co-operative society non-distributable capital surplus€¦ · evidence paper co-operative society...

13
Evidence paper Co-operative society non-distributable capital surplus November 2019 Members contribute equitably to, and democratically control, the capital of their co-operative. At least part of that capital is usually the common property of the co-operative.” Principle Three of the Statement on the Co-operative Identity 1 Introduction 1.1 This paper offers an evidence-based assessment of the positive impacts for co-operatives, the wider economy and the public at large, of bringing forward primary legislation to give co-operative societies the option of adopting a statutory ‘non-distributable capital surplus’ provision in their rules. 1.2 This paper is structured as follows: Part 2 summarises the legislative proposal Part 3 evidences how the legislation would protect co-operative purpose Part 4 evidences how the legislation would meet the needs of co-operative founders Part 5 evidences how the legislation would meet the needs of existing co-operative societies Part 6 evidences how the legislation would create the optimal conditions for asset accumulation and investment in co-operative societies Part 7 evidences how the legislation would boost the resilience of co-operative societies Part 8 evidences how the legislation would enable innovation in the social economy Part 9 evidences how the legislation would provide a simpler and cheaper option for employee ownership conversions Part 10 evidences how the legislation would align UK law for best practice from around the world 2 Summary of proposal 2.1 The Co-operative and Community Benefit Societies Act should be amended to include an optional provision for ‘statutory non-distributable capital surplus’. When applied by a co- operative society, this provision should prevent the distribution of capital surplus among members upon solvent dissolution. 2.2 By capital surplus is meant equity minus members’ shareholdings and share interest. 2.3 The provision should state that upon solvent dissolution, members would be free to transfer their capital surplus to another co-operative society with statutory non-distributable capital

Upload: others

Post on 07-Jul-2020

3 views

Category:

Documents


0 download

TRANSCRIPT

Page 1: Co-operative society non-distributable capital surplus€¦ · Evidence paper Co-operative society non-distributable capital surplus November 2019 “Members contribute equitably

Evidence paper

Co-operative society non-distributable capital surplus

November 2019

“Members contribute equitably to, and democratically control, the capital of their co-operative. At least part of that capital is usually the common property of the co-operative.” Principle Three of the Statement on the Co-operative Identity

1 Introduction

1.1 This paper offers an evidence-based assessment of the positive impacts for co-operatives,

the wider economy and the public at large, of bringing forward primary legislation to give

co-operative societies the option of adopting a statutory ‘non-distributable capital surplus’

provision in their rules.

1.2 This paper is structured as follows:

Part 2 summarises the legislative proposal

Part 3 evidences how the legislation would protect co-operative purpose

Part 4 evidences how the legislation would meet the needs of co-operative founders

Part 5 evidences how the legislation would meet the needs of existing co-operative

societies

Part 6 evidences how the legislation would create the optimal conditions for asset

accumulation and investment in co-operative societies

Part 7 evidences how the legislation would boost the resilience of co-operative

societies

Part 8 evidences how the legislation would enable innovation in the social economy

Part 9 evidences how the legislation would provide a simpler and cheaper option for

employee ownership conversions

Part 10 evidences how the legislation would align UK law for best practice from

around the world

2 Summary of proposal

2.1 The Co-operative and Community Benefit Societies Act should be amended to include an

optional provision for ‘statutory non-distributable capital surplus’. When applied by a co-

operative society, this provision should prevent the distribution of capital surplus among

members upon solvent dissolution.

2.2 By capital surplus is meant equity minus members’ shareholdings and share interest.

2.3 The provision should state that upon solvent dissolution, members would be free to transfer

their capital surplus to another co-operative society with statutory non-distributable capital

Page 2: Co-operative society non-distributable capital surplus€¦ · Evidence paper Co-operative society non-distributable capital surplus November 2019 “Members contribute equitably

2

surplus, or any other body with a statutory ‘asset lock’ (for example, a community benefit

society, a community interest company or a registered charity).

2.4 While it must be optional for co-operative societies to adopt this provision, the law should

state that once applied it cannot be disapplied.

2.5 Co-operative societies should have the option of applying this provision upon registration or

anytime afterwards by way of a special resolution at a general meeting.

2.6 To be effective, the provision would also prevent the transfer non-distributable capital

surplus as part of a conversion, amalgamation or transfer or engagements to another body,

unless that body is a co-operative society with statutory non-distributable capital surplus or

any other body with a statutory asset lock.

3 Protecting co-operative purpose

3.1 The effect of this legislation would be to provide founders, members, investors, partners,

customers, communities and policy makers with a legal guarantee that capital surplus will

remain committed to co-operative purposes. The build-up and maintenance of this ‘common

capital’, committed to co-operative purposes, is core to the conception of the co-operative

model as recognised internationally and in UK policy.1

3.2 By law, co-operative societies are purpose-driven businesses, with this purposefulness

being a fundamental condition for registration with the FCA Mutuals Team (the corporate

registrar for co-operative societies).2 Co-operative societies are purposeful corporate

entities to the same extent as community benefit societies and community interest

companies (often conceived collectively as ‘regulated social enterprise’). The difference is

that the primary purpose of co-operative societies must be to meet the common needs and

aspirations of its members, rather than necessarily being social. In reality the mutual

purpose of most co-operative societies is also strongly social.

3.3 Community benefit societies and community interest companies are provided with statutory

‘asset locks’ to ensure assets are committed to social purposes. The most important feature

of these asset locks is that they prevent those who own and control the entity from

acquiring capital surplus, as this ensures that ultimately the entity does not exist to generate

return on investment and capital gain for members.

3.4 The rationale is just as strong for giving co-operative societies the option of the same

guarantee in relation to capital surplus and co-operative purpose. As we set out in more

detail below, such guarantees have proven instrumental in encouraging endeavour,

participation, support and allocation of capital that generate significant social value.

4 Meeting the needs of co-operative founders

4.1 This legislation would stop founders of new co-operatives being forced to make suboptimal

choices of legal form in order to incorporate with a statutory lock on non-distributable capital

surplus.

4.2 At present founders who conclude they need such a lock must incorporate as a community

Page 3: Co-operative society non-distributable capital surplus€¦ · Evidence paper Co-operative society non-distributable capital surplus November 2019 “Members contribute equitably

3

benefit society or a community interest company, even when a co-operative society would

otherwise be more optimal for their corporate purpose, business model and planned modus

operandi. In 2018 Co-operatives UK consulted its members on this issue and we heard

from a number of co-operative development practitioners who told us that in their

professional experience, the lack of a statutory ‘asset lock’ for co-operative societies had

forced suboptimal choices of legal form onto a significant number of their clients.3

4.3 In recent years the imperative to have an ‘asset lock’ has become ever more pronounced

for founders of co-operative and community businesses. This is because the combination of

a clear corporate purpose, new approaches to mission-aligned investment (such as

Community Shares) and an ‘asset lock’ with statutory force, has proven extremely

successful in mobilising social and economic capital, and bringing together social

entrepreneurs, mission-aligned investors and stakeholder communities. This combination

and the increasingly refined best practice relating to it,4 has come to underpin the

Community Shares market and the dramatic expansion of community-owned assets and

enterprise.

4.4 This development has dramatically disrupted historical patterns of founder behaviour in the

co-operative sector. Until around 2013-14 the number of new co-operative societies and

new community benefit societies tracked one another quite closely. The choices founders

made were mainly based on where they put themselves on the spectrum between member

benefit and community benefit and the degree to which they thought co-operative practices

such as paying a participation-based dividend 5 would be important.

4.5 It is also important to note that from 1999 and into the 2000s, a significant proportion of new

community benefit societies registered each year were housing associations, created in the

transfer of housing from local authorities.6 Co-operative options were only ever considered

in a handful of cases.

4.6 However since 2013-14 the numbers of new community benefit societies and new co-

operative societies has diverged markedly, with far more of the former being registered year

on year than the latter (see graph below).7

Page 4: Co-operative society non-distributable capital surplus€¦ · Evidence paper Co-operative society non-distributable capital surplus November 2019 “Members contribute equitably

4

4.7 There are many founders who would ideally like to combine a clear co-operative purpose

and modus operandi with mission-aligned investment and a statutory lock on non-

distributable capital surplus.8 The data above shows that at present most of these founders

compromise on purpose and modus operandi, forgoing a potentially more effective focus on

member benefit and co-operative practice to rework their plans to meet the ‘community

benefit test’ instead. But Co-operatives UK is also working with a small minority of founders

who, while they would very much value an ‘asset lock’, have decided their co-operative

aspirations cannot be facilitated by a community benefit society. These founders must settle

for a rules-based ‘asset lock’ instead, which they know provides much less of a guarantee

that the co-operative they are trying to build will not one day demutualise or otherwise be

broken up for private gain.9

5 Meeting the needs of existing co-operative societies

5.1 This legislation would give thousands of existing co-operative societies the option of

applying statutory status and permanence to rules they already have that stipulate non-

distributable capital surplus. This includes all the UK’s consumer co-operatives, which

together have £9 billion in fixed assets 10 and account for 35 percent of all the turnover in

the co-operative economy.11 While these rules-based provisions are very common, they are

easily amendable and provide no guarantee that a co-operative society’s ‘common capital’

will remain committed to furthering co-operative purposes.

5.2 The widespread adoption of rules stipulating non-distributable capital surplus by

co-operative societies is itself evidence of demand for this measure. But our 2018

members’ consultation provides further clear evidence as well (see below).

Page 5: Co-operative society non-distributable capital surplus€¦ · Evidence paper Co-operative society non-distributable capital surplus November 2019 “Members contribute equitably

5

5.3 Notably, respondents in support of this legislation included consumer, housing, worker,

finance and community co-operatives, as well as co-operative development practitioners.12

5.4 The problem with rules-based provisions is that they can always be undone. Through

consultation with members and the registrar of co-operative societies, we have become

aware of cases where the members of long-established and asset-rich co-operative

societies chose to change their rules in order to distribute those assets between them,

going against the clear intention of previous generations of members who built up those

assets on the understanding that they were to be held in common.

5.5 Giving statutory status and enforcement to these existing rules-based arrangements would

make such actions impossible. This in turn would provide valuable certainty to members,

investors, customers, communities, partners and policy makers that co-operative capital

surplus will not one day be distributed for private gain.

6 Creating the optimal conditions for asset accumulation and investment

6.1 Statutory non-distributable capital surplus will create the optimal conditions for asset

accumulation and patient, mission-aligned investment in co-operative societies, by

members and external ‘investor members’. It will do this by removing any possibility for

investors to make speculative capital gains, including through demutualisation. This would

help ensure people investing in the co-operative have the right motivations for doing so. It

would also remove perverse incentives to demutualise successful co-operatives that have

built up valuable assets. Without this reform, the current potential for co-operative

investment, innovation and growth could be undermined.

The potential for investment and innovation in co-operative societies

6.2 The statutory asset lock used by community benefit societies has been a crucial

underpinning of the very successful Community Shares financing model, for the reasons set

out in 6.1.13 14

Do you support changing the law to give co-operative societies the option of adopting a statutory asset lock?

Yes No

Page 6: Co-operative society non-distributable capital surplus€¦ · Evidence paper Co-operative society non-distributable capital surplus November 2019 “Members contribute equitably

6

6.3 International research suggests that significant co-operative growth requires equity

investment from external sources, as well as from members, and that statutory non-

distributable capital surplus helps ensure this can be done in a way that protects the co-

operative. 15

6.4 A number of economic factors are increasing the potential for co-operative societies to start

raising equity from members and external investors in more significant amounts. But

without the optimal legal conditions being in place, this potential is unlikely to be fully

realised.

6.5 Firstly, there is growing interest among social entrepreneurs, impact investors, tech

professionals, and civil society organisations in developing co-operative platform

businesses that can introduce more responsibility and fairness to industries currently being

disrupted by platform technology.16 Co-operatives UK’s Development Unit has already

worked with new platform co-operatives starting up in the taxi, music streaming, food

distribution and social care industries.17 What all platform co-operatives have in common is

the need for significant amounts of patient, mission-aligned start-up and growth capital. The

established path for new digital businesses (angle investment, venture capital, IPO) is not

compatible with co-operative purpose, ownership and control. Experts believe adapting the

Community Shares model for use in co-operative societies, raising equity from user-

members and external but still mission-aligned investors, could be part of a viable

alternative.18

6.6 A new social care platform co-operative, Equal Care, has successfully raised more than

£300k in new venture equity via this route.19 However, Equal Care told us it would rather

have done this with statutory non-distributable capital surplus, but felt it had no option but to

proceed anyway.20 Others may be deterred altogether. The evolution of Community Shares

teaches us that these innovative financing models only take off when the right legal,

Page 7: Co-operative society non-distributable capital surplus€¦ · Evidence paper Co-operative society non-distributable capital surplus November 2019 “Members contribute equitably

7

regulatory, institutional and practical systems are in place.

6.7 Meanwhile, the UK’s larger and established co-operative societies are exploring options for

raising more equity from their members and in some cases from external investors. Some

want to reduce their levels of debt, while others are eager to invest in low and zero-carbon

assets and equipment. All are keen to reinvigorate the ways in which their large and

growing memberships participate. Some also see opportunities in the rapid rise in

importance of ‘ESG’ (environmental, social and governance) impacts in wholesale capital

markets.21

6.8 Eight leading consumer co-operatives took part in Co-operatives UK’s Members’ Money

project, which concluded in 2018 with the creation of a new equity model specifically

designed to meet the needs of large co-operative societies, called ‘fixed term withdrawable

shares’.22 Since then East of England Co-op has gone on to start raising equity using this

model.23 We know that others, including the Co-op Group, are continuing to explore their

options in more detail. The existing options may be not quite right for some of these co-

operatives. The limitations of fixed term withdrawable shares and the risks involved in

raising large amounts of external equity without statutory locks on capital surplus, are both

causes of hesitancy.

6.9 Applying the lessons of what has worked in the UK with Community Shares and elsewhere

in the world with external investor equity, we conclude that this potential for co-operative

investment and innovation will be hampered by the lack of appropriate legal tools, including

the lack of statutory non-distributable capital surplus.

Housing co-operatives

6.10 At present the housing co-operative sector is mainly divided between co-operative societies

that are registered social landlords, which are in effect ‘asset locked’ as part of their

registration, and ‘non-registered’ providers that must rely on their rules-based asset locks.

6.11 The existence of valuable and appreciable assets in non-registered housing co-operative

societies is a longstanding and well-understood risk to their sustainability. The strong co-

operative culture within this subsector has been the main bulwark against demutualisation.

Today more co-operative and community-led housing is being developed outside the

registered social housing sector. This includes the Mutual Home Ownership Society model

pioneered by Lilac Housing Co-operative in Leeds, which groups around the country are

currently working to replicate.24 And there is growing interest in co-operative housing as an

affordable, empowering model for private renting, including in student housing.25 All these

models currently rely on rules-based non-distributable capital surplus provisions. There

would be significant benefits in having a statutory option, as this would provide a firmer

foundation for these models to expand more rapidly and more broadly, while protecting

mutual and social purpose over the long-term.

7 Boosting resilience

7.1 This legislation will boost the already impressive resilience of individual co-operatives and

the wider co-operative ecosystem.

Page 8: Co-operative society non-distributable capital surplus€¦ · Evidence paper Co-operative society non-distributable capital surplus November 2019 “Members contribute equitably

8

7.2 There is robust evidence from official UK datasets, backed up by similar findings elsewhere

in the world, showing that new co-operatives tend to be more resilient than new non-co-

operative businesses. 26 This can be explained by their purpose and ownership structure

dictating long termism, their function in self-meeting demand and, where worker co-

operatives are concerned, the links between democratic control, culture and performance.

7.3 Yet academic research comparing the long-term survival of co-operatives and non-co-

operative businesses, finds that higher survival statistics for the co-operatives in the study

are in part a result of the fact that they have fully non-distributable assets. This “enabled

them to avoid perverse incentives” that too often motivate members to demutualise an

otherwise successful co-operative.27

8 Innovation in the social economy

8.1 This legislation will make the co-operative society legal form a more widely-applicable

option in the UK’s social economy, creating the potential for more innovative and

commercial social businesses.

8.2 As the data presented in part 4 clearly shows, it is increasingly rare for the co-operative

society legal form to be adopted by founders in the social economy. The lack of statutory

non-distributable capital surplus is a key reason for this.

8.3 The combination of a statutory asset lock, a clear corporate purpose and mission-aligned

investment, is now firmly embedded as ‘what works’. An asset lock has also become all but

essential when Community Rights under the Localism Act are used to bring assets into

community ownership in England.28 Meanwhile the Scottish Community Empowerment

legislation only supports community ownership where a statutory asset lock is in place.29

And key funders such as the Heritage Lottery Fund tend to insist on a statutory asset lock

as well.

8.4 Furthermore it is very common for the policies and programmes of government and non-

governmental actors to strongly encourage or require a statutory asset lock. This includes

things as diverse as funding streams, social value procurement frameworks, business rates

relief schemes and advisory services.

8.5 The effect of all this is that the co-operative society is not a viable option for many

endeavours in the social economy. Two potentially very effective tools are lost as a result:

a focus on co-operative purpose (meeting members’ common needs and aspirations)

the ability to share profits with members based on their participation in the co-

operative

8.6 It is far from straightforward to quantify the opportunities lost here. But there are examples

of community business failures that experts have in part explained by the value creation

model not being sufficiently driven by a community using an asset or service. Relatedly

some failures have in part been explained by the lack of an ongoing economic relationship

between a community business and the community it is seeking to serve.30 Possibly,

operating a more commercial co-operative model, in which members who use a service are

Page 9: Co-operative society non-distributable capital surplus€¦ · Evidence paper Co-operative society non-distributable capital surplus November 2019 “Members contribute equitably

9

a) the primary focus of the business and b) rewarded with a share in the profits, could make

some community businesses more commercially viable.

8.7 Furthermore, as described in part 6, a co-operative society with statutory non-distributable

capital surplus would be an optimal legal vehicle for running platform co-operatives, as

these require significant investment and rely on high user loyalty to succeed. And it would

also put co-operative innovation in housing on firmer foundations.

9 A simpler and cheaper option for employee ownership conversions

9.1 This legislation would improve the utility of the co-operative society as a vehicle for

employee ownership conversions, creating a new, simpler and cheaper legal option for

conversion in the UK.

9.2 In the UK the employee ownership trust (EOT) is firmly established as the proven vehicle

for converting businesses to employee ownership. While the EOT meets the needs of many

businesses, it requires two or three corporate entities and layers of governance to be

created, in a somewhat complex legal structure that is costly to set up and administer. 31

This significantly reduces the utility of the EOT model for small and micro businesses.

Conversely, the worker co-operative model establishes worker ownership and control within

a single corporate entity, through its rules or articles, 32 so is simpler and cheaper to set up

and administer.

9.3 Unfortunately, the inability to lock in indivisible common ownership rules out using a worker

co-operative society for most businesses. As explained in the 2012 Nuttall Review of

Employee Ownership for government, EOTs establish collective and indivisible ownership,

making them particularly well-suited to conversions.33 A key motivation for business owners

to sell their business to their employees is to preserve their legacy intact for the long-term.34 35 The lack of a legal guarantee of indivisible common ownership in a worker co-operative

society means it cannot meet these requirements. Statutory non-distributable capital

surplus would, in effect, establish the indivisible common ownership that business owners

require.

9.4 New York City Council (NYCC) runs a successful programme to support worker co-

operatives establish through start-ups and conversions.36 The NYCC programme lead has

told us that in the USA their equivalent of an EOT (the Employee Share Ownership Plan) is

firmly established as the conversion vehicle for SMEs, but that in New York and other cities,

the worker co-operative model is filling a gap the micro/small end of the scale.

9.5 Employee ownership conversions are an essential part of building a more inclusive,

productive and resilient economy. A key benefit of such conversions is that they help to

retain decision-making, jobs and capital in local economies. Employee ownership can also

protect and enhance a business’s environmental, social and governance (ESG)

performance.37 Making the worker co-operative society a simple, low cost legal option

would open up employee ownership conversions to more businesses, extending these

benefits more broadly.

9.6 Reducing the cost of employee ownership would not only be good for business, it could

Page 10: Co-operative society non-distributable capital surplus€¦ · Evidence paper Co-operative society non-distributable capital surplus November 2019 “Members contribute equitably

10

also save public money. In Scotland and Wales, government funds advice and support

programmes to help businesses convert to employee ownership. Evidence shows that

these programmes provide excellent value for money.38 But if a less complex and lower-

cost legal option for conversion became available, this could in turn help public money to go

even further.

10 Aligning UK law with best practice from around the world

10.1 The International Statement on Co-operative Identity, recognised by the United Nations as

the authoritative basis for legislative frameworks for co-operatives, says that in co-

operatives some or all capital should be ‘the common property’ of members and

‘indivisible’.39 The maintenance of common capital is deeply embedded in co-operative

practice around the world. There is widespread agreement among experts that

co-operative law should provide a basis for this.40

10.2 It is notable that the law codes of countries with very strong co-operative sectors, such as

France, Italy and Spain all contain provisions for non-distributable capital surplus.41 It is also

notable that the European Co-operative Society corporate form contains such a provision

as well.42

10.3 Indeed the UK is very much an outlier among advanced economies in that our co-operative

society legislation does not contain such a provision.

11 Summary of impacts

11.1 Below we summarise the positive impacts discussed in this paper, for co-operatives, for the

economy and for the public.

For co-operatives

11.2 The legislation will provide a legal guarantee that capital surplus in a co-operative society

will be committed to co-operative purpose. This will help encourage more of the endeavour,

participation, support and investment for these businesses succeed. In will enable founders

to apply the proven combination of a clear purpose, mission-aligned investment and a

statutory ‘asset lock’, in a business that focuses on mutual benefit and shares profits as a

reward to participation. This in turn should end a distortion in behaviour that leads some

founders to make suboptimal choices of legal form.

11.3 The legislation will create more optimal conditions for mission-aligned investment in co-

operative societies, by members and external investors. This will support the development

of innovative co-operatives in areas such as the platform economy, while also helping more

established co-operatives to reinvigorate their relationship with members and invest in their

environmental and social impacts. It will also create firmer foundations for co-operative

housing solutions to expand dramatically.

11.4 The legislation will also boost the long-term resilience of co-operative societies.

For the economy

Page 11: Co-operative society non-distributable capital surplus€¦ · Evidence paper Co-operative society non-distributable capital surplus November 2019 “Members contribute equitably

11

11.5 The legislation will make the co-operative society legal form more usable in the parts of

economy where the options are currently quite limited, such as in community business and

employee ownership conversions. Giving founders and businesses a fuller range of legal

tools helps them to innovate and optimise their activities and performance. In some cases a

co-operative society might be simpler and more affordable for businesses than established

options.

Public value

11.6 A corporate framework that enables co-operatives to thrive has the potential to benefit

anyone considering starting a business in the social economy. To put this into some

context, more than 11,000 new social economy entities are registered every year 43 and

there are clear benefits in those involved having a fuller range of options and possibilities to

explore.

11.7 A thriving co-operative sector is also good for the millions of people in the UK who are

members of co-operatives. The more effective co-operative societies are at meeting

people’s common needs and aspirations, the greater the public value they deliver. Based

on current activity and potential, the legislation could directly enable co-operative innovation

and expansion that:

creates more decent livelihoods, in the platform economy and more broadly

offers consumers more environmentally and socially positive choices, in the platform

economy and more broadly

enables more people to live in affordable, eco-efficient housing that they control

enables more communities to benefit from commercially sustainable, democratically

owned assets and enterprise

Impact of doing nothing

11.8 Based on available evidence, if co-operative societies continue without the option of legally

guaranteeing non-distributable capital surplus, the following impacts are likely:

More rules-based provisions will be undone or ignored so that asset wealth that has

been built up in co-operative societies over generations, by members who intended

that it be held in common, will be distributed for private gain

A small number of founders will innovate with the co-operative society legal form

without any guarantee that their work will not be undone in future as result of

perverse incentives; in some case these incentives will result in the demutualisation

and/or dissolution of successful co-operatives

More community businesses will be founded using legal forms that are suboptimal for

the aspirations of the founders, leading to some under-performance and even some

failures

Small and micro businesses will be deprived a simple, low cost legal vehicle for

converting to employee ownership

Page 12: Co-operative society non-distributable capital surplus€¦ · Evidence paper Co-operative society non-distributable capital surplus November 2019 “Members contribute equitably

12

The current potential for a new co-operative investment model, able to support the

development of co-operatives in the platform economy and elsewhere, will be under-

realised

The UK co-operative sector will not develop to its fullest potential, reducing its

potentially significant contribution a more inclusive, distributive and sustainable

economy

James Wright, Policy Officer

[email protected]

0161 214 1775

About Co-operatives UK

Co-operatives UK is the network for Britain’s thousands of co-ops. We work to promote, develop

and unite member owned businesses across the economy. From high street retailers to

community owned pubs, fan owned football clubs to farmer controlled businesses, co-ops are

everywhere and together they are worth £37.7 billion to the British economy.

References

1 See Principle Three of the Statement on Co-operative Identity here. The Statement is officially referred to in the policy of the FCA, in its role as registrar of co-operative societies (see here).

2 https://www.fca.org.uk/publication/finalised-guidance/fg15-12.pdf

3 https://www.uk.coop/consultation-outcome-getting-better-deal-societies

4 For example the Community Shares Handbook

5 Co-operative societies are able to distribute some of their surplus among members, based on their members’ participation in the business (e.g. as workers, users of services, volunteers) whereas the FCA has long taken the view that community benefit societies cannot distribute any surpluses to members

6 https://www.cchpr.landecon.cam.ac.uk/Research/Start-Year/2002/The-impact-of-LSVT-local-authority-housing-stock-HA-sector/Project-Report/Report/at_download/file

7 Society registration data collated by Co-operatives UK, drawn from FCA data

8 Based on responses to our 2018 member consultation, our Development Unit’s work with innovative new co-operatives and our work with the national Co-operative Development Forum

9 This was explained to us by the founder of a co-operative society in response to our 2018 member consultation.

10 Our Co-operative Economy data, drawn from FCA data

11 https://www.uk.coop/sites/default/files/uploads/attachments/co-op_economy_2019_0.pdf

12 Co-op development bodies: 25%; Housing 20%; Community 16%; Worker 16%; Consumer 12.5%; Finance 8%

13 See the Community Shares Handbook https://communityshares.org.uk/resources/handbook/capital-gains

14 See Power to Change, paragraph 14.7 here

15 https://www.ica.coop/sites/default/files/publication-files/ica-survey-of-co-operative-capital-report-en-420015827.pdf

16 https://ww2.newschool.edu/pressroom/pressreleases/2018/treborscholz.htm

17 http://unfound.coop/pioneers/

18 https://media.nesta.org.uk/documents/Nesta_Platform_Report_FINAL-WEB_b1qZGj7.pdf

19 https://www.ethex.org.uk/equalcare

Page 13: Co-operative society non-distributable capital surplus€¦ · Evidence paper Co-operative society non-distributable capital surplus November 2019 “Members contribute equitably

13

20 In response to our 2018 members’ consultation

21 These insights are primarily drawn from the work we’ve done with these co-operatives as part of the Members’ Money project

22 https://www.uk.coop/membersmoney

23 https://www.eastofengland.coop/membership/fixed-term-withdrawable-shares

24 https://ukmhos.weebly.com/groups.html

25 https://www.studenthomes.coop/

26 Co-operatives UK (2019) ‘Co-operative Business Survival’

27 https://www.researchgate.net/publication/285356456_The_performance_of_worker_cooperatives

28 https://mycommunity.org.uk/resources/types-of-organisational-structure/

29 http://www.legislation.gov.uk/asp/2015/6/part/5/enacted

30 http://www.protecting-community-assets.org.uk

31 Government’s own model documentation and guidance provides a useful overview of the options for employee influence and control in trusts, see here

32 See model rules for worker co-operatives

33 https://www.gov.uk/government/publications/nuttall-review-of-employee-ownership

34 http://cdsblog.co.uk/wp-content/uploads/2018/10/The-Journal-CDS-Insert.pdf

35 https://www.riverford.co.uk/employee-ownership

36 https://www1.nyc.gov/assets/sbs/downloads/pdf/about/reports/worker_coop_report_fy18.pdf

37 https://www.uk.coop/sites/default/files/uploads/attachments/one_million_owners_policy_proposal_1.pdf

38 http://www.evaluationsonline.org.uk/evaluations/Documents.do?action=download&id=766&ui=browse

39 See Principle Three of the Statement on Co-operative Identity here.

40 See the Principles of European Co-operative Law (PECOL) project

41 Ibid

42 https://eur-lex.europa.eu/legal-content/EN/TXT/?uri=CELEX:32003R1435

43 In 2018 274 new co-operative and community benefit societies were registered. The CIC Regulator reports over 2,500 CIC registrations each year. The Charities Commission reported 8,775 applications to the register in 2017-18.