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Founding a co-operative

Last updated: 26 August 2022.

In order to establish a co-operative, a memorandum of association will have to be created.

The memorandum of association must contain information about

  • the names of the founders, business name, address and national identity number/organisation number
  • the name, address and national identity number of the board members
  • information about the company’s auditor, if any
  • the articles of association

The founders have no obligation to make deposits at the foundation, but if a deposit is to be made, this must be stated in the memorandum.

The memorandum must be dated and signed by all the founders. When all the founders have signed the memorandum, the membership is registered and the enterprise is established.

The memorandum must also show any information about

  • whether deposits in connection with the foundation, is to be setteld with other assets than money
  • whether someone are given special rights at the foundation
Content requirements at deposit capital

There are no requirements for a minimum capital when you establish a co-operative, and it can therefore be formed without any capital contributions. The founders may also make deposits at the foundation.

If the founders have contributed capital in connection with the founding, the memorandum has to contain information about

  • the amount paid by each founder
  • the entire amount of the contributed capital
  • the time of the capital settlement

If contributions are made in other assets than money, the memorandum must contain information about

  • which assets are included
  • the name and address of the contributor
  • which conditions apply

Before registering the company in the Register of Business Enterprises, any capital to be contributed must be fully paid-up.

Example of memorandum of association for co-operatives (PDF)

The articles of association must at least contain information about

  • the business name
  • the municipality where the enterprise is to have its business address
  • the activity of the enterprise
  • the size of any membership contributions, whether they are to bear interest and whether they are to be repaid upon withdrawal
  • whether membership fee must be paid
  • how the annual profit should be used
  • the number of board members, or the minimum and the maximum number of board members
  • the issues that are to be dealt with at the ordinary general meeting
  • how the net assets are to be distributed upon dissolution

If the enterprise chooses not to register a general manager and/or to have less than three board members, this must be stated in the statutes.

A co-operative has to be registered in the Register of Business Enterprises.

The deadline for registration is three months after the signing of the memorandum of association.