Italian
Company Law
Cooperative Companies
Italian and European Company Law A.A. 2022/2023
Dott.ssa Giulia Serafin
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1. Cooperative companies: main features.
Cooperative companies are companies with variable capital, that can be distinguished from the partnerships and the other companies for the economic purpose followed in the business activities:
the mutualistic purpose.
More exactly, like the partnerships and the other companies, cooperative companies carry out a joint exercise of an economic activity. Unlike partnerships and other companies, which aim to product profits and to distribute them between members, cooperative companies pursue the mutualistic purpose.
Indeed, the main purpose of the business activity of the cooperative companies consists of providing goods or services or job opportunities directly to the members of the organization in a more favourable terms than they would obtain in the market.
More exactly, in the consumer cooperatives (for instance a supermarket) there are a tendential coincidence between members of the cooperative and persons who consume the goods and the services produced by the cooperative. In the production and work cooperatives, instead, the goods necessary for the business activity are tendentially provided by the members themselves (also, eventually, through their own separate business activities). Think, for example, of cooperatives which transform and sell agricultural products.
The cooperative business activity is characterized by the so-called “service management” (“gestione di servizio”) to the members. The latter are the elected receivers (but not exclusive) of goods and services produced by the cooperative, or of job opportunities and demand for goods created by the cooperative.
This allows members of the cooperatives to obtain more favourable terms than they would obtain in the market, because in the production and/or distribution process is avoided the intermediation by other enterprises and their costs.
Cooperative members too, however, aim to achieve an economic result through the business activity.
But this economic result is not the highest possible return on invested capital but is to satisfy an economic need (the need for work, for goods...) by achieving cost savings for the goods or services purchased, or a higher remuneration for goods or services transferred to the cooperative, through the mutualistic relationships established between the members and the cooperative.
These are the characterizing profiles of the cooperatives, but the law also provides the presence, alongside “cooperative members”, of members not specifically interested to the mutualistic purpose and whose role is only to contribute the risk capital needed to carry out the cooperative activity (so- called investor members, soci sovventori). Meanwhile, the law is careful that these members do not take over the management of the cooperative company.
2. Mutualistic purpose and for-profit purpose
Cooperative companies are characterized mainly, but not exclusively, by a mutualistic purpose. The instrument of incorporation can allow that the activity is carried out with third parties; providing even to third parties the same services that are provided to members. The activity carried out with third parties is, of course, aimed at the achievement of profits, i.e., is a for-profits activity. It may also be the case that, in fact, the profit-making activity with third parties takes predominance over the mutualistic activity with members.
In the cooperative companies, the mutualistic purpose (i.e., the “service management” to members) can coexist with the activity carried out with third parties and aimed to achieve profits. But it is not compatible with the mutualistic purpose the complete distribution of profits gained by the cooperative companies among the members. This point arises clearly from the rules provided for the profit’s distribution, that are characterized by upper limits on the percentage of profits that can be distributed
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to members, deterring participation in cooperatives by members motivated only by the intention to obtain the highest possible return on invested capital.
3. Cooperatives with prevalent mutuality.
The discipline of the cooperative companies is based on the distinction between “cooperatives companies with prevalent mutuality” and other cooperative companies. The former enjoys all the benefits provided by the law for the cooperative companies, the latter instead do not enjoy the tax benefits but only the other benefits.
Characteristic elements of the cooperatives companies with prevalent mutuality are the following:
a) The presence in the instrument of incorporation of clauses that limit the distribution of profits and reserves to cooperative members (art. 2514 c.c.);
b) The fact that their activity must be carried out prevalently for benefit of its members (consumer cooperatives) or must use prevalently the work of its members (work cooperatives) or the goods and services provided by the same (production and work cooperatives). Directors and statutory auditors must document in the explanatory note to the financial statements these conditions of prevalence, evidencing the compliance with given limits, analytically specified in the article 2513 c.c.
Lose the qualification of cooperatives with prevalent mutuality those companies that fail to comply with these conditions for two years (art. 2545-octies c.c.).
Cooperatives with prevalent mutuality are recorded in a special register (albo) of cooperative companies, kept by the Ministry of Economic Development. To the office that kept this special register must also be communicated the financial statements each year, also to demonstrate the compliant with the conditions provided for the mutualistic prevalence of the business activity. In a distinct section of the same register will recorded the other cooperative companies (art. 2512, par. 2, c.c.).
The instrument of incorporation must provide for the rules that govern the carrying out of the mutualistic activity with the cooperative members and the respect of the principle of equal treatment.
The instrument of incorporation must determine if the cooperative company can carry out its activity with third parties too.
4. Structural characteristics.
The discipline provided by the law for cooperative companies was designed on that of companies limited by shares. Actually, this option remains valid for medium and sized cooperative companies.
Meanwhile is allowed for the small cooperative companies (that are the cooperative companies with a number of cooperative members less than twenty or with balance sheet assets not exceeding one million euros) to opt for adoption of the quickly discipline provided for the companies limited by quotas (art. 2519 c.c.). The adoption of the organizational structure of the company limited by quotas is mandatory for the cooperative companies with a number of members less than nine (art. 2522 c.c.).
To direct the business activity toward the pursuit of the mutualistic purpose and to avoid that the same is addressed toward profit purpose are provided the following rules:
a) It’s required a minimum number of members (three or nine) for the incorporation and for the existence of the cooperative companies. Also, it’s required that the cooperative members have specific subjective requirements. This is to ensure that the corporate structure is composed, almost in prevalence, of persons belonging to categories specifically interested in benefiting from the goods, services or work opportunities produced by the cooperative.
b) Are fixed maximum limits to the participation of each member and to the percentage of profits distributable to them, with different provisions between cooperatives with prevalent mutuality
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and other cooperative companies. This can ensure the broadening of the corporate base and contribute to open the cooperative company to person who belong to the interesting categories. To the contrary, this disincentivizes the participation to the cooperative companies for exclusively profit-making purposes.
c) Changing in the number and in the persons of members and the consequent amendments in the capital not involving an amendment of the instrument of incorporation, and so are not subjected to the relating rules. It’s given to the cooperative companies an open structure, that facilitate the entry and the withdrawal of the members no longer interested to the mutualistic activity.
d) Each cooperative member has only one vote in the meeting, whatever is his/her quota or number of shares. The companies operating rule, where the number of votes is proportional to the number of shares, or the quota held, is thus reversed and the “one-head, one-vote”
principle is introduced. This principle underlines the relevance of the persons also in the functioning of the cooperative companies and in the carrying out of the business activity.
e) Cooperatives companies are subject to supervision of the government authority to ensure compliance with the mutual requirements.
Now, let’s explain more analytically the discipline provided by the Civil Code for the cooperative companies.
5. The incorporation of the cooperative companies.
To incorporate a cooperative company is required that the members are at least nine (art. 2522, par.
1, c.c.). However, three partners (only natural persons) are enough if the company adopts the rules of the company limited by quotas. A higher number is required for some cooperative companies provided by special laws.
The cooperative company is dissolved and must be liquidate when the number of members goes under the minimum required and it is not reintegrated within one year.
The participation in a cooperative company is subordinated to the possession of specific subjective requirements aimed to ensure that members carry out activity coherent and/or not incompatible with the corporate purpose of that cooperative company. These requirements, fixed by some special laws, varying depending on the business activity of the cooperative company. The general rule provides by the Civil Code states that cannot be members those who are carrying on their own businesses in competition with that of the cooperative (art. 2527, par. 2, c.c.).
These requirements are not applicable to the investor members.
The incorporation procedure follows the rules provided for the companies limited by share (or the companies limited by quota, if it is chosen this type of company).
The information contained in the instrument of incorporation (art. 2521 c.c.), that must be drawn up in the form of public deed, for the most part coincide with those provided for companies limited by shares. It’s necessary give the following information too:
a) the specific indication of the corporate purpose, referring to the members requirements and their interests;
b) requirements, conditions, and procedure for admission of new members, specifying that these must be non-discriminatory criteria coherent with the mutual purpose and the business activity carried out by the cooperative (art. 2527, par. 1, c.c.), as well as the manner and time in which the contributions are to be made;
c) eventually, conditions for the withdrawal and for the exclusion of members;
d) the rules for the distribution of profits and the criteria for the allocation of restores (ristorni).
The business name of the cooperative company can be freely formed, but it must contain the indication “società cooperativa”. The cooperatives with prevalent mutuality must indicate in the acts and in the correspondence the inscription number in the special register (art. 2515 c.c.).
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The instrument of incorporation must be registered in the Business register, and with this recording the cooperative company acquires the legal personality.
As seen, cooperative companies are recorded in the special register (albo) of cooperative companies, kept by the Ministry of Economic Development too.
To enhance the mutualist characteristic and to ensure the equal treatment of members, the law provides that the carrying out of the mutualistic activity between the cooperative company and its members can be disciplined by apposite regulations. These regulations, when are not part of the instrument of incorporation, must be drawn up by the directors and approved by the extraordinary meeting (art. 2521, par. 5, c.c.).
6. Contributions. Members liability.
The rules provided for the contributions is the same of that provided for the companies limited by shares, unless with the instrument of incorporation is chosen to apply the discipline provided for the companies limited by quotas (in this case will apply the rules provided for the contributions of this type of company).
With the 2003 reform has been suppressed the distinction between cooperatives with members who have unlimited liability and cooperative with members who have limited liability. Hence, in the cooperative companies for the companies’ obligation is liable only the cooperative with its assets (art.
2518 c.c.).
Member who fails to fulfil their contributions, also partially, can be excluded from the company (art.
2531 c.c.). Moreover, if he/she cease to be a member remains liable toward the company for the payment of the contributions for one year from the date in which the withdrawal, the exclusion or the transfer of his/her quota occurs. If, within one year by the ceasing of the relationship, the insolvency of the company occurs, the ceasing member is obliged to return to the latter the amount received with the liquidation of the quota or for the reimbursement of the shares (art. 2536 c.c.).
Personal creditors of the cooperative members cannot fulfil executive actions against the quota or the shares of the latter (art. 2537 c.c.). Also, he/she cannot claim against the decision of the extension of the deadline provided for the company in the instrument of incorporation.
7. Quotas. Shares.
In the cooperative companies the participation can be represented by quotas or by shares, depending on if the cooperative is regulated by the rules provided for the companies limited by shares or by the rules provided for the companies limited by quotas.
To encourage the expansion of the corporate base, no member (natural person) may have a quota exceeding 100.000 euros (art. 2525, par. 2, c.c.). In the cooperative companies that has more than 500 members the instrument of incorporation can increase this limit within the 2% of the company’s capital. Moreover, the limit doesn’t work in the cases listed by the article 2525, par. 4 of the Civil code: contributions in kinds or receivables, members that are not natural person (hence are legal persons) and so on.
To the cooperative company shares it applies most of the discipline provided for the companies limited by shares. A specific rule is provided for the transfer of participations (art. 2530 c.c.), for the relevance attributed to the persons who can be interested in the mutualistic activity of the cooperative.
Indeed, quotas and shares of the cooperative members cannot be transferred, with effects toward the company, without the authorization of the directors, and their decision must be communicated to the member within sixty days by the request. Silence counts as consent. The authorization, however, cannot be given when the purchaser of the quota does not meet the subjective requirements provided by the law or by the instrument of incorporation.
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The decision which refuses the authorization must be justified and against it the person who wants to become member can claim before the court.
Moreover, the instrument of incorporation can forbid altogether the transfers of quotas or shares, saved in this event the right to withdraw of the member, which can be exercised with a ninety days’
notice and whether it has already been passed two years since he/she joined the company.
The instrument of incorporation can authorize the directors to purchase or to reimburse quotas or shares of the company with the observance of two limits: 1) the ratio between the company’s assets and the total debts must be more than one quarter; 2) the purchase or reimbursement must be made within the limits of distributable profits and available reserves resulting from the last duly approved financial statements (art. 2529 c.c.).
8. The new forms of financing.
The provision of limits on the members participation in the cooperative companies and on the transfer of shares, also with the limits on the distribution of profits, prevented cooperatives from raising venture capital.
So, with the Italian Law n° 59/92 it has been introduced new forms throughout the cooperative can raise venture capital, with the provision of two kind of forms: the investor members (soci sovventori) and the cooperative participation shares (azioni di partecipazione cooperativa).
The figure of the investor members allows the raising of venture capital also among persons without the specific subjective requirements provided to participate to the mutualistic activity of the cooperative.
The investor members contributions are represented by registered shares (or quotas) freely transferable unless the instrument of incorporation provides limits on their circulation.
The instrument of incorporation can provide particular conditions in favour of investor members relating to the distribution of profits and to the liquidation of quotas or shares, thus going beyond the limits provided for cooperative members. To avoid that the participation of investor members is animated only by speculative purposes, the law provides that the rate of remuneration of the investor members cannot be increased of more than 2% over of that is provided for other members.
It has been also introduced rules that aim to avoid that investor members take over in the management of the company. Hence, the instrument of incorporation can attribute to investor members more than one vote, also relating to the contributions’ amount, but not more than five votes. Moreover, votes attributed to investor members can never exceed one-third of the votes attributed to all the members.
Investor members may be appointed as directors, but the majority of the directors must be cooperative members.
The cooperative participation shares are a special category of shares, which are similar to the category of the saving shares: indeed, to them are not attributed the voting right and they are privileged in the profits’ distribution and in the capital reimbursement.
These shares can be issued for an amount not exceeding the value of the indivisible reserves or of the net-equity resulting from the last duly approved financial statements. At least half must be offered in pre-emption to the members and to the employers of the cooperative company, who can subscribe them also in exceeding to the limits provided for the participation in the share capital.
The cooperative participation shares can be issued to the bearer, if fully paid-up. Hence, they are freely transferred and anonymous.
Also, they are privileged from an asset point of view because: a) they ensure a participation on profits higher than the 2% with respect to the quotas or shares of the cooperative members; b) they grant the right of first refusal in the repayment of capital for the full nominal value in the event of dissolution of the company; c) are involved only by those losses which exceed the total amount of the nominal value of the other quotas or shares.
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For the owners of this kind of shares is provided a group organization for the safeguard of the group interest. This group organization is structured in a special shareholders’ meeting and in a common representative, with functions and powers substantially coincident with those provided for the saving shares.
To the cooperative companies is also allowed to issue bonds to raise lending capital. Limits and criteria are provided by some special law and by the discipline of the companies limited by shares. In particular, are applicable the limits to the issue provided by the article 2412 of the Civil Code.
Finally, the companies reform of 2003 has allowed to cooperative companies to issue financial instruments (other than shares and bonds) following the rules provided for companies limited by shares (art. 2526 c.c.). The instrument of incorporation states the patrimonial rights or also the administrative rights attributed to these financial instruments and any conditions for their transfer.
To the owners of these financial instruments cannot be entitled more than one-third of the votes attributable to all the members present or represented at each general meeting. Meanwhile, for financial instrument without vote is provided a group organization to safeguard the group interest (structured in a special meeting and in a common representative, art. 2541 c.c.).
The cooperative companies who have chosen to adopt the companies limited by quotas discipline can issue financial instrument without administrative rights, to offers only to qualified investors (art.
2526, par. 4, c.c.).
9. Corporate bodies. The meeting.
The corporate bodies of cooperative companies which has chosen to apply the rules of the company limited by shares are the same of the companies limited by shares and the same are the competences too. Some important differences are introduced in the rules provided for the meeting (art. 2538-2540 c.c.).
First, the influence of each cooperative member in the meeting doesn’t depend on the participation in the company’s capital. To natural persons members will apply the “one-head, one-vote” principle:
hence, each natural person member will have only one vote, whatever is the value of the quota or shares held. Only to legal person members can attributed more votes, but still no more than five votes, relating to the value of the quota or shares held, or to the numbers of their members.
As seen, to investor members instead can be attributed more votes, but the total amount of the votes can never exceed one-third of the votes attributed to all the members. Moreover, the instrument of incorporation determines the limits to the voting rights of the financial instrument offered for subscription to the cooperative members.
Also, will apply the following rules.
a) Only the members who are enrolled in the Members’ book by at least 90 days have the voting right. Thus, preventing directors from manipulating majorities by admitting a massive number of members at the last moment.
b) A member can be represented in the meeting only by another member. In any case each member cannot represent more then ten members (art. 2539 c.c.), to avoid an excessive concentration of votes to the same person.
c) The vote can be exercised also via mail or with other telecommunication means if is allowed by the instrument of incorporation. In these cases, the notice of call must contain in full the proposed resolution (art. 2538, par. 6, c.c.).
There are some differences also in the meeting procedure.
Constitutive quorums and deliberative quorums will be calculated in relation to the votes number attributed to the members and, of course, are not based on the participation to the capital. Quorums are determined in the instrument of incorporation, which can also increase or decrease the majority provided for the company limited by shares (art. 2538, par. 5, c.c.), both for the ordinary and extraordinary meeting. It’s not allowed the one-call system.
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The most significant difference is the possibility of a progressive formation of the will of the meeting through the mechanism of separate meetings (art. 2540 c.c.). Indeed, the instrument of incorporation can provide that the meeting proceedings is divided into two stages (separate meetings – general meeting) to facilitate member participation and majority formation in cooperatives with many members and territorially scattered.
Under the law, the mechanism of the separate meetings is mandatory when the cooperative company has more than 3.000 members and carries out its business activity in more counties, or when it has more than 500 members and more mutualistic management is implemented.
The discipline of the separate meetings is mainly provided by the bylaws. They have the competence on the same issues that will be discussed and decided in the general meeting and appoint members- delegates who will attend to the latter. Hence, the general meeting is composed by the members- delegates appointed in the separate meetings and pass definitively the resolution on the matters provided in the meeting agenda.
The resolutions of the separate meetings cannot be claim individually. Those of the general meeting, instead, can be claims also by the absent or dissenting members of the separate meetings when, without the votes expressed by the members-delegated of the separated meetings not regularly held, the required majority would be lost.
10. Administration. Controls. Board of arbitrators (collegio dei probiviri).
Few are the differences from the companies limited by shares regarding directors and statutory auditors, without prejudice to the possibility to adopt one alternative administration and control system (two-tier system or one-tier system), (art. 2544 c.c.).
The administration is entrusted by a body consisting of at least by three directors and they remain in office for three financial years. First directors are appointed in the instrument of incorporation and thereafter by the meeting, as usual. The instrument of incorporation can, however, derogate to this rule, as long as the appointment of the majority of the directors remains a responsibility of the meeting. In particular, it can attribute the appointment of one or more directors to the State or to other public entities; can recognise to the financial instruments owners the right to appoint up to one-third of directors. Finally, it can provide that one or more directors are chosen among the different members-categories, proportionally to the interest that each category has in the business activity (art.
2542, par. 2 and 3, c.c.).
When the two-tier system is adopted, the financial instruments owners cannot appoint more than one- third of the supervisory board members and of the management board members. The supervisory board members appointed by the cooperative members must be cooperative members (not investor members).
When the one-tier system is adopted, to the directors appointed by the financial instruments owner, however not exceeding one-third, cannot be delegated operative functions; nor the same can be appointed in the management control committee.
With the actual discipline is fallen the rules that required that all directors must be cooperative members. Actually, it’s enough that the majority of directors is appointed among cooperative members or among persons chosen by legal persons cooperative members (art. 2542, par. 2, c.c.).
Thus, to ensure that the administration of business activity is predominantly fulfilled by people specifically interested in carrying out the mutual activity.
Regarding the board of statutory auditors, its appointment is mandatory in the same cases provided for the mandatory appointment in the companies limited by quotas, and when the cooperative company has issued non-equity financial instruments (art. 2543 c.c.). Instead, in the cooperative companies which apply the rules of the companies limited by share, the appointment of the board of statutory auditors is always mandatory.
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For the appointment of the statutory auditors, the instrument of incorporation can attribute the voting right not following the “one-head, one-vote” principle, but proportionally to the quotas or shares owned, or also proportionally to the participation in the mutual exchanges. It may also attribute to the owner of financial instruments with administrative rights the appointment of the statutory auditors up to one-third.
Is then commonly used in the instrument of incorporation of cooperative companies the provision of another body: the board of arbitrators (collegio dei probiviri). To this body is entrusted the resolution of any disputes between members or between members and the company, relating to the corporate relationship (admission of new members, withdrawal, …) or the mutualistic management.
The provision of this body is made to prevent disputes from escalating into litigation before the judicial authority.
11. Financial statements. Profits. Refunds (ristorni).
The formation of the financial statements of cooperative companies is fully governed by the discipline of the companies limited by shares.
The larger cooperative and the cooperative which issue bonds must submit the financial statements for audit by an audit firm.
Specific rules are provided for the destination of profits achieved by the cooperative companies.
To enforce the company assets, the percentage of the annual net profits to assign to the legal reserve is six times higher than the companies limited by shares: the 30%. Moreover, this duty is provided regardless of the amount achieved by the legal reserve (art. 2545-quarter, par. 1, c.c.).
With a special law has been introduced the duty to allocate the 3% of the annual net profits to special mutual funds for the promotion and development of cooperation (art. 2545-quarter, par. 2, c.c.), established and managed by national associations representing the cooperative sector, which are used for the financing and development of cooperatives.
Finally, and above all, are provided limits to the distribution of profits among the members, to reduce the for-profit profile of the participations.
First, to all the non-listed cooperative companies applies the rule that can be distributed profits, directly or indirectly, only if the ratio between the company’s assets and the total debt is higher than one-quarter; so over-indebted cooperatives are required to use the profits achieved for self-financing.
This limitation doesn’t apply to the financial instruments’ owners and to the cooperative companies listed in regulated markets (art. 2545-quinquies, c.c.).
The discipline introduces then a difference between cooperatives with prevalent mutuality and other cooperative companies.
For the latter is enough that the instrument of incorporation states the maximum percentage of the profits that can be distributed among the members.
The instrument of incorporation can also authorise the meeting to assign to the members the available reserves, through the issue of financial instrument or through a free capital increasing. Cannot be distributed, instead, the indivisible reserves, also when the dissolution of the company occurs, that can be used only to cover any losses after the other reserves are ended (art. 2545-ter c.c.).
For the cooperatives with prevalent mutuality are provided more strictly rules. Indeed, the instrument of incorporation must provide:
1) The prohibition of distributing profits in excess of the maximum interest on postal savings bonds increased by two and a half points over the paid-up capital.
2) The prohibition of remunerating financial instruments offered for subscription to cooperative members more than 2% above this maximum limit.
3) The prohibition to distribute the reserves among the cooperative members.
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4) In the event of dissolution, the obligation to transfer the entire assets of the company, less only the capital and any distributable profits earned, to the mutual funds for the promotion and development of cooperation.
The profits that remain after these limits are respected can be assigned by the meeting to other reserves or funds; or distributed to the members (in this case with the loss of the tax benefits); or assigned to mutualistic purpose.
To the profits (that are a remuneration of the risk capital) must kept distinct the refunds. These constitute a reimbursement to members of part of the price paid for goods or services purchased by the cooperative at market price (consumer cooperative), or a supplement to the remuneration paid by the cooperative for the members’ services (production and work cooperatives).
Refunds are therefore a technical means of attributing to cooperative members the mutualistic advantage (expense savings or higher remuneration) resulting from the relationships with the cooperative. The limits set by law for the distribution of profits do not apply to the sums distributed to members as refunds. Moreover, the law require that the dates related to the activities fulfilled with the members are reported separately in the financial statements.
Refunds can be distributed also through a paid capital increase or through the issue of financial instruments (art. 2545-sexies c.c.).
12. Changes in membership and in company’s capital.
The cooperative companies are companies with a variable capital. The company’s capital is not determined in a given amount. Changing in the number or in the persons of members doesn’t involve an amendment of the instrument of incorporation (art. 2524 c.c.). This doesn’t exclude, however, that also in the cooperative companies the entry of new members can occur through an amendment of the instrument of incorporation. It means, with a paid capital increase and the recognition of the pre- emption right to the members, which can be excluded with a resolution of the meeting (art. 2524, par.
3 and 4, c.c.).
Saved this event, the procedure for the admission of new members (cooperative members) is very simple, because is not required an amendment of the instrument of incorporation each time (so-called
“open door”). The admission of new members, indeed, is decided by the directors, by a request of the interested person, and the resolution is recorded in the Members’ book by the directors (art. 2528 c.c.). The new member must pay the amount of the quotas or the shares subscribed and the additional price eventually stated by the meeting.
If the request of admission is not accepted, the interested person can ask that on the request decide the meeting.
In the cooperative companies are causes of reduction of the members number, and of the capital, the withdrawal (art. 2532 c.c.), the exclusion (art. 2533 c.c.), and the death (art. 2534 c.c.) of a member.
Under the law, the withdrawal can be exercised: a) when the instrument of incorporation bans the transfer of quotas or shares; b) in the cases provided for the companies limited by shares (or provided for companies limited by quota, depending on the applicable discipline). Other causes of withdrawal can be provided by the instrument of incorporation. The withdrawal of the cooperative members cannot be exercised partially.
Directors must examine promptly the declaration of withdrawal and in case of a negative result the member can claim before the Court.
Relating to the relationship with the company, the declaration of withdrawal has effect by the communication of the positive decision by the directors. In relation to the mutualistic relationships, the withdrawal takes effect at the end of the financial year if it is communicated to the company three months before. Otherwise, the withdrawal takes effect with the end of the next financial year.
The exclusion can be provided by the company in the following events: the lack of the payments of the quotas or shares (art. 2531 c.c.); in the cases provided for the partnerships; for serious failures of
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the member to fulfil its obligations under the corporate or mutual relationship; for the lack or for the loss of the requirements provided for the participation to the cooperative company. Other specific causes of exclusion can be introduced by the instrument of incorporation.
The exclusion must be decided by the directors or, if it is provided in the instrument of incorporation, by the meeting. The resolution on the exclusion must be communicated to the member, who can claim against it before the Court.
In the event of the death of a member, the relationship is dissolved, unless the instrument of incorporation provides for the continuation of the relationship with the heirs, as long as the latter hold the requirements provided for the admission to the company.
The liquidation of the quota is determined following the criteria provided in the instrument of incorporation and is based on the financial statements of the financial year in which the end of the relationship occurs. The payment must be fulfilled within 180 days from the approval of the same financial statements and must comprise the reimbursement of the additional price eventually paid (art.
2535 c.c.).
13. The dissolution of the cooperative company.
The cooperative companies dissolve for the same causes provided for the other limited liability companies, with the only difference, relate to the variable capital, that only the fully loss of the capital is cause of dissolution (art. 2545-duodecies c.c.).
Moreover, are specific cause of dissolution of cooperative companies: a) the reduction of the members below the minimum number of nine (or three), if this is not replaced within one year; b) the compulsory liquidation ordered by the government authority.
