The Law On European Cooperatives By The Implementation Of The Eea Agreement Annex Xxii No. 10 C (Council Regulation (Ec) No. 1435/2003) (Sce-Law)

Original Language Title: Lov om europeiske samvirkeforetak ved gjennomføring av EØS-avtalen vedlegg XXII nr. 10c (rådsforordning (EF) nr. 1435/2003) (SCE-loven)

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Read the untranslated law here: https://lovdata.no/dokument/NL/lov/2006-06-30-50

The law on European cooperatives by the implementation of the EEA Agreement annex XXII No. 10 c (Council Regulation (EC) No. 1435/2003) (SCE-law).

Date LAW-2006-06-30-50 Ministry industry and Fisheries Ministry Recently changed LAW-2007-06-29-81 from 01.01.2008 published in 2006 booklet 9 entry into force 18.08.2006 Change Announced 30.06.2006 short title SCE-Law Chapter overview: the main part the EEA Agreement annex XXII No. 10 c (Council Regulation (EC) No. 1435/2003 of 22 July 2003 on the Statute for European cooperatives (SCE-enterprise)).
In the General provisions chapter. Chapter II. Foundation, paragraph 1. General provisions section 2. Foundation by merger section 3. The transmutation of an existing pool to a SCE-Enterprise Chapter III. SCE-entity's structure, paragraph 1. Two-tier section 2. Ettnivåsystem section 3. Common rules for the ettnivå and tonivåsystemet section 4. General Assembly Chapter IV. The issuance of securities that it is associated with a particular benefits to chapter V. Distribution of profit chapter VI. The annual report and consolidated financial statements Chapter VII. Dissolution, liquidation, insolvency and insolvency nor suspend payment Chapter VIII. Additional provisions and transitional provisions Chapter IX. The final regulations see also allowed 1 apr 2005 Nr. 14. section 1. SCE-regulation agreement XXII No. 10 c (Council Regulation (EC) No. 1435/2003 of 22 July 2003 on the Statute for European cooperatives (SCE-enterprise)) (SCE Regulation) applies that law with the adaptation of Annex XXII to the Agreement Protocol 1 and the agreement by the way.

§ 2. Relationship to other Norwegian legislation For a European cooperatives with registered office in Norway applies rules given in or pursuant to the law applicable to cooperatives in General, or that applies to the business entity driver, similar as far as they are appropriate, and unless anything else follows from the SCE regulation, Ordinance given in pursuance of the Ordinance or SCE law here. A requirement in legislation about organizing that cooperatives do not preclude for the Organization as the European cooperatives.
By doubt about the relationship between the SCE regulation, the law here and other legislation can the King give the regulation that clarifies this.

§ 3. Employees ' influence the King provides by regulation closer to the rules on workers ' influence in a European cooperatives, jf. SCE the regulation article 1 No. 6, including about dispute resolution. The rules in the regulation apply instead of the corresponding rules in the other legislation on employees ' right to representation in the governing bodies.

§ 4. Companies outside the EUROPEAN ECONOMIC AREA that can participate in the Foundation of a European cooperatives an undertaking which does not have its head office in an EEA State, can participate in the Foundation of a European cooperatives for the rules as follows of the SCE regulation article 2 No. 2. section 5. Foundation by merger By formation of a European cooperatives by Fusion after SCE the regulation article 2 No. 1, jf. Article 19 to 34, applies the rules on merger between cooperatives corresponding so far they fit for Norwegian companies participating in the merger, cf. SCE the regulation article 20. Driver participating in Enterprise merger, business that are subject to the laws mentioned in the letter a and b, instead following rules on merger so far they fit supplement the SCE regulation article 20: a) bustadbyggjelagslova Chapter 9, b) burettslagslova § § 10-1 to 10-5.

Business enterprises is the competent authority to issue the certificate referred to in article 29 SCE the Regulation Nr. 2, and to check the legality of the merger after SCE the regulation article 30.

section 6. Foundation by transmutation By the publication of the conversion plan for SCE the regulation article 35 No. 4 apply the rules of the pool section 1511 corresponding so far they fit.
Confirmation as mentioned in regulation 35 SCE article Nr. 5 to be given by a chartered or registered auditor.

section 7. Removal of a European cooperatives When removal is decided by SCE-article 7 of the regulation, a European cooperatives by their business name on letters, announcements and other documents to append the words "moving".
By moving a European cooperatives applies the rules in § § 113 law interact to 116 on the implementation of the merger equivalent as far as the fit. By moving a European cooperatives that operate as covered by the laws mentioned in the letter a and b, instead the following rules on the implementation of merger apply so far they fit: a) bustadbyggjelagslova § § 9-8 to 9-11, b) burettslagslova § § 10-3 to 10-5.

The King can shut down the ban on that a European cooperatives move if it is contrary to the public interest, jf. SCE-article 7 of the Regulation Nr. 14. Business enterprises is the competent authority to issue the certificate referred to in article 7 of the SCE the Regulation Nr. 8. section 8. The Organization of a European cooperatives after two-nivåsystemet For a European cooperatives organized by two-nivåsystemet after see-the regulation article 37 to 41, applies rules of law and interact Chapter 6 other rules in concurrence law of entity's management so far they fit, and unless something else does not follow the regulation of the SCE. For the management body comes to interact the rules about the Board accordingly so far they fit, and for the regulatory body applies rules on control of the law interact corresponding so far they fit. The company shall have a General Manager unless the Statute provides otherwise. For the daily leader comes to interact the rules on General Manager equivalent as far as the fit.
Management body should have at least three members.
It can be fixed in the statutes that members of the management organ shall be appointed and removed by the general Assembly, jf. SCE the regulation article 37 No. 2 the second paragraph.
A member of the regulatory body that safeguards the task to a member of a management body for the SCE regulation article 37 No. 3, can do this for a period of time which must not be longer than two months.

§ 9. The Organization of a European cooperatives after one-nivåsystemet For a European cooperatives organized by one-nivåsystemet after see-the regulation article 42 to 44, the rules of law apply to Chapter 6 and interact other rules in concurrence law of entity's management so far they fit, and unless something else does not follow the regulation of the SCE. For the management body comes to interact the rules about the Board accordingly so far they fit.
The company shall have a General Manager unless the Statute provides otherwise. For the daily leader comes to interact the rules on General Manager equivalent as far as the fit.
The administrative organ shall have at least three members.

§ 10. Impersonation right and more. A European cooperatives can fix in the Statute who can represent the company externally after the rules as follows of the SCE regulation article 47 No. 4. the undertaking not SCE is bound in cases as mentioned in the SCE regulation article 47 No. 2 the second paragraph.

section 11. Notice of annual general meeting the District Court is the competent authority to convene the general Assembly after the SCE regulation article 54 No. 2. section 12. Compulsory winding up business enterprises may require that a European cooperatives wound up in accordance with the SCE regulation Article 73 No. 1. by forced liquidation of a SCE-enterprise after SCE the regulation Article 73 comes to the provisions of § § 141 law interact to 144 corresponding so far they fit.
A kjæremål of a ruling on the resolution when a European cooperatives no longer meets the requirements of article 6 SCE the regulation, have suspensive effect.
Business enterprises should make such notices your mentioned in the SCE regulation Article 73 No. 5. section 13. Ikraftsetting Law is valid from the time the King decides. 1 section 14. Changes in other laws from the time the law takes kraft1 following changes are made in other laws:--the EEA Agreement annex XXII No. 10 c (Council Regulation (EC) No. 1435/2003 of 22 July 2003 on the Statute for European cooperatives (SCE-enterprise)).

Note from the editors of the Norwegian laws: it follows from the EEA Agreement Protocol 1 Nr. 1 that the introduction (preamble) to the legislation that agreement deals with, is not adapted to the EEA, and that the introduction is relevant only to the extent that it can contribute to a correct interpretation of the instrument within the framework of the EEA Agreement. These are here highlighted by putting the introduction in italics within square brackets. It follows on from Protocol 1 Nr. 7 to no. 9 that the concepts of "Community", "EF" and "Member State" must be understood as "EEA" and "EEA State". This is highlighted by the fact that the editors have added "[EEA]" and "[State]" in the text. 
[The Council of the European union-having regard to the Treaty establishing the European Community, in particular Article 308, having regard to the proposal from the Commission, having regard to the opinion of the European Parliament, having regard to the opinion of the European economic and Social Committee and based on the following considerations: 1) the European Parliament adopted 13. April 1983 a resolution on European communities interacts, 9. July 1987 a decree about the samvirkers contribution to regional development, 26. May 1989 a resolution on women's role in the interact and local employment initiatives, 11. February 1994 a resolution on samvirkers's contribution to regional development and 18. September 1998 a resolution on samvirkers importance to the increased employment among women.

2)

The implementation of the internal market and the improvements it creates in the economic and social situation throughout the Community mean not only that barriers to trade must be removed, but also that the production structures must be adapted to the Community dimension. To this end, it is crucial that companies of all types if the business is not limited to cover purely local needs, should be able to plan and carry out the reorganisation of their business on the community.

3) the legal framework within which business must be operated within in the Community is still based largely on national laws and therefore no longer corresponds to the economic framework it must be developed within the objectives laid down in the Treaty if article 18 should be reached. This situation poses a significant obstacle to the establishment of enterprise groups of companies from different Member States.

4) the Council has adopted Regulation (EC) No. 2240/2001 on the Statute for the European company (SE), in accordance with the General principles of public limited companies. This instrument is not suitable for samvirkers special character.

5) the European financial group (EØFG), created by Regulation (EEC) Nr. 2137/85, makes it possible for enterprises to promote certain activities jointly, while retaining their independence, but does not meet the samvirkers specific requirements.

6) to ensure equal competition conditions and contribute to its economic development, the community should make sure that interact, which is an organizational form that is widely recognized in all Member States, the appropriate legal instruments that can help them to develop their transnational business. The United Nations has urged all Governments to create a favourable environment in which to interact can participate on the same terms as other business forms.

7) Interact is first and foremost groups of natural or legal persons who base their business on the other principles than other market participants. These include the principles of democratic structure and control and equitable distribution of the net proceeds for the fiscal year.

8) these particular principles include notably the principle of people's precedence, which is reflected in the specific rules on membership, resignation and exclusion, in which the principle of "one person, one vote" is set out and voting power is related to the person, which means that members do not have any rights with respect to samvirkets assets.

9) Interact has a share capital, and members can be natural or legal persons. These members can posed partially or completely by customers, employees, or vendors. When a pool is made up of members who themselves are to interact, termed it as a "secondary" or "second-degree" cooperative. Under certain circumstances, a pool among its members also have a certain proportion of investor members that is not using its services, or third parties beneficiaries of samvirkets business or perform work on its behalf.

10 the most important goal for) a European cooperatives (hereafter referred to as "SCE-enterprise") should be to satisfy members ' needs and/or develop their economic and/or social activities, in accordance with the following principles:-the business should be to the mutual benefit of the members so that each Member benefits from SCE-the company's business in accordance with his/her efforts, members of the SCE the entity should also be customers , employees or suppliers, or otherwise involved in the SCE-the company's business,-control of SCE-the entity should be evenly distributed between the members, although weighted voting may be allowed to reflect each Member's effort in the SCE-the enterprise, it should be limited interest on loan and share capital, dividends should be distributed out from the members ' business in the SCE-entity or used to meet their interests, it should not be any artificial obstacles to membership ,-by resolution nettoaktiva and should be allocated in accordance with the book the principle of altruism, that is, allocation to another pool unit that has similar aims or purpose of general interest.

11) cross-national collaboration between interact in the community is currently difficult because of legal and administrative issues that should be resolved in a market without borders.

12) the introduction of a European legal form for interact based on common principles but taking into account their special character, should make it possible for them to exercise their business outside their own national borders in all or part of the community's territory.

13) the main purpose of this regulation is to enable the creation of SCE-enterprise by physical persons resident in different Member States or legal persons which are established for different medlemssters [the EEA States] legislation. It will also make it possible to create a SCE-enterprise by two existing interact merges, or by a national pool is converted to the new form without first dissolve, when this pool ' has its registered office and head office in one Member State [State] and an established place of business or a subsidiary company in another.

14) in view of the particular community characterized by a SCE-enterprise, affecting the system of "actual business office" as for SCE-enterprise are introduced with this regulation, Member States ' [the EEA States '] legislation and anticipating any choice to be made for other Community texts on company law.

15) references to capital in this regulation should include only the character capital. They should not include any private assets/equity in the SCE-the entity that is not dealt.

16) this regulation does not include other legal areas such as taxation, competition, intellectual property or insolvency. On the above sites and on other sites that are not covered by this regulation, therefore, the provisions of Member States ' [the EEA States '] law and in Community law application.

17) policies for employees ' influence in European cooperatives is set out in Directive 2003/72/EC, and those provisions thus form an inseparable padding of this regulation and must be applied in conjunction with this.

18) it's made significant progress in working with the approach of national company law so that it also for the SCE-enterprise can be shown to certain provisions adopted by the Member State [Contracting State] where the SCE entity has its registered office, in view of the implementation of directives on companies in areas where its behavior does not require uniform Community rules, to the extent such provisions are suitable for regulation of SCE-entity's business , especially:-first Council Directive 68/151/EEC of 9. March 1968 on coordination of the guarantees required in the Member States [the EEA States] of companies as defined in the Treaty's article 58 the second paragraph to protect participants ' interests, and third party company, with the purpose to make the guarantees equal-Fourth Council Directive 78/660/EEC of 25. July 1978 with authorization in the Treaty's article 54 section 3 letter g) of annual financial statements for certain business entity,-seventh Council Directive 83/349/EEC of 13. June 1983 with authorization in the Treaty's article 54 section 3 letter g) on consolidated financial statements,-eighth Council Directive 84/253/EEC of 10. April 1984 with authorization in the Treaty's article 54 section 3 letter g) on the approval of persons responsible for statutory auditing of financial statements,-the eleventh Council Directive 89/666/EEC of 21. December 1989 on public disclosure regarding affiliates established in a Member State [State] of certain forms of companies that are subject to another Member State [EEA] legislation.

19) Business in the area of financial services, especially when it comes to credit institutions and insurance companies, have been the subject of legislative measures pursuant to the following directives:-Council Directive 86/635/EEC of 8. December 1986 about the bankers and other financial institutions ' annual financial statements and consolidated financial statements-Council Directive 92/49/EEC of 18. June 1992 on the coordination of laws and regulations on direct insurance with the exception of life insurance and amending Directive 73/239/EEC and 88/357/EEC (third directive on insurance than other life insurance).

20) this organizational form should be voluntarily-adopted this Regulation: chapter I.] General provisions Nature 1. SCE-entity's form 1. It can be stapled cooperatives in the community [EEA] territory in the form of European cooperatives (SCE-enterprise) on the terms and in the manner laid down in this regulation.

2. SCE entity drawing capital must be divided into shares.
The number of members and the size of the capital of an SCE-enterprise to be able to vary.
Unless otherwise determined in the statutes of the SCE-the entity when it formed, each Member shall be responsible only for the amount he/she has the character for. If the members of the SCE entity has limited liability, the SCE entity's company end with the words "with limited liability".

3. An SCE-enterprise should have as their main purpose to satisfy members ' needs and/or develop their economic and social activities, in particular through the conclusion of agreements with them to deliver the goods or services or carry out the work of the type of entity or SCE carries out lets perform. A SCE-enterprise may also have as purpose to satisfy members ' needs by promoting their participation in economic activities, on the above way, in one or more SCE-enterprise and/or national interact. A SCE-enterprise can conduct its business through a subsidiary company.

4. An SCE-enterprise can not let other than members enjoy their business or let others participate in it, except where otherwise provided for in the Statute.

5. An SCE-enterprise should be a separate legal entity.

6. Employees ' influence in a SCE-enterprise should be regulated by the provisions of Directive 2003/72/EC.

Art 2. Foundation

1. An SCE-enterprise can be stapled in the following ways:-by five or more natural persons resident in at least two Member States [EEA States],-by five or more natural persons and companies and enterprises according to the Treaty's article 58 the second paragraph and other public-or private-law legal entities that are established in accordance with a Member State [EEA] legislation, a resident in or regulated by at least two Member States [the EEA States] legislation ,-of companies and enterprises according to the Treaty's article 58 the second paragraph and other public or private-law legal entities that are established in accordance with a Member State [EEA] legislation, regulated by at least two different Member States [the EEA States] legislation,-by a merger between interacts that are founded in accordance with a Member State [EEA] legislation, with their registered office and head office in the community [EEA], provided that at least two of them governed by the different Member States [the EEA States] legislation ,-by the transmutation of a pool formed in accordance of a Member State [EEA] legislation and which have their registered office and head office in the community [EEA], if for at least two years have had a place of business or subsidiary that is regulated by another Member State [EEA] legislation.

2. A Member State [State] can determine that a legal entity with headquarters that is not in the community [EEA], can participate in the Foundation of a SCE-enterprise if the legal person is established in accordance with a Member State [EEA] legislation, the business office in this Member State [Contracting State] and have a real and lasting connection to a Member State [EEA] economy.

Art 3. Minimum capital 1. A SCE-Enterprise capital must be expressed in national currency. A SCE-enterprise with registered office outside the euro area may also express its capital in euro.

2. The character capital must be at least 30 000 euros.

3. The laws of a Member State [State] that requires larger character capital for legal entities exercising certain forms of business, applies to the SCE-enterprise with registered office in this Member State [Contracting State].

4. The statutes shall fix a minimum amount, that it not be permitted to draw capital come under as a result of repayment of the shares to the members who quit their membership in the SCE-enterprise. This amount shall not be less than the amount set out in the No. 2. The time limit for using the right to refund to members who quit their membership in the SCE-entity, as set out in article 16, should be postponed if the refund will cause the drawing capital comes under the set limit.

5. The capital may be increased through the later payments from the members or admission of new members, and it can be reduced through full or partial repayment of the claim, without prejudice to the No. 4. changes in capital size does not require modification of the statutes or disclosure.

Art 4. SCE-the company's capital 1. A SCE-Enterprise drawing capital to be posed by the members ' shares, expressed in the national currency. A SCE-enterprise with registered office outside the euro area may also express its capital in euro. It can be issued more than one category shares.
Of the Statute, it can be determined that the different categories should be attached to shares different rights with respect to the distribution of profits. Shares related to the same rights shall belong to the same category.

2. The capital may consist only of assets that can be given a financial review. Member shares cannot be issued against the obligations to perform work or provide services.

3. The shares shall sound in the name. Shares of the same category shall have the same face value. It shall be determined in the Statute. Shares may not be issued to a value that is lower than their face value.

4. Shares that are issued against cash payment will be on the date they are drawn, be paid with at least 25% of the face value. The remaining amount should be paid within five years, unless a shorter period is laid down in the Statute.

5. Shares issued against other than cash payments, to be paid in full when they are drawn.

6. The legislation on the appointment of the expert witnesses and the review of other than cash benefits that apply to public limited liability companies in the Member State [the EEA State] where the SCE-the company's registered office is situated, the corresponding application of the SCE enterprise.

7. Of the Statute to which it is determined the minimum number of shares that must be drawn to achieve membership. If it is determined in the statute that the majority at general meetings shall be made up of members who are natural persons, and if they establish a drawing requirements for members who wish to participate in SCE-the company's business, they may not make membership conditional on that it plotted more than one share.

8. when the annual general Assembly takes position to the financial statements, the decision to determine the size of capital at the end of the fiscal year as well as the difference in relation to the previous fiscal year.
At the suggestion of management or management body can the drawing capital be increased through capitalization of all or part of the reserves available for distribution, after the decision in the general Assembly, in accordance with the requirements of decision making skill and majority that apply at the change of the Statute. New shares will be allocated to members in relation to the shares of the capital they have had to date.

9. Andelenes face value can be increased through the transmutation of the shares issued. If such an increase in accordance with the provisions of the statute requires the additional payment from the members, to the meet this decision of the general Assembly in accordance with the requirements of decision making skill and majority that apply at the change of the Statute.

10. Andelenes face value can be reduced through the Division of the issued shares.

11. In accordance with the Statute and with the consent of either the general Assembly or the management or administrative organ, shares may be assigned or sold to a member or to a person who is admitted as a member.

12. An SCE-enterprise can not draw, purchase or accept as collateral its own shares, either directly or through a person acting in his own name, but on behalf of SCE-enterprise.
A SCE-enterprise shares can still be accepted as collateral in the ordinary transactions of SCE-enterprise that are credit institutions.

Art 5. Articles of Association 1. According to this regulation to be "SCE-the company's articles of Association" to mean both the foundation document, and if they are set out in a separate document, SCE-entity's bylaws.

2. The founders to fix the company's articles of Association, SCE in accordance with the provisions of the Foundation of the interact set out in the laws of the Member State [the EEA State] where the SCE entity has its registered office. The by-laws shall be in writing and signed by the founders.

3. Legislation on preventive control that applies by the Foundation of the public limited liability companies in the Member State [the EEA State] where the SCE entity has its registered office, the corresponding application on the control of the Foundation of the SCE enterprise.

4. the company's articles of Association, SCE shall as a minimum include:-SCE-entity's company, with the acronym "SCE" before or after, and if applicable, the words "with limited liability", specifier of the entity's purpose,-the name of the physical people and business to the companies who are founders of the SCE the entity, with the specification of their purpose, and in the latter case, their registered office, address to the SCE-entity's business office,-the conditions and the procedures for membership , exclusion and retirement, members ' rights and obligations-and, if the various Member categories as well as the rights and obligations of members in each category, the face value the value of the shares subscribed, the size of the drawing capital, and a piece of information that the capital can vary, special rules for the part of the proceeds, if any, will be transferred to the reserve fund, the authority and the competence the members of each governing body have governing regulations, appointment and removal of the members of the governing bodies,-the rules of majority and decision-making skill,-the company's lifetime, if it is limited.

Art 6. The company's business Office Business Office SCE will be located in the community [EEA], in the same Member State [State] as the head office. A Member State [State] may in addition impose SCE-companies registered on its territory an obligation to have its head office and registered office in the same place.

Art 7. The relocation of the registered office 1. A SCE-Enterprise Business Office can be moved to another Member State [State] in accordance with no. 2-16. So moving should not lead to resolution of the SCE the entity or to the creation of a new legal person.

2. Management or administrative organ shall draw up a moving plan and publish it in accordance with article 12, without any additional publications forms which are laid down by the Member State [Contracting State] where the business office is situated, are affected. The plan will provide the current company, registered office and registration number of the SCE entity and shall include: a) the planned business Office for SCE entity, b) the planned Statute of SCE-entity, possibly with the new company, c) the planned time frame for the move, d) the consequences that the move will be able to get for workers ' influence, e) any rights provided for the protection of members, creditors and holders of other rights.

3. Management or administrative organ shall draw up a report explaining and justifying the legal and economic aspects of the move as well as the sysselsettingsmessige the consequences, and that explains the implications of the move for members, creditors, employees and holders of other rights.


4. SCE-entity's members, creditors and holders of other rights, and any other bodies according to national law can exercise such a privilege, to be at least a month before the annual general meeting that will decide to move, have the right to review move schedule and the report prepared in accordance with no. 3, and on request free of charge get copies of these documents, by the SCE-the company's registered office.

5. A member that went against the decision on moving at the general meeting or on a sector or section meeting, within two months from the decision of the general Assembly to report their departure. Your membership will expire at the conclusion of the fiscal year when the issue was reported, and the move should not apply for this member. The issue is going to give the Member the right to repayment of shares on the terms and conditions set out in article 4 Nr. 41 and article 16.

6. It may not meet decision to move before it's been two months after the plan is made public. Such a decision shall be taken as laid down in article 62 Nr. 4.2 7. Before the competent authority issues the certificate mentioned in Nr. 8, SCE-the company prove that it with respect to the claims that occurs before the publication of the move plan, as well as the interests of creditors and holders of other rights to SCE-the entity (including public organers rights), provides adequate protection in accordance with the requirements laid down by the Member State [Contracting State] where the SCE entity has its registered office prior to the removal.
A Member State [State] may extend the application of the first paragraph to the receivables that arise, or that may occur before the move.
The first and the second paragraph does not affect the application of the SCE-enterprise of the medlemssters [the EEA States] national legislation on redemption or securing of payments to government agencies.

8. In the Member State [the EEA State] where the SCE entity has its registered office, a court, a notary public or any other competent authority issuing a certificate confirming the completion of all work with documents and formalities before moving.

9. the new registration may not be made before the certificate mentioned in Nr. 8 is provided and it is provided evidence that the formalities required for registration in the State for the new business office, are conducted.

10. The move of a SCE-enterprise business office and the amendments arising from this, to take effect on the date on which the SCE is registered, the undertaking in accordance with article 11 no. 1, in the registry for the new business office.

11. When the new registration of the SCE entity is carried out, to the registry for the new registration under the correct registry for the old registration. The old registration is to be deleted when this underretningen is received, but not before.

12. the new registration and the deletion of the old registration shall be made public in the affected Member States [the EEA States] in accordance with article 12.

13. After the new registration of a SCE-enterprise are made public, the new business office be made against third parties. As long as the deletion of the registration of the SCE the entity from the register for the previous business office is not published, third parties can still invoke the previous business office, unless the SCE-the company proves that such third parties had knowledge of the new business office.

14. A Member State [EEA] legislation can fix that with regard to the SCE-enterprise registered in this Member State [Contracting State], moving a business office that will lead to change in the legislation that applies, not if the competent authority in that Member State [Contracting State] make objections to the move within the two-month time limit mentioned in Nr. 6. Such objections can only be justified from the public interest.
When an SCE-enterprise is subject to supervision by a national financial supervisory authority in accordance with Community directives, apply to the right to raise objections to the relocation of the business Office also for this authority.
Objections should be able to be brought before a judicial authority.

15. An SCE-enterprise cannot move its registered office if it is initiated the procedure for winding-up, including voluntary winding-up, insolvency, dissolution or insolvency nor suspend payment or any other similar procedure against it.

16. An SCE-enterprise that has moved its registered office to another Member State [State], with respect to any dispute arising before the move as set out in no. 10, be considered as having their registered office in that Member State [State] where SCE entity was registered before the move, even if the SCE company sued after the move.

Art 8. Legislation to be applied 1. A SCE-enterprise should be regulated: a) of this regulation, b) when it is expressly permitted by this regulation, by the provisions of the company's articles of Association, c) when it comes to relationships that are not regulated by this regulation, or when a relationship is partly regulated by it, of the pages that are not covered by it, by: in) law the provisions adopted by the Member States [the EEA States] to the implementation of Community measures that specifically concern the SCE-Enterprise , ii) the provisions of the Member States ' [the EEA States '] legislation that will make the application on a pool established in accordance with the laws of the Member State [Contracting State] where the SCE entity has its registered office, iii) the provisions of its statutes, in the same way as for a pool established in accordance with the laws of the Member State [Contracting State] where the SCE entity has its registered office.

2. If national law provides specific rules and/or restrictions related to the kind of business a SCE-Enterprise performer, or the form of control made by a supervisory authority, should this legislation in its entirety apply on SCE enterprise.

Art 9. The principle of equal treatment without prejudice to this regulation to an SCE-enterprise in each Member State [State] is treated as a pool formed in accordance with the laws of the Member State [Contracting State] where it has its registered office.

Art 10. Information to be entered in the documents 1. The current legislation for public limited liability companies in the Member State [the EEA State] where the SCE entity has its registered office, and governing the content of the letters and documents sent to third parties, shall have the corresponding application of the person SCE-enterprise. SCE-entity's company to have the acronym "SCE" before or after, and if applicable, the words "with limited liability".

2. Only the SCE-enterprise can have the abbreviation "SCE" before or after their company to determine their legal form.

3. Companies and other legal entities registered in a Member State [State] before the date of entry into force of this forordnings, and that has the company where the abbreviation "SCE" appears shall not be required to change the company.

Art 11. Registration and disclosure 1. Each SCE-enterprise should be registered in the Member State [State] where it has its registered office, in a register specified in this Member State [EEA] legislation in accordance with the laws for public limited companies.

2. An SCE-enterprise can be registered only if it is entered into an agreement on arrangements for the employees ' influence in accordance with article 4 of Directive 2003/72/EC or it's hit a decision according to article 3 of the directive no. 6 or the period for negotiations pursuant to article 5 of the directive has expired without an agreement has been signed.

3. For an SCE-enterprise to be able to be registered in a Member State [State] that have seized the opportunity referred to in article 7 No. 3 of Directive 2003/72/EC, it must be either entered into an agreement according to article 4 of the directive about arrangements for workers ' influence, including participation, or none of the participating must kooperativene have been regulated by the medbestemmelses rules before registration of the SCE.

4. SCE-entity's articles of association must not at any time come into conflict with the established arrangements for employees ' influence. If the new such arrangements determined pursuant to Directive 2003/72/EC comes into conflict with existing statutes, the statutes shall be modified to the extent that is required.
In this case, a Member State [State] stipulate that management or administrative organ of the SCE entity shall have the right to make changes without further stipulated the decision from the general meeting.

5. The current legislation on public limited liability companies in the Member State [the EEA State] where the SCE entity has its registered office in the case of disclosure of the documents and other information, to get the corresponding application of the person SCE-enterprise.

Art 12. Disclosure of the documents in the Member States [the EEA States] 1. Disclosure of the documents and information on a company that SCE shall be made public in accordance with this regulation, shall be made in the manner set forth in the law on public limited companies in the Member State [State] where the SCE entity has its registered office.

2. The national provisions adopted pursuant to Directive 89/666/EEC apply to branches of an SCE-enterprise that is established in another Member State [State] than the one where the business office is situated. Member States [the EEA States] can still fix the exception from the national provisions for the implementation of the said directive in order to take into account the samvirkers special character.

Art 13. The publication in the official journal of the European Union

1. Notice of an SCE-enterprise registration and slettelse of such registration to offfentliggjøres for orientation in the European Union official journal after the publication in accordance with article 12. This message will contain the SCE-entity's company, number and the registration date and place, public cleaning date and place and the publication's title, SCE-the company's registered office and its business sector.

2. If a SCE-enterprise business office moves in accordance with article 7, it should be made public a message with the information that is set out in the No. 1, along with the information that applies to the new registration.

3. The information mentioned in Nr. 1 will be sent to the Office for official publications of the European communities within one month after the publication referred to in article 12 Nr. 1. species 14. Acquisition of membership 1. Without that article 33 No. 1 letter b) are affected, to the acquisition of membership of an SCE-enterprise approved by the management or administrative organ. Candidates who are denied membership, may appeal to the general Assembly that will be held after it is applied for membership.
If it is allowed in the laws of the Member State [Contracting State] where the SCE entity has its registered office, it can be determined in the by-laws that the people who do not want to use or produce the SCE-the company's goods and services, can be admitted as investor members (non-users). The acquisition of this type of membership requires approval from the general Assembly or other body as the general Assembly delegates authority to give approval, or according to the Statute.
Members that are legal entities, are to be considered as users out from the fact that they represent their own members, provided that those of their members who are natural persons, are users.
Unless otherwise provided for in the by-laws, membership of an SCE-Enterprise acquired by natural persons or legal entities.

2. the articles can give access from other conditions, in particular:-drawing of a certain minimum capital,-terms related to SCE-the company's purpose.

3. Where it is provided for in the statutes, members requested additional capital grants.

4. An alphabetical register of all members shall be entered on the SCE-entity's business office, with members ' addresses, number of shares, and any category of shares they have. Any party which has a direct legal interest, on request can gain access to the registry, and can get a copy of the whole register or part of it at a price that does not exceed the associated management costs.

5. All transactions that affect the way the capital is drawn or be assigned to, or increase or decrease, to be noted in the Member registry mentioned in Nr. 4 no later than one month after the change.

6. The transactions mentioned in Nr. 5 shall not have effect for SCE entity or third parties who have a direct eligible interest before they are listed in the register mentioned in Nr. 4.7. Members shall on request make a written statement confirming that the change is registered.

Art 15. Termination of membership 1. Membership shall cease:-by issue,-by the exclusion, if the Member is guilty of a serious breach of his/her obligations or acts contrary to the SCE-entity's interests,-if the Statute allows it, by the transfer of all shares held by a member or a natural person or a legal entity that has been a member, by resolution if the Member is not a physical person ,-by the bankruptcy,-by deaths, in other situations-if applicable, as set out in the by-laws or the laws of the Member State to interact in [Contracting State] where the SCE entity has its registered office.

2. A minority member who opposed an amendment to the statutes at the general meeting whereby: it was introduced in) new obligations in respect of payments or other services, or ii) current obligations for members were substantially extended, or iii) the time limit for notification of resignation from the SCE was extended to the company more than five years, 1 can sign his resignation within two months of the decision at the general meeting.
Membership shall cease at the end of the current fiscal year in the cases mentioned in the first paragraph Nr. I) and ii), and by the end of the time limit to notify that applied before the statutes were changed, in the case mentioned in Nr. III). The change of the statutes shall not apply for this member. The issue is going to give the Member the right to repayment of shares on the terms and conditions set out in article 3 No. 4 and article 16.

3. The decision to exclude a member shall get hit by management or management organ, after the Member has been given the opportunity to make a statement. The Member may appeal such a decision in the general Assembly.

Art 16. Members ' economic rights at the departure or exclusion 1. Except when the shares transferred and subject to article 3, to the cessation of membership give the Member the right to receive a refund of his/her share of the drawing capital, reduced in proportion to any losses caused to the SCE-the company's capital.

2. The amounts according to the fratrekkes Nr. 1, is to be calculated from the balance sheet for the financial year in which the right to a refund occurred.

3. The statutes shall determine the procedures and conditions for the exercise of the right of departure and fix the time limit for repayment, which cannot exceed three years. In no event will SCE entity be obligated to make the refund less than six months after approval of the balance sheet set out after the cessation of membership.

4. No. 1, 2 and 3 apply also where only a part of a member's shares to be repaid.

Chapter II. Foundation, paragraph 1. General provisions Art 17. Legislation that applies at the Foundation 1. Without prejudice to the provisions of this regulation should be the Foundation of a SCE-enterprise is governed by the laws that apply to interact in the Member State [the EEA State] where the SCE-the entity establishes its registered office.

2. The registration of an SCE-enterprise to be made public in accordance with article 12.

Art 18. The acquisition of the status of legal entity 1. A SCE-enterprise to get the status of legal entity the day it is registered in the Member State [the EEA State] where it has its registered office, in the register designated by the State concerned in accordance with article 11 no. 1.2. If it is carried out actions in an SCE-business name prior to registration in accordance with article 11 and the SCE-the entity after the registration does not assume the obligations arising out of such acts, the natural persons, companies or other legal entities which performed the actions, be held jointly and severally responsible for them, without restriction, unless there is agreement about something else.

Section 2. Foundation at fusion Art 19. Procedures for Foundation by merger A SCE-enterprise can stapled through a merger made in accordance with:-the procedure for merger by acquisition, the procedure for merger by the formation of a new legal person.

In the case of merger by acquisition should take the form of acquiring a pool ' SCE-enterprise at the time of the merger. In the case of merger by formation of a new entity, the latter shall take the form of an SCE-enterprise.

Art 20. Legislation that applies by Fusion For conditions that are not covered by this section, or if a relationship is covered in part by it, for those pages that are not covered, to each participating in the cooperative foundation of a SCE-enterprises by merger, be regulated by the internal legal provisions of the Member State [Contracting State] that is subject to the applicable on mergers of interact, and in the absence of such , the provisions for the internal mergers of public limited companies in accordance with that legislation.

Art 21. Reasons for objection against a merger A Member State [EEA] law may stipulate that a pool that is governed by the laws of the Member State [Contracting State], can not participate in the Foundation of a SCE-enterprises by merger if the competent authority in that Member State [Contracting State] makes objections against it before the issuance of the certificate referred to in article 29 No. 2. Such objections can only be justified from the public interest. Objections should be able to be brought before a judicial authority.

Art 22. Terms of merger 1. Management or administrative organ of merging interact to develop a restructuring plan. The merger plan shall contain the following information: a) company and registered office of each of the merging samvirkene, as well as company and business office scheduled for SCE entity, b) exchange ratio for the shares of the drawing capital and the size of any cash payment. If there are no shares, a precise division of the assets and the corresponding value in the shares, c) closer to the rules for the allocation of shares in the SCE-enterprise, d) from which point the shares in SCE entity gives the right to take part in the profit, and all special conditions associated with this privilege, e) from which point the transactions in the merging samvirkene the accounting shall be carried out for the SCE-entity's expense , f) the special conditions or advantages attached to the bonds or other securities than shares which, according to article 661 does not give right to membership, g) which rights SCE-the company provides andelsinnehavere with special rights and holders of securities other than shares, or the measures proposed with regard to them, h) forms of protection of the rights of the kreditorenes in the merging samvirkene , in) any particular advantage granted to the experts who are reviewing the merger plan or to the members of the merging samvirkenes the Administration, management, supervisory or control organs, j) SCE-the company's articles of Association, k)

information about the procedures used when according to Directive 2003/72/EC determined arrangements for employees ' influence.

2. The merging samvirkene can add additional points in the merger plan.

3. The laws that apply to public limited companies ' merger plans will get the corresponding application on cross-national merger of interact with a view to the establishment of a SCE-enterprise.

Art 23. Explanation of and justification for the merger plan administration or management organs of each merging cooperative shall draw up a detailed written report explaining and justifying the legal and economic merger plan, especially the andelenes conversion ratio. The report shall also indicate any special difficulties by the assessment.

Art 24. Public 1. The laws that apply to public limited companies about disclosure of merger plans get the equivalent application of each merging cooperative, without prejudice to additional requirements provided for by the Member State [Contracting State] as the current pool ' is subject to.

2. Publication of the merger plan in the national announcements leaf should still contain the following information for each of the merging samvirkene: a) form, company and business Office of each merging cooperative, b) the address of the place or the registry in which the statutes and all other documents and information are deposited for each merging cooperative, and the registration number in the registry, the designation of c) the detailed rules for the exercise of the rights of the creditors in the appropriate pool ' , determined in accordance with article 28, as well as the address where the full details of these rules can be obtained free of charge, d) specification of the detailed rules for the exercise of the rights of the members of the current pool ', determined in accordance with article 28, as well as the address where the full details of these rules can be obtained free of charge, e) planned name and registered office of the SCE enterprise, f) criteria for the determination of the date on which the merger will effect pursuant to article 31.

Art 25. Disclosure 1. Each Member shall have the right to, at least one month before the annual general meeting that will decide the merger, putting themselves into the following documents by business office: a) merger plan referred to in article 22, b) annual accounts and annual reports of the merging samvirkene for the last three fiscal years, c) a financial statement prepared in accordance with the provisions for the internal mergers of public limited liability companies, to the extent that such a statement is required in these provisions , d) the report on the value of the sakkyndiges shares to be allocated in Exchange with the fixed assets of the merging samvirkene, or andelenes conversion ratio as set out in article 26, e) report from the administration or management organs as provided for in article 23.

2. Any member may, upon request and free of charge get a full copy, or if he/she wants it, a statement of the documents mentioned in Nr. 1. Art 26. Report from the independent expert 1. For each merging cooperative shall one or more independent experts appointed by the pool in accordance with the provisions of article 4 Nr. 6, review the merger plan and draw up a written report to the members.

2. a single report for all merging interact can be drawn up where this is permitted by the laws of the Member States [the EEA States] samvirkene is subject to.

3. When it comes to sakkyndiges rights and obligations will get the legislation that applies to the mergers of public limited companies, corresponding to the application of the merger of interact.

Art 27. Approval of the merger plan 1. The General Assembly in each of the merging samvirkene to accept the merger plan.

2. Employees ' influence in the SCE-the entity to be determined pursuant to Directive 2003/72/EC. The General Assembly in each of the merging samvirkene can set as a condition for the registration of the SCE-the entity that the general Assembly expressly accepts the arrangements that are determined in this way.

Art 28. Legislation that applies at the Foundation by Fusion 1. The laws of the Member State [State] governing each merging cooperative, apply as in the case of a merger of public limited companies, thereby taking into account the cross-border nature, when it comes to the protection of the interests of:-the creditors to the merging samvirkene,-bond owners in the merging samvirkene.

2. A Member State [State] can with regards to the merging samvirkene which is regulated by its law, adopt provisions with a view to ensure appropriate protection for members who have gone against the merger.

Art 29. Control of the procedure by Fusion 1. The legality of a merger shall, when it comes to the part of the procedure concerning each merging cooperative, in accordance with the merger legislation for interact in the Member State [State] that the merging is governed by the pool ', and in the absence of such legislation, the provisions for the internal mergers of public limited companies in accordance with that legislation.

2. in each affected Member State [State] to be a court, a notary public or any other competent authority issuing a certificate that confirms that the documents and formalities that go ahead of the merger, is completed.

3. If the law of a Member State [State] as a merging cooperative is subject to, sets out a procedure for the analysis and modification of andelenes conversion ratio, or a procedure for the remuneration to the minority members, without preventing the registration of the merger, such procedures are applied only if the other merging samvirkene which is located in the Member States [EEA States] that does not determine such a procedure, when they approve the merger plan in accordance with article 27 No. 1, expressly accept the possibility that this merging samvirkets members have access to such a procedure. In such cases, a court, a notary public or any other competent authority issuing the certificate mentioned in Nr. 2 even if such procedure is initiated. The certificate must still specify that the procedure has not been closed. The decision adopted at the conclusion of the procedure shall be binding on the acquiring pool ' and all of its members.

Art 30. The control of the legality 1. The legality of a merger shall, when it comes to the part of the procedure that concerns the implementation of the merger and the Foundation of the SCE the enterprise, controlled by a court, a notary public or any other competent authority in the Member State [the EEA State] to the SCE-the company's future business office that can control this page by the legality of the merger of interact, and in the absence of such provisions, of public limited companies.

2. For this purpose to each merging cooperative send the competent authority the certificate referred to in article 29 No. 2 within six months after it is issued, along with a copy of the merger plan approved by the pool.

3. The authority referred to in no. 1 to ensure that the particular merging samvirkene have approved the merger plan on the same terms and that arrangements for workers ' influence is determined according to Directive 2003/72/EC.

4. This authority shall also ensure that the SCE-the company is founded in accordance with the requirements of the laws of the Member State [State] where it has its registered office.

Art 31. The registration of the merger 1. A merger and at the same time the Foundation of a SCE-Enterprise get the effect on the date on which the SCE is registered-in accordance with the company article 11 no. 1.2. SCE-the entity cannot be registered until all the formalities provided for in article 29 and 30 is completed.

Art 32. Disclosure For each of the merging samvirkene the implementation of the merger shall be made public as provided for in the laws of the affected Member State [State] in accordance with the laws for the fusion of public limited companies.

Art 33. Effects of Fusion 1. A merger carried out in accordance with article 19, first paragraph the first line point shall ipso jure have the following legal effects that occur at the same time: a) all the assets and liabilities in each repossessed interact as a whole be transferred to the acquiring legal person, b) members in each pool that will be taken over members of the acquiring legal person, c) they repossessed samvirkene ceases, d) the acquiring legal person takes the form of an SCE-enterprise.

2. A merger carried out in accordance with article 19, first paragraph other bar point to ipso jure have the following legal effects that occur at the same time: a) all the assets and liabilities of the merging samvirkene be transferred as a whole to the SCE-enterprise, b) the members of the merging samvirkene become members of the SCE enterprise, c) the merging samvirkene expires.

3. If a Member State [EEA] legislation requires that by fusion of interact is conducted special formalities before the transfer of merging samvirkenes certain assets, rights and obligations are given effect towards third parties, these formalities are applied and carried out either by the merging samvirkene or of the SCE entity after registration.

4. When it comes to individual and collective employment and working conditions imposed by law, practice and individual employment contracts or employment at national level and that exists on the registration date, the rights and obligations of the participating samvirkene be transferred to the SCE-entity when this is recorded.
The first paragraph shall not apply to the worker the right to participate representanters at the general meeting or sector or section meetings according to article 59 Nr. 4.


5. When the merger has been registered, the SCE shall immediately inform the company members in the pool ' which transferred about the fact that they are listed in the Member registry as well as about their number of shares.

Art 34. The legality 1. A merger in accordance with article 2 No. 1 the fourth stroke point can not be declared invalid when SCE-the entity is registered.

2. The lack of control of the legality of the merger pursuant to article 29 and 30 shall constitute one of the reasons for dissolution of the SCE entity, in accordance with the provisions of article 74.1 section 3. The transmutation of an existing pool to a SCE-Enterprise Art 35. Procedures for Foundation by transforming 1. Without that article 11 are affected, to the transmutation of a pool to an SCE-enterprise does not cause the pool ' or that it dissolves to form a new legal person.

2. The Business Office can not be moved from one Member State [State] to another pursuant to article 7 at the same time as the conversion is conducted.

3. The administrative or management body in the appropriate pool ' to develop a conversion plan and a report explaining and justifying the legal and economic aspects of the conversion as well as the consequences for employment, and that indicates the impact of the adopted SCE-foretaksformen get for members and employees.

4. Conversion is scheduled to be made public in the manner laid down in each Member State [EEA] legislation, at least one month before the date of the general Assembly to take a position to the transformation.

5. Before the general meeting referred to in no. 6 to one or more independent experts who are appointed or approved in accordance with the national provisions, by a judicial authority or administrative authority in the Member State [State] that is converted into a pool that SCE-enterprise is subject to, equivalent to confirm that the provisions of article 22 No. 1 letter b) is followed.

6. The General Assembly of the appropriate pool ' to approve the conversion of accounts along with the company's articles of Association, SCE.

7. Member States [the EEA States] can put as a condition for conversion that the control organ in the pool ' to be converted and where workers ' influence is organized, with a qualified majority or unanimously has given his endorsement.

8. The rights and obligations of the cooperative to be converted, shall, in the case of individual and collective employment and working conditions imposed by law, practice and individual employment contracts or employment at national level that exists on the registration date, be transferred to the SCE-entity when this is recorded.

Chapter III. SCE-Entity structure Art 36. Their structure on the terms laid down in this regulation, a SCE-Enterprise include: a) a general Assembly, and b) either a control organ and a management organ (two-tier) or an administrative organ (ettnivåsystem), depending on the form that is selected in the by-laws.

Paragraph 1. Two-tier Art 37. Management organets features and oppnevnelse of members 1. Management body shall be responsible for the management of SCE-entity and represent it to third parties and by lawsuits. A Member State [State] may provide that a Managing Director shall have responsibility for the daily management on the same terms as for the interact with the business Office of the Member State [the EEA State's] territory.

2. The Member or members of the management organ shall be appointed and removed by the regulatory body.
A Member State [State] may still require or allow the Statute lays down that the Member or members of the management organ shall be appointed and removed by the general Assembly on the same terms as for the interact with the business Office on the State's territory.

3. No one can at the same time be a member of both the management organ and control organ in the same SCE-enterprise. Regulatory body can still appoint one of its members to act as a member of the management body in the case of free space. In such periods should his or her functions as a member of the regulatory body expired. A Member State [State] can determine that such periods should be time-limited.

4. The number of members of the management organ or the rules for determining the number of to be determined in the SCE-entity's bylaws. A Member State [State] can still fix a minimum and/or a maximum number of.

5. If there are no provisions for a two-tier for interacts with the registered office in a Member State [EEA] territory, the State can adopt appropriate measures regarding the SCE-enterprise.

Art 38. Leadership and notice of meetings of the Executive Body 1. Management body shall select a Chairman from among its members, in accordance with the Statute.

2. The Chairman shall convene the meeting of the management organ on the terms laid down in the statutes, either on its own initiative or at the request of a member. Such a request shall state the reasons for the meeting request. If such a request not be satisfied within 15 days, the Member or members which came with the request, call in to the meeting of the management organ.

Art 39. Control organets functions and oppnevnelse of members 1. Regulatory body to supervise the management organets work. It may not even exercise the leadership of SCE-enterprise. Regulatory body can not represent the SCE entity to third parties. The entity to represent the SCE to a management body, or its members, or by contracting disputes.

2. The members of the regulatory body should be appointed and be accrued by the general Assembly. The members of the first regulatory body can still be appointed in the statutes. This applies without touching any arrangements for worker influence according to the established directive 2003/72/EC.

3. Of control organets members can only a quarter be passive members.

4. The number of members of the regulatory body or the rules for determining the number of to be determined in the Statute. A Member State [State] can still determine the number of members in or the composition of the regulatory body for the SCE-enterprise with the business Office on its territory, or a minimum and/or a maximum number of.

Art 40. Access to information 1. Management body to report to regulatory body at least once every three months on the situation and predictable development for SCE-the company's business, as the consideration given to any information relating to undertakings controlled by the SCE-the entity that can have a significant impact on the situation of the SCE-the company's business.

2. In addition to the regular information referred to in no. 1 to management body without delay give the regulatory body all information about events that will be able to have a noticeable effect on the SCE-enterprise.

3. Regulatory body may require the management organ provides information of any kind which it needs to supervise in accordance with article Nr. 39 1. A Member State [State] can stipulate that each Member of the regulatory body to also have this ability.

4. Regulatory body can make or make sure that it is being made that are necessary for the research performance of its tasks.

5. Each member of the regulatory body shall have the right to examine all the information that will be referred to the governing body.

Art 41. Leadership and the notice of the meetings of the regulatory body 1. Regulatory body will choose a leader among the members. If half of the members are appointed by the employees, only a member appointed by the general Assembly to the head.

2. The Chairman shall convene the meeting of the regulatory body on the terms laid down in the statutes, either on its own initiative, or at the request of at least one-third of the members, or at the request of the management organ. The request shall state the reason for the meeting request. If such a request not be satisfied within 15 days, those who came with the request, call in to the meeting of the regulatory body.

Section 2. Ettnivåsystem Art 42. Management organets features and oppnevnelse of members 1. The management organ shall be responsible for the management of SCE-entity and represent it to third parties and by lawsuits. A Member State [State] may provide that a Managing Director shall have responsibility for the daily management on the same terms as for the interact with the business Office of the Member State [the EEA State's] territory.

2. The number of members of the management organ or the rules for determining the number of to be determined in the SCE-entity's bylaws. A Member State [State] may fix a minimum number and, optionally, a maximum number of members. Of the Administration organets members can only a quarter be passive members.
The administrative organ shall, nevertheless, be made up of at least three members if employees ' influence is regulated in accordance with Directive 2003/72/EC.

3. The members of the administrative organ, and, where the statutes determines it, their deputies, to be appointed by the general Assembly. The members of the first administrative organ may still be appointed in the statutes. This applies without touching any arrangements for worker influence according to the established directive 2003/72/EC.

4. If there are no provisions on a ettnivåsystem for interacts with the registered office in a Member State [EEA] territory, the State can adopt appropriate measures regarding the SCE-enterprise.

Art 43. Period of time between meetings and access to information 1. The administrative organ shall meet at least once every three months, as laid down in the statutes, to discuss the situation and the foreseeable development of the SCE's business, as the consideration given to any information relating to undertakings controlled by the SCE-the entity that can have a significant impact on the situation of the SCE-the company's business.


2. Each member of the administrative organ shall be entitled to examine all reports, documents and information that will be referred to the governing body.

Art 44. Leadership and the notice of the meetings of the administrative organ 1. The administrative organ shall choose a Chairman among the members. If half of the members are appointed by the employees, only a member appointed by the general Assembly to the head.

2. The Chairman shall convene the meeting of the administration body on the terms laid down in the statutes, either on its own initiative or at the request of at least one-third of the members. Such a request shall state the reason for the meeting request. If such a request not be satisfied within 15 days, those who came with the request, call in to the meeting of the management organ.

Section 3. Common rules for ettnivå and tonivåsystemet Art 45. Mandate period 1. Members of the SCE entity to be appointed bodies for a period which is laid down in the Statute and not exceeding six years.

2. Without prejudice to any restrictions laid down in the statutes, members gjenoppnevnes once or more than once for the period determined in accordance with no. 1. Art 46. Terms of membership 1. A SCE-Enterprise articles of association may allow a company according to the Treaty's article 581 is a member of one of its organs, provided that, unless otherwise provided for in the legislation of the Member State to interact in [Contracting State] where the SCE-the company's registered office is located.
This company shall appoint a natural person as its representative to exercise their functions in that organ. The representative shall be subject to the same conditions and obligations that individual members of the governing body.

2. No one can be a member of an organ of an SCE-enterprise or representative of a member according to the No. 1 if the person concerned:-according to the laws of the Member State [Contracting State] where the SCE-the company's registered office is situated, can not be a member of the corresponding organ in a concurrence subject to Member State [the EEA State's] law, or may not be a member of the corresponding organ in a pool under the laws of a Member State [State] because of a court decision or a management decision hit in a Member State.

3. The Statute of a SCE-enterprise can, in accordance with the laws of the Member State to interact in [Contracting State], fix special criteria for eligibility for members to represent the management body.

Art 47. The authority to represent the SCE and the company's responsibility 1. If two or more members of the SCE the entity authorized to represent it to third parties, in accordance with article Nr. 37 1 and article 42 No. 1, these members use the authorization together, unless the laws of the Member State [Contracting State] where the SCE entity has its registered office, allows that the Statute stipulates something else, and if so, should such a provision could be made against third parties when it is published in accordance with article 11 no. 5 and article 12.

2. Acts performed by an SCE-Enterprise bodies shall be binding for the SCE entity to third parties, also when he or she acts not in accordance with SCE-entity's purpose, provided they do not go beyond the mandate they are given according to the laws of the Member State [Contracting State] where the SCE entity has its registered office or that this legislation allows that they be given.
Member States [EEA States] can still fix that SCE shall not be bound the entity when such actions are outside the SCE-the company's purposes, if it be proved that the third party knew that the Act was outside those purposes or out of circumstances not be able to avoid having the knowledge of it; the publication of the statutes shall not in itself constitute sufficient evidence of this.

3. The limitations of the powers to agencies like SCE company's follow of the statute or of a decision of the competent organs, may never be made against third parties, even if they have been published.

4. A Member State [State] can determine that the statute can give power of attorney to represent the SCE-the entity to a single person or several persons acting jointly. Such legislation may stipulate that this provision of the statute can be made against third party, provided that it applies the General representative the authorization. The question of whether such a provision can be made against third party, governed by article 12.

Art 48. Transactions that require approval 1. A SCE-Enterprise articles of Association shall contain a list of the categories of transactions requiring:-in tonivåsystemet, power of Attorney from the control organ or the general meeting to the management organ,-in the ettnivåsystemet, an explicit decision of the administrative organ or authorisation from the general meeting.

2. No. 1 should not touch the article 47.

3. A Member State [State] can still determine which categories transactions as well as the body that can give power of attorney which at least must be listed in the Statute of the SCE-enterprise with registered office on the territory of the State, and/or determine that the regulatory body, in the tonivåsystemet, itself can determine which categories of transactions which require authorisation.

Art 49. Confidence the members of a SCE-Enterprise bodies have, even after they no longer wield their tasks, the duty not to pass on any information that they have about SCE-entity and which can damage the samvirkets or members ' interests if they are granted on, except if such disclosure is required or permitted in accordance with the internal legal provisions relating to interact or companies or is in the public interest.

Art 50. Bodies ' decisions 1. Unless otherwise provided for in this regulation or in the statutes, the internal rules of decision making skill and decision making in the SCE-Enterprise bodies include the following: a) the decision-making skill: at least half of the members must be present or be represented, b) decision making: going on with a majority of the members present or represented.

Members who are not present, can participate in decisions by giving another Member of the governing body or the Deputy Board members who were appointed at the same time, the authority to represent them.

2. If it is not found in the Statute a relevant provision, to the leader of each body have the decisive voice in the case of a tie. It should still not found any provision to the contrary in the Statute if half of the regulatory body is made up of employees ' representatives.

3. If workers ' influence is determined in accordance with Directive 2003/72/EC, a Member State [State] stipulate that control organets the decision making skill and decision making, as exceptions from the provisions mentioned in Nr. 1 and 2, shall be subject to the rules as the same conditions apply for interact subject to the relevant Member State's [the EEA State's] law.

Art 51. Liability the members of the management, control and administration bodies shall, in accordance with the provisions applicable to interact in the Member State [the EEA State] where the SCE-the company's registered office is situated, be liable for any loss or damage caused to the SCE-entity and that is due to the members ' violation of legal, vedtektsbestemte or other liabilities arising out of their functions.

Section 4. General meeting Art 52. Competence the General Assembly shall take decision in cases in which it is given particular expertise according to: a) this regulation, or b) the laws of the Member State [Contracting State] where the SCE-the company's registered office is situated, adopted under Directive 2003/72/EC.

Moreover, the general Assembly meet in cases where the decision is given competence to the general Assembly in a pool under the laws of the Member State [Contracting State] where the SCE-the company's registered office is situated, either according to this Member State [the EEA State's] law or the company's articles of Association, SCE in accordance with the same law.

Art 53. Implementation of the general Assembly without touching the rules laid down in this paragraph, to the Organization and conduct of the general meetings as well as procedures by vote be regulated by the legislation of the Member State to interact in [Contracting State] where the SCE-the company's registered office is located.

Art 54. Notice of annual general meeting 1. A SCE-enterprise to hold general meeting at least once each calendar year, within six months after the fiscal year closing, unless the laws of the Member State [Contracting State] where the SCE-the company's registered office is situated applicable to interact as driver the same type of business as the SCE-enterprise, determines more frequent meetings. A Member State [State] can still provide that the first general meeting may be held at any time within 18 months after the SCE-the company is founded.

2. it can be summoned to the general meeting at any time by the management organ, the administrative body, regulatory body or any other organ or competent authority in accordance with the national legislation of the Member State to interact in [Contracting State] where the SCE-the company's registered office is located. Management body shall have the duty to convene annual general meeting at the request of the regulatory body.

3. The agenda for the general meeting which is held after the end of the fiscal year, shall include at least the approval of the financial statements and the distribution of profits.

4. The General meeting may in the course of the meeting adopt it to be summoned to another meeting as well as fix the date and the agenda.


Art 55. The annual general meeting called by a minority of members members of an SCE-enterprise that together make up more than 5 000, or who have at least 10% of the total number of votes, may require that SCE-the entity convening annual general meeting and may draw up the agenda for it. A lower percentage rate can be determined in the Statute.

Art 56. Innkallingens form and deadline 1. It shall be summoned to a general meeting through a written notice in any form to any person who is entitled to attend the SCE-entity's annual general meeting in accordance with article 58 Nr. 1 and 2 and articles of provisions. The notice can be made public in the SCE-entity's official internal publication.

2. The notice of a general meeting shall contain at least the following information:-SCE-entity's company and registered office,-the place, date and time of the general Assembly, the general Assembly, if any-art,-agenda with statement of the issues to be dealt with and suggestions for decisions.

3. The time between the date of the mailing of the notice mentioned in Nr. 1 and the date of the general Assembly's opening should be at least 30 days. In urgent cases it may still be reduced to 15 days. If the provisions of article 61 No. 4 If the requirements for decision making skill is used, the time between the notice of a first and a second meeting to treat the same agenda, will be reduced in accordance with the laws of the Member State [Contracting State] where the SCE entity has its registered office.

Art 57. Additions to the agenda members of the SCE entity which together make up more than 5 000, or who have at least 10% of the total number of votes, may require that one or more additional items be put on the agenda of a general meeting. A lower percentage rate can be determined in the Statute.

Art 58. Participation and powers 1. All members at the general meeting shall have voice and vote in the matters that are on the agenda.

2. members of the SCE entity's organs and holders of securities other than shares and bonds according to article 64 and, if the statutes allow, any other person who has the right to do so according to the laws of the State in which the SCE entity has its registered office, can attend a general meeting without voting rights.

3. A person with the right to vote should be able to appoint a person with power of attorney to represent him/her in a general meeting in accordance with the procedures set out in the Statute.
The Statute shall fix a maximum number of people a fullmaktsinnehaver can act on behalf of.

4. The statutes may allow voting by mail or online, and if so, to determine the necessary procedures.

Art 59. The right to vote 1. Each Member of an SCE-enterprise should have one vote, regardless of the number of shares he or she has.

2. If the laws of the Member State [the EEA State] where the SCE entity has its registered office permits, the statutes may stipulate that a member can have a certain number of votes from his/her participation in the company's business in any other way than through their contributions. This voice number shall not exceed five votes per Member or 30% of the total number of votes, as the lowest.
If the laws of the Member State [the EEA State] where the SCE entity has its registered office permits, SCE-enterprises that participate in the financial business, or insurance business fix of the statute that the number of votes to be determined from the members ' participation in the company's business, including participation in the SCE-the company's capital. This voice number shall not exceed five votes per Member or 20% of the total number of votes, as the lowest.
In the SCE-enterprise where the majority of the members are to interact, the Statute, if it is permitted by the laws of the Member State [Contracting State] where the SCE entity has its registered office, determine the number of votes from the members ' participation in samvirkets activities, including participation in the SCE-the company's capital and/or according to the number of members in each device that can be used.

3. with regard to the right to vote that the statute can give to passive (investor) members, the SCE shall be governed by the company law of the Member State [Contracting State] where the SCE entity has its registered office. Passive (investor) members may still not have the right to vote along that exceeds 25% of the total number of votes.

4. If the legislation of the Member State [the EEA State] where a SCE-enterprise has its registered office permits when this regulation enters into force, the Statute of this SCE-the company stipulate that employee representatives can participate in the general meetings or in the section or sector meetings, provided that the employee representatives together does not control more than 15% of the total number of votes. Such rights shall cease when the SCE-the company's registered office is moved to a Member State [State] where legislation does not allow for such participation.

Art 60. Access to information 1. Any member requesting it at a general meeting, shall have the right to get information from the management or administrative organ of the SCE on the entity's forms of business that apply to cases the general Assembly can meet decision according to article no. 61 1. To the extent possible, to the information given on the relevant general meeting.

2. Management or administrative organ may refuse to provide such information only if:-it is likely that it would be of significant harm to SCE entity, it would be incompatible with a legal confidentiality.

3. A member who denied the information, may require that his/her request and the reasons for the refusal to be taken up in the general protocol.

4. in the 10 days preceding the general meeting that will decide to close the fiscal year, members can review the balance sheet, the income statement and the accompanying notes, the annual report, the conclusion of the financial audit carried out by the responsible person and if it comes to a parent company in accordance with Directive 83/349/EEC, the consolidated financial statements.

Art 61. Decision making 1. A general meeting may hit the decision on matters on its agenda. A general meeting may also discuss and take decision on matters that are set at the general Assembly's agenda of a minority of the members in accordance with article 57.

2. A general meeting shall take a decision with a majority of the popular vote that is valid the responsibility of the present or represented members.

3. The statutes shall determine the requirements for decision making skill and plural as apply to general meetings.
Where the Statute allows a SCE-enterprise can have investor members (passive members), or can assign votes out from capital deposit in the SCE-Enterprise participating in financial or insurance activities, the Statute should also fix a particular requirements for decision making skill for members that are investor members (passive members) or members who have the right to vote out from capital deposit in the SCE-enterprises that participate in the financial business, or insurance business. Member States [the EEA States] should be able to fix a minimum level for such special requirements as to the decision making skill for the SCE-enterprises which have registered office on their territory.

4. A general meeting can change the statutes the first time it shall be convened only if the members present or represented make up at least half of the total number of members on the request date, and the second time it shall be convened with the same agenda, it should not be set requirements for decision making skill.
In the cases mentioned in the first paragraph must be at least two-thirds of the valid given votes be for change, unless the legislation that applies to interact in the Member State [the EEA State] where the SCE entity has its registered office, requires a larger majority.

Art 62. Protocol 1. It shall be the Protocol for each annual general meeting. The Protocol should include at least the following information:-place and date of the annual general meeting, decisions that are hit,-the result of the voting.

2. The participant list, documents regarding the notice of the annual general meeting and members get reports about the issues on the agenda should be attached to the Protocol.

3. The Protocol and the attached documents shall be kept for at least five years. Any member can against the coverage of administrative costs and on request get a copy of the Protocol and the attached documents.

4. The Protocol should be signed by the general manager.

Art 63. Sector or section meetings 1. If SCE entity carrying out various forms of business or business in more than one territorial unit, or has several established business sites or more than 500 members, the statutes stipulate that it can be held sector or section meetings, if permitted by the laws of the Member State concerned [EEA]. The statutes shall determine the provisions for the breakdown in sectors or sections and the number of delegates in them.

2. Sector-or section meetings shall elect their delegates for a period of at most four years, unless the recall happening before the time. Delegates who are elected in this way, will make up SCE-the company's annual general meeting, and shall on the represent their sector or section, as they are to report back to about the result of the general Assembly. The provisions of chapter III section 4 applies to the work in the sector and section meetings.

Chapter IV. The issuance of securities that it is associated with a particular benefits to Art 64. Other securities than shares and bonds that provide special advantages

1. the articles of a SCE-enterprise can determine that it can be issued other securities than shares, or bonds that do not give the holders the right to vote. These can be plotted by both members and outsiders. Such an acquisition makes no member status. The Statute should also fix the procedure for depositing.

2. holders of securities or bonds mentioned in Nr. 1 can get special benefits in accordance with the by-laws or the terms and conditions which will be determined when they are issued.

3. total face value for securities or bonds mentioned in Nr. 1 may not exceed the value that is set out in the Statute.

4. Without prejudice to the right to participate at the general meeting as set out in article 58 Nr. 2, the by-laws allow special meetings for the holders of securities or bonds as mentioned in Nr. 1. before the general meeting decision on such hit innehaveres rights and interests, a particular meeting give an opinion, which shall be notified to the general meeting of the representatives the special meeting shall appoint.
The statement mentioned in the first paragraph will be taken up in the Protocol from the general Assembly.

Chapter v. distribution of surplus Art 65. The reserve fund 1. Without the necessary internal legal provisions are affected, to the articles of Association determine the rules for the distribution of the profit for each fiscal year.

2. When such a surplus, the statutes is to fix the creation of a reserve fund, drawn by profits, before any other distribution.
Until the reserve fund is equivalent to capital mentioned in article 3 No. 2, the amount that can be transferred there not be less than 15% of the profit for the fiscal year after deduction of any deficit that is transferred.

3. Members leaving the SCE entity cannot make the current no claim on the amount that is allocated to the reserve fund.

Art 66. Dividend the statutes may stipulate that it shall be paid out a dividend to members from their business in the SCE-enterprise, or the services they performed for it.

Art 67. The allocation of available surplus 1. Available profit after deduction of provision for the reserve fund, any payment of dividends and of any transferred the deficit, with the addition of any transferred profits and of any amount less the reserves, shall constitute the profits available for distribution.

2. The General Assembly which takes position to the financial statements, can allocate the surplus in the order and in the relationship that is set out in the Statute, and in particular:-to transfer it to the next fiscal year, distributing it to any statutory or vedtektsfestede reserve fund,-give return on paid up capital and equal capital, in the form of cash or shares.

3. The statutes may also prohibit the distribution.

Chapter VI. The annual report and consolidated financial statements Art 68. Drafting of the annual report and consolidated financial statements 1. With regard to the drafting of the annual report and, where appropriate, consolidated accounts, including the associated annual report as well as the audit and publication of accounts, to a SCE-Enterprise be subject to regulations that are adopted in the Member State [the EEA State] where it has its registered office in accordance with Directive 78/660/EEC and 83/349/EEC. Member States [the EEA States] can still determine the changes of the national provisions for the implementation of these directives in order to take into account the samvirkers special character.

2. If a SCE-enterprise according to the laws of the Member State [Contracting State] where the SCE entity has its registered office is not subject to the requirement of disclosure of the financial statements as set out in article 3 of Directive 68/151/EEC, the SCE entity at least make the documents relating to annual accounts available to the public at its registered office. Copies of these documents shall be given on request. The price of such a copy must not exceed the administrative costs.

3. An SCE-enterprise to prepare the financial statements and the consolidated financial statements, if any in the national currency. A SCE-undertaking which has its registered office outside the euro area, can also draw up the annual accounts, and if applicable, the consolidated financial statements, in euro. If so, should the basis for conversion to the euro of the records that were originally expressed in a different currency is specified in the notes to the financial statements.

Art 69. Accounting for SCE-enterprise which operates the credit or finance business 1. A SCE-enterprise which is a credit or financial institution, with regard to the drafting of the annual report and, where appropriate, consolidated accounts, including the accompanying annual report and the auditing and publication of those accounts, be subject to the rules laid down in the national legislation of the Member State [Contracting State] where the business office is in accordance with the directives on access to start and exercise the business as the credit institution.

2. An SCE-enterprise which is an insurance undertaking shall, when it comes to drafting of the annual report and, where appropriate, consolidated accounts, including the accompanying annual report and the auditing and publication of those accounts, be subject to the rules laid down in the national law of the Member State [Contracting State] where the business office is in accordance with the directives.

Art 70. Auditing statutory audit of an SCE-enterprise financial statements and the consolidated financial statements shall be made by one or more persons with the authority to do this in the Member State [the EEA State] where the SCE entity has its registered office in accordance with the measures hit in the State concerned in accordance with Directive 84/253/EEC and 89/48/EEC.

Art 71. The audit system If the laws of a Member State [State] requires that all or certain forms of interact which is subject to that legislation should be associated with an external body with the authority to this according to the law and apply a particular audit system that this body uses, the provisions shall automatically apply to an SCE-enterprise with registered office in the Member State concerned [State], provided that this body meets the requirements of Directive 84/253/EEC.

Chapter VII. Dissolution, liquidation, insolvency and insolvency nor suspend payment Art 72. Resolution, insolvency and similar treatment with regard to the dissolution, liquidation, insolvency, insolvency nor suspend payment and similar treatment to an SCE-Enterprise be subject to the legal provisions which would apply to a cooperative formed in accordance with the laws of the Member State [Contracting State] where the business office is situated, including provisions relating to decision-making at the general meeting.

Art 73. The resolution imposed by the Court or other competent authority in the Member State [the EEA State] where the SCE entity has its registered office 1. On the petition from a person with the interest or the competent authority duly authorized, to the Court or the competent administrative authority in the Member State [the EEA State] where the SCE entity has its registered office declaring the SCE entity for it States dissolved if a violation of article 2 No. 1 and/or article 3 No. 2 as well as the cases covered by article 34.
The Court or the competent administrative authority may give SCE-undertaking a deadline for bringing the situation in order. If it doesn't make it before the deadline expires, to the Court or administrative authority to declare it for dissolved.

2. When an SCE-enterprise no longer meets the requirement set out in article 6, the Member State shall [EEA-State] where the SCE-the company's registered office is situated, see appropriate measures to impose SCE-entity to bring the situation in order within a set time limit, either:-by re-establishing its head office in the Member State [the EEA State] where the business office is situated, or by moving the business office by means of the procedure laid down in article 7.

3. The Member State [the EEA State] where the SCE-the company's registered office is situated, shall take the necessary measures to ensure that an SCE-companies who fail to bring their situation in order according to the No. 2, will be discontinued.

4. The Member State [the EEA State] where the SCE-the company's registered office is situated, to fix a complaint access or another suitable legal means with respect to any determined violation of article 6. Such a complaint shall have the utsettende effect for the procedures set out in the No. 2 and 3.

5. If on the initiative of either the authorities or an affected Party is determined that an SCE-enterprise has its head office in a Member State [EEA] territory in violation of article 6, the authorities of this Member State [the EEA State] immediately notify the Member State [Contracting State] where the SCE-the company's registered office is located.

Art 74. Publication of winding-up without touching the internal legal provisions that require additional public measures, the introduction of the procedure for winding up, including for voluntary winding up, dissolution, insolvency or insolvency nor suspend payment and a decision to continue the business, be made public in accordance with article 12.

Art 75. Distribution of assets Nettoaktiva to be distributed out from the principle of altruism, or where the distribution it is allowed in the laws of the Member State [Contracting State] where the SCE entity has its registered office, in accordance with an alternative arrangement set out in the company's articles of Association, SCE. In this article shall include nettoaktiva restaktiva after the payment of all amounts owed to creditors and repayment of members ' contributions.

Art 76. Transmutation to pool 1. A SCE-enterprise can be converted into a cooperative governed by the law of the Member State [Contracting State] where the business office is situated. It may not meet decision about transmutation before it's gone two years from registration or before the first two years of the financial statements are approved.

2. The conversion of an SCE-enterprise to a pool should not lead to resolution or formation of a new legal person.


3. Management or administrative organ of the SCE entity shall prepare a plan for the conversion and a report explaining and justifying the legal and economic aspects of the conversion as well as specify what consequences the adopted form for members to interact and get the andelsinnehavere referred to in article 14 and for employees.

4. Conversion is scheduled to be made public in the manner laid down in each Member State [EEA] legislation, at least one month before the general meeting is summoned to take a position to the transformation.

5. Before the general meeting referred to in no. 6 to one or more independent experts who are appointed or approved, in accordance with the national provisions, by a judicial authority or administrative authority in the Member State [the EEA State] SCE-the entity that is converted into a cooperative is subject to, verify that the samvirkets fixed assets at least equal to its capital.

6. The General Assembly in the SCE entity shall approve the conversion plan along with samvirkets articles of Association. The General Assembly's decision to meet in accordance with the internal legal provisions.

Chapter VIII. Additional provisions and transitional provisions Art 77. The economic and monetary union 1. If and as long as the third phase of the economic and monetary union (EMU) does not apply to a Member State [State], the State can subdue SCE-enterprise with registered office on its territory the same provisions that apply to interact or public limited liability companies covered by its legislation with regard to how their capital is expressed. A SCE-enterprise can in all cases, express its capital in euro as well. In this case the conversion rate between the national currency and the euro be the exchange rate on the last day of the month preceding the Foundation of the SCE enterprise.

2. If and as long as the third phase of EMU does not apply to the Member State [the EEA State] where a SCE-enterprise has its registered office, the SCE entity still prepare and publish the annual accounts and, where appropriate, the consolidated financial statements in euro. The Member State [the EEA State] may require that SCE-entity's financial statements and, where appropriate, consolidated accounts be prepared and published in the national currency on the same conditions as are laid down for the interact and public limited liability companies in the Member State's [the EEA State's] law. This does not affect the additional access for SCE-enterprise to publish their annual accounts and, where appropriate, consolidated accounts in euro in accordance with Council Directive 90/604/EEC of 8. November 1990 amending Directive 78/660/EEC on annual accounts and Directive 83/349/EEC on consolidated financial statements with respect to the exceptions for small and medium-sized companies and the publication of accounts in ECU.

Chapter IX. Final provisions Art 78. National implementing provisions 1. Member States [Contracting Parties] shall take all appropriate measures to ensure the effective implementation of this regulation.

2. each Member State [State] shall designate competent authorities according to article 7, 21, 29, 30, 54 and 73. It should inform the Commission and the other Member States [the EEA States] about this.

Art 79. Revision of the regulation at the latest five years after this regulation is in force, the Commission shall send the European Parliament and the Council a report on the application of the regulation and if applicable, suggestions for changes. The report should in particular examine: a) if it should be allowed that an SCE-Enterprise head office and registered office is to be located in different Member States [EEA Member States], b) if it should be allowed that a Member State [State] in the legislation it adopts in accordance with the powers given by this regulation or to ensure the effective application of this regulation, allow a SCE-Enterprise takes into its articles of association provisions that differ from or complement this legislation , even if such provisions would not be allowed in the Statute to a interact with registered office in the Member State [the EEA State], c) if it should be allowed provisions that make it possible to share a SCE-enterprise in two or more national interact, d) if it should be allowed in particular complain about access by fraud or error in the registration of an SCE-enterprise established by merger.

Art 80. Entry into force this Regulation shall enter into force the third day after it is announced in the official journal of the European Union.
It is applicable from 18. August 2006.
This regulation is binding in all parts and come directly to the application in all Member States [EEA Member States].
  Done in Brussels, 22. July 2003.