BOOK I: Commerce in general.

In a cooperative constituted as a limited liability company, the manager(s) is (are) a natural person who is either a member in a personal capacity, or the chairman of the board of directors, the managing director, a member of the management board or the manager of a company which is itself a member. Cooperative societies with more than twenty members must be administered by three or more managers.

The articles of association may provide for retailer cooperative societies to be associated under the conditions set out in l’article 3 bis de la loi du 10 septembre 1947 portant statut de la coopération. In this case, they may not use the services of the cooperative society of which they are members.

The shareholders’ meeting or the general meeting deliberates validly when one third of the shareholders existing on the date of the agreement are present or represented. However, meetings convened to amend the Articles of Association deliberate validly only if at least half of the shareholders existing on the date of the convening are present or represented. Members who have cast their votes by post, when authorised to do so by…

Decisions of the Members’ Meeting or the General Meeting are taken by a majority of the votes held by the members present or represented. However, a two-thirds majority of the votes of the members present or represented is required for any amendment to the articles of association. If the cooperative carries out the activities provided for in 2° of Article L. 124-1,this provision is waived under the conditions laid down…

The exclusion of a member may be pronounced, as the case may be, by the board of directors or by the supervisory board if the cooperative society is constituted as a société anonyme, or by the management if it is a société à responsabilité limitée, the interested party being duly heard. Any member who is excluded from the cooperative may appeal against this decision to the general meeting or the…

In the case of a cooperative carrying out the activities provided for in 2° of Article L. 124-1, the reimbursement of the shares of a member who withdraws or is excluded shall be made, notwithstanding article 18 of the law of 10 September 1947 on the status of cooperation, under the conditions set out in the articles L. 125-17 and L. 125-18. However, for a period of five years from…

The Ordinary General Meeting may, acting under the conditions of quorum and majority of the Extraordinary General Meeting if the cooperative is constituted in the form of a public limited company, or the Members’ Meeting acting under the conditions of quorum and majority of the meeting having as its object the amendment of the Articles of Association if it is a cooperative company constituted in the form of a limited…

The caisse centrale de crédit coopératif is authorised to carry out all financial transactions in favour of the companies formed in accordance with the provisions of this chapter, in particular to make available to them the funds specially allocated to it or which it may obtain in the form of loans or by rediscounting the bills subscribed, to give its guarantee or to act as guarantor to guarantee their loans,…

In the event of the dissolution of a société coopérative or union governed by the provisions of this chapter and subject to the provisions of the following paragraphs of this article, the net surplus of the assets over the capital is devolved either to other sociétés coopératives or unions de coopératives, or to works of general or professional interest. However, a société coopérative or a union may be authorised by…

Any grouping of retail merchants established with a view to carrying out one or more of the activities referred to in 1°, 3° and 4° of article L. 124-1 must, if it has not adopted the form of a société coopérative de commerçants détaillants governed by the provisions of this chapter, be constituted in the form of a société anonyme, a société à responsabilité limitée, an economic interest grouping or…