Seed funded SCOP: new status from 1 January 2015
Decree n° 2014-1758 of 31 December 2014 pertaining to the seed funding mechanism applicable to cooperative production companies (also known as cooperative and participative companies) has been published on the Official Journal. Effective the day following publication, the decree sets forth the terms and conditions for application of article 49 ter of law n° 78-763 of 19 July 1978 concerning the status of Production Cooperative Companies (SCOP), implemented by article 27 of law n° 2014-856 of 31 July 2014 pertaining to the social and solidarity economy (known as the "Hamon" law).
As at 1 January 2015, the status of a seed funded SCOP was created.
This status responds to an issue related to the legal form of a SCOP. Indeed, whilst this status is frequently favoured in the event of transfer to employees, it leads to the obligation for employees to hold the majority of commercial capital. However, employees may struggle to bring together the funds required for takeover of the company.
The seed funded SCOP status is therefore an alternative to the traditional SCOP model. To work around the lack of capital for start up, this status allows employees to be minority stakeholders in the capital, whilst holding the majority of votes for constitution of the SCOP. The majority of capital in the seed funded SCOP is held by non cooperative members for a period of seven years.
In parallel, non cooperative members hereby undertake to transfer or to obtain repayment of a number of shares allowing cooperative members to reach the threshold of 50% of capital by the latest on 31 December of the seventh year following that of transformation to a SCOP.
Moreover, this decree makes provision that tax advantages stipulated for other SCOPs are also applicable to this new status (articles 214, 237 bis and 1456 of the General Tax Code).
The commitment of non cooperative members should appear in the articles of association of the seed funded SCOP and a copy of these should be issued to the tax authorities.