Create a cooperative

Relevant information for people interested in the creation and constitution of a cooperative.

The cooperative is a society made up of people, both natural and legal, who join together voluntarily to satisfy common economic and social needs and aspirations, through a jointly owned and democratically managed company. Any legal economic and social activity may be organized and developed through a cooperative established under Law 2/2023, of February 24, on Cooperatives of the Community of Madrid. It acquires legal personality with the registration of its constitution in the competent register of cooperatives depending on the area in which its members mainly carry out its cooperative activity. If that area is the Community of Madrid, the competent register is the regional one.

How to set up a cooperative

Procedures for the constitution and registration

1st. APPLICATION FOR A NEGATIVE CERTIFICATION OF THE NAME IN THE REGISTRY OF COOPERATIVES OF THE COMMUNITY OF MADRID

The cooperative must necessarily include in its name the terms “Sociedad Cooperativa Madrileña” or “S. Coop. Mad”. The certified denomination will be reserved for a period of six months from the date of issuance of the certification, renewable for another six months at the request of the interested parties.

2nd. PREPARATION OF THE BYLAWS ACCORDING TO THE CLASS OF COOPERATIVE

According to the provisions of the Law 2/2023, of February 24, on Cooperatives of the Community of Madrid (BOCM no. 50, of February 28)

The statute models are in the process of being updated to the new current regulations

3rd. GRANTING, BEFORE A NOTARY, OF THE PUBLIC DEED OF INCORPORATION

Using one of the following options:

Option A

Celebration of the constituent assembly, made up of the promoters, who will approve the bylaws and adopt the other agreements that are necessary for the constitution of the cooperative.

The minutes of this assembly must be signed by all the promoters and will state, at least: the place and date of the meeting; the list of attendees with their identification; a summary of the deliberations; the result of the votes and the text of the agreements adopted.

The text of the bylaws approved by the constituent assembly will be included in the minutes.

The corresponding public deed of incorporation must be executed before a notary by all the promoters or by the persons appointed for this purpose by the constituent assembly.

The period for granting the deed will be a maximum of thirty business days from the celebration of the Constituent Assembly.

Option B

Direct granting, before a notary, of the public deed of incorporation by all the promoters of the cooperative, regardless of the holding of the constituent assembly.

Documentation to be presented before a notary, in both cases (options A or B):

Bylaws.
Minutes of the constituent assembly (only in option A).
Negative denomination certification (must be in force on the date of presentation of the deed of incorporation in the Registry of Cooperatives).
Receipts accrediting the entry into a credit institution, by each of the promoters, of the minimum mandatory contribution to be a member, at least in the proportion required by the statutes.

4th. PROVISIONAL NIF REQUEST

In the same notary, since notaries have an agreement with the Treasury that allows them to manage it themselves; either
in the Administration of the Tax Agency that corresponds according to the fiscal domicile of the cooperative or in the Special Delegation of Madrid (Guzmán el Bueno street, 139, Madrid, 915 826 767).

Documentation to present:

Census declaration of registration, modification and cancellation in the census of Entrepreneurs, Professionals and Retainers, model 036 (pages 1, 2B, 3 and 8).
Authorized copy and simple copy of the articles of incorporation.
Photocopy of the NIF of the representative of the company.

5th. LIQUIDATION OF THE TAX ON ASSETS TRANSMISSIONS AND DOCUMENTED LEGAL ACTS

The constitution of the cooperative is subject to the ITPAJD, although exempt from it, and its liquidation may be carried out:

manner telematics;
at the General Directorate of Taxes, from Monday to Friday, from 9 a.m. to 14:30 p.m. (Pº. General Martínez Campos, 30, 1ª, Madrid, 901 505 060); or
in any of the settlement offices existing in the Community of Madrid.

Documentation to present:

Authorized copy and simple copy of the articles of incorporation.
Model 600 and annexes duly completed.

Information about this tax on the website of the Community of Madrid

6th. REGISTRATION IN THE REGISTRY OF COOPERATIVES OF THE COMMUNITY OF MADRID within two months of its granting

Documentation to present:

Authorized copy and simple copy of the articles of incorporation.
Declaration of the type of activity that the cooperative is going to carry out, identifying it with the numbering and nomenclature established in the national classification of economic activities, CNAE-2009 (www.ine.es).

Start up

MAIN LEGAL OBLIGATIONS

Declaration of registration in the Tax on Economic Activities (IAE) in the Tax Agency (model 840) or in the corresponding town hall, as the case may be.
Census declaration of registration, modification and cancellation in the census of Entrepreneurs, Professionals and Retainers, model 036, to present at the Administration of the Tax Agency that corresponds according to the fiscal domicile of the cooperative society or in the Special Delegation of Madrid (Guzmán el Bueno street, 139, Madrid, 915 826 767).
Registration of the company in the Social Security, if applicable (www.seg-social.es).
Affiliation and registration of the working partners or workers, where appropriate, in the corresponding Social Security Regime, prior to the beginning of their work activity (www.seg-social.es).
Guest Book Management. (information Ministrieso of Labor and Social Economy)
And any other procedures depending on the type of activity and circumstance of each company (building license, activities and facilities; communication of opening of work centers; registration of trademarks, patents and trade names; registration of real estate in the Registry of the property, etc).

MOST RELEVANT REGISTRY OBLIGATIONS

Legalization of books mandatory obligations of the cooperative, according to the provisions of article 63 of the Law 2/2023, of February 24, on Cooperatives of the Community of Madrid (BOCM no. 50, of February 28)
- Registry book of partners, associates, collaborators and contributions to capital, preferably before making entries.
- Minute Books of the General Assembly, of the administration body, and where appropriate, of the Preparatory Boards and other collegiate bodies, preferably before making annotations.
- Daily Book and Book of Inventories and Annual Accounts for each fiscal year, preferably once it has been closed.
Deposit of annual accounts, in accordance with the provisions of article 64 of the Law 2/2023, of February 24, on Cooperatives of the Community of Madrid (BOCM no. 50, of February 28)
Registration of social agreements and other acts whose registration is mandatory in accordance with the provisions of article 29 of the Regulation of Organization and Operation of the Register of Cooperatives of the Community of Madrid, approved by Decree 177/2003, of July 17 (BOCM nº. 181, of August 1).

In addition, the obligation must be taken into account, for legal entities, to interact through electronic means with the Public Administrations (art. 14.2 of the Law 39/2015, of October 1, of the Common Administrative Procedure of the Public Administrations, BOE nº. 236, of October 2), to comply with which the cooperative must register in the Electronic Notification System of the Community of Madrid.

NAME RESERVATION

Access the application and the fee (form 030)

APPLICATION FOR REGISTRATION OF CONSTITUTION

Access the registration application

Cooperative Classes

Cooperatives are regulated in Chapter IX of Law 2/2023, of February 24, on Cooperatives of the Community of Madrid (BOCM No. 50, of February 28), in articles 101 et seq.

Here you can consult the classes of cooperatives first grade: First degree cooperatives

Second or further degree cooperatives: their purpose is to complete, promote, coordinate, reinforce or integrate the economic activity of the member entities and the resulting group.

See articles 131 to 136 of the Law 2/2023, of February 24, on Cooperatives of the Community of Madrid (BOCM no. 50, of February 28)

Model statutes for cooperatives

To facilitate the preparation of the company's statutes, choose the model based on the type of cooperative to be established. The explanatory notes that accompany each model must be taken into account and the text of the model statutes must not be modified, except in the articles indicated at the beginning of each document.

The Registry of Cooperatives is carrying out updates to the model statutes to adapt them to the new regulations. Until this task is completed, you will be able to continue consulting the structure of the articles, but not their content, of the models of the previous standard (Law 4/1999, of March 30, on Cooperatives of the Community of Madrid).

Model statutes for housing cooperative Law 2/2023. Abbreviated model of statutes for worker cooperative. Update: April 2021 Ordinary model of statutes for worker cooperative. Update: April 2021 Model statutes for consumer cooperative Law 4/1999. Update: April 2021.

Model bylaws for a housing cooperative.

It is important to follow the instructions of the Explanatory notes referring to the statutes for housing cooperatives.

Abbreviated model of statutes for worker cooperative (for micro-enterprises and small cooperatives of up to 10 members).

Model statutes for worker cooperative (for work cooperatives, education, social initiative, itinerant trade and any other associated workers).

It is important to follow the instructions of the Explanatory notes referring to the statutes for worker cooperatives.

Model bylaws for consumer cooperative

It is important to follow the instructions of the Explanatory notes referring to the statutes for consumer cooperatives.

Appointment request for documentation collection

In this section, you can request an appointment only to withdraw documentation deposited in the dependencies of the Social Economy Entities Registration Area.

Appointment request to collect documentation

Aid and subsidies to cooperatives of associated workers

Aid for the creation of cooperative societies of associated workers and for the incorporation of new worker partners. The capitalization of unemployment

CAPITALIZATION OF THE UNEMPLOYMENT BENEFIT

If you want to capitalize on your benefit, access the information provided by the State Public Employment Service (SEPE).

SUBSIDIES, BONUS OF SOCIAL SECURITY FEES AND OTHER AID

Access the information through this link.

Application regulations

Main regulations

Law 2/2023, of February 24, 2023 on Cooperatives of the Community of Madrid
Law 4/1999, of March 30, on Cooperatives of the Community of Madrid (BOCM No. 87, of April 14) (LCCM).
Decree 177/2003, of July 17, approving the Regulations for the Organization and Operation of the Register of Cooperatives of the Community of Madrid (BOCM No. 181, of August 1) (ROFR).
Law 20/90, of December 19, on the tax regime of cooperatives (BOE nº. 304, of December 20).
Order EHA/3360/2010, of December 21, which approves the rules on the accounting aspects of cooperative societies (BOE nº 316, of December 29), applicable to financial years beginning on or after January 1, 2011.

Supplementary regulations (state regulations)

Other special regulations

Social Security of worker members of work cooperatives:
- Arts. 14 and 335 and nineteenth transitory provision of the Royal Legislative Decree 8/2015, of October 30, approving the revised text of the General Social Security Law (BOE No. 261, of October 31).
- Art. 8 of General Regulation on the registration of companies and affiliation, registrations, cancellations and changes in data of workers in Social Security, approved by Royal Decree 84/1996, of January 26 (BOE nº. 50, of February 27).

legal claims:
- Article 2.c) of the Law 36/2011, of October 10, regulating the social jurisdiction (BOE nº. 245, of October 11), referring to the disputes that are promoted between the associated work cooperatives and their worker partners, exclusively for the provision of their services.
- Article 86 ter 2.a) of the Organic Law 6/1985, of July 1, on the Judiciary (BOE nº. 157, of July 2), referring to the competence of the Commercial Courts with respect to all those issues that are promoted under the regulatory regulations of commercial companies and cooperatives.

Homes (compulsory insurance):
- First additional provision of the Law 38/1999, of November 5, on Building Regulations (BOE nº. 266, of November 6).

Advice and guidance

From the icon on the right you can access the space portal "E-Social Hub", space coworking to which those interested in setting up a cooperative can go to obtain the necessary advice, free of charge.

Access to E-Social Hub, coworking space