(2)or 35

(4), a transfer proposal or draft terms of conversion are required to be publicised, there shall be delivered to the Registrar a copy of the proposal or draft terms of conversion, as the case may be, accompanied by the prescribed form specified in relation to each Article.

(2)The Registrar shall cause to be published in Iris Oifigiúil notice of the receipt by him or her of the copy of such proposal or draft terms of conversion, as the case may be. Publication of completion of merger 23. Where an SCE is formed by merger, whether its registered office is in the State or not, and a cooperative registered in this jurisdiction has taken part in that formation, the Registrar shall cause to be published in Iris Oifigiúil notice that the merger has been completed. Conversion of SCE into a cooperative 24.

(1)Where a registered SCE proposes to convert into a cooperative in accordance with Article 76, there shall be delivered to the Registrar an application in respect of that SCE in the prescribed form together with the documents, if any, specified in that form.

(2)Where the SCE proposes to convert it shall notify in writing its members and every creditor (including the Revenue Commissioners) of whose claim and address it is aware of the proposal and of the right to examine the terms of conversion and the report drawn up under Article 76, at its registered office and, on request, to obtain copies of those documents free of charge, not later than one month before the general meeting called to decide on the conversion.

(3)Every invoice, order for goods or business letter, which, at any time between the date on which the conversion proposal and report become available for inspection at the registered office of the SCE and the deletion of the SCE’s registration on conversion, is issued by or on behalf of the SCE, shall contain a statement that the SCE is proposing to convert into a cooperative under Article 76.

(4)Before the general meeting mentioned in paragraph

(5)may be held, the Registrar shall, if he or she is satisfied to do so, approve an independent expert, appointed by the SCE, who shall certify that the SCE has assets at least equivalent to its capital in accordance with Article 76

(5).

(5)The draft terms of conversion and the statutes of the cooperative shall be approved by a majority of not less than two-thirds of the votes validly cast at a general meeting of the SCE at which the members present or represented make up at least half of the total number of members on the date the general meeting is convened. Publication of other documents or information 25.

(12)or 17

(2)the registration of an SCE, whether on formation under Chapter II, or on the transfer of the registered office of an SCE under Article 7 or the deletion of a registration under that Article is required to be publicised, the Registrar shall cause to be published in Iris Oifigiúil notice of that registration or the deletion of that registration and of the receipt of the documents and particulars related to that registration or deletion required to be delivered to the Registrar by the EC Regulation or these Regulations. Power to require SCE to take steps to comply with requirements of Article 6 26.

(1)If it appears to the Registrar that an SCE no longer complies with the requirements specified in Article 6, he or she may, following consultation with such other parties as he or she considers appropriate, give a direction in writing to the SCE to take steps, in accordance with Article 73

(2), to ensure that it complies with those requirements.

(2)Such direction shall— (

1. a)include a statement of the reasons upon which the direction is being given, and (
2. b)specify the period within which steps concerned are to be taken.

(3)Where an SCE has failed to comply with a direction under paragraph

(1), the Registrar may apply to the High Court for an order directing the SCE to comply with the direction and, on the hearing of the application, the Court may make such order including, subject to paragraph

(4), an order to wind up the SCE as it sees fit and may provide that all costs of and incidental to the application shall be borne by the SCE.

(4)An SCE may be wound up only in accordance with Part VI of the Companies Act 1963 (No. 33 of 1963) and accordingly, that Part of that Act shall, subject to any necessary modifications, apply as if the SCE were a company. Appeals against decisions of competent authority 27.

(1)This Regulation applies where— (a) the transfer of the registered office of an SCE under Article 7

(14), or (b) the taking part by a cooperative in the formation of an SCE by merger under Article 21, is opposed, under Article 7

(14)or 21, as the case may be, by the Registrar following consultation with such parties as he or she considers appropriate.

(2)Where this Regulation applies, the SCE or the cooperative, as appropriate, may, within 21 days of being informed of the Registrar’s decision to oppose the transfer or the taking part in the formation of an SCE by merger, appeal against the Registrar’s decision to the High Court.

(3)On the hearing of an appeal under paragraph

(2), the High Court may either confirm or cancel the decision of the Registrar.

(4)A decision of the High Court under paragraph

(3)shall be final, save that, by leave of the Court, an appeal from the decision shall lie to the Supreme Court on a specified question of law.

(5)The High Court may, on application made by the SCE or cooperative, extend the period referred to in paragraph

(2)within which an appeal may be made in relation to the matter referred to in that paragraph (the “appeal period”) if, but only if, it is satisfied that— (

1. a)where the application for the extension is made before the end of the appeal period, there is good reason for the SCE or the cooperative being unable to make the appeal within that period, or (
2. b)where the application for the extension is made after the end of the appeal period, that there was a good reason for the failure of the SCE or the cooperative to make the appeal within that period and for any delay in applying for the extension. PART 5 PROVISIONS RELATING TO THE EFFECTIVE APPLICATION OF THE EC REGULATION Application of law 28.

(1)Any enactment or rule of law which applies in relation to an industrial and provident society shall, in the absence of any express provision to the contrary in these Regulations, where it is required by the EC Regulation, apply with any necessary modifications in relation to an SCE as it applies in relation to such an industrial and provident society.

(2)Any enactment or rule of law which applies in relation to a public limited company incorporated under the Companies Acts shall, in the absence of any express provision to the contrary in these Regulations, where it is required by the EC Regulation, apply with any necessary modifications in relation to an SCE as it applies in relation to such a company.

(3)Without prejudice to the generality of paragraph

(1), the Industrial and Provident Societies Acts shall, in their application to SCEs, have effect with the modifications specified in these Regulations.

(4)Without prejudice to the generality of paragraph

(2), the Companies Acts shall, in their application to SCEs, have effect with the modifications specified in these Regulations. Competent authorities 29. The competent authorities designated under Article 78

(2)are: (a) in respect of Articles 7, 21, 54 and making an application under Article 73

(1), the Registrar, and (b) in respect of Articles 29, 30 and making an order under Article 73

(1), the High Court. Records of an SCE transferred under Article 7

(11)or a cooperative ceasing to exist under Article 33

(1)and

(2)30.

(1)Where— (a) the registration of an SCE is deleted under Article 7

(11)pursuant to a transfer of its registered office to another Member State; or (b) a cooperative ceases to exist under Article 33

(1)(c) or

(2)(c), the records kept by the Registrar in relation to that SCE or cooperative, as the case may be, shall continue to be kept by him or her for a period of twenty years following such a deletion or cessation of existence.

(2)Where the registration of an SCE is deleted, the form, and the documents, if any, accompanying it, delivered to the Registrar under Regulation 7 together with a copy of the certificate issued under Article 7

(8)shall be deemed to be documents to be retained by the Registrar under Regulation 9 and the provisions of these Regulations shall apply accordingly. Notification of insolvency events 31. Where, under Article 74, publication by the Registrar in Iris Oifigiúil of the events mentioned in that Article is required by Article 12, notice of the relevant event set out in the prescribed form shall be delivered to the Registrar by the SCE within 14 days from the occurrence of the event. Registrar to prescribe forms 32.

(1)The Registrar, where in his or her opinion it is required for the purposes of Regulation 4, 5, 7, 22, 24 or 31, may prescribe forms and in so prescribing may prescribe any information required to be placed on, and documents to accompany, such forms.

(2)The Registrar, from time to time for a purpose referred to in paragraph

(1), may prescribe forms that amend forms prescribed pursuant to that paragraph.

(3)Notice of the prescribing of a form pursuant to paragraph

(1)or

(2)shall be published in Iris Oifigiúil, which notice shall include a copy of the form concerned as soon as may be after it is prescribed. Offences 33.

(1)If an SCE or any of its officers fails to comply with Regulations 7, 10, 31 or Article 10, the SCE and every officer who is in default shall be guilty of an offence and shall be liable on summary conviction to a fine not exceeding €3,000.

(2)Proceedings for an offence under paragraph

(1)may be brought and prosecuted by the Registrar. Relationship of certain Regulations to EC Regulation

1. Regulations 10, 32 and 33 are made in consequence of, and are to be construed as being supplemental to, Article 8 and, accordingly, do not affect the direct application in the State of Article 8 or any other provision of the EC Regulation. GIVEN under my Official Seal, 29 October
2. MARY COUGHLAN, Minister for Enterprise, Trade and Employment. EXPLANATORY NOTE (This note is not part of the Instrument and does not purport to be a legal interpretation). These Regulations give effect to Council Regulation (EC) No. 1435/2003 of 22 July 2003 on the Statute for a European Cooperative Society (SCE). The Council Regulation provides for the establishment of a European Cooperative Society to be known as an “SCE”. The objective of the Statute is to facilitate cross-border activities by cooperative entities. Employee involvement in SCE’s was provided for separately under EU Directive 2003/72/EC which was transposed by S.I. No. 259/
3. 1 OJ No. L207, 18.08.2003, p 01–24 2 OJ No. L049, 17.02.2007, p 35 Privacy Statement Accessibility European Legislation Identifier (PDF) Open Data License Ráiteas Príobháideachais Inrochtaineacht Aitheantóir Eorpach Reachtaíochta (ELI) Ceadúnas Sonraí Oscailte Liosta Fianán © Government of Ireland. Oireachtas Copyright Material is reproduced with the permission of the Houses of the Oireachtas © Rialtas na hÉireann. Atáirgtear ábhar faoi Chóipcheart le cead ó Thithe an Oireachtais