Rules and Memorandum of Association of a cooperative

With the Memorandum of Association for the cooperative, you and the other founding members officially agree that you will set up a cooperative. The Memorandum of Association must contain the following information:

• cooperative’s name
• founding members and membership shares subscribed by each member
• subscription price for a membership share and payment deadline
• members of the Board
• financial year
• possible auditors and operations inspectors
• possible Managing Director
• possible members of the Supervisory Board 
• if shares are issued, information about shares and share owners.

Make sure you date the memorandum and ensure that all the founding members sign it.

Prepare the Memorandum of Association in writing and attach it to the start-up notification. You can find a template for a Memorandum of Association in the start-up package compiled by the Finnish Patent and Registration Office.

The purpose of the cooperative's rules is to indicate to the cooperative members and creditors, in addition to the Co-operatives Act, how the cooperative’s administration and the rights and obligations of the members have been determined. Please note that the rules are binding

The rules can be very concise. As a minimum, they may contain only the following information:

• cooperative’s name
• domicile in a Finnish municipality
• line of business.

In general, the minimum-scope rules are only suitable for very small cooperatives. If you wish to derogate from the provisions of the Co-operatives Act, derogations from the rules must be posted in the rules. The rules can also include provisions of the Co-operatives Act to clarify the cooperative’s operations.  In practice, it is usually best to draw up more extensive rules. You can record in the rules, for example, provisions of the cooperative’s

• representation rights
• meetings
• number, tasks and selection of members of the Board of Directors
• Managing Director
• Supervisory Board
• membership shares and share payments
• division of the surplus
• changes to the rules
• any parallel company names.

All matters related to the cooperative’s operations not agreed upon in the rules, will be resolved in accordance with the Co-Operatives Act.

Draw up the cooperative’s rules in writing and attach them to the cooperative's start-up notification. You can find a template for the rules in the start-up package compiled by the Finnish Patent and Registration Office.

The rules should be established carefully at the start-up stage, as any subsequent changes must be approved by a majority of 2/3 of the voters. Coop Center Pellervo’s website contains examples of rules which can be used when creating the rules for your cooperation (link in Finnish).

A cooperative's members can also draft a mutual membership agreement, which shall be binding only to the members who have signed or accepted it. The agreement can define the practical principles and organisation of the cooperative’s activities. The agreement is equivalent to the shareholders’ agreement of a limited liability company.