Cooperatives are free associations of people, based on common needs and who, to satisfy them, have chosen to work together. The process as such to create a cooperative is not complicated, but it does involve a series of procedures. Read on to find out what you have to do.
Part 1 of 6: Make the considerations prior to the creation of the cooperative
Step 1. Confirm that there is a group of people with a manifest desire to associate under a cooperative or pre-cooperative
The minimum number of constituent members to create a cooperative is 20.
Step 2. Define the type of cooperative to be formed
- It is a specialized cooperative when it meets a specific need, dedicating itself to a specific economic, social or cultural activity.
- It is a multi-active cooperative when it meets various needs through various services but under the same legal entity.
- Integral cooperatives develop their corporate purpose by carrying out various activities that are complementary or that are connected to each other and that are related to the production, distribution, consumption and provision of the services it provides.
Step 3. Prepare for associate training
By law, the associates of a cooperative must take a basic course in solidarity economy, of at least 20 hours, in an institution or entity accredited by the Special Administrative Unit of Solidarity Organizations.
Step 4. Make a draft of the cooperative's bylaws
This document should at least outline the tentative statutes that will later be debated in the assembly with all the associates. It should at least include the following:
- Tentative name of the cooperative.
- Address of the organization.
- Type of cooperative: if it is specialized, multi-active or comprehensive.
- Purpose of the cooperative: what are the activities that the organization will carry out.
- The scope of the cooperative: if it is regional, national, or international.
Part 2 of 6: Hold the constitution assembly of the cooperative
Step 1. Summon the associates
Set a date, time, place and purpose of the meeting.
Step 2. Discuss and approve the bylaws
The topic of the bylaws will be developed in part 3.
Step 3. Elect the president and secretary of the assembly, the board of directors, the supervisory board, the auditor and the committees (if any)
In addition, the board of directors must choose a legal representative or manager.
Step 4. Prepare the Articles of Incorporation
The minutes must at least indicate the following information: place, date and time; number of participating associates, development of the work according to the Agenda, decisions adopted by the assembly, approval of the cooperative's statutes, appointment of the management and control bodies, appointment of the statutory auditor.
Part 3 of 6: Develop the bylaws of the cooperative
Step 1. Establish the data referring to the identification of the cooperative
- Identification, address and contact details of the founding associates who subscribe.
- The name that has been given to the entity, putting at the end the word cooperatives or cooperative.
- You must specify the type of non-profit organization that is being established, that is, a cooperative.
- The full address of the cooperative, specifying the municipality in which it is located.
- The object of the entity, specifying what are the activities that the cooperative is going to develop.
- Duration of the cooperative or if it is of indefinite duration.
Step 2. Define everything related to the actions of the cooperative associates
- Rights and duties of the associates.
- Define what will be the regime and responsibility of the cooperative and its associates.
- Regime of sanctions to the members of the cooperative, causes of these and the procedures to be followed.
- Determine the body in charge of the evaluation and procedure of admission, withdrawal and exclusion of members of the cooperative, as well as the establishment of these procedures.
- Procedures for the resolution of differences and conflicts between associates, or associates with the cooperative, caused by acts related to the cooperative.
Step 3. Define everything related to the establishment and management of finances in the cooperative
- Manifest the conformation of the patrimony, both variable and unlimited, the way in which the contributions will be made and the way in which their payment and return will be made.
- Establish what will be the minimum, non-reducible amount of contributions, for as long as the cooperative exists.
- Define the procedure by which the value of the contributions will be estimated, both in kind and in labor.
- Determine the reserves and social funds, their purpose and form of use.
- In an attached document, the legal representative must certify that the founding associates have paid at least 25% of the initial contributions.
- Establish how cooperative surpluses will be applied.
- Define the procedure for the liquidation of the cooperative, indicating what is pertinent about the handling of the remnants.
Step 4. Establish everything related to the structure and operation of the cooperative
- Determine the procedure by which the statutes will be amended.
- Way in which the administration of the cooperative will be carried out.
- Bodies in charge of the administration, the powers that it will have, as well as its powers and also its limitations.
- Constitution, procedures, functions and validity of the administrative bodies.
- Bodies in charge of monitoring the entity.
- Appointment of the board in charge of the supervision and appointment of the fiscal auditor.
- Conditions, forms of election and replacement of the members of the administrative bodies.
- What rules will govern the incorporation, merger, conversion, transformation, liquidation and dissolution.
- Determine the occurrence of ordinary meetings and the causes that warrant extraordinary meetings.
- Establish qualified majority criteria to discuss issues and make decisions at meetings.
- Determine the grounds for dissolution of the cooperative.
Step 5. Give legitimacy to the statutes
- Written acceptance of the statutes and appointments by the elected members.
- Compulsory cooperative education certification.
- Application for registration containing the data of the entity and the names and identification of the legal representative and the tax auditor.
- Letter of compliance with the rules in the process of formation of the entity.
- Registration tax payment receipt.
Part 4 of 6: Register the cooperative with the Chamber of Commerce
Step 1. Prepare the necessary documents
The articles of incorporation, contributions and acceptance of positions signed by the president and secretary of the assembly and the members of the cooperative, a copy of the statutes signed by the members of the cooperative.
Step 2. Fill out the corresponding forms
These are the single business form of the Chamber of Commerce corresponding to the cooperative's locality, the additional registration form with other entities and the pre-RUT form.
Part 5 of 6: Complete legal procedures before the superintendency
Step 1. Compile the necessary documents
- Petition signed by the legal representative and president of the oversight board in the paperwork format of the respective Superintendency.
- Original of the articles of incorporation and statutes, signed by the president and the secretary of the assembly.
- Certification of the cooperative education course.
- Certification of the payment of 25% of the initial contributions by all the founding associates.
- Disciplinary background certificate from the tax auditor.
- Certificate of existence and legal representation issued by the corresponding Chamber of Commerce.
- Certification of the legal representative confirming that the tax auditor is not an associate.
Step 2. Scan all these documents
They must be converted to TIFF format. Store the files on a CD.
Step 3. File the paperwork format and the CD with the documents
They must be located in the offices of the Superintendency of the Solidarity Economy of the locality corresponding to the cooperative.
Depending on the purpose of the cooperative, they must also be registered with the other corresponding superintendencies
Part 6 of 6: Complete procedures with DIAN
Step 1. Remember that the articles of incorporation and the bylaws must be elevated to a public deed
Step 2. Apply to DIAN for the single tax registration
This request must be made by the legal representative.
Step 3. Request billing authorization
It must also be done by the legal representative.