Cooperative corporations are often thought of as nonprofits because co-ops are organized specifically “for the purpose of providing services and profits to its members and not for corporate profit.”
We have represented large (>600 member) and small (<10 member) co-ops in a range of industries, including transportation, grocery store purchasing co-op and retail stores, artist and maker co-ops.
Because co-ops are as unique as their members and purpose, it’s important to thoughtfully create unique bylaws that represent the vision of the members and embed a governance structure that’s in alignment with the co-op’s values.
Co-ops are subject to federal and state securities laws like any other business. However, most states have adopted the SEC position that a share of stock evidencing a cooperative corporation membership interest is not a security if: (1) the interest is not transferrable, (ii) pays no dividends (other than patronage rebates), and (iii) does not appreciate in value.
We are experienced with helping co-ops raise money for capital projects and have successfully completed securities registrations with the State of Oregon Department of Consumer and Business Services.
You may be interested in our Co-Op Legal Guides (Oregon & Texas) and our Participatory Bylaws presentation.
These resources are available to your for free here, on our Publications Page.
Tell Us About Your Cooperative Vision:
We focus on helping individuals and companies with outsourced corporate counsel activities, securities registrations, business transactions, and other business consulting. Find out how we can help you.