Registration of cooperatives

The acts that must be registered are regulated in the Regulations for the Organization and Operation of the Register of Cooperatives of the Community of Madrid, approved by Decree 177/2003, of July 17. 

a)  The constitution of the cooperative.

b) The development agreements of more than one phase, block or promotion by housing cooperatives.

c) Statutory modifications.

d) The transformation, merger, split and reactivation of the cooperative.

e) The dissolution and liquidation-extinction of the cooperative.

f) The appointment and dismissal of the members of the liquidation body or, as the case may be, of the administrators, auditors, auditors, members of the Resources Committee and liquidators. The registration will include both the titular members and the substitutes that could be appointed.

g) Article 40.5 of Law 2/2023, of February 24, on Cooperatives of the Community of Madrid, will apply to cooperatives established under the new law and to those that adapt to it.

h) General powers of attorney, as well as their modification, revocation and substitution.

i) The appointment and dismissal of the Director, as well as the powers conferred according to the deeds of granting, modification or substitution and, where appropriate, the revocation of powers.

j) Suspension of payments and bankruptcy.

k) Judicial and administrative resolutions will be made in accordance with the applicable Law on Cooperatives, Law 2/2023, of February 24, on Cooperatives of the Community of Madrid.

l) Regarding the Unions, Federations and Confederations of Cooperatives, the constitution, the modifications of their statutes, as well as the merger, split, dissolution and extinction.

m) The election of the management positions of the aforementioned entities and the powers of attorney granted.

n) In general, the acts or contracts that modify the content of the entries made or whose registration is foreseen by the Laws or 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).

Depending on the type of social agreement adopted, to register it in the Register of Cooperatives, certain documentation is necessary:

• The constitution of the cooperative: Public deed.
• Development agreements of more than one phase, block or promotion by housing cooperatives: public deed: public deed or certificate with notarized signatures.
• The statutory modifications: Public deed.
• The transformation, merger, split and reactivation of the cooperative: Public deed.
• The dissolution and liquidation-extinction of the cooperative: Public deed.
• The appointment and dismissal of the members of the liquidation body or, where appropriate, of the administrators, auditors, auditors, members of the Resources Committee and liquidators: public deed or certificate with notarized signatures.
• The permanent delegation of powers of the Governing Council, in the Executive Commission or in two joint CEOs, as provided in article 40.5 of the new Law 2/2023, of February 24, of Cooperatives of the Community of Madrid: Public deed.
• General powers of attorney, as well as their modification, revocation and substitution: Public deed.
• The appointment and dismissal of the Director, as well as the powers conferred according to the deeds of granting, modification or substitution and, where appropriate, the revocation of powers: Public deed.
• Regarding the Unions, Federations and Confederations of Cooperatives, the constitution, the modifications of their statutes, as well as the merger, split, dissolution and extinction: Public deed.
• The election of the management positions of the above entities and the powers of attorney granted: Public deed.

Article 31 of Decree 177/2003, of July 17, which approves the Regulations for the Organization and Operation of the Registry of Cooperatives of the Community of Madrid, establishes the regulation for the issuance of certificates.

They may issue certificates relating to the agreements of the corporate bodies:

a) When there is a Governing Council, the Secretary, with the approval of the President. If both positions are vacant, they will be replaced respectively by the Vice Secretary, if any, or any member of the Governing Board appointed temporarily by the Governing Board itself to hold the position of Secretary, and by the Vice President.

b) When there is a sole Administrator, he will certify by himself the agreements of the general assembly and the powers of attorney.

c) When there are two joint Administrators, the signatures of both will be necessary, valid only if they are joint Administrators.

d) In the liquidation period, the Liquidators, jointly.

In the month following the approval of the accounts by the General Assembly.

1. A certificate, with notarized signatures, relating to the approval agreement of the annual accounts and the application of the results, which must contain all the circumstances required in article 31 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), and express if the accounts have been formulated in an abbreviated form and the reason. The certification will also state that the accounts and the management report are signed by all the Administrators or, if the signature of any of them is missing, it will indicate this circumstance and indicate the cause.
2. A copy of the approved annual accounts, signed, in all its pages, by all the members of the governing body in force on the date of preparation of the accounts:
   1. Balance
   2. Profit and loss account
   3. Memory
   4. Statement of changes in equity, if any
   5. Statement of cash flows, if any
3. A copy of the management report, when this is required by commercial legislation, signed, on all its pages, by all the members of the current administrative body on the date of preparation of the accounts.
4. If applicable, a copy of the audit report, signed by those who carried it out. If an audit report is submitted, the appointment of the audit entity must have been previously registered.
5. deposit request of the documents presented, signed by the President, the Secretary, the Administrator or Administrators, or the person expressly empowered by the Assembly in which the accounts were approved.

If one year has elapsed from the closing date of the financial year without the duly approved annual accounts having been submitted to the Registry for deposit, no document submitted after that date will be registered until, previously, Practice depositing them.

Except for the following agreements, which will be registered in any case:

• the cessation or resignation of the members of the administrative body, directors, liquidators and auditors;
• the revocation or renunciation of powers;
• the dissolution of the company, the appointment of Liquidators, the liquidation and simultaneous extinction and the judicial resolutions or from the administrative authority.

You can download the list of frequently asked questions here.

Here you can download models of opening diligence y closing diligence that must be included in the books that are presented for legalization, 

At the end of each model there are the appropriate calls to guide you in completing it.

Here you can download the certification model having carried out a closing diligence previously legalized books on paper, signed by those persons to whom it corresponds to sign the certifications of the social agreements of the cooperative.

1st. APPROVAL, BY THE GENERAL ASSEMBLY, OF THE DISSOLUTION AGREEMENT

For this, the General Assembly must be convened with an agenda that contains, at least, the following points:

• Decision to dissolve the cooperative.
• Cessation of the positions of the administrative body.
• Appointment of clearing members, who must accept the position, in accordance with the Articles of Association (necessarily in an odd number and elected by secret ballot).  
• Appointment of the auditors, if the current ones have already fulfilled their mandate or are close to fulfilling it, so that they can supervise the liquidation balance that is submitted, in due course, to the approval of the General Assembly.

Several articles of the Law 4/1999, of March 30, on Cooperatives of the Community of Madrid (BOCM No. 87, of April 14):

• Articles 32 to 36, referring to the form of calling the Assembly, its constitution, the adoption of agreements, the exercise of the right to vote and the preparation of the minutes;
• articles 93 to 95, referring to the causes of dissolution of the cooperative and the adoption of the dissolution agreement (depending on the cause, the majority required to adopt the agreement will vary, ranging between the ordinary majority and the majority of two thirds) ;
• Articles 98 and 99, referring to the appointment and functions of the liquidators.

2nd. PUBLICATION OF THE DISSOLUTION AGREEMENT

Once the Assembly has been held, the dissolution agreement must be published:

• in the Official Gazette of the Community of Madrid (BOCM), and
• in two of the newspapers with the largest circulation in the Community of Madrid.

The publication must be made within a month from the adoption of the agreement by the Assembly, with a text similar to the following:

"The entity named ___________________________, in liquidation, notifies its dissolution and the appointment of the liquidating partners through an agreement adopted at the General Assembly of partners dated ________.

Place and date The liquidators"

3rd. GRANTING, BEFORE NOTARY, OF PUBLIC DEED OF DISSOLUTION

The certification of the minutes of the General Assembly in which the dissolution agreement and the appointment of liquidating partners are recorded must be submitted to a public deed, before a notary, notarizing in it the published announcements of the dissolution agreement.

Access here to model certificate of the dissolution agreement.doc.

4th. LIQUIDATION OF THE TAX ON ASSETS TRANSMISSIONS AND DOCUMENTED LEGAL ACTS

The dissolution of the cooperative is subject to the ITPAJD, modality corporate operations, although exempt from it, and can be settled: 

• 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:

1. Authorized copy and simple copy of the deed of dissolution.
2. Model 600 and annexes duly completed.

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

5th. REGISTRATION OF THE DEED OF DISSOLUTION IN THE REGISTRY OF COOPERATIVES

The authorized copy and the simple copy of the deed of dissolution must be submitted, for registration, in the Registry of Cooperatives.

Access here to application form.

The dissolution of the cooperative opens the liquidation period of the same, which will retain its legal personality while the liquidation is carried out, having to add to its name the expression "in liquidation", according to article 97 of the Law 4/1999, of March 30, on Cooperatives of the Community of Madrid (BOCM No. 87, of April 14). 

1st. APPROVAL, BY THE GENERAL ASSEMBLY, OF THE FINAL LIQUIDATION BALANCE

Once the liquidation operations are completed, the liquidators will submit a final balance, a complete report on said operations and a project for the allocation of the company's assets for the approval of the General Assembly.

These documents will always be informed by the auditors of the cooperative and, where appropriate, by the accounts auditor, according to article 100 of the Law 4/1999, of March 30, on Cooperatives of the Community of Madrid (BOCM No. 87, of April 14).

2nd. PUBLICATION OF THE FINAL BALANCE SHEET AND OF THE PROJECT FOR ALLOCATION OF SOCIAL ASSETS

Once the Assembly has been held, the final balance and the project for awarding the social credit must be:

• in the Official Gazette of the Community of Madrid (BOCM), and
• in one of the newspapers with the largest circulation in the Community of Madrid.

3rd. GRANTING, BEFORE NOTARY, OF PUBLIC DEED OF EXTINCTION

Once the liquidation is completed and the company's assets have been awarded, the liquidators will grant a public deed, before a notary, of the extinction of the cooperative, in which the certificate of the liquidation agreement adopted by the Assembly will be protocolized (access the model certificate of settlement agreement.doc) and the published announcements of the final balance and the distribution project.

Said deed will contain the statements provided for in article 102 of the Law 4/1999, of March 30, on Cooperatives of the Community of Madrid (BOCM No. 87, of April 14), and will incorporate:

• the final liquidation balance:
• the relationship of partners, collaborators and associates, stating their identity and the amount of the settlement fee that would have corresponded to each one;
• If there are non-distributable funds, their destination will be expressly stated, according to article 49 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).

4th. REGISTRATION OF THE DEED OF EXTINCTION IN THE REGISTRY OF COOPERATIVES

The public deed, original and simple copy, must be submitted, for registration, in the Registry of Cooperatives.

Access here to application form.

5th. CONSERVATION OF BOOKS AND SOCIAL DOCUMENTATION OF THE COOPERATIVE

The liquidators, in the deed of extinction, or in a separate document, may assume the obligation to keep, for six years, the documentation of the cooperative (books and company documentation). After this period, the documentation may be completely destroyed.

Extraordinarily, simultaneous dissolution and liquidation (approved in a single General Assembly) will be admitted if todas the following circumstances:

• That the simultaneous dissolution and liquidation agreement has been adopted in a Universal General Assembly of partners.
• That the agreement has been approved unanimously.
• That, at the time of approving the agreement, there are no social debts, without taking into account the expenses originated by the dissolution and liquidation process (notary, taxes, etc.).

In this case, all the procedures mentioned in the previous sections must be fulfilled, with the following caveats:

1st. PUBLICATION OF THE DISSOLUTION AGREEMENT, THE FINAL BALANCE SHEET AND THE PROJECT FOR ALLOCATION OF SOCIAL ASSETS

The dissolution agreement, the final balance sheet and the project for awarding the company assets must be published:

• in the Official Gazette of the Community of Madrid (BOCM) y;
• in two of the newspapers with the largest circulation in the Community of Madrid.

So the announcements to be published are reduced from five, in the general procedure, to three, in this one of simultaneous dissolution and liquidation.

The announcements must contain what is foreseen both for the dissolution and for the liquidation and extinction.

2rd. GRANTING, BEFORE NOTARY, OF PUBLIC DEED OF EXTINCTION

The liquidators will grant a public deed, before a notary, of the extinction of the cooperative, in which the certificate of the dissolution and liquidation agreement adopted by the Assembly will be notarized (access the model certificate of settlement agreement.doc) and the published announcements of the dissolution agreement, the final balance and the project for the allocation of the company assets.

Said deed will contain the statements provided for in article 102 of the Law 4/1999, of March 30, on Cooperatives of the Community of Madrid (BOCM No. 87, of April 14), not being necessary those mentioned in letter b) and in the first subparagraph of letter c), since they are implicit in the requirements for the validity of the dissolution and simultaneous liquidation.

A) THE EDUCATION AND PROMOTION RESERVE (regulated in article 64 of Law 4/1999)

Pursuant to article 101 of the Law 4/1999, of March 30, on Cooperatives of the Community of Madrid (BOCM No. 87, of April 14), once the final liquidation balance has been approved and the social debts have been satisfied, the amount corresponding to the cooperative education and promotion reserve will be made available to the entity provided for in the Statutes or to the entity agreed upon by the General Assembly, for the purposes provided for in article 64.1 (never to apply it to the general expenses of the entity).

If no particular entity is designated, it will be allocated to the union or cooperative federation to which it is associated and, failing that, it will be deposited in the General Treasury of the Community of Madrid for its application for the aforementioned purposes.

B) THE MANDATORY RESERVATION (regulated in article 62 of the 4 / 1999 Act of March 30)

Once article 136 of the Law 4/1999, of March 30, on Cooperatives of the Community of Madrid (BOCM No. 87, of April 14), this reserve will have the same treatment as the education and promotion reserve, by application of article 101.2.d) thereof. Law.

C) OTHER LEFTOVER ASSETS

Such as the voluntary reserve (regulated in article 63 of the 4 / 1999 Act of March 30) or others. Unless otherwise stated in the Statutes, they will have the same treatment as the education and promotion reserve, by application of article 101.2.d) of the same. Law.

The deposit in the General Treasury of the Community of Madrid will be made in a restricted account, for its application to the purposes of the cooperative education and promotion reserve. In this case, the corresponding bank account number must be requested from the Registry of Cooperatives and, once the payment has been made, a copy of the supporting document must be presented there.