Creating a SCOP or a cooperative in France: status, governance and 2026 taxation

Quick answer. A SCOP (worker cooperative) is a commercial company (SARL, SAS or SA) in which employees hold at least 51% of the capital and at least 65% of the voting rights, governed by Law no. 78-763 of 19 July 1978. Profit is split between a labour share (at least 25%), non-distributable reserves (at least 16%) and a capped capital share. The labour share is tax-deductible, and the SCOP benefits, under conditions, from an exemption from the local business property tax (CFE, article 1456 of the General Tax Code).

Cooperatives are drawing renewed interest: employee buy-outs, socially useful projects, shared governance. But behind the word "cooperative" lie distinct forms, strict profit-allocation rules and specific taxation. Before getting started, you must understand what distinguishes a SCOP from an ordinary company, what cooperative governance entails and which tax advantages the form provides.

At Hayot Expertise, we support directors in choosing their structure, from company formation to socially useful set-ups. This guide explains how a SCOP and a SCIC work, their taxation, and the cases where the form is genuinely relevant. If you are still hesitating over your structure, also compare the trade-off between the micro-enterprise and a company.

The SCOP is a worker cooperative governed by Law no. 78-763 of 19 July 1978 and, more broadly, by Law no. 47-1775 of 10 September 1947 on the cooperative status. It takes the form of a SARL, a SAS or a SA, but differs through a founding principle: employees are the majority partners.

• Employee-partners hold at least 51% of the capital and at least 65% of the voting rights.
• The cooperative principle "one person, one vote" applies in the general meeting, regardless of capital held.
• The director is elected by the employee-partners.

The SCIC (collective-interest cooperative), created by Law no. 2001-624 of 17 July 2001 and strengthened by Law no. 2014-856 of 31 July 2014 on the social and solidarity economy, goes further: it is multi-stakeholder, bringing together various categories (employees, beneficiaries, public authorities, partners) around a socially useful project. The majority of its profits is allocated to non-distributable reserves.

Both forms belong to the social and solidarity economy, whose 2014 law sets the principles: democratic governance, limited profit distribution and social usefulness. For high-impact projects, the ESUS solidarity-enterprise accreditation or the mission-led company status can complete the approach.

Profit allocation follows rules specific to cooperatives, designed to favour labour and the company's durability over the remuneration of capital.

Non-distributable reserves are the hallmark of the model: they strengthen equity and can never be distributed, even on sale or liquidation. They ensure the working tool is passed on to the next generations rather than captured by the current partners. The "one person, one vote" governance and this lock on reserves explain why the SCOP does not lend itself to a purely wealth-building logic.

The SCOP is subject to corporate income tax, but benefits from adjustments tied to the place it reserves for employees.

In practice, a SCOP that distributes a substantial labour share to its employees and supplements it with an investment provision can significantly reduce its corporate income tax, provided it complies with the allocation and capital-holding rules. The investment provision, tied to the amounts allocated to profit-sharing, must be used for investments within the period set by law, failing which it is added back to taxable profit. The CFE exemption of article 1456 is, however, set aside where more than 50% of the capital is held by non-cooperative partners (other than where a majority is held by another SCOP). This mechanism deserves precise costing: that is the role of dedicated accounting support.

1. Define the project and the collective: identify the founding employee-partners and the starting capital.
2. Choose the form: SARL, SAS or SA, depending on size and desired governance.
3. Draft cooperative bylaws: include the "one person, one vote" rule, the three-way profit split and the lock on reserves.
4. Build the capital: employee-partners must reach the 51% capital and 65% voting-rights thresholds.
5. Register the company at the one-stop shop, then apply for entry on the list of SCOPs with the cooperative movement's confederation.
6. Set up the tools: a profit-sharing agreement and accounting adapted to the three-way allocation.

For an employee buy-out, these steps dovetail with the purchase of the existing business. The choice of form and the drafting of bylaws are best secured with legal advice.

• Converting an ordinary company into a SCOP: possible, notably on an employee buy-out or a director's departure. It requires reorganising capital holding to reach the cooperative thresholds.
• SCIC: relevant for a project bringing together several categories of stakeholders around a social purpose (public authorities, beneficiaries, employees).
• Cooperative and other forms of employee involvement: the cooperative approach combines with other employee-association schemes, such as employee profit-sharing and incentive plans.

• Reserves are non-distributable: you do not create a SCOP to build sellable wealth.
• Holding thresholds must be maintained over time (51% of capital, 65% of voting rights).
• The CFE exemption is conditional: majority holding by non-cooperators removes it.
• The three-way split is regulated: a labour share of at least 25%, reserves of at least 16%, a capped capital share.
• Democratic governance requires a collective culture, not just a legal set-up.

Recently, the employees of an industrial SME whose director was retiring asked us to study a buy-out as a SCOP. Their fear: losing agility and diluting responsibilities. We first costed the tax impact of the three-way split, showing that the deductible labour share and the investment provision eased corporate income tax while funding the machinery.

We then framed the governance: the "one person, one vote" rule does not dilute management, which remains elected and operational, but it changes the way investment and remuneration decisions are made. The buy-out was carried out as a SCOP in SARL form, with a profit-sharing agreement and non-distributable reserves that reassured the bank about the strength of the equity. The lesson: the SCOP is not just an ideological choice; it is a coherent tax and financial set-up when the project is carried by a durable collective.

Hayot Expertise advice. Before creating a SCOP, have three scenarios costed: profit allocation, impact on corporate income tax and the equity trajectory. Check eligibility for the CFE exemption and the consistency of the cooperative bylaws with your actual governance. Our firm supports you from the choice of form to the profit-sharing agreement, alongside legal advice.