Why consider a cooperative society
The cooperative society (Genossenschaft) is a less common legal form than the GmbH or the AG, but particularly well suited when several entrepreneurs or professionals wish to join forces to purchase, produce or market goods and services on a mutualistic basis. The model prioritises peer collaboration over financial capital.
In Switzerland, cooperatives are governed by Articles 828–926 of the Swiss Code of Obligations (CO). Unlike capital companies, decision-making power does not follow capital share, but the democratic principle of “one member, one vote”. Profits, moreover, are not distributed according to membership shares, but based on the activity each member carries out with the cooperative.
For an SME operating in sectors such as agriculture, energy, shared services, wholesale trade or professional networks, a cooperative can offer balance sheet flexibility, separation of liability and a clear accounting framework — provided specific rules on governance and surplus allocation are respected.
Legal requirements and distinctive features
Before establishing a cooperative, it is advisable to verify that the project meets the prerequisites set out in federal law:
| Aspect | Provision and practice |
|---|---|
| Legal basis | Art. 828–926 CO; mandatory articles of association and registration in the Commercial Register |
| Minimum number of members | At least 7 members at the time of incorporation; if the number falls below this threshold, the provisions of stock corporation law on organisational gaps apply by analogy (Art. 831 para. 2 CO) |
| Capital | Variable cooperative capital; no statutory minimum amount; membership shares typically equal (e.g. CHF 100–1,000 each) |
| Liability | Limited to the cooperative's assets, unless the articles provide for unlimited supplementary liability of members (Art. 868–869 CO) |
| Democratic principle | One member = one vote at the general meeting, regardless of the number of shares held (Art. 885 CO) |
| Mutualistic purpose | To promote or safeguard the economic interests of members; activity towards third parties permitted if consistent with the statutory purpose |
| Audit | Mandatory limited audit, unless opting out where < 10 full-time equivalent positions (annual average) and unanimous consent of members, notified to the Commercial Register before the start of the financial year (Art. 727a CO); ordinary audit if size thresholds are exceeded (Art. 727 CO) |
| Taxation | Taxed as a legal entity: profit taxed at corporate level; distributions to members according to their nature (cooperative return vs. other components) |
Governance: corporate bodies and decision-making processes
The organisational structure of a cooperative balances democratic participation and efficient operational management:
General meeting of members
Supreme body with powers over approval of the financial statements, appointment and removal of the board, amendments to the articles of association, approval of surplus allocation and decisions on mergers or dissolution. Each member has one vote, subject to limited statutory exceptions compliant with the CO.
The ordinary general meeting is as a rule held within six months of the end of the financial year, as provided in the articles or corporate practice. For SMEs, it is advisable to define in the internal regulations the procedures for convening meetings, quorum and minutes, especially when members operate in different cantons.
Board of directors
Manages current affairs, represents the cooperative and prepares the proposed surplus allocation for the general meeting. The board comprises at least three members, the majority of whom must be members (Art. 894 CO); at least one authorised signatory with domicile in Switzerland must be able to sign on behalf of the company (Art. 898 CO).
In smaller cooperatives, members and directors often coincide. In this case, it is advisable to document separately decisions taken in the capacity of the management body and those taken as members, to avoid conflicts of interest and ensure accounting traceability.
Auditor and compliance
The auditor verifies the regularity of the accounts and compliance of surplus allocation with the articles and the law. Cooperatives subject to ordinary audit cannot waive the audit; opting out applies only to limited audit and requires fewer than 10 full-time equivalent positions on an annual average.
For SMEs with fewer than 10 full-time equivalent positions, unanimous waiver of limited audit reduces costs, but orderly and verifiable accounts remain mandatory in the event of a tax audit or a future transition to mandatory ordinary audit.
Admission, withdrawal and transfer of shares
Admission of a new member generally requires a resolution of the general meeting and payment of cooperative shares. Withdrawal is governed by the articles: notice period, repayment of shares and any adjustment on reserves.
Unlike GmbH shares, cooperative shares are not freely negotiable. Transfer to third parties is possible only if permitted by the articles and subject to approval, preserving the mutualistic character of the organisation.
Surplus allocation: rules and criteria
Surplus (excess of revenue over costs) is the economic result that clearly distinguishes a cooperative from capital companies. The law requires that allocation take place primarily based on the activity each member carries out with the cooperative — not in proportion to capital contributed (Art. 859 CO).
The articles must precisely define the measurement criteria: turnover generated, purchases made, service hours used, quantities delivered or other objective indicators linked to mutualistic activity. Generic or unbound discretionary criteria expose the cooperative to internal disputes and risks of tax non-compliance.
Typical order of allocation of the result
- 1.Reserve fund: if the articles provide for profit distribution and this is not allocated in full to increase equity, at least one twentieth must be set aside annually to form a reserve fund for at least 20 years; where participation certificates exist, until the fund reaches one fifth of share capital (Art. 860 CO).
- 2.Statutory reserves: funds for investments, guarantees or joint projects, if provided for in the articles and approved by the general meeting (Art. 863 CO).
- 3.Mutualistic allocation: the main portion of the remaining surplus is distributed to members in proportion to the activity they carried out with the cooperative during the financial year.
- 4.Participation certificate component (limited): a portion of the surplus may be allocated in relation to participation certificates, within the usual rate of interest for long-term loans; this portion must not prevail over the mutualistic criterion (Art. 859 para. 3 CO).
| Type of distribution | Calculation basis | Accounting / tax treatment |
|---|---|---|
| Cooperative return (Rückvergütung) | Member's business volume with the cooperative (sales, purchases, services) | Reduces the member's mutualistic cost or revenue; affects the cooperative's taxable profit and the member's tax base according to their situation |
| Return on participation certificates | Participation certificates held, within the usual rate of interest (Art. 859 para. 3 CO) | Financial component distinct from the mutualistic return; taxation according to nature and member's situation, to be verified with the competent cantonal authority |
| Share repayment on withdrawal | Nominal value of shares + any statutory adjustments | Does not constitute income if it corresponds to capital paid in; any capital gains may be taxable |
A concrete example: a logistics services cooperative with seven associated SMEs allocates most of the surplus based on kilometres moved on behalf of each member, sets aside amounts to the reserve fund and statutory reserves, and distributes a limited portion on participation certificates within the usual rate of interest. Accounts must record volumes per member on a monthly basis, to avoid complex year-end adjustments.
Compliant accounting: obligations and good practice
The cooperative is subject to the same accounting principles as other commercial legal entities. For SMEs, this means keeping orderly accounts and financial statements that faithfully reflect the mutualistic structure:
Chart of accounts and segmentation
Clearly separate revenue and costs from activity towards members from those towards third parties. Use analytical accounts to track turnover, purchases and reciprocal services for each member. This data feeds the allocation calculation and constitutes documentary evidence during audit or tax inspection.
Balance sheet and income statement
Prepare the balance sheet, income statement and notes to the financial statements in accordance with Swiss accounting standards (Swiss GAAP FER or, for larger entities, IFRS/US GAAP). The balance sheet shows cooperative capital, legal and statutory reserves, as well as any liabilities to members for allocations resolved but not yet paid. The notes must describe the surplus allocation criteria adopted.
Recording of allocations
Upon approval by the general meeting, record allocations to reserves and liabilities to members for the mutualistic portion to be paid. If the member is also a supplier or customer, offsetting via current account is permitted if provided for contractually. Avoid payments to members before the general meeting resolution: these constitute advances to be reclassified.
Document retention and deadlines
Retain accounting records, supporting documents, general meeting minutes and allocation statements for at least ten years (Art. 958f CO). The ordinary general meeting approves the financial statements within six months of year-end, unless a different deadline is set in the articles; VAT returns and profit tax follow ordinary federal and cantonal deadlines. Accounting software such as Accountex simplifies per-member tracking, year-end closing and preparation of documents for the auditor and tax authorities.
When a cooperative suits an SME
A cooperative is not the most suitable choice for every business project. Consider this model if you share most of these profiles:
At least seven participants willing to collaborate on a stable basis and accept the “one member, one vote” principle
Clear mutualistic purpose: centralised purchasing, shared production, joint distribution or provision of services to members
Ability to objectively measure each member's activity with the cooperative
Less emphasis on return proportional to capital invested and greater focus on collective benefits
When to prefer another legal form
If the founders are few, wish to retain control proportional to capital, anticipate the entry of financial investors or aim for an exit through share transfer, the GmbH or AG offer greater flexibility. Similarly, if the activity does not generate measurable transactions between members and the company, cooperative allocation criteria become difficult to apply and defend.
Operational checklist for members and directors
| Obligation | Frequency | Responsible party |
|---|---|---|
| Recording business volumes per member (allocation basis) | Monthly | Management / accounting |
| Review of reserve fund and statutory allocations (Art. 860 and 863 CO) | Annual, before the general meeting | Board + auditor |
| Preparation of proposed surplus allocation | Annual | Board of directors |
| Ordinary general meeting and approval of financial statements | Within 6 months of year-end | Board convenes; general meeting resolves |
| Accounting for resolved allocations | After general meeting resolution | Accounting |
| Filing of financial statements and tax returns (fed./cant.) | According to applicable deadlines | Board / fiduciary |
| Update of member register and cooperative shares | On each transaction | Corporate secretariat |
Conclusion: mutualism, accounting discipline and a long-term perspective
The cooperative society is a legal instrument tailored to entrepreneurs who wish to share resources, negotiate better market conditions or provide services jointly, while maintaining entrepreneurial autonomy. The success of the model depends on clear articles of association, transparent governance and accounts capable of measuring mutualistic activity with rigour.
For Swiss SMEs, compliance depends on consistency between surplus allocation, accounting entries and tax returns. Anticipating measurement criteria, documenting every general meeting decision and using digital tools for per-member accounting reduces the risk of internal disputes and simplifies the work of the auditor and tax adviser.
Before incorporation, compare the mutualistic project with a fiduciary or specialist lawyer: choosing the cooperative form binds the entrepreneurial, tax and accounting logic of the organisation for years to come.