The financial sector includes cooperative structures with a variety of legal forms. In addition to major networks such as Crédit Agricole and Banques PopulairesTwo little-known models deserve attention: cooperative banks and mutual guarantee companies. These structures are governed by specific rules and operate on the basis of mutual financial assistance.
Cooperative banks
A clear legal framework
Cooperative banks are governed by articles L.512-61 to L.512-67 of the French Monetary and Financial Code. They are incorporated as unions of cooperatives with fixed capital and are subject to the law of 10 September 1947 on the status of cooperatives.
Crucially, their articles of association must be approved by the Minister for the Economy (article L.512-66 of the CMF). They have the status of credit institutions, which enables them to receive deposits from any natural or legal person.
A limited number of members
Membership of these structures is strictly regulated. According to article L.512-61 of the CMF, only the following may be members :
- Cooperative societies
- Mutual societies
- Mutual insurance companies
- Supplementary occupational pension funds set up in the form of mutual insurance companies
- Not-for-profit associations (limited to 30% of capital and voting rights)
These banks must grant at least 80% of their loans to their members or similar structures - a provision that protects their cooperative vocation.
Original governance
The governance of cooperative banks has an interesting feature. Their Board of Directors or Supervisory Board comprises :
- Ten member representatives
- Five staff representatives (including at least one manager)
The latter are elected by proportional representation, thus ensuring a balanced representation of employees.
State control
The State exercises direct control through a Government Commissioner appointed by the Minister for the Economy. His powers are extensive:
- Attendance at all Board and committee meetings
- Access to all documents
- Right of veto on decisions contrary to the Articles of Association or regulations
This veto can be challenged before the Minister for the Economy, who has 15 days to decide.
Mutual guarantee companies
Purpose and legal framework
Mutual guarantee companies, governed by articles L.515-4 to L.515-12 of the CMF, have a limited corporate purpose: to guarantee the professional commitments of their members.
Initially created by the law of 13 March 1917, they can be set up between traders, industrialists, craftsmen, commercial companies and members of the liberal professions, or between property owners to guarantee property-related loans.
Legal structure and operation
These surety companies are commercial cooperatives. Their capital is made up of registered shares, which may be of unequal value, but must not be less than €1.5.
A notable feature of the company is that it distinguishes between two categories of members:
- Participating members, who benefit from bonding services
- Non-participating members, who are only entitled to remuneration for their contributions
A supervised activity
This activity is strictly limited to guarantees. Article L.515-4 of the CMF specifies that sureties may be given by :
- Endorsement or endorsement of commercial paper
- Any other appropriate form
The Articles of Association must specify the maximum amount of guarantees granted and their duration. The Board of Directors may refuse a guarantee or grant it subject to conditions.
Article L.515-5 authorises the provision of advice to members, but only in direct connection with a guarantee transaction.
Transparency obligations
Mutual guarantee companies are subject to specific publicity requirements. They must file with the clerk of the judicial court :
- Articles of association and full list of directors and members
- An annual report on changes among directors and members
- A summary table of operations carried out
These documents are accessible to any applicant (article L.515-10 of the CMF).
Strengths and limitations of these specialised structures
These cooperative forms offer distinct advantages:
- Cooperative banks offer comprehensive banking services while maintaining democratic governance.
- Mutual guarantee companies enable professionals in the same sector to help each other access credit.
On the other hand, these models have significant constraints:
- A strict regulatory framework
- Strong State control
- Activity and membership limits
These structures deserve the attention of entrepreneurs or professional groups looking for alternatives to traditional financing. Consultinga specialist lawyer enables you to assess the appropriateness of these legal arrangements in the light of the objectives pursued, and to master their regulatory implications.
Sources
- Monetary and Financial Code, articles L.512-61 to L.512-67 (cooperative banks)
- Monetary and Financial Code, articles L.515-4 to L.515-12 (mutual guarantee companies)
- Law no. 47-1775 of 10 September 1947 on the status of cooperatives
- Company directory - Credit unions - Thibault de RAVEL D'ESCLAPON - October 2023
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