"A cooperative is a voluntary association of an unlimited number of persons, with a varying personal composition, and a varying participation fund, which, in the interest of its members conducts common economic activities"
A cooperative conducts its activities on the base of the cooperative law, other laws, and of its registered articles of association. The essence of its activities is its self-government character.
The proper members of a cooperative decide and mange alone matters, which are in their common interest, according to independently established statutory principles, and through collegial bodies of the cooperative, defined in the articles of association and elected among them.
Settlement of matters between a cooperative and its member is done by adoption of respective resolutions by the cooperative's bodies.
Let's establish a cooperative !
The Polish law requires a minimum number of 10 persons in order to establish a cooperative, if they are individuals, and 3 persons, if they are legal persons.
STEP 1
To write the Articles of Association
An example of ARTICLES OF ASSOCIATION
To load STATUT Word format file
STEP 2
To convene the General Meeting (founding meeting) of the cooperative's members.
- The cooperative's members adopt the articles of association by placing their signatures on these articles. (The articles of association may be amended only by qualified majority of 2/3 of votes).
- On this general Meeting the cooperative's members adopt the resolution of establishing the cooperative (we suggest to hand over membership declarations in the moment of the list of attendance signing, and to collect them before the resolution on the cooperative's establishing is adopted).
- The General Meeting elects the Supervisory Board and, possibly, the Board of Directors, in the case the newly adopted articles of associations stipulate election of the Board of Directors by the General Meeting (articles of association may stipulate the election of the Board of Directors by the Supervisory Board). Articles of association determine also the method of election of the Board of Directors and the number of its members. A cooperative may elect a one-person Board of Directors, in case the articles of association stipulate such a possibility.
STEP 3
The motion for the cooperative's registration is lodged at the National Registration Court.
- The motion may be lodged exclusively by the Board of Directors.
- Documents necessary for the cooperative's registration are the following:
a). The filled in form of the motion for registration of a subject in the Register of Companies - model KRS - W5;
b). The protocol of the founding General Meeting (this protocol is signed by two persons, the president of the debates and the secretary or, instead of the secretary, another member of the presidium);
c). The list of attendance with addresses of the founding members and with their original signatures (we suggest to prepare two lists of attendance, so that one may remain in the cooperative's documentation);
d). The General Meeting's resolution on the new cooperative's founding, including: address of the cooperative's office, composition of the Board of Directors, composition of the Supervisory Board, the cooperative's articles of association.
- All members of the cooperative's Board of Directors should sign the motion. A regional court or a notary should authenticate their signatures.
STEP 4
The cooperative becomes a legal person and starts economic activities at the moment of its registration, and not at the moment of its founding. If a cooperative plans to begin its economic activities at a later date after its registration, such fact should be indicated in a respective resolution.
The cooperative conducts its financial matters on the base of the Law of 29th September of 1994 on Accounting, and its subsequent amendments.
