Cooperatives (SA)

1. the return, apart from a normal return on invested capital, is either left in the society or divided among the members on the basis of their share of the trade with the group, and

2. none of the members is personally liable for the group’s debts, either in whole or for parts which together comprise the total debts.

The members are not obliged to contribute capital to the cooperative unless the individual member has agreed to this in writing when subscribing for membership or in a separate agreement. Any duty to contribute capital must be limited either to a certain amount or in some other way. The requirement of agreement does not apply to a duty to pay a membership contribution if so stipulated in the statutes.

A cooperative also exists if the interests of the members are promoted through the members’ trade with an enterprise which the cooperative owns alone or together with other cooperatives, including a secondary cooperative.

A cooperative may be established by at least two persons and must always have at least two members. Should there be fewer members, the enterprise is to be dissolved.

Both natural persons and legal entities may be founders of the society. Those who are not of legal age and capacity may not be founders.

The founders must date and sign a memorandum of incorporation. Once all the founders have signed the memorandum of incorporation, the membership has been subscribed for and the enterprise has been established.

Requirement as to the content of the memorandum of incorporation

The memorandum of incorporation shall contain statutes for the enterprise, see below.

The memorandum of incorporation shall also state:

1. the founders’ names or business enterprise names, addresses and dates of birth or organisation numbers,

2. the names, addresses and dates of birth of those who are to be directors.

If the founders are to contribute capital in connection with the establishment of the enterprise, the memorandum of incorporation shall also state:

1. the amount that each founder is to pay and the total capital that the founders are to contribute,

2. the date when the capital is to be contributed.

If one or more of the founders are to settle a capital contribution in assets other than money, the memorandum of incorporation shall state the assets concerned, the name and address of \the founder concerned and the terms that are to apply.

The statutes shall as a minimum contain provisions regarding:

the enterprise’s name,

the municipality in Norway where the enterprise is to have its registered office,

the activities to be carried out by the enterprise,

the size of any membership contributions, whether interest is to be paid on these, and whether these are to be repaid if a member withdraws from the enterprise,

whether a membership fee is payable,

how the annual profit may be utilised,

the number of, or the lowest and highest number of, directors,

the issues that are to be discussed at the ordinary general meeting and

how the net assets are to be divided if the enterprise is dissolved.

European Cooperative Societies
– a new kind of enterprise entity in Norwegian legislation

The Act on European Cooperative Societies (the SCE Act) will make it easier for a cooperative to move its headquarters from one EEA country to another without having to dissolve the enterprise in the first and re-establish it in the next country.