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Chartered Accountant for Cooperatives and SCOPs
Chartered accountant for SCOPs, SCICs and ESS cooperatives: governance, three-way profit allocation, non-distributable reserves, cooperative review and taxation.
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A cooperative is not just an ordinary commercial company wrapped in a "social" flag. It is a legal, accounting and tax model with its own rules: power is exercised per person rather than per share of capital, profit is split into three parts, one of which stays in the company for good, and shares cannot be sold at a capital gain. For a manager or a group of employees creating, taking over or running a SCOP, a SCIC or a cooperative within the social and solidarity economy, these features change everything: how the accounts are funded, how profit-sharing is calculated, how the interest on shares is set, how the cooperative review is prepared and how the tax regime is secured.
Our firm supports these structures with bookkeeping and account review, taxation, payroll and allocation decisions. The goal is not simply to produce a balance sheet: it is to translate a collective project faithfully into accounts that hold up to scrutiny, review and time.
Quick answer: what truly sets a SCOP's accounting apart#
A SCOP (worker and participatory cooperative) splits its profit into three parts: the labour share for employees (often through profit-sharing), the capital share paid as capped interest on shares, and the allocation to non-distributable reserves, which are never distributed and never reclaimed by a departing member. Voting follows the "one member, one vote" principle, and employee members hold at least 51% of the capital and 65% of the voting rights.
A governance model that changes how the accounts are read#
One member, one vote#
In an ordinary SARL or SAS, a member's weight follows their capital. In a cooperative the principle is reversed: "one member, one vote", whatever the number of shares held. This principle, set out in the cooperation statute (Law no. 47-1775 of 10 September 1947) and specified for SCOPs by Law no. 78-763 of 19 July 1978, has a concrete effect on management. Capital is not a control instrument: it finances, but it does not command. The manager must therefore think in terms of sharing value among people (the employee members) rather than returns for shareholders.
Employee majority in a SCOP#
In a SCOP, employee members hold the majority of the capital (at least 51%) and most of the voting rights (at least 65%). This rule shapes the strategy for members joining and leaving, the organisation of capital increases and internal financial communication. It is also a point the cooperative review checks regularly.
How is a SCOP's profit allocated?#
This is the heart of the accounting and tax specificity. A SCOP's profit does not simply fall into dividends: it is allocated into three parts, sometimes called the labour share, the capital share and the enterprise share. Cooperative vocabulary also speaks of a cooperative rebate or cooperative dividend for the part going to labour.
The labour share#
It goes to employees, most often through profit-sharing. It recognises that value is primarily produced by work. Its calculation and accounting treatment must be consistent with the profit-sharing agreement and, where relevant, with the investment provision.
The capital share#
This is the interest paid on shares. That interest is capped: there is no unlimited distribution of profit to capital providers. This is a major difference from the logic of an ordinary dividend.
Non-distributable reserves#
The cooperative must allocate non-distributable reserves. "Non-distributable" means they are never distributed, neither to members during the company's life nor when a member leaves the cooperative. They form a collective asset that secures the company's continuity and belongs to the project, not to individuals.
The underestimated risk#
In start-up files, the most common mistake is to reason "as in an ordinary company": expecting a capital gain on exit or a generous distribution of profit. Cooperative logic is different. Anticipating this point in the articles of association and in the explanations given to members avoids later disappointment and conflict. It is the main source of tension we see when new members join: an expectation of yield or capital gain that has no place in the cooperative model. It is a topic to frame with the firm's legal advisory service.
Can you sell SCOP shares at a capital gain?#
A cooperative's shares are reimbursed at their nominal value when a member leaves. In principle there is therefore no capital gain on sale, as there would be in an ordinary company. Shares are not tradable on a market, and the capital is variable: it adjusts as members join and leave. This mechanism calls for rigorous accounting of the capital, member accounts and reimbursements, and clear information for members about what they can (and cannot) expect from their shares.
What tax advantages does cooperative status open up?#
Cooperative status opens specific tax advantages, subject to conditions. The labour share may be deductible, and SCOPs can, under conditions, set up an investment provision linked to profit-sharing. Exemptions are also possible depending on the situation, for example regarding the local economic contribution (CET) or the CFE. These levers do not trigger themselves: they require compliant accounts, valid agreements and properly documented entries, alongside our business taxation service.
Our view#
The cooperative tax regime is advantageous, but it is conditional and reviewable. It is better to secure compliance (articles of association, profit-sharing agreements, profit allocation, up-to-date review) than to chase a poorly supported tax gain. An undocumented advantage is a fragile one in the event of a tax audit.
Does the cooperative review replace the statutory audit?#
Cooperatives are subject to a mandatory periodic cooperative review, carried out by an approved reviewer. This external control is specific to the cooperative world and checks compliance with cooperative principles and rules (governance, allocation, operation). It is distinct from statutory audit: the cooperative review, carried out by an approved reviewer, does not replace the statutory audit, which is performed by a statutory auditor registered with the CNCC, and vice versa. A SCOP may be subject to both on different grounds. The firm, whose partner is a statutory auditor registered with the CNCC, helps coordinate the two exercises and prepare the documents, alongside our statutory audit and account auditor service.
Membership of the social and solidarity economy#
Cooperatives belong to the social and solidarity economy (ESS), whose framework was set by Law no. 2014-856 of 31 July 2014. A cooperative remains, however, a cooperative company in commercial form (SA, SARL or SAS), not a non-profit association: this is a point to keep in mind so as not to confuse the two accounting logics. Beyond SCOPs, this status takes the form of SCICs (collective interest cooperatives) and CAEs (business and employment cooperatives), and it provides the framework for employee buyout schemes. This membership gives access to dedicated schemes and funding, as well as the support of cooperative networks such as the URSCOP, but it also implies respecting principles (democratic governance, capped profit-seeking, collective usefulness) that the accounts and articles must reflect. Structures that combine a cooperative and an associative logic will find complementary guidance on our pages dedicated to the accountant for associations and to associations and foundations.
Key indicators to track in a cooperative#
| Indicator | What it measures | Why track it |
|---|---|---|
| Labour / capital / reserves split | Allocation of the year's profit | Core of cooperative compliance and taxation |
| Capital held by employees | Compliance with the 51% threshold in a SCOP | Status condition, checked in the review |
| Employee voting rights | Compliance with the 65% threshold in a SCOP | Cooperative status condition |
| Allocation to non-distributable reserves | Effort to consolidate the collective | Continuity and self-financing capacity |
| Interest on shares (capital share) | Capped remuneration of capital | Must stay within the planned limits |
| Investment provision | Tax advantage linked to profit-sharing | To be documented to secure the regime |
Representative case (illustrative): an SME employee buyout through a SCOP#
A manager nearing retirement, running a services SME (env. 20 employees), is considering selling. With no satisfactory outside buyer, the team proposes an employee buyout as a SCOP. In this type of file, three points come up systematically.
First, education: employees must understand that they become members with "one vote" each, that their shares will be reimbursed at nominal value and not resold at a gain, and that part of the profit will feed non-distributable reserves.
Next, the structure: variable capital, the schedule for employee members joining, coordination with the financing of the takeover, and clean accounting for each step.
Finally, tax security and compliance: profit allocation, profit-sharing agreement, investment provision where relevant, and preparation of the first cooperative review. Well prepared, this scheme keeps alive a company that could have disappeared for lack of a buyer.
In practice: what the firm does for a cooperative#
- Bookkeeping and account review adapted to the three-way allocation plan and to variable capital.
- Calculation and entries for the labour share, interest on shares and allocations to non-distributable reserves.
- Securing the tax regime (deductibility of the labour share, investment provision) with supporting documentation.
- Payroll and labour matters for the employee-member team, alongside our payroll and HR service.
- Preparation of cooperative review documents and coordination with statutory audit where relevant.
- Support with creation or transfer, alongside our company formation service.
2026 points to watch#
- Check that the 51% capital and 65% voting thresholds held by employee members are maintained at each membership change.
- Document the profit allocation precisely: it is the first thing examined during the review.
- Do not promise members a capital gain on sale: shares are reimbursed at nominal value.
- Keep the cooperative review up to date: it does not replace statutory audit.
This content is informational about the specifics of cooperatives; a decision specific to your situation requires reviewing your articles, agreements and current law.
Updated 19 June 2026. Informative content reviewed by a chartered accountant registered with the Île-de-France Chartered Accountants Board and a statutory auditor registered with the CNCC. A decision specific to your cooperative requires a review of your articles, agreements and the regulations in force.
Let us discuss your cooperative project#
Creation, employee buyout, conversion to a SCIC, securing the allocation or preparing the review: let us talk. The firm helps you translate your collective project into solid accounts and compliant status.
Sector Ecosystem
Cooperatives form a family of companies governed by shared principles: democratic "one member, one vote" governance, capped profit-seeking and non-distributable reserves. They belong to the social and solidarity economy (Law no. 2014-856 of 31 July 2014) and rest on the cooperation statute (Law no. 47-1775 of 10 September 1947), supplemented for SCOPs by Law no. 78-763 of 19 July 1978. Beyond SCOPs, this model takes the form of SCICs, business and employment cooperatives and employee buyout schemes.
51%
Minimum capital held by employees in a SCOP
65%
Minimum voting rights held by employees in a SCOP
one member, one vote
Governance principle
at nominal value
Cooperative shares reimbursed
cannot be distributed or reclaimed
Non-distributable reserves
mandatory periodic control
Cooperative review
SCOP as a public limited company (SA)SCOP as a SARL or SASSCIC, collective interest cooperativeCAE, business and employment cooperativeEmployee buyout of a company through a SCOP
Practical framework
Succeeding in a SCOP creation or transfer
01
1. Check the project fits the cooperative model
Make sure the group embraces cooperative principles: "one member, one vote" governance, three-way profit allocation and non-distributable reserves. This educational step avoids most later disappointment, in particular the expectation of a capital gain on sale that does not exist under this status.
02
2. Structure the capital and thresholds
Define the variable capital, organise the entry of employee members and secure the thresholds of 51% of capital and 65% of votes held by employees in a SCOP. Anticipate membership movements and the reimbursement of shares at nominal value.
03
3. Frame the profit allocation
Build the split between the labour share, the capital share (capped interest on shares) and the allocation to non-distributable reserves, consistent with the profit-sharing agreement and, where relevant, the investment provision.
04
4. Secure the tax and social regime
Document the deductibility of the labour share, the investment provision and any exemptions. Set up payroll for the employee-member team and keep the supporting documents needed in the event of an audit.
05
5. Prepare the cooperative review
Organise the first cooperative review and, where relevant, coordinate it with the statutory audit. Prepare the documents relating to governance, allocation and compliance with cooperative principles.
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Samuel Hayot is a French chartered accountant and statutory auditor registered with the Paris professional bodies.
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FAQ
Frequently Asked Questions
What is the difference between a SCOP and an ordinary company in accounting terms?
The main difference is the three-way allocation of profit: the labour share for employees, the capital share (capped interest on shares) and the allocation to non-distributable reserves, which cannot be distributed. Added to this are the "one member, one vote" principle, variable capital and shares reimbursed at nominal value, with no capital gain on sale.
What are a cooperative's non-distributable reserves?
They are reserves the cooperative must allocate and that are never distributed: neither to members during the company's life nor to a member leaving the cooperative. They form a collective asset that secures the company's continuity and belongs to the project rather than to individuals.
Does the cooperative review replace the statutory audit?
No. The cooperative review is a periodic external control specific to cooperatives, carried out by an approved reviewer, checking compliance with cooperative principles. The statutory audit is the legal audit of the accounts. A cooperative may be subject to both: they do not replace one another.
In a SCOP, must employees hold the majority?
Yes. In a SCOP, employee members hold at least 51% of the capital and at least 65% of the voting rights. Compliance with these thresholds is a condition of the status and is among the points checked during the cooperative review.
Can you make a capital gain by reselling SCOP shares?
In principle, no. A cooperative's shares are reimbursed at nominal value when a member leaves and are not tradable. This logic differs from selling shares in an ordinary company and must be explained to members from the outset.
What tax advantages can cooperative status open up?
Cooperative status opens specific advantages, subject to conditions: deductibility of the labour share, the possibility of setting up an investment provision linked to profit-sharing, and certain exemptions depending on the situation. These levers require compliant accounts and valid, properly documented agreements.
What is the difference between a SCOP, a SCIC and a CAE?
A SCOP (worker and participatory cooperative) is held mainly by its employee members. A SCIC (collective interest cooperative) brings together several categories of stakeholders around a project of collective usefulness. A CAE (business and employment cooperative) hosts salaried entrepreneurs. All belong to the social and solidarity economy and share cooperative principles: "one member, one vote" governance and non-distributable reserves.
Is the cooperative review carried out by a statutory auditor?
No. The cooperative review is conducted by an approved reviewer, distinct from the statutory auditor. The statutory audit is the legal audit of the accounts, performed by a statutory auditor registered with the CNCC. A SCOP may be subject to both on different grounds: they do not replace one another.
Article written by Samuel Hayot
Chartered Accountant, registered with the Institute of Chartered Accountants.
Regulated French firmUpdated 19 June 20261 sources cited
Regulated French accounting and audit firm based in Paris 8, built to support companies across France with a digital and decision-oriented approach.
Sources
Official and operational sources cited for this page.