Do two or more people want to run their own business? Or are you already an established business and want to work together in order to improve your products or services? Do you need to carry out shared tasks? If so, a co-operative may be the best organisational form for you.
The key features of a co-operative:
- No requirement for contributed capital, but the co-operative must have adequate equity
- User benefits and cooperation more important than return on capital
- Separate legal person
- Possible to be an employee
- The co-operative's wealth belongs to the co-operative and not the owners
- Not very investor-friendly
- Surpluses are shared between the members according to their transactions with the co-operative
- Democratic - one member normally only has one vote
- Cannot be bought out by external parties
The purpose of a co-operative
The main purpose of a co-operative is to promote the financial interests of its members. Pivotal to this is the fact that as a member you safeguard your financial interests through co-operation, as an employee, supplier or customer of the co-operative. The members' need to work together is more important the need for the co-operative to generate the maximum possible surplus.
The main purpose of promoting the financial interests of the members is interpreted broadly. For example, co-operatives can be used by groups of people who carry on commercial activity to varying degrees. This means that road owner associations and landowner associations, for example, can benefit from setting themselves up as a co-operative even though their financial activity is limited in scope.
Co-operatives can be founded by either natural or legal persons. Co-operatives must have at least two members/owners at all times. Natural persons must be over 18 years of age.
In co-operatives, all owners must be treated equally and have the same influence. The general rule is therefore that all the members have one vote at the annual meeting.
Members are not liable in any way for their co-operative's debts over and above any share contributions.
Requirements concerning capital investments
There is no requirement for a share contribution (the amount that the members pay when they become a member of the co-operative). However, co-operatives must still have adequate equity at all times. The equity requirement must be assessed against the scope of the operation. In practice, this can therefore mean that the co-operative must have a share contribution.
Payment of contributions
In a co-operative, a share of the surplus is paid to the members based on their transactions with the enterprise. Examples of transactions include purchases from, sales to or work for the co-operative.
One of the advantages of establishing a co-operative is that as an owner you can also be an employee of the enterprise. You will then have the same rights as other employees. The co-operative will have employer responsibility for you, and you will receive a salary.
Social security rights
As owner and employee, you will be entitled to 100% sick-pay from the first day of sickness. However, you should note that NAV will not cover sick-pay until the 17th day. During the first 16 days, it is the employer that must pay sick-pay.
As owner and employee, you accrue the right to unemployment benefit in the event of unemployment in the same way as other employees. Contact NAV to find out the conditions for receiving unemployment benefit.
As employee and owner, you accrue pension rights on what you receive in salary in the same way as other employees. However, most people will experience a substantial reduction in their income when they retire. If the company has many employees, it will normally be required to set up an occupational pension scheme for its employees.
Surpluses generated by co-operatives are taxed at the rate of 22%. The tax must be paid in the year after the income year in two equal instalments during the first six months.
Dividends (often referred to as "back payments") to members who are not legal persons are general tax-free. Back payments are normally taxable for individuals when the payment is linked to income or
costs relating to commercial enterprise or other taxable income-generating activity.
Value added tax
Value added tax (VAT) is a sales tax on goods and services. Some goods and services are exempt from VAT or subject to reduced rates. Co-operatives with a vatable turnover of more than NOK 50,000 over a 12-month period must register in the VAT Register.
Commercial activity normally also triggers a bookkeeping obligation. This means that you must retain documentation of your incomes and expenses and arrange them in a system. Co-operatives will also become subject to the accounting obligation if they have an annual turnover of more than NOK 2 million. This means that the co-operative must submit annual accounts to the Register of Company Accounts every year. Co-operatives with an annual turnover of more than NOK 5 million are required to have their annual accounts audited.
Roles within co-operatives
The annual meeting is the supreme authority of a co-operative. Members have a right to attend these meetings and to vote at them. All co-operatives must hold an annual meeting every year. The annual meeting elects the board.
The Board of Directors must consist of at least three persons, and the Board should convene when required. The Board is responsible for the management and running of the company. At least 50 % of the board members must reside in Norway or another EEA country. The Board of Directors appoints the General Manager.
In certain industries, you must have a permit to run your own business. Examples of this are the catering/restaurant and cleaning services sectors.
Registration and organisation number
Once the application for registration has been approved, the enterprise will be allocated an organisation number.