives an opinion on the report referred to in Article 3 (3), it shall be attached to the report and shall be considered and sent to the Member as provided for in Article 11.
The opinion of an independent expert on a Finnish cooperative concerning a cross-border merger plan shall be governed by Article 4 of the opinion of the auditor.
However, the governments of cooperative societies involved in a cross-border merger or the competent bodies may jointly appoint one or more independent experts to establish a cross-border merger A common opinion on the draft terms of merger for all the cooperatives and limited companies involved in the merger. The joint opinion may also be designated by an independent expert in accordance with the law of the Member State whose legislation is applicable to the foreign cooperative involved in the merger.
Finnish cooperatives involved in a cross-border merger shall notify the draft terms of merger as referred to in Article 5. The notification shall be accompanied by the opinion referred to in Article 24.
The protection of creditors of the Finnish cooperative is governed by Articles 6 to 8.
Articles 19, 21 and 22 of Chapter 5 and Articles 9 to 11 of this Chapter are governed by Articles 19, 21 and 22 of Chapter 5. In the case of a merger in Finland, the Finnish cooperative is governed by Article 12 of the merger decision.
Articles 13 and 14 shall be laid down in Articles 13 and 14 for the purposes of restoring the shares in the merging Finnish cooperative society and the acquisition of special rights for shares, options and other shares or shares.
Where a Finnish cooperative is a receiving cooperative in a cross-border merger, the merging cooperatives shall inform the merger of the merger as provided for in Article 15 within six months of the merger The participation of the Finnish cooperatives in the merger decision and of the other cooperatives involved in the merger has been issued by the State registry authority or other competent authority as a condition of the merger And the completion of the formalities Compliance with the legislation applicable to the foreign cooperative involved in the merger.
Article 16 shall apply to the conditions of registration of the merger as referred to in this Article. In addition, it is necessary for the foreign cooperatives involved in the merger to accept the reimbursement of the proportion of the right referred to in Article 13 and the rules governing the representation of the right to redemption and the representation of the staff referred to in Article 14 On the representation of staff in the management of undertakings (725/1990) (hereinafter ' the Administrative representation law , and the fact that all the cooperatives participating in the merger have accepted the merger plan under the same conditions and the certificates referred to in paragraph 1 are submitted to the registration authority.
The registry authority shall, without delay, inform the foreign registrant of the registration of the merger which has been registered by the foreign cooperative.
The final statement of the merger of the Finnish cooperative is governed by Article 18.
In the case of a Finnish cooperative merging with a host foreign cooperative, the Finnish cooperatives involved in the merger must seek permission from the registries to implement the merger within six months of the merger The decision or merger shall lapse. The application shall be accompanied by the merger decisions and the declaration by the members of the Board of Directors and the Executive Director of the Finnish cooperative that the merger has been complied with in accordance with the provisions of this Act, and a certificate issued by a member of the Board of Directors or the Executive Director in Article 7 Of the European Union. If, on the basis of Articles 13 or 14, the Member or the owner of a proportion, share, option, option or other entitlement to a share or a share entitled to a share has demanded repayment or redemption, it shall be notified to the registries In the notification.
The conditions for granting authorisation shall be subject to Article 16 of the merger referred to in this Article. In addition, it is necessary for the foreign cooperatives involved in the merger to accept the refund referred to in Article 13 of the right to share, share, share, option and share of the shares or to the share or share of the shares referred to in Article 13 And the right to redeem the right referred to in Article 14, and that the registration authority is presented with a report on the organisation of staff participation in the host cooperative of the European Parliament and of the European Parliament Council Directive 2005 /56/EC ( Directive 2005 /56/EC ) In accordance with Article 16. A decision on the authorisation of a registry authority shall be entered in the register.
Where the property of a Finnish cooperative participating in a merger within the meaning of this Article is in force in the context of a merger within the meaning of this Article, the acquisition of a company's mortgage within the meaning of this Article shall be subject to the condition that: Pending submission of a valid application for the transfer of a branch to Finland to be answered by a branch to be established or that the mortgage has been amortised.
The registration authority shall issue a certificate referred to in paragraph 1 for Finnish cooperative societies participating in a cross-border merger. The certificate issued by the Authority confirms that the Finnish cooperatives involved in the merger have completed all the measures required for the merger and have fulfilled the formalities required by the law. The certificate shall indicate the refund and redemption referred to in paragraph 1 notified to the Authority. The certificate shall be submitted within six months from the date of issue of the certificate to the competent authority of the State whose legislation is applicable to the host foreign cooperative, or the certificate shall lapse.
Upon notification by a foreign registration authority or another competent authority to register the merger, the registry authority shall, without delay, remove a Finnish cooperative from the register.
The final statement of the merger of the Finnish cooperative is governed by Article 18.
The legal effect of the cross-border merger in the merger referred to in Article 26 provides for Article 17.
In the merger referred to in Article 27, the assets and liabilities of the merging cooperative are transferred to the recipient cooperative when the merger takes effect in accordance with the law of the State in which the The co-operative. At the same time, the merging Finnish cooperative will erupt and the members of the merging cooperative and other special rights holders entitled to shares, shares, options and other shares or shares will be entitled to The draft terms of merger in accordance with the draft terms of merger. The shares and shares of the merging cooperative, owned by the merging cooperative, do not give rise to the right to a merger.
The cross-border merger cannot be declared invalid or amended once it has entered into force in accordance with Article 28.
Cooperative ( Distribution cooperative ) May be distributed in such a way that the assets and liabilities of a cooperative cooperative are partly or wholly transferred to one or more cooperative societies ( Receiving cooperative ) Members of the cooperative and other owners of shares and shares shall receive shares and shares in the host cooperative. The distribution formula shall also be money, other assets and commitments.
Distribution may take place in such a way that:
1) all assets and liabilities of a cooperative cooperative are transferred to two or more host cooperatives and a dividing cooperative erupts ( Total breakdown ); or
(2) part of the assets and liabilities of the distributive cooperative is transferred to one or more of the receiving cooperatives ( Partial distribution ).
Cooperative division of the cooperative Means the division in which the acquiring cooperative was established prior to the implementation of the distribution, and The share of the cooperative to be established The division in which the acquiring cooperative is established in the context of division. Distribution can be carried out at the same time as the co-operative.
Cooperatives participating in distribution For the purposes of this Chapter, the cooperative and the receiving cooperative.
The governments of the cooperatives participating in the division shall draw up a written plan of distribution, which shall be dated and signed.
The breakdown plan shall include:
(1) the names of the cooperatives involved in the distribution, the corporate and community symbols, or the corresponding identification data, as well as the seats;
2) a description of the reasons for the division;
(3) a proposal for a cooperative society with a proposal for a change in the rules of the host cooperative and a cooperative society with a view to establishing a cooperative statute and how to establish a cooperative society; The members shall be elected;
(4) the composition of the cooperative cooperative as a proposal for the number of shares and shares which may be given in the form of distribution and whether the shares and shares held by the cooperative or the cooperative are given; and A proposal for a share of the share of the share of the receiving cooperative and the share of the share of the share of the share of the share of the share of the cooperatives in the distribution;
(5) a proposal for a possible alternative distribution formula and, in the case of consideration, the conditions set out in Chapter 10, Section 3 of Chapter 10, where consideration is given to the rights of option or to any other entitlement to shares or shares;
6) a proposal for the distribution of the distribution formula, the date of the consideration of the consideration and the other conditions relating to the provision of consideration, as well as an explanation of these criteria;
(7) a report or a proposal on the rights of the holder of the cooperative's right to optio and other parts of a particular right to share or share a share;
(8) in the cooperative cooperative, the proposal for a cooperative share of the share capital and share capital of the host cooperative, together with a proposal for a share of the share capital of the host cooperative;
(9) a report on the assets, debts and capital of the cooperative cooperative, and on matters affecting their valuation, and the distribution of the distribution of assets and liabilities of the cooperative society to each of the cooperatives involved; The intended effect on the balance sheet of the host cooperative and the accounting methods applied to the distribution;
10) a proposal for a reduction in share capital for the distribution of funds to the host cooperative or members, the transfer of funds to a fund for free equity or the direct coverage of a loss to which free equity is not sufficient;
(11) the proposal for distribution of participation in cooperative societies to decide on non-normal business arrangements affecting the amount of their own capital or shares;
(12) a statement of capital loans, which may be opposed by creditors in accordance with Article 6;
(13) a report on the number of shares and shares in the cooperative society owned by its subsidiary and its subsidiary and its share of shares and shares in the distribution of shares owned by the cooperatives involved; and The number of shares;
(14) a statement of the business mortgages intended for the property of the cooperative societies involved in the distribution;
(15) a report or a proposal for a member of the Board of Directors and a member of the Board of Directors, the Executive Director, the auditor and the auditor giving an opinion on the distribution plan; and Rights;
16) a proposal for a planned registration date for the implementation of the division; and
17) proposal for possible other terms of distribution.
If all the members of the cooperatives participating in the distribution and the other owners of shares and shares are favoured or divided by the cooperatives in the distribution, all shares and shares of the host cooperative shall be provided in return for distribution The distribution plan does not need to be explained for reasons of division and the criteria referred to in paragraph 2, paragraph 6, for the owners of shares and shares in their shares.
The governments of the cooperatives participating in the distribution shall appoint one or more auditors to provide an opinion on the distribution plan for each distribution cooperative. The opinion shall assess whether the distribution plan provides the correct and sufficient information on the criteria for determining the distribution formula and the distribution of the consideration. In addition, the opinion given to the acquiring cooperative shall state whether the distribution is likely to jeopardise the contribution of the cooperative's debts.
If all the members of the cooperatives participating in the distribution agree, a statement shall be sufficient as to whether the distribution of the debts of the acquiring cooperative is likely to be jeopardised by the distribution. The opinion does not need to be given to cooperatives to be established in the distribution of shares, provided that all shares and shares of each host cooperative are allocated to members of a cooperative cooperative and other owners of shares and shares. In relation to their holdings.
The distribution plan shall be notified to be registered within one month of the signing of the plan. The notification shall be accompanied by the statement referred to in Article 4.
The share of the notifier is shared by the cooperatives involved.
Distribution shall lapse if the notification is not filed within the time limit or is refused.
The creditors of the distributable cooperative who were born before registration of the distribution plan have the right to oppose distribution. The same entitlement shall also be granted by a creditor who may, under the law on the enforcement of taxes and charges, be able to recover without a judgment or a decision, and which shall be obtained by the date specified in paragraph 2.
The registry authority shall issue to the creditors referred to in paragraph 1, on application by the cooperative, an alert specifying the creditor's right to oppose the distribution by writing to the registry authority in writing, at the latest On the date specified in the alert. The lodging of an alert shall be submitted within four months of the registration or division of the distribution plan. The registration authority shall publish the alert in the Official Journal no later than three months before the date of the date and shall register the alert on its own motion.
An alert shall also be issued to the creditors of the host cooperative, upon application by the host cooperative, where, according to the opinion of the auditor referred to in Article 4, the distribution is liable to jeopardise the payment of the debts of the acquiring cooperative. The creditors of the receiving cooperative shall be subject to the provisions of this chapter in respect of the creditors of the cooperative.
No later than one month before the date of destination, the cooperative shall send a written declaration to the known creditors referred to in Article 6 (1), who were born before registration of the distribution plan. If a member of a cooperative cooperative or other owner of a share has required a return on the basis of Article 13, or the owner of a share, option or other entitlement to a share, or the owner of the right to a share, has required the redemption of Article 14, the rules or On the basis of the terms of the law, the creditors shall be informed of the amounts and rights required for repayment or redemption. The notification may be sent only after the meeting of the co-operative co-operative. However, if all the holders of those rights have given notice of their waiving or otherwise have no entitlement to redemption, the notification may be sent earlier.
The restructuring procedure provided for by the Law on the restructuring of the undertaking replaces the alert referred to in Article 6 and the creditor is not entitled to oppose the distribution under this law if all the cooperatives participating in the distribution belong to the same Shall be established at the same time as the group and the restructuring programme.
The breakdown plan and the annexes shall be attached to the proposal for a restructuring programme.
A cooperative meeting shall be decided by a cooperative meeting as provided for in Chapter 5. However, if the share of the cooperatives participating in the distribution is owned by the cooperatives participating in the distribution, the shares as well as the possible options and other equity and other equity and other equity Rights.
In the host cooperative, the distribution is decided by the government. However, if the receiving cooperative has less than nine tenths of the share of the share of the cooperative, the share shall be determined by the cooperative meeting if it is required by members with at least one twentieth of the cooperative or A smaller proportion of the total number of votes of all members. For the purposes of calculating the total number of members, no account shall be taken of units and shares belonging to the distribution cooperative itself or its subsidiary.
Within a period of four months from the date of registration or division of the distribution plan, the joint meeting of the cooperative shall be held or the distribution decision taken by the Board of Directors falls. However, the meeting of the cooperative shall be held no later than one month before the date referred to in Article 6, unless all members of the cooperative and any holders of special rights of option and other equity or shares are entitled to: Have waived their right to claim reimbursement or redemption.
The decision of the meeting of the Cooperative Assembly shall be taken by a qualified majority within the meaning of Article 29 of Chapter 5. If a cooperative member of a cooperative cooperative does not receive the same share of ownership and the same rights as the cooperative in the host cooperative, the decision may only be made by such a member Consent.
Prior to the registration of the distribution plan, the meeting of the cooperative which ends the invitation shall not be submitted. The meeting time shall be set out in Section 21 of Chapter 5.
Within the period referred to in Article 21 (21) of Chapter 5, the distributive cooperative shall also notify the refund referred to in Article 13 of this Chapter and the redemption rights referred to in Article 14 of this Chapter to the owners of shares and shares; and Holders of special rights for options and other equity and shares which have the right to terminate a proportion or to claim redemption and whose address is known to the cooperative. Where the address of any refund or redemption is not known to the cooperative, the right of return and redemption shall also be reported in the Official Journal.
If a meeting of the cooperative is not convened by the cooperative, the distribution shall be communicated to the members in the same way as the invitation to the cooperative is to be sent. The Member may, within one month of the notification, request that the distribution be terminated at the meeting of the cooperative.
In the host cooperative, the notice of the meeting may be transmitted within the period referred to in Article 20 (1) of Chapter 5, if the distribution is decided at the meeting of the cooperative member at the request of one of the members and if the cooperative declaration referred to in paragraph 3 of this Article and The time between the final date of notification referred to in Article 8 (2) of the Cooperative Assembly, the last date of notification referred to in Article 8 (2) or Article 15 (2) of Chapter 15 shall be at least one month or the rules laid down in the rules Longer term.
The following documents shall, for a period of at least one month before the date of submission of the distribution and the notification referred to in Article 10 (3), be kept by the members, the other parties and the owners and the other For the holders of special rights for shares or shares, to be seen at the head office or on the website of each cooperative participating cooperative, as well as to be seen at the meeting of the cooperative:
(1) the distribution plan;
(2) the financial statements, the activity report and the audit report of the last financial year ending in each distribution;
(3) if, by the date of signature of the distribution plan, the final financial year after the end of the last financial year of the distribution cooperative, the financial statements of each of these cooperatives, the annual report, and The audit report, which shall not be three months from the date of signature of the distribution plan, or the interim report referred to in Article 5 of Chapter 2 of Chapter 2 of the Securities and Markets Act, after the last financial year at 6 or 9 For the first month;
(4) decisions on the allocation of funds which may have been made by the cooperative cooperative after the last financial year;
(5) interim financial reports drawn up after the last financial year of each cooperative cooperative;
(6) the report by the government of a cooperative participating cooperative after the financial statements or the interim report on events which have an impact on the status of the cooperative; and
(7) for each distribution cooperative, the opinion of the auditor referred to in Article 4 on the distribution plan.
If all the members of the cooperatives participating in the distribution and other shareholders of shares and shares are favoured or divided, all shares and shares of the host cooperative shall be distributed as a distribution formula. The members and other holders of shares and shares in relation to their holdings, paragraph 1 (3) shall not apply.
The documents referred to in paragraph 1 shall be sent without delay to the requesting Member and to the other mentioned in paragraph 1 if the documents cannot be downloaded and printed on the cooperative's website.
In addition to the provisions laid down in paragraph 1, the cooperative shall inform the Cooperative Assembly and the other cooperatives involved in the distribution of the other events which are substantially affecting the status of the cooperative, of which the cooperative is informed. Before the division decision is taken.
The distribution decision of the distribution cooperative replaces the activities of the members of the cooperative cooperative and of the distribution of shares, other shares, shares, warrants and other holders of special rights conferring entitlement to shares, which: Establish a right of distribution. In addition, the distribution plan for distribution shall also replace the Treaty of the host cooperative.
If, in accordance with the distribution plan, the distribution is not accepted in all cooperatives participating in the distribution plan, the distribution shall lapse. The decision to reject the division or lapse of division shall be notified forthwith to the registration.
Article 35 of Chapter 5 provides for the entitlement to a refund of the entitlement to a refund of the share of a member of the cooperative and the owner of any other proportion of the co-operative who has not supported the division decision.
In the event of termination of membership or termination of membership later than 30 days after the allocation decision, the reimbursement shall apply to the provisions of Chapter 17 on the members and shares of the host cooperative. The same applies to the refund when a member or other owner has supported a division decision.
The payment of the refund shall be borne by the receiving cooperative, the share of which is required to be returned by the share of the share distributed in return. The cooperative society shall immediately inform the cooperative responsible for paying the refund.
The owner of a cooperative share in a cooperative cooperative may claim to be redeemed and the holder of the rights and other special rights entitled to a share or a share may claim their rights. Redemption, unless the rules provide otherwise. Redemption shall be required at the meeting of the cooperative deciding the division or by providing evidence thereof to the distribution cooperative before the cooperative meeting. Only those shares qualify for redemption, which has been declared to be significant by a meeting of the members of the cooperative or by the date of the final disclosure, or if the shares are part of the value-share system, The shareholder value account of the share holder by the deadline referred to in Article 15 (2) of Chapter 15. In addition, it is necessary to oppose the decision on the distribution decision.
Before deciding on the distribution, the Cooperative Assembly shall be informed of the number of shares and the right to redemption.
Where there is no agreement with the host cooperative, the case shall be settled by the arbitrators in the event of failure or the conditions for redemption or redemption of special rights to be acquired by the acquiring cooperative. In accordance with Article 26 (4) to (8) concerning the handling of redemption disputes. The holder of the shares or the holder of the right shall institute proceedings no later than one month after the meeting of the cooperative. The owner of the shares shall be entitled to a redemption price, instead of a partition payment. After the initiation of proceedings, the holder of the right of option and of a special right to the shares shall be entitled only to redemption price. Where a redemption procedure later establishes that the owner of the share or the holder of a special right not entitled to a share or other entitlement to a share or a holding is not entitled to redemption, he shall have the right to distribution. In accordance with the distribution plan. If the distribution is broken, the redemption procedure shall also lapse.
The redemption price for the split consideration for the share of the divided cooperative shall be the share corresponding to the distribution of the share of the share of the share of the share of the share in the share of the share of the share of the share of the share of the share of the share of the share of the share of the share of the share of the share of the share of the share. The redemption price of a right or of a special entitlement to a share or other entitlement to a share is a fair price for the preceding period, unless the rules provide otherwise. For the purposes of calculating the redemption price, no account shall be taken of the value of a share of the distributable cooperative share or of the value of a particular entitlement conferring entitlement to a share or any other entitlement to a share. The redemption price shall be remunerated at the annual rate for the period between the distribution decision and the payment of the redemption price Article 12 of the Statute, , in accordance with the reference rate in force.
The redemption price shall be paid in a month's time for the validity of the judgment, but not prior to the registration of the distribution. Article 9 (1) and (2) of Chapter 26 provides for the deposit of the redemption price.
The payment of the redemption price shall be borne by the receiving cooperative whose consideration has been redeemed. Cooperatives participating in the distribution are jointly and severally liable for the redemption price of the option of option and of a special entitlement to a share or share. The distributive cooperative shall immediately inform the cooperative responsible for payment of the redemption price.
Cooperatives participating in the distribution shall make a declaration to the registry authority on the implementation of the distribution within six months of the decision or division of the distribution. The notification shall be accompanied by:
(1) a declaration by the members of the board of directors and the managing director involved in each division that the provisions of this Act have been complied with;
(2) the auditor's certificate that the acquiring cooperative receives full consideration of the amount of its own capital, and an opinion on the report referred to in Article 3 (2) (9) of the distribution plan;
(3) a certificate issued by a member of the Board of Directors or the Executive Director for the transmission of the declarations referred to in Article 7; and
4) decisions on the distribution of cooperative societies.
The registry authority shall register the distribution if the creditor has not objected to the distribution, or where the creditor has received a payment or a secure guarantee in accordance with a court judgment.
If the creditor has objected to the distribution, the registry authority shall inform the cooperative without delay after the deadline. In the case of a creditor, the division shall lapse after a period of one month from the date of receipt. However, the registry authority shall suspend the proceedings if, within one month from the date of its adoption, the cooperative has initiated proceedings to establish that the creditor has received a payment or a security guarantee, or if: The cooperative and the creditor collectively request that the proceedings be adjourned.
The division may be carried out, even if the distribution cooperative has been liquidated, unless the assets of the cooperative have been made available to members within the meaning of Article 15 of Chapter 23.
Where the property of the distributive cooperative is subject to a business mortgage within the meaning of a business mortgage law, the distribution shall not be registered unless, on the basis of an application, a cooperative and mortgage-holders contract The organisation of the privilege. If, in addition, a co-operative has a business mortgage within the meaning of the business mortgage law and is transferred to a cooperative enterprise, it shall not be registered unless it is registered on the basis of an application. The agreement between the divided and the receiving cooperative and the mortgage-holders on the organisation of the privileges of the mortgages.
The funds and liabilities of the cooperative cooperative will be transferred to the cooperatives receiving the settlement procedure when the distribution is registered. However, in the distribution plan, only the assets and liabilities allocated in the distribution plan shall be transferred. At the same time, a cooperative dividend and a cooperative cooperative to be created in the distribution of the total distribution will be created.
The assets and liabilities of the distributive cooperative shall not be included in the balance sheet of the acquiring cooperative from a higher value than the economic value of the acquiring cooperative. The commitment to carry out the work or service shall not be included in the balance sheet.
The members of the cooperative at the time of the date of registration of the distribution shall become members of the host cooperative and their members, as well as other sections, shares, options and other specific shares of the shares or of the shares. Rights owners are given the right to distribution in accordance with the distribution plan. New participations and shares to be provided in return for distribution and the rights of ownership of the share owner shall be registered as from the date of registration, unless the distribution plan provides for this later. However, the rights and shares shall confer rights at the latest one year after registration. The shares and shares of the divided cooperative, owned by the host or divided cooperative, do not give rise to the right to distribution.
If, in order to receive a dividend payment, it is necessary to submit a book of cooperatives or other specific measures, and in that way no consideration is required within 10 years of the registration of the distribution, the meeting of the host cooperative may: Decides that the right to distribution and the rights deriving from it are lost. The consideration of the lost consideration shall be received by the acquiring cooperative.
Where there is no distribution plan in the overall distribution plan, they belong to the receiving cooperatives in the same proportion as the net assets of the distribution cooperative are divided according to the distribution plan, unless: Otherwise specified in the distribution plan.
Cooperatives participating in the distribution are responsible for the debt of the cooperative distributive cooperative, which was born before the distribution of the distribution is registered. However, the total amount of the cooperative's liability, which corresponds to the distribution plan, is the total amount of the cooperative's total liability, and the total value of the net assets to be transferred to it. On the basis of a statement of solidarity, the creditor may claim a claim on the basis of solidarity only after it has been established that the creditor is not received from the debtor or the security. The liability for payment of part of the refund shall be governed by Article 13 (3) and the payment of the partial distribution of the share, the right to option and any other entitlement to a special entitlement to a share or a share eligible for a share shall be governed by Article 14 (6).
Following the implementation of the division, the Board of Directors and the Executive Director shall, as soon as possible after the implementation of the division, draw up the accounts and the activity report for which the annual accounts were not yet presented at the cooperative meeting ( Final statement ). Where, according to the law or by the rules, the cooperative has an obligation to choose an auditor or an Executive Inspector, the final statement shall be made to the auditors and to the performance auditors, who shall, within one month, issue a final statement An audit report or an audit report.
Upon receipt of the audit report, the Board shall, without delay, invite members to a meeting of Members to confirm the final statement. The meeting shall be subject to the provisions of the co-operative meeting.
The registration of the final statement shall be governed by Article 10 of Chapter 8 which provides for the registration of the accounts and the activity report.
Even if the distribution is registered, it will be cancelled if the distribution decision according to the Court's final judgment is invalid. A cooperative and host cooperative is jointly responsible for the obligation of the host cooperative born after the distribution of the distribution but before registration of the judgment.
The cooperative may also participate in the distribution in accordance with Articles 1 and 2, in which the foreign cooperative is divided into a Finnish cooperative or a Finnish cooperative in a foreign cooperative ( Cross-border distribution ).
Cross-border distribution may be carried out according to paragraph 1 only if a foreign cooperative is such a cooperative society ( Foreign cooperative ):
(1) has a share capital or equivalent capital which has legal personality and has assets which alone is responsible for the debts of the cooperative and which is governed by national law in Directive 2009 /101/EC, by shareholders, members and Conditions equivalent to those laid down for the protection of bystanders; and
(2) is registered in another State belonging to the European Economic Area and governed by the law of another Member State of the European Economic Area on the basis of its registered office, central government or headquarters.
Cooperatives participating in cross-border distribution (hereinafter referred to as 'the cooperative' and 'foreign cooperative') in this chapter.
The cross-border distribution shall be governed by the provisions of Chapter 5 concerning the decision of the Cooperative Assembly and the additional right to resign and the right to reimbursement and Articles 20 to 28 of this Chapter.
Cooperatives participating in cross-border distribution shall draw up a breakdown plan within the meaning of Article 3 and in this Article. On behalf of a foreign cooperative, the distribution plan shall be drawn up and signed by the competent body of the cooperative.
The distribution plan shall, in addition to that referred to in Article 3 (2):
(1) the cooperative forms of cooperatives involved in the distribution of shares and the proposed cooperative form for the cooperative society;
(2) information on the registers to which the participating foreign cooperatives are registered, and the contact details of the registers;
(3) the cooperative statutes of the host cooperative, as amended in accordance with Article 3 (2) (3);
(4) the proposal for a date from which the transactions of the cooperatives participating in the distribution are deemed to have been accrued from the accounting point of view;
(5) a report on the likely employment impact of cross-border distribution;
(6) a description of the procedures for determining the modalities of employee participation in the definition of the rights of employees in the host cooperative;
(7) a description of the financial statements of the cooperative societies involved in the definition of the terms of distribution; and
(8) an explanation of how the distribution is implemented and the proposal for measures to ensure equal treatment of Members in a situation where the entry into force of the division is prevented by a State within the meaning of Article 26 (6).
The government of a cooperative participating cooperative shall draw up a report on the likely consequences of the distribution to members, creditors and employees, in so far as the consequences are not reflected in the distribution plan.
Each distribution cooperative shall keep an account referred to in paragraph 3 to the members of the Member, the representatives of the creditor and the staff, or, in the absence of representatives, to the staff, and shall send the Member to the Member as provided for in Article 11.
Where a cooperative receives an opinion on the report referred to in Article 3 (3), it shall be attached to the report, be seen by the Member and sent to the Member as provided for in Article 11.
The opinion of an independent expert on a Finnish cooperative concerning a cross-border distribution plan shall be governed by Article 4 of the opinion of the auditor.
However, the governments of cooperative societies participating in cross-border distribution or the competent bodies may jointly designate one or more independent experts for the cross-border distribution of A joint statement on the distribution plan for all the cooperatives involved in the distribution. The joint opinion may also be designated by an independent expert in accordance with the law of the Member State whose legislation is applicable to a foreign cooperative involved in the division.
Finnish cooperative societies participating in a cross-border distribution shall declare the distribution plan to be registered as provided for in Article 5 for the registration of the plan. The notification shall be accompanied by the opinion referred to in Article 23.
The protection of creditors of the Finnish cooperative is governed by Articles 6 to 8.
Articles 19, 21 and 22 of Chapter 5 and Articles 9 to 11 of this Chapter provide for a decision on the distribution of the Finnish cooperative. The distribution decision in Finland on the legal implications of the distribution decision in Finland is governed by Article 12.
Articles 13 and 14 shall be laid down in Articles 13 and 14 for the refund of shares in the Finnish cooperative and for the redemption of special rights for shares, options and other equity.
Where a Finnish cooperative is a receiving cooperative in a cross-border distribution, cooperative societies shall inform the distribution of the distribution as provided for in Article 15, as provided for in Article 15, within six months of the distribution of the distribution The participation of the Finnish cooperatives in the distribution decision and of the other cooperatives involved in the division has been issued by the State registry authority or other competent authority as a condition of division; And the completion of the formalities Compliance with the law applicable to a non-participating foreign cooperative. In addition, the declaration of implementation shall be accompanied by a declaration by the members of the board of the host Finnish cooperative and of the managing director involved in the distribution of the distribution of the funds of the cooperative The ownership of the cooperative according to the distribution plan at the latest when the entry into force of the distribution is registered in Finland.
Article 16 shall apply to the conditions for the registration of distribution within the meaning of this Article. In addition, it is necessary for the participation of foreign cooperatives participating in the distribution to be accepted by the members, as well as the other shares, the right of option and the right to a share of the share, option and other share, or of the right referred to in Article 13 of the owner of the right to share a share The rules on repurchase or repurchase of the right referred to in Article 14 have been defined in accordance with the administrative representation and that all the cooperatives participating in the distribution have accepted the distribution plan as well. Under the conditions referred to in paragraph 1, Certificates.
The registration authority shall, without delay, inform the foreign registrant of the registration of the distribution to the foreign registrant, which shall be registered by a foreign cooperative.
Article 18 is provided for in Article 18 of the final statement of the Finnish cooperative.
If the Finnish cooperative is divided into a host foreign cooperative, the Finnish co-operatives participating in the distribution shall apply to the registry authority for the implementation of the distribution within six months of the distribution. Decision or division shall lapse. The application shall be accompanied by the distribution decisions and the declaration by the members of the Board of Directors and the Executive Director of the Finnish cooperative that the provisions of this Act have been complied with in the distribution of the distribution, and the certificate by the member of the Board of Directors or the Executive Director in Article 7 Of the European Union. If, on the basis of Articles 13 or 14, the Member or the owner of a proportion, share, option, option or other entitlement to a share or a share entitled to a share has demanded repayment or redemption, it shall be notified to the registries In the notification.
The conditions for granting authorisation shall be subject to Article 16 of the distribution referred to in this Article. In addition, it is necessary for foreign cooperatives participating in the distribution to accept the refund referred to in Article 13 of the owner, share, share, option and other proportion of the holder of the right to share the shares or shares. The right to redemption and to the registration authority referred to in Article 14 shall be accompanied by a report on the organisation of the participation of the staff in the host cooperative in a manner similar to Article 16 of Directive 2005 /56/EC. A decision on the authorisation of a registry authority shall be entered in the register.
Where the assets of a Finnish cooperative participating in the distribution within the meaning of this Article are in force for the purposes of the business mortgage payment within the meaning of the business mortgage law, the authorisation shall, at the same time, be subject to a valid application for registration The transfer of the attachment to the Finnish branch, or that the mortgage has been amortised.
The registry authority shall issue the authorisation referred to in paragraph 1 for the Finnish co-operatives involved in the cross-border distribution of the certificate. The certificate issued by the Authority confirms that the Finnish cooperatives involved in the distribution have completed all the measures required for distribution and have completed the formalities required by the law. The certificate shall indicate the refund and redemption referred to in paragraph 1 notified to the Authority. The certificate shall be submitted within six months from the date of issue of the certificate to the competent authority of the State whose legislation is applicable to the host foreign cooperative or the certificate expires.
The registration authority shall, on the basis of a declaration from a foreign registration authority, or on the basis of other reliable reports, remove without delay a Finnish cooperative from the register in the overall distribution system; and A significant distribution in the register.
Where the entry into force of the total distribution or partial distribution takes place gradually due to the entry into force of the distribution in accordance with the laws applicable to cooperative societies at different times, the In the case of partial distribution. The same shall be done if the entry into force of the division is prevented in a State, even if the distribution in another State has become or comes into force in accordance with the distribution plan.
Article 18 is provided for in Article 18 of the final statement of the Finnish cooperative.
The distribution of cross-border distribution within the meaning of Article 25 is governed by Article 17.
The distribution of funds and liabilities in the distribution referred to in Article 26 shall be transferred to the cooperative which receives the settlement procedure when the distribution takes effect in accordance with the law of the State whose legislation receives The co-operative. At the same time, the distribution formula shall be granted to members of a cooperative cooperative and other special rights holders of shares, shares, options and other shares or rights conferring entitlement to a share. However, in the distribution plan, only the assets and liabilities allocated in the distribution plan shall be transferred. Article 17 (5) and (6) shall apply to the allocation of funds not mentioned in the plan for joint distribution of the cooperatives taking part in the distribution of shares. The cooperative dividing the overall distribution will erupt once the distribution has entered into force for all host cooperatives.
The cross-border distribution cannot be declared invalid or amended once it has entered into force in accordance with Article 27.
The cooperative may be converted into a limited liability company in such a way that the members of the cooperative and other owners of shares and shares will receive all the shares in the company.
A cooperative which has at least two members may be converted into an open company or a commandiite company in such a way that the members of the cooperative become members of an open company or a commandites company.
The only member of the cooperative who is a natural person living in the European Economic Area can continue to operate as a private trader.
The meeting of the cooperative shall decide on the change in the form referred to in Article 1 (1) as provided for in Chapter 5.
The decision replaces the Treaty. The decision shall include:
1) the statutes of the company;
(2) equity and shares for members and owners of shares and shares;
(3) share capital and other equity of the limited liability company;
(4) the number of shares in the share company to be issued for consideration, and, where consideration is given in consideration to the rights of option or other equity, the terms and conditions set out in Chapter 10, Section 3 of the Sharehold Companies Act;
(5) the distribution of consideration for the members and other holders of shares and shares, as well as holders of special rights and rights to the share or share of the shares;
(6) the names of the members of the first public limited company and the names of the members of the Board of Directors, the Executive Director, the auditors and the performance inspectors, if such a body exists in the limited liability company; and
7) the financial year of a limited liability company, if it is not ordered in accordance with the articles of association.
The share capital of the share company and the report to be given in the Decision shall be subject to the provisions of Chapter 2 of Chapter 2 on the apportionassets of the Companies Act.
In addition, if the cooperative is converted into a public limited company, Article 1 (2) of Chapter 19 of the Companies Act also applies.
If the decision referred to in Article 1 (1) is not obtained by the consent of all members and interests, holders of shares and holders of special rights of other shares and shares, of the cooperative The proposal for a decision amending the form of a firm to a cooperative society shall include:
(1) the trade name of the cooperative, the company and the entity and its registered office;
2) an explanation of the reasons for the change in the form;
(3) the proposal for a public limited liability company and the way in which the members of the institutions of the company are elected;
(4) a proposal on the number of shares in the limited liability company;
(5) a proposal for any other consideration and, in the event of consideration, the conditions under Article 10 (3) of Chapter 10 of the Companies Act;
6) a proposal for the distribution of consideration and a statement of the reasons for it;
(7) a statement or a proposal on the rights of the holder of the cooperative's right to option and any other entitlement to a share or a right to a share, in the form of a change of form;
(8) a proposal for the equity and other equity of a limited liability company;
(9) a report on the assets, liabilities and capital of the cooperative, and on matters affecting their own capital and their valuation, as well as on the planned impact of the change in the form of a company on the balance sheet of the company;
(10) a statement of capital loans whose creditors may, in accordance with Article 4, object to a change in the form of a business;
(11) a statement or a proposal for specific advantages and rights to be given to the Board of Directors and the Board of Directors, the Executive Director and the auditor;
(12) a proposal for a planned registration date for the implementation of the change in the form of a company;
13) proposed amendments to the proposed amendments.
The Board of Directors shall appoint one or more auditors to deliver an opinion on the proposal. No opinion is required if all members of the cooperative and other owners of shares and shares are willing to do so. Article 4 (1) of Chapter 20 shall apply.
In the case referred to in paragraph 1, the documents and documents held by other owners and holders of shares and shares shall be subject to Section 11 of Chapter 20.
A member of a cooperative cooperative who has not supported the amending decision shall have the right to withdraw from the cooperative as provided for in Article 35 of Chapter 5.
If the membership ends later than 30 days after the decision of the cooperative meeting to change the form of enterprise, the former Member shall be entitled to the consideration provided for in the approved amendment.
The owner of a cooperative share, option and other entitlement to a share or a particular entitlement to a share may claim the right to redeem, as provided for in Article 14 of Chapter 20, in the case of a merger.
The change in the form referred to in Article 1 (2) and (3) of the Decision may only be made by the holders of all members and shares and holders of shares and other special rights of shares and shares. Consent.
The decision on the change in the form of a company referred to in Article 1 (2) shall be the general agreement of an open company or a limited partnership company.
The decision on the change of form referred to in Article 1 (3) shall state the business name of the private trader.
The cooperative shall notify the decision on the change in the form referred to in Article 1 to be registered within one month from the date of the decision and shall apply for the issuing of an alert in accordance with Article 7 against the registration authority or the decision lapses. If the cooperative applies for registration to creditors before the decision is registered, the proposal referred to in Article 3 must at the same time be declared to be registered.
Upon receipt of an application referred to in Article 6, the registry authority shall issue an alert to the creditors of the cooperative who were born before issuing the alert. In the case of a change of form referred to in Article 1 (1), the alert shall be issued to the creditors of the cooperative only if:
(1) the aggregate amount of the subscribed capital of the registered limited company is less than the sum of the equity capital of the cooperative, minus the surplus and other free capital;
(2) the cooperative restores more or earlier contributions pursuant to Article 4 than those provided for in Articles 1 to 3 of Chapter 17; or
(3) the statutes of the cooperative provide for additional payment obligations for members.
The alert shall mention the creditor's right to oppose any change in the form of a business by informing the registry authority in writing at the latest on the date specified in the alert. The registration authority shall publish the alert in the Official Journal no later than three months before the date of the date and shall register the alert on its own motion.
No later than one month before the date of destination, the cooperative shall send a written notification to its creditors, referred to in paragraph 1, who are known. Certificate of dispatch by a member of the Board of Directors or the Executive Director shall be submitted to the registry authority at the latest on the date of the deadline.
The registry authority shall inform the cooperative without delay after the date of adoption of the objections notified to it.
The registry authority shall register the change in the form referred to in Article 1 where the creditor has not objected to the change, or where the creditor has received a payment or a secure guarantee in accordance with the Court's judgment.
If the creditor has objected to the change in the form of business, the change shall expire one month after the date of the date. However, the registry authority shall suspend the proceedings if, within one month from the date of its adoption, the cooperative has initiated proceedings to establish that the creditor has received a payment or a security guarantee, or if: The cooperative and the creditor collectively request that the proceedings be adjourned.
The form may be amended, even if the cooperative has been liquidating, unless the assets of the cooperative have been undertaken in accordance with Article 15 of Chapter 23 to the members and the owners of the share and share.
The change in the business form will enter into force once it is registered. At the same time, the right to reimbursement of the proportion referred to in Article 4 and the obligation to pay the members' additional payments shall cease.
The right of consideration shall be given to the members of the cooperative as a result of the change in the form of the company and to other special rights holders entitled to shares, shares, options and other shares or shares.
When the cooperative is converted into a public limited company and a change has not been obtained by the consent of all members, the share, the share, the option of option and the other special rights holders, the cooperative government and The managing director shall, at the meeting of the members of the cooperative, issue a statement to which Article 18 of Chapter 20 provides for the final statement of the merging cooperative.
Where the purpose of the cooperative's statutes is to own and manage at least one of the buildings or parts of the building in which more than half of the floor area of the apartments or apartments is laid down in the statutes, In the form of apartments owned by the owners, the cooperative may become a housing stock company or a mutual real estate company in such a way that the members of the cooperative and the owners of other shares and shares will receive all the shares in the company.
The transformation of the cooperative into a housing stock company or a mutual real estate company is subject to the provisions of this Chapter as regards the transformation of the cooperative into a public limited company. In addition, the decision referred to in Article 2 of the amending decision and the proposal for a decision referred to in Article 3 of the Act must include the Housing Company Law (1599/2009) in Chapter 1, Article 13 The details of the articles of association and the information set out in Article 12 (2) of the Treaty.
The cooperative shall be dissolved in accordance with the provisions of this Chapter on the settlement procedure.
The cooperative is deemed to have been dissolved if, at the end of the bankruptcy, there is no property left or has been declared bankrupt.
The cooperative may also erupt as a result of the merger or division. The merger is governed by Chapter 20 and section 21 of this Act.
Instead of ordering the liquidation, the registry authority shall remove the cooperative from the register if the cooperative's resources are not sufficient to pay the liquidation costs or the amount of the funds is not available for information or for the Member, the creditor or other The costs of the clearing procedure.
The meeting of the cooperative will decide on the liquidation of the cooperative. The decision shall be taken by a qualified majority within the meaning of Section 29 of Chapter 5. The meeting of the cooperative may also decide to make an application for a liquidation or removal from the register to the registrant.
Articles 19 to 24 of Chapter 5 shall be laid down in Chapter 5, at the invitation of the meeting and of the meeting documents. An invitation to a meeting of the cooperative to set up a clearing order shall be transmitted no earlier than two months and, unless the statutes provide for a longer period, not later than one month before the meeting of the cooperative, the final date referred to in Chapter 5, Article 8; The date of submission of the date of registration or the cooperatives in accordance with Article 2 (2) of Chapter 15. However, in the stock exchange cooperative, the invitation may be submitted no earlier than three months before the date indicated above. In addition, the invitation shall be sent in writing to each member whose address is known to the cooperative.
The registry authority shall order the cooperative to be liquidated or withdrawn from the register if:
(1) the cooperative does not have a government which is entered in the register;
(2) the cooperative does not have access to the (122/1919) § 6 The representative;
(3) in accordance with Article 10 of Chapter 8, the cooperative has not, in accordance with Article 10 of Chapter 8, declared financial statements for registration within one year of the end of the financial year;
(4) the cooperative has been declared bankrupt which has lapsed as a result of lack of funds; or
(5) the cooperative has applied for clearance or removal from the register.
The order shall be given, unless it is shown that there is no longer any justification for it.
In the circumstances referred to in Article 4 (1) (1) to (3), the registry authority shall call on the cooperative to remedy the deficiencies in the information entered in the register. If the deficiencies are not remedied, the request shall be sent to the cooperative in writing and the request shall show that the cooperative may order the liquidation or withdrawal from the register, unless it is remedied by the deadline. This invitation shall be published in the Official Journal no later than three months before the date of destination. At the same time, they shall be invited to make comments in writing by the deadline set for the members, the other parties and the owners of the share and creditors who wish to submit comments on the imposition or removal of the register. It can be resolved, even if the cooperative could not appear to have received a request.
The registration authority shall be entered in the register, as referred to in paragraph 1, on its own motion.
A case may be initiated by a Board of Directors, a member of the Board of Directors, a member of the Board of Directors, an auditor, a member, a member, a creditor or any other whose right may depend on the right of establishment, as referred to in Article 4. Registration or liquidation. The registry authority may also refer to it on its own initiative.
The purpose of the settlement procedure is to determine the asset position of the cooperative, the conversion of the necessary assets into money, the payment of the debts and the payment of the surplus to members or to others according to the rules laid down. The meeting of the cooperative may, in accordance with Article 19, decide to terminate the liquidation and continue the activities of the cooperative and take the necessary decisions.
If the assets of a cooperative in liquidation are not sufficient to repay its debts, the liquidator shall apply for the bankruptcy of the cooperative.
The liquidation shall begin once a decision has been taken, unless the cooperative meeting orders a later date for the commenting of the liquidation.
At the same time, when a decision is taken on liquidation, one or more liquidator shall be elected to replace the Board of Directors and the Executive Director and the Management Board. The settlement man shall be subject to the provisions of this Act as provided for in this Act, subject to the provisions of this Chapter. The decision shall withdraw the right to represent the cooperative, as referred to in Article 27 of Chapter 6, unless otherwise indicated by the decision.
Clearing men handle the cooperative business during the liquidation period. They shall, as soon as possible, convert the amount of assets necessary for the settlement to the account and pay the cooperative's debts. The business of the cooperative may be continued only to the extent required by the appropriate explanation. The term of office of the clearing members will continue until further notice.
The registry authority shall assign a competent clearing member to a cooperative which does not have it. The order may be applied to the person whose right may depend on the fact that the cooperative has a representative. If the cooperative's resources are not sufficient to pay the liquidation costs or the amount of the funds is not available, or a Member, a creditor or any other claim to bear the costs of the liquidation procedure, the registry authority shall, instead of ordering the liquidator, Remove the cooperative from the register.
The liquidation status and liquidators shall be entered in the register. When a cooperative meeting has taken a decision on the liquidation and settlement of the liquidator, the liquidator shall immediately notify the decision to register.
If necessary, the clearing members shall prepare the accounts for the period prior to the liquidation which has not yet been presented at the cooperative meeting. Where a cooperative has a legal or regulatory obligation to choose the auditor or the performance inspector, the financial statements and the annual report shall be audited as provided for in Chapter 7. A member of the Board of Directors and the Executive Director shall contribute to the preparation of the financial statements for a reasonable fee.
The meeting of the cooperative society shall be governed by the provisions of this Act concerning the meeting of the cooperative, subject to the provisions of this Chapter.
The term of office of members of the members of the cooperative in liquidation shall continue until the end of the liquidation period. However, the Assembly of Representatives may decide that the election of a representative shall also take place during liquidation.
For each financial year, the clearing members shall draw up the annual accounts and the activity report, which shall be submitted to the Cooperative Assembly for approval.
The role of auditors and performance inspectors shall not cease to be settled by the cooperative. During the liquidation period, Chapter 7 shall comply with the provisions of Chapter 7 on the audit, performance audit and special inspection. The audit report and the performance audit report shall contain a statement as to whether the liquidation is unnecessarily prolonged and whether the liquidators have otherwise acted properly.
Clearers must apply for a public challenge to the cooperative creditors. The challenge is requested from the registries agency, which represents a challenge to the register. Otherwise, the challenge is laid down in the law on public challenges (2003) .
After the day of the public challenge to the creditors of the cooperative, the liquidators must share the net assets of the cooperative once all known debts have been paid. If the debt is debatable, unmatured or otherwise can be paid, the necessary resources must be separated and the residual amount allocated. A member shall be entitled to receive a share of the net assets of the cooperative, as referred to in paragraphs 2 and 3, to his or her shares, shares and other rights. A member and any other eligible collateral may be given an advance on his/her distribution.
The share of the net assets for the share or the share of the net assets shall not exceed the amount subscribed by the cooperative to the cooperative or share capital. The net assets remaining after the sum of the shares and shares of the shares shall be distributed to the members in proportion to the number of members.
The rules may provide for a change in the allocation ratio and the allocation of the net assets, as well as the use of net assets in the statutes or in order to decide.
If a member or any other distributive person is entitled to blame for the division, the action against the cooperative shall be instituted within three months of the presentation of the final statement at the cooperative's meeting.
If, within five years of the presentation of the final statement at the cooperative's meeting, the Member or the remainder of the allocation is not entitled, he has lost his right to do so. Article 19 provides for a procedure where funds are made available to the co-operative.
After carrying out its duties, the liquidator shall, without undue delay, provide the final statement of administration by drawing up a report on the whole settlement procedure. The report shall contain a description of the distribution of the cooperative's assets. The report shall be accompanied by financial statements, operational reports and possible audit reports for the period of liquidation. Where, in accordance with the law or rules, the cooperative has an obligation to choose an auditor or an Executive Inspector, the report and its annexes shall be submitted to the auditors and to the performance auditors of the cooperative, who shall, within one month, issue the final statement And an audit report or an audit report on the management of the liquidation.
After the operations referred to in paragraph 1, the clearing members shall be invited to attend a meeting of the cooperative to check the final statement. At the invitation of the meeting and of the meeting documents, they shall be kept and dispatched in Section 19 to 24 of Chapter 5, subject to the provisions of the final statement as to which the annual accounts shall be governed. The final statement shall be reported to be registered as provided for in Article 10 of Chapter 8.
The cooperative has been demolished when the liquidators have submitted a final statement at the cooperative meeting. Clearing men shall immediately report the discharge to be registered.
The cooperative will not be able to acquire rights or enter into any commitments after the outbreak. On behalf of the cooperative, the action taken on behalf of the cooperative has been jointly and severally liable by the responsible parties. However, the clearing members may take the measure in order to initiate clearing and settlement activities or apply for bankruptcy. The other side of the contract concluded with the cooperative after the termination of the contract may waive the contract if he did not know about the discharge.
The liquidation shall be continued if new assets emerge following the dismantling of the cooperative, action to be taken against the cooperative or otherwise need to be settled. Settlement agents shall, without delay, make a notification of the extension of the liquidation notification for the purpose of registration. The invitation to the first cooperative meeting of the extended liquidation shall be provided in accordance with the rules. In addition, a written invitation shall be sent to each member whose address is known to the cooperative.
However, if the extension of the settlement procedure is not deemed necessary, the liquidators may take the necessary measures. The clearing members shall draw up a report on their measures and provide it to the members and other eligible persons. The low-share can account for the State.
The liquidation shall not be continued if the cooperative's assets are not sufficient to cover the costs of clearing and settlement, or the amount of the funds is not available to the Member, the creditor or any other claim to bear the costs of the liquidation procedure.
If the cooperative meeting has taken a decision on the liquidation of the cooperative, the cooperative meeting may, acting by a qualified majority within the meaning of Article 29 of Chapter 5, decide to terminate the liquidation and to continue the cooperative activity. If the liquidation is based on a rule, it is not possible to decide whether to continue operating until the order has been changed. However, if the allocation referred to in Article 15 has been made, the liquidation shall not be stopped.
When a decision has been taken to terminate the liquidation, the cooperative shall be selected in accordance with this law and the rules.
The decision to terminate the liquidation and the selection of the management shall be notified immediately after the selection of the management. The public face claimed by the cooperative's creditors will lapse when the liquidation of the liquidator is registered. Clearing officers shall submit a final statement pursuant to Article 16.
The cooperative has been removed from the register when the decision is entered in the register.
Where appropriate, the cooperative shall be represented by one or more representatives. Representatives shall be elected and separated at a meeting of Members to which the co-operative meeting shall be governed. Article 22 provides for the eligibility of representatives to act on behalf of the cooperative. Representatives shall otherwise be subject to the provisions of the liquidators.
If the cooperative does not have a representative, the submission of a subpoena and other service shall be governed by Article 10 (2) of Chapter 26.
Article 17 (2) shall apply to the cooperative which has been removed from the register. However, representatives of the cooperative are represented by the representatives referred to in Article 21 (1).
Notwithstanding paragraph 1, representatives of the cooperative deleted from the register may take measures which are necessary to pay the debt of the cooperative or to maintain the value of the cooperative's assets. Where appropriate, the operations carried out on behalf of the cooperative shall be entered in the accounts of the cooperative. As regards the effect of the abolition of the register, the validity of the business mortgage is laid down in the business mortgage law.
The funds of the cooperative which have been withdrawn from the register shall not be allocated to members or other beneficiaries without the clearing procedure. However, representatives of the cooperative may, five years after the removal from the register, distribute to members or other eligible members of the co-operative part of the cooperative resources if the cooperative's resources do not exceed eur 8 000 or the cooperative Have no known debts. The funds have been received by the amount of the funds received by the cooperative's debts.
If clearing operations are required after removal from the register, the registry authority shall, upon application by the competent authority, order the cooperative to liquidation. However, the order shall not be issued if the cooperative's resources are not sufficient to cover the costs of clearing and settlement, or the amount of the funds is not available to the Member, the creditor or any other claim to bear the costs of the liquidation procedure.
If the Cooperative Government finds that the cooperative's equity is negative, the Board of Directors shall without delay make the loss of equity capital a register declaration. On the basis of a register of registries issued by the cooperative, the Registry may be deleted on the basis of a letter of registration issued by the cooperative, if the cooperative's equity is in the balance sheet and other explanatory statement accompanying the registration declaration. By more than half of the share capital and share capital. Where a cooperative has a statutory or regulatory obligation to choose an auditor or an operator, the balance sheet and other report shall be audited by an auditor or an auditor.
The capital amount referred to in Chapter 12 shall be counted as equity capital as referred to in Chapter 12. In addition, the difference between the assets and the depreciation of the cooperative's assets ( Depreciation differential ) And voluntary reservations made by the cooperative are taken into account in the increase in equity. If the probable supply price of the cooperative's assets is, otherwise than temporarily, substantially higher than its book value, the difference between the probable supply price and the book value shall also be taken into account as an increase in equity. The capital injections referred to above shall be subject to special care and shall be accompanied by a reasoned explanation in the activity report or in accordance with Article 5 (1) of Chapter 8 of the balance sheet.
If the government of the stock exchange cooperative finds that the cooperative's equity capital is less than half of the share capital and share capital, the Board of Directors shall, without delay, draw up a financial statement and a report on the financial situation of the cooperative. If, according to the balance sheet, the cooperative capital is less than half of the share capital and share capital, the Board of Directors shall immediately convene a meeting of the cooperative to decide on any measures to be taken by the cooperative To restore health. The meeting of the cooperative shall be held within three months of the preparation of the annual accounts. Articles 23 and 24 of Chapter 5 shall be laid down for the purpose of seeing the accounts and the activity report.
The opening of a procedure within the meaning of the law on the company's application may be made by a decision of the Cooperative Assembly. The government can also make an application if it is urgent. In this case, the Board of Directors shall immediately convene a meeting of the cooperative to discuss the continuation of the application.
The assets of the cooperative may be made bankrupt by the government or, if the cooperative is in liquidation, on the basis of the decision of the liquidator. During the course of the course, the cooperative is represented by the government and the managing director, or the liquidators selected before the start of bankruptcy. During the course of the course, new members of the government or new liquidator may be selected.
If, at the end of the bankruptcy, no property or bankruptcy has been imposed on the use of the remaining assets, the cooperative shall be deemed to have been dissolved once the final statement of bankruptcy has been accepted.
If, at the end of the bankruptcy, assets have not been settled in bankruptcy and the cooperative has not been liquidated when its assets have been declared bankrupt, the Board of Directors shall immediately convene a meeting of the cooperative meeting, Whether the cooperative is to be continued or whether the cooperative is to be liquidised. If the cooperative meeting decides that the cooperative is to be continued, the Board of Directors shall, without delay, make this notification for registration. If the cooperative was declared bankrupt in liquidation, the provisions of Article 18 shall apply.
If the bankruptcy of the cooperative has been completed and funds are available to the cooperative, the provisions of Chapter 19 of the bankruptcy law will be followed. If, after bankruptcy, funds are left to the cooperative, it shall be treated as provided for in paragraph 3.
A member may criticise the decision of the Cooperative Assembly against a cooperative lawsuit if:
(1) the procedure has not been followed in accordance with the procedural provisions of this law or the provisions of the rules and the defect may have had an effect on the content of the decision or otherwise on the right of a Member; or
(2) the decision is otherwise contrary to this law or rules.
The reference shall be raised within three months of the date of the decision. If the action is not brought within the time limit, the decision shall be considered valid.
The owner of the share and share may blame the decision of the cooperative meeting as provided for in paragraphs 1 and 2. The rules may limit the rights of the holding and the owner of the share in respect of decisions other than those referred to in Article 32 of Chapter 5.
The decision of the cooperative meeting referred to in Article 1 (1) shall be null and void if:
(1) no provisions or provisions relating to the invitation or invitation to the meeting have been substantially infringed;
(2) in accordance with Chapter 5, the consent of all or certain members is required and no consent has been obtained;
(3) the decision is manifestly contrary to the principle of equality referred to in Article 7 of Chapter 1 and has not been obtained; or
4) the law should not have been adopted by law, even with the consent of all members.
Such a decision shall not apply to the period laid down in Article 1 (2) within the time limit. However, the application for a decision on a merger or division or modification of a business form cannot be brought when more than six months have elapsed since the merger, distribution or modification of the form of a merger.
Where a decision taken by the Board of Directors on a matter falling within the Board of Cooperatives is such as that provided for in Article 2 (1) (2) to (4), it shall apply to the corresponding decision of the Cooperative Assembly.
In the judgment in the proceedings, the decision may, at the request of the applicant, be declared invalid or may be amended. At the same time, the applicant's request may be prohibited from implementing a non-qualified decision. The decision can only be amended if the court finds the content of the decision.
The judgment in which the decision of the Cooperative Assembly has been declared invalid or amended is also in force in relation to the members and the shareholders who have not joined the action.
A member of the Board of Directors, a member of the Board of Directors and the Executive Director shall, in breach of the duty of care provided for in Article 8 of Chapter 1, make good any damage caused by intentional or negligent conduct to the cooperative.
A member of the Board of Directors, a member of the Board of Directors and the Executive Director shall also reimburse the damage which he or she has in his or her duties as a member of a cooperative, member or other person, intentionally or negligently, by a breach of this law or rules.
Where the damage has been caused by an infringement of this law by means other than the principles referred to in Chapter 1, or where the damage has been caused by a breach of the rules, the damage shall be deemed to have been caused by negligence, unless: The one responsible for the conduct of the procedure is carefully considered. The same shall apply to the damage caused by a measure in favour of the cooperative within the meaning of Article 6 (2) of Chapter 8.
A member of the cooperative shall reimburse the damage caused by intentionally or negligent breach of this law or rules by a member of the cooperative, another member or any other person. The same applies to a member of the representative.
The damage caused by a measure in favour of the cooperative within the meaning of Article 6 (2) of Chapter 8 shall be deemed to have been caused by negligence, unless the Member demonstrates that he has acted with care. The same applies to the damage caused by a member of the representative.
The liability of the member of the representative and the owner of the share and share of the shareholder shall be governed by the provisions of this Act concerning the liability of a member of the cooperative.
The Chairperson of the Cooperative Assembly shall replace the damage he or she has in his or her duties to the cooperative, member or any other person who has been intentionally or negligently contravening this law or rules. The same applies to the responsibility of the President of the Assembly.
The liability of the auditor is laid down in Section 3 of Chapter 10 of the Court of Auditors. (18/05/1148)
L to 11/08/2015 Paragraph 1 shall enter into force on 1 January 2016. The previous wording reads:
The statutory auditor's liability is governed by Article 51 of the Court of Auditors.
The operator shall be liable for the damage he has caused, in the performance of his duties, to the cooperative intentionally or negligently. The performance inspector shall also replace the damage he or she has in his or her duty to the cooperative, a member or any other person who has been intentionally or negligently contravening this law or rules.
Where the damage has been caused by an infringement of this law by any other means than merely by breaking the provisions of Chapter 1 on the main principles of the action or if the damage has been caused by breach of the rules of the rules, the damage shall be deemed to have been In the case of negligence, unless the person responsible for the procedure shows that he has acted with care.
The settlement of damages and the distribution of liability between two or more liable parties shall be governed by the (1999) Chapters 2 and 6
In accordance with Section 2 of Chapter 6 of this Act, the cases relating to entitlement to damages under Articles 1 to 3, 4 (2), 4 (2) and Chapter 10 of the Code of Auditing are to be determined by the Government. However, they may also be decided at a cooperative meeting. (18/05/1148)
L to 11/08/2015 Paragraph 1 shall enter into force on 1 January 2016. The previous wording reads:
In accordance with Section 2 of Chapter 6 of this Act, the cases relating to entitlement to damages under Articles 1 to 3, 4 (2), 4 (2) and Article 51 of the Court of Auditors shall be determined by the Government. However, they may also be decided at a cooperative meeting.
The decision of the Cooperative Assembly to grant discharge to a member of the Board of Directors, members of the Management Board or the Executive Director shall not be binding if the Cooperative Assembly has not been given substantive and adequate information on the The decision or measure on which it is based. The decision to grant discharge is not binding on the liquidator of the cooperative's bankruptcy or the law on the restructuring of the company if the cooperative is declared bankrupt or the restructuring proceedings are initiated on an application for a period of two years Of the decision.
One or more members shall have the right to pursue an action in their own name for damages to the cooperative pursuant to Article 1 to 3 of Chapter 10 of the Code of Auditing, or under Section 3 of Chapter 10 of the Court of Auditors, if it is likely that the cooperative will not take care of the action. The application for damages and: (18/05/1148)
L to 11/08/2015 The amended recital enters into force on 1 January 2016. The previous wording reads: One or more members shall have the right to pursue an action in their own name for damages to the cooperative pursuant to Article 1 to 3 or Article 51 of the Law of the Court of Auditors if, when the action is brought, it is likely that: The cooperative takes care of the claim for damages and:
(1) the applicants at that time have at least a quarter or a lower part of the total number of members of the cooperative; or
(2) it is demonstrated that failure to comply with the claim for damages would be contrary to the principle of equality laid down in Article 7 of Chapter 1.
The cooperative shall be given an opportunity to be heard, unless it is manifestly unnecessary. The applicants are responsible for the costs of the proceedings themselves, but they are entitled to compensation from the cooperative in so far as the financial resources available to the cooperative are sufficient.
If, by means of a decision of the Cooperative Assembly, the person liable has received a discharge, the action shall be brought within three months of the decision of the cooperative. However, if the same cooperative meeting, as provided for in Article 15 of Chapter 7, has been required and supported the submission of a specific inspection, the action may, however, always be raised within three months of the submission of the audit opinion At a cooperative meeting or an application for the control of the inspector.
A member shall not be entitled to compensation for the damage caused to the cooperative.
The right of a Member of the Chamber to pursue an action and to obtain reimbursement shall be subject to the provisions of paragraphs 1 to 4. The rights of the owner of the title and of the share holder shall be subject to the right to reimbursement, as provided for in paragraph 1 (2) and (2) to (4).
Under Article 3 (3) of Chapter 10 of this Chapter or of the Court of Auditors, an action based on a non-punishable offence shall be raised: (18/05/1148)
L to 11/08/2015 The amended recital enters into force on 1 January 2016. The previous wording reads as follows: Article 51 of this Chapter or Article 51 of the Court of Auditors shall require an action based on a non-punishable offence:
(1) against a member of the Board of Directors, a member of the Management Board or the Executive Director within a period of five years from the end of the financial year in which the decision was taken or the measure on which the action was based;
(2) against an auditor or a performance inspector within five years of the presentation of the audit report, the performance audit report, the opinion or the certificate; and
(3) within five years of the decision or measure on which the action is based, the members of the cooperative or the representative, the owner of the share or share or the chairman of the cooperative meeting or the meeting of representatives.
The rules may not prejudice the right to compensation for damages in accordance with Section 3 of Chapter 10 of this Chapter or the Court of Auditors, if the damage is caused by: (18/05/1148)
L to 11/08/2015 The amended recital enters into force on 1 January 2016. The previous wording reads as follows: The rules may not restrict the right to compensation for damages in accordance with Section 51 of this Chapter or the Court of Auditors if the damage is caused by:
(1) breach of rules which cannot be derogated from by a provision of the rules; or
2) Incidentally, on purpose or gross negligence.
The right to compensation may otherwise be restricted by the cooperative's right to compensation only with the consent of all members and interests and shareholders.
The rules may not restrict the right to compensation or to the application of an action in accordance with Section 3 of Chapter 10 of this Chapter or of the Accounting Officer or other person. (18/05/1148)
L to 11/08/2015 (3) will enter into force on 1 January 2016. The previous wording reads:
The rules may not restrict the right to damages or to the pursuit of an action in accordance with Article 51 of this Chapter or of the owner of a share or share or other person.
Notwithstanding the legal position of the dispute In Chapter 10 of the Court of Justice , the issue of the application of this law may also be examined in the district court of the cooperative.
The issue of payment or security for which the judgment in Chapter 18, Section 5, Article 16, Article 16 or Article 8 of Chapter 22 of Chapter 22 of Chapter 22 of the judgment is a condition for registration, must be addressed as a matter of urgency.
The matter of the decision referred to in Chapter 24 shall be addressed as a matter of urgency.
The rules governing the handling of the dispute in the arbitration procedure shall be binding on the cooperative, the members, the Board of Directors, the Board of Directors, the Board of Directors, the Board of Directors, the Executive Director, the auditor and the performance inspector, in accordance with the arbitration agreement, Than in the law on arbitration (967/1992) Provides. The provision of the rules for the treatment of a dispute arising from the redemption clause referred to in Section 5 or Article 6 of Chapter 4 of this Act shall be binding on the parties to the dispute in the arbitration proceedings.
However, the provisions of the rules referred to in paragraph 1 shall apply only to the application for the period after registration of the order.
Disputes on redemption and the amount of redemption price referred to in Article 14, Article 14 and Article 4 of Chapter 22 of Chapter 22 shall be settled by arbitrators as provided for in Sections 4 to 8 of this Chapter.
Subject to the provisions of this Chapter, the law on the arbitration procedure shall apply.
The panel of the Central Chamber of Commerce shall select, on application by a party, the necessary number of impartial and independent arbitrators with the required expertise and shall determine the chairperson of the arbitrators if there are several arbitrators. The application shall specify the claim for redemption of the applicant and its criteria.
The arbitration procedure shall be initiated when the application or a copy is served on the other side.
The costs of the arbitration procedure shall be borne by the redeemer if, for a particular reason, the arbitrators do not consider it reasonable to provide otherwise.
During the arbitration procedure, the information shall be transmitted and the copy of the arbitration award shall be handed down to those who have exercised the power of speech or otherwise for the purposes of the arbitration tribunal.
The arbitrators shall notify the arbitration order within two weeks of the date of their adoption. The register shall be accompanied by a statement that the paragraphs of the arbitration ruling have been issued in accordance with paragraph 1. If the arbitration judgment is not duly notified within that period, the notification may also be made by the party concerned.
Any party who is not satisfied with an arbitration judgment may appeal to the court to appeal to the district court of the cooperative's seat. The examination of the appeal in the district court shall be carried out in accordance with Chapter 8 of the Court of Justice A. The statement of appeal, accompanied by a copy of the arbitration decision, shall be submitted to the District Court no later than 60 days after the registration of the arbitration award.
The decision of the District Court may appeal to the Supreme Court if the Supreme Court Article 30, Section 3, of the Court of Justice Of the Court of Justice. When applying for a change, they shall be Chapter 30 of the Court of Justice The provisions on appeal as a second instance in the court of appeal. The Court of Justice of the European Union refers to the Court of Justice of the European Union.
Where an appeal is not challenged, the enforcement shall be subject to the enforcement of the (705/2007) Article 19 of Chapter 2 .
In the case of redemption referred to in Article 4, the redemption price shall be paid within one month from the date on which the judgment in which the redemption is imposed has acquired the force of the law. The stock shall be transferred to the redeemer by performing the redemption price.
The redemption price may be carried out by depositing it at the home office of the cooperative's home office in accordance with the provisions of the law on the deposit of money, value, securities or documents in the form of payment or exemption from other obligations Law (19,1931) If the conditions laid down in Article 1 of that law are to be deposited. In this case, the Redemption shall not reserve the right to recover the redemption price.
After the deposit referred to in paragraph 2, the management of the share book of shares shall only produce the right to a redemption price. The cashier shall have the right to obtain a new book of shares in place of the previously issued share book, which shall be marked as a substitute for the previous share book. If the previous stock book is subsequently released to the redeemer, it shall be cancelled.
The summons and any other service shall be deemed to have been communicated to the cooperative when it has been served on a member of the Board of Directors, the Executive Director or any other person who, individually or in combination with another, is entitled under this law to represent the cooperative.
If none of the representatives of the cooperative referred to in paragraph 1 is registered in the trade register, service shall be effected by the release of the documents to someone in the service of the cooperative or, if no such person is met, by the cooperative The local police authority, in addition to: Article 7 of Chapter 11 of the Court of Justice (2) to (4).
Where a solution concerns a significant aspect of the trade register, the court or arbitral tribunal shall, without undue delay, inform the registry authority of its decision. The court or tribunal shall also inform the register of the validity of the decision.
Every intention.
(1) in breach of the provisions of Article 4, Chapter 21, 4 or 22 of Chapter 22 of the statutory auditor,
(2) act as a second intermediary in order to circumvent the provision of this law or the rules governing the restriction of voting rights; or
(3) the protection of a member, of a share or of the other owner of a share, or of creditors, in breach of the provisions of this Act;
Shall be condemned, if the act is not minor or otherwise provided for by law, On a cooperative crime Fine or imprisonment for a period not exceeding one year.
Every intention.
(1) have failed to comply with the provisions of Chapter 4 of the list of Member States or their owners or to be seen in accordance with the provisions of Chapter 4;
(2) in breach of Article 25 (4) or Article 41 (1) of Chapter 5 concerning the holding of a meeting of a cooperative or representative meeting; or
(3) in breach of the provisions of this Act concerning the adoption of the financial statements, the activity report or the consolidated financial statements, or the adoption of a final statement on the merger, division, modification or liquidation of the cooperative,
Shall be condemned, if the act is not minor or otherwise provided for by law, Offence of co-operative Fine.
The offence of a cooperative offence shall also be punishable by serious negligence within the meaning of paragraph 1 (3).
The entry into force of this Act shall be regulated by law.
THEY 185/2012 , TaVM 6/2013, EV 48/2013This Act shall enter into force on 1 January 2016.
THEY 254/2014 , TaVM 34/2014, EV 371/2014
