JUNE 2016 FRENCH LAW: MAIN PROVISIONS Eng.pdf · 2016-07-03 · #ESS economie-sociale-solidaire.gouv.frMAIN PROVISIONS OF THE SOCIAL AN SOLIARIT BASE ECONOM 1 FRENCH LAW: MAIN PROVISIONS

1MAIN PROVISIONS OF THE SOCIAL AND SOLIDARITY BASED ECONOMY#ESS economie-sociale-solidaire.gouv.fr

FRENCH LAW: MAIN PROVISIONS

JUNE 2016

social and

solidarity

Based economy

2 MAIN PROVISIONS OF THE SOCIAL AND SOLIDARITY BASED ECONOMY

Table of contents

I – PRINCIPLES AND SCOPE OF THE SOCIAL AND SOLIDARITY-BASED ECONOMY . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5

1. Definition of the SSE: Article 1 of Law no. 2014-856 of 31 July 2014 on the social and solidarity-based economy (the SSE Law) . . . . . 5A . Decree no. 2015-858 of 13 July 2015 on the by-laws of commercial

companies that have the status of social economy enterprises . . . . . . . . . . . . .8

B . Decree no. 2015-760 of 24 June 2015 adopted for the application of Article 1, sub-paragraph 15, of the SSE Law . . . . . . . . . . . . . . . . . . . . . . . .8

C . Order of 3 August 2015 adopted pursuant to Article 1 of Law no. 2014-856 of 31 July 2014 on the social and solidarity-based economy that defines the fraction of the profits to be allocated to retained earnings and the mandatory reserves . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .9

2. Definition of social usefulness: Article 2 of the SSE Law . . . . . . . . . . . . . . 10

3. List of social economy enterprises and statistical monitoring: Law no. 2014-856 of 31 July 2014 on the social and solidarity-based economy - Article 12 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 10A . Decree no. 2015-1732 of 22 December 2015 on the obligation

for regional chamber of the social and solidarity-based economy to publish and update the list of enterprises governed by Article 1 of the SSE Law . . . . . .11

II . NATIONAL ORGANISATION AND GOVERNANCE OF THE SSE . . 131. The High Council for the Social and Solidarity-based Economy . . . . . . . . . 13

A . Article 4 of the SSE Law . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .13

B . Decree no. 2015-732 of 24 June 2015 on the High Council for the Social and Solidarity-based Economy . . . . . . . . . . . . . . . . . . . . . . . .15

2. Guide to continuous improvement of best practices: Article 3 of the SSE Law . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 19

3. The French Chamber of the Social and Solidarity-based Economy: Article 5 of the SSE Law . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 20

4. The regional chambers of the social and solidarity-based economy: Article 6 of the SSE Law . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 21

3MAIN PROVISIONS OF THE SOCIAL AND SOLIDARITY BASED ECONOMY

5. The Inter-ministerial social and solidarity-based economy delegate: Decree no. 2015-1653 of 11 December 2015 . . . . . . . . . . . . . . . . . . . . 22

III . SSE DEVELOPMENT PLATFORMS . . . . . . . . . . . . . . . . . . . . . 241. Regional SSE strategies: Local policies for the social and solidarity-based

economy: Article 7 of the SSE Law . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 24

2. SSE regional conference: Article 8 of the SSE Law . . . . . . . . . . . . . . . . . . 24

3. Local poles for economic cooperation: Article 9 of the SSE Law . . . . . . . . . 25A . Decree no. 2015-431 of 15 April 2015 on calls for projects

involving local poles for economic cooperation . . . . . . . . . . . . . . . . . . . . . .26

IV . FINANCING . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 281. Accreditation for socially useful solidarity-based enterprises:

Article L3332-17-1 of the Labour Code (Article 11 of the SSE Law) . . . . . . 28A . Article R3332-21-1, as amended by Decree no. 2015-719

of 23 June 2015 - Article 1 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .30

B . Article R3332-21-3, as amended by Decree no. 2015-719 of 23 June 2015 - Article 3 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .31

C . Article R3332-21-5, as amended by Decree no. 2015-719 of 23 June 2015 - Article 4 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .32

D . Order of 5 August 2015 that determines the contents of the application file for accreditation as a “socially useful solidarity-based enterprise” . . . . . . . . . . . .32

2. Public purchasing and procurement contracts: Article 13 of the SSE Law . . 34A . Decree no. 2015-90 of 28 January 2015 that sets the amount

provided for in Article 13 of the SSE Law . . . . . . . . . . . . . . . . . . . . . . . . . . .34

3. European social entrepreneurship funds: Article L214-153-1 of the Monetary and Financial Code (Article 14 of the SSE Law) . . . . . . . . . 35

4. Social innovation: Article 15 of the SSE Law . . . . . . . . . . . . . . . . . . . . . . . 35

5. Local currencies: Article L311-5 of the Monetary and Financial Code - Article 16 of the SSE Law . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 37

6. Local currencies: Article L311-6 of the Monetary and Financial Code - Article 16 of the SSE Law . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 37

7. Monitoring of access to financing: Article 17 of the SSE Law . . . . . . . . . . . 37

8. Cooperative development fund: Article 23 of the SSE Law . . . . . . . . . . . . 38

9. Crowdfunding: Article 95 of the SSE Law . . . . . . . . . . . . . . . . . . . . . . . . . 38


V . COOPERATIVES . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 38

VI . INSURANCE COMPANIES, MUTUAL SOCIETIES AND PROVIDENT SOCIETIES . . . . . . . . . . . . . . . . . . . . . . . 39

VII . ASSOCIATIONS AND FOUNDATIONS . . . . . . . . . . . . . . . . . . 391. Definition of subsidies: Article 9-1 of Law no. 2000-321

of 12 April 2000 on citizens’ rights in their relations with the administrations (Article 59 of the SSE Law) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 39

2. Quasi-equity debt securities in non-profit organisations: Articles L. 213-9, L.213-13 and L.213-14 of the Monetary and Financial Code (Article 70 of the SSE Law) . . . . . . . . . . . . . . . . . . . . 40

3. Merger and demerger of associations: Articles 9 bis and 12 of the Law of 1 July 1901 on the founding contracts of associations (Article 71 of the SSE Law) . . . . . . . . . . . . . . . . . . . . . . . 41

4. Association funds: Article 77 of the SSE Law . . . . . . . . . . . . . . . . . . . . . . 43

5. Officer training funds: Article 79 of the SSE Law . . . . . . . . . . . . . . . . . . . . 43

VIII . MISCELLANEOUS PROVISIONS . . . . . . . . . . . . . . . . . . . . . 441. Fair trade: section II of Article 60 of Law no. 2005-882

of 2 August 2005 for the benefit of small and medium-sized enterprises (Article 94 of the SSE Law) . . . . . . . . . . . . . . . . . . . . . . . . . . . 44


I – Principles and scope of the social and solidarity-based economy

The law defines the social and solidarity-based economy (SSE) as an entrepreneurship and economic development model that uses democratic governance methods and mana-gement rules, whereby priority is given to the development of the enterprise’s activity and long term perspectives. Its scope of application not only includes cooperatives, mutual societies, foundations and associations, but also commercial companies that apply certain management principles. A list of social economy enterprises will be published and used to monitor the statistical aspects of the sector’s development.

1. Definition of the SSE: Article 1 of Law no. 2014-856 of 31 July 2014 on the social and solidarity-based economy (the SSE Law)

I. – The social and solidarity-based economy is an entrepreneurship and econo-mic development model that is adapted to all areas of human activity. Private-law legal entities are deemed to have adopted this model if they meet all of the following conditions:

1) Their purpose is not merely sharing profits;2) They have democratic governance, which is defined and organised by the by-laws, which provides for ways for the shareholders, employees and stakeholders to be informed of and participate in the enterprise’s achievements, without their means of expression being only tied to their capital contribution or the amount of their financial contribution;3) Management that conforms to the following principles:

a) The profits are, for the most part, devoted to the objective of maintaining or developing the enterprise’s activity;b) The mandatory reserves that are set aside, which cannot be shared out, may not be distributed. The by-laws may authorise general meetings to capitalise amounts deducted from the reserves that are set aside pursuant to this law and, as a result, to increase the value of the equity interests or


distribute equity interests free of charge. When reserves are capitalised for the first time, only one-half at the most of the available reserves that exist at the close of the financial year prior to the holding of the extraordinary general meeting that is required to vote on the capitalisation may be capitalised. Thereafter, only one-half of the increases in said reserves that have been recorded since the previous capitalisation may be capitalised. In the event of liquidation or, as applicable, in the event of winding-up, the entirety of the liquidating dividend shall either be allocated to another enterprise that is part of the social and solidarity-based economy, as defined by this article, or allocated under the conditions stipulated by the provisions of the specific laws and regulations that govern the category of private-law legal entity that is being liquidated or wound up.

II. – The social and solidarity-based economy is comprised of activities that involve the production, processing, distribution, exchange and consumption of goods or services, where such activities are carried on:

1) By private-law legal entities that are incorporated in the form of coope-ratives, mutual societies or unions that are governed by the Mutuality Code or mutual insurance companies that are governed by the Insurance Code, foundations or associations that are governed by the Law of 1 July 1901 on founding contracts for associations, or, where applicable, by the local Civil Code that is applicable to the Bas-Rhin, Haut-Rhin and Moselle départements;2) By commercial companies, which, pursuant to their by-laws, meet the following conditions:

a) They meet the conditions laid down by section I of this article;b) They seek to be socially useful, as defined by Article 2 of this law;c) They apply the following management principles:

– the deduction of a fraction defined by an order1 of the Minister for the Social and Solidarity-based Economy, which is at least equal to 20% of the profits for the financial year, which shall be allocated to a mandatory reserve stipulated in the by-laws, known as the “development fund”, until total amount of the various reserves attains a fraction, defined by

1 Order of 3 August 2015 adopted pursuant to Article 1 of Law no. 2014-856 on 31 July 2014 on the social and solidarity-based economy that defines the fraction of the profits that must be allocated to the retained earnings and to the mandatory reserves


an order2 of the Minister for the Social and Solidarity-based Economy, of the amount of the share capital. Said fraction may not exceed the amount of the share capital. As applicable, prior losses shall be offset against the profits; – the deduction of fraction defined by an order3 of the Minister for the

Social and Solidarity-based Economy, which is at least equal to 50% of the profits for the financial year, which shall be allocated to the retained earnings and to the mandatory reserves. As applicable, prior losses shall be offset against the profits; – the prohibition on the company redeeming the capital and reducing

the capital for a reason other than losses, except where this operation is necessary in order to ensure the continuity of its activity, under conditions provided for by decree. The buy-back of its shares or equity interests shall be contingent on compliance with the requirements that are applicable to commercial companies (…).

III. – Private-law legal entities may make reference publicly to their status of a social economy enterprise and benefit from the rights associated therewith, pro-vided that they meet the conditions laid down in this article and, for commercial companies, provided that they are registered, subject to the compliance of their by-laws, with the trade and companies register with the status of an enterprise that is part of the social and solidarity-based economy.

IV. – A decree4 shall specify the conditions of application of this article, and, in particular, the rules applicable to the by-laws of the companies referred to in section II 2).

2 Idem

3 Idem

4 Decree no. 2015-858 of 13 July 2015 on the by-laws of commercial companies that have the status of enterprises that are part of the social and solidarity-based economy


A . Decree no . 2015-858 of 13 July 2015 on the by-laws of com-mercial companies that have the status of social economy enter-prises

(…)The by-laws of the companies referred to in the aforementioned section II 2) of Article 1 of the Law of 31 July 2014 that make reference publicly to their status of social economy enterprises and so must include the following provisions:

1) A definition of the company’s corporate purpose, which, primarily, meets at least one of the three conditions stipulated in Article 2 of the aforementioned Law of 31 July 2014;2) Information on the composition, the functioning and the powers of the corporate bodies that ensure it is governed democratically, and in particular the ways in which the shareholders, whose means of expression are not only tied to their capital contribution or the amount of their financial contri-bution, employees and stakeholders, are informed of and participate in the enterprise’s achievements;3) The allocation of the majority of the profits to the objective of maintaining or developing the company’s activity;4) The fact that the mandatory reserves cannot be shared out and may not be distributed;5) The implementation of the management principles defined in section II 2) c) of Article 1 of the aforementioned Law of 31 July 2014.

(…)

B . Decree no . 2015-760 of 24 June 2015 adopted for the applica-tion of Article 1, sub-paragraph 15, of the SSE Law

(…)The companies referred to in section II 2) of Article 1 of Law no. 2014-856 of 31 July 2014 on the social and solidarity-based economy can carry out a reduction in capital for reasons other than losses, provided that they are in one of the following situations:

– when the reduction in capital results from the cancellation of shares after the company has bought back its own shares (…)5;

5 Under the conditions set forth in Articles L. 225-208 and L. 225-209-2 of the Commercial Code


– when the general meeting has authorised the purchase of a specific number of shares, with a view to their cancellation (…)6; – (…) [in the event of the disposal of equity interests to foreign third

parties and approval clauses]7; – (…) [in the event of an increase in capital via payments by the

shareholders]8; – (…) [in the event of a reduction in capital that is voted and authorised

by a general meeting]9 provided that the company devotes to the reduc-tion in capital, combined with those implemented over the five previous financial years, less than 50% of the amount of the profits generated over the five previous financial years, net of the losses recognised over the same period.

(…)

C . Order of 3 August 2015 adopted pursuant to Article 1 of Law no . 2014-856 of 31 July 2014 on the social and solidarity-based economy that defines the fraction of the profits to be allocated to retained earnings and the mandatory reserves (…)

Article 1 In the companies mentioned in section II 2) of Article 1 of Law no. 2014-856 of 31 July 2014 on the social and solidarity-based economy, at least one-fifth of the profit for the financial year, less prior losses, if any, shall be deducted and allocated to setting up a mandatory reserve fund stipulated in by-laws, known as the “development fund”. Said deduction shall no longer be mandatory when the total amount of the reserves reaches one-fifth of the share capital.

6 Article R. 225-156 of the Commercial Code

7 In the cases referred to in Articles L. 223-14 and L. 228-24 of the Commercial Code

8 In the case referred to in Article L. 231-1 of the Commercial Code and under the rules provided for in Article L. 231-5 of said Code

9 Under the conditions provided for in Articles L. 225-204, L. 225-205 and L. 223-34 of the Commercial Code


Article 2 In the companies referred to in section II 2) of Article 1 of Law no. 2014-856 of 31 July 2014 on the social and solidarity-based economy, from the profit for the financial year, less prior losses, if any, one-half at least shall be deducted, which shall be allocated to the mandatory and statutory reserves, as well as the reserves stipulated in the by-laws, or allocated to retained earnings.(…)

2. Definition of social usefulness: Article 2 of the SSE LawEnterprises for which the primary aspect of the corporate purpose meets at least one of the following three conditions shall be deemed to be pursuing an objective of being socially useful:

1) Their purpose is to provide, via their activity, support for persons who are in a vulnerable situation, either due to their economic or social circumstances, or due to their personal circumstances, and in particular their health or their needs in terms of social or medical-social assistance. These persons may be employees, customers, clients, members or beneficiaries of this enterprise;2) Their purpose is to contribute to the fight against health, social, economic and cultural exclusions and inequalities, to contribute to civic education, in particular through public education, to contribute to the preservation and development of social ties, or the maintenance and strengthening of territorial cohesion;3) They contribute to all the economic, social, environmental and participa-tive aspects of sustainable development, energy transition or international solidarity, provided that their activity is connected to one of the objectives mentioned in sections 1) and 2).

3. List of social economy enterprises and statistical monitoring: Law no. 2014-856 of 31 July 2014 on the social and solidarity-based economy - Article 12

I. – The statistics for the activity and the conditions under which social eco-nomy enterprises are financed, which are defined in Article 1, will undergo specific monitoring, in which the “Institut national de la statistique et des études


économiques”, ministry statistics departments and the Banque de France, as well as the Public Investment Bank, will be involved. (…).

II. – An agreement signed with the State (…) shall state the conditions under which the Banque de France will participate in this statistical monitoring.

III. – (…) [the Public Investment Bank will participate, inter alia, in the statisti-cal monitoring of the economic activity and conditions under which social and solidarity-based economy enterprises are financed.]

A . Decree no . 2015-1732 of 22 December 2015 on the obligation for regional chamber of the social and solidarity-based economy to publish and update the list of enterprises governed by Article 1 of the SSE Law

(…)

Article 1 (…)10, each regional chamber of the social and solidarity-based economy shall update and publish, at least once a year, the list of social economy enterprises, as defined by sections II 1) and 2) of Article 1 of the aforementioned Law of 31 July 2014, for which the registered office or one of the establishments is located within the territorial scope of authority of said regional chamber.

Article 2

I. – The following identification information shall be added to the list mentioned in Article 1, for each enterprise that is part of the social and solidarity-based economy that is concerned:

1) The [business or corporate name, acronym, if any, legal form, status of an enterprise that is part of the social and solidarity-based economy, national registry of associations number, if any, and the registered office, for private-law legal entities]11;

10 “In accordance with the provisions of sub-paragraph eleven of Article 6 of the aforemen-tioned Law of 31 July 2014”

11 Information listed in “section 1) of Article R. 123-222 of the Commercial Code, with the exception of the information concerning individuals, public-law legal entities and the depart-ments referred to in Article R. 123-220 of the Commercial Code”


2)( …), for each establishment of this enterprise that is located within the territorial scope of authority of the regional chamber concerned [its usual corporate name, its address and, if necessary, the date and origin of its creation]12;3) For each enterprise and each of the establishments mentioned section 2), [its]13 identity number (…).

II. – The enterprises mentioned in Article 1 may, for the purposes of publication or statistical analysis, send the regional chamber of the social and solidarity-based economy in the territorial scope of which their registered office or one of their establishments is located, the following additional information:

1) A certified true copy of the by-laws in force and the filing receipt;2) A copy of the declaration to the Préfecture, as applicable;3) An excerpt from the records of the trade and companies registry, as applicable;4) The balance sheet, income statement and notes to the financial statements for the most recent account period, including the consolidated financial statements, as applicable.

Article 3 As part of the data consolidation (…), the regional chambers of the social and solidarity-based economy shall send the National Board of the Regional Chambers of the Social and Solidarity-based Economy, at the latest at the end of each calendar year, the information gathered pursuant to heading II of Article 2.(…)

12 The information defined in section 2) of Article R. 123-222 of the Commercial Code

13 Mentioned in section 3) of Article R. 123-222 of the Commercial Code.


II. National organisation and governance of the SSE

The role of the High Council for the Social and Solidarity-based Economy as a body for deliberation and national consultation is confirmed. At national level, the French Chamber of the SSE represents and promotes the SSE and the regional chambers of the SSE, for which the umbrella organisation is a National Council, promotes and develops the SSE at local level.

1. The High Council for the Social and Solidarity-based Economy

A . Article 4 of the SSE Law

I. – The High Council for the Social and Solidarity-based Economy, which is tasked with ensuring dialogue between the stakeholders of the social and solidarity-based economy, and the national and European authorities, shall answer to the Prime Minister and shall be chaired by the Minister for the Social and Solidarity-based Economy.

II. – The High Council for the Social and Solidarity-based Economy shall be consulted on all draft provisions of the law and regulations that are common to the social and solidarity-based economy, as well as on draft provisions concerning social entrepreneurship. It shall endeavour to improve the coor-dination between the regulations and representation services provided by the social and solidarity-based economy on a national and European scale. Every three years it shall publish a report on the change in the extent to which the social and solidarity-based economy is taken into account in the law of the European Union and its policies. It may also take it upon itself to examine all matters concerning the social and solidarity-based economy, in particular all draft European directives or regulations that concern said economy.


III. – The High Council for the Social and Solidarity-based Economy shall par-ticipate in the definition, every three years, of a national development strategy for the social and solidarity-based economy.

IV. – The High Council for the Social and Solidarity-based Economy shall define a strategy with a view to:

1) Promoting the social and solidarity-based economy among young people, in particular as part of the public education service;2) Helping young people who aspire to be entrepreneurs for the benefit of social and solidarity-based economy and developing their initiatives;3) Facilitating the integration of young people in enterprises that are part of the social and solidarity-based economy.

V. – The High Council for the Social and Solidarity-based Economy shall be tasked with drawing up a report every three years on gender equality in the social and solidarity-based economy and with making proposals in order to:

1) Ensure professional equality between women and men in the social and solidarity-based economy, in particular by ensuring a better work-life balance for employees in the social and solidarity-based economy;2) Promote women’s access to all executive positions, whether as an employee or elected officer;3) Ensure gender parity in all elected bodies of enterprises that are part of the social and solidarity-based economy.

VI. – The Council shall include, inter alios:1) Representatives designated by the French National Assembly, the French Senate, the Economic, Social and Environmental Council, and the associations that represent the regional government at national level;2) Representatives of various legal forms of enterprises that are part of the social and solidarity-based economy that are referred to in Article 1 of this law, who are put forward by said enterprises;3) Representatives of organisations that themselves represent employees and management of enterprises that are part of the social and solidarity-based economy, which are put forward by said organisations;4) Representatives of the National Council of Regional Chambers of the Social and Solidarity-based Economy;


5) Representatives of other national consultative bodies that have authority to address matters concerning mutual societies, cooperatives, foundations, community life and integration through economic activity;6) Representatives of State departments that contribute to the preparation or implementation of the public policy for the social and solidarity-based economy, including with regard to this policy’s international dimensions;7) Qualified individuals chosen from among experts on the social and soli-darity-based economy, some of whom shall be chosen on the basis of their experience of the European dimension of the social and solidarity-based economy.

VII. – A decree adopted following consultation with the Conseil d’Etat shall set the duration of the mandates14, stipulate the operating methods for the Council and how its members are appointed, as well as the conditions under which gender parity shall be ensured on the Council and among its officers. To this end, said decree shall specify the number and allocation, by gender, over time as applicable, of the appointments provided for in this article.

B . Decree no . 2015-732 of 24 June 2015 on the High Council for the Social and Solidarity-based Economy

Article 1 The High Council for the Social and Solidarity-based Economy shall comprise, in addition to its chair, 71 members allocated as follows:

1) Nine members from the Parliament, the Economic, Social and Environmental Council, and local elected officials, (…)2) Twenty-five representatives of the various legal forms of the enterprises that are part of the social and solidarity-based economy [representatives of cooperatives, mutual societies or unions, mutual insurance companies, foundations, associations, commercial companies, representatives of the French chamber.] (…)3) Ten representatives of the organisations that themselves represent employees at national and multi-sector level and enterprises that are part of the social and solidarity-based economy (…)

14 Decree no. 2015-732 of 24 June 2015 on the High Council for the Social and Solidarity-based Economy


4) Four representatives of the National Council of Regional Chambers of the Social and Solidarity-based Economy;5) Six representatives of national consultative bodies (…)7) Nine qualified individuals (…)15.

With the exception of the members mentioned in sub-sections a, b and c of section 1), members shall be appointed by order of the Minister for the Social and Solidarity-based Economy.The members referred to in sub-sections d, e, f and g of section 1), and sub-sec-tion g of section 2), and sections 3), 4) and 5) shall be appointed on the basis of a proposal by the body to which they belong.The members referred to in section 6) shall be appointed following a proposal by the ministers to whom they report.[The High Council for the Social and Solidarity-based Economy must comply with the rules on actual gender equality.]16

Article 2 The duration of the mandate of the members of the Council shall be three months, which may be renewed once for the same duration. By way of exception, the député and the sénateur shall be appointed respectively for the duration of their legislative mandate and until half of the Senate is re-elected every three years.

Article 3 The High Council for the Social and Solidarity-based Economy shall be assisted by a general secretary, who shall be appointed by order of the Minister for the Social and Solidarity-based Economy.Under the authority [of the Inter-Ministerial Delegate for the Social and Solidarity-based Economy17] the general secretary shall be tasked with the organisation of the activities of the Council and with the running of its work. The general secretary

15 “In accordance with section 7) of Article 4 of the aforementioned Law of 31 July 2014”

16 “The provisions of the aforementioned Article 74 of the Law of 4 August 2014 and of the Decree of 27 March 2015 are applicable to the High Council for the Social and Solidarity-based Economy.”

17 The reference to the “inter-ministerial delegate for innovation, social experimentation and the social economy” is to be amended and replaced by the “Inter-Ministerial Delegate for the Social and Solidarity-based Economy”.


shall coordinate the preparatory work, voluntary investigations and consultations. S/he shall ensure that the activity report and other reports are prepared.The general secretary shall prepare the agenda for the Council’s officers, which shall be approved by the chair. The general secretary shall draw up the minutes for meetings of the officers and the Council.

Article 4

I. – The High Council for the Social and Solidarity-based Economy shall meet in response to a convening notice issued by its chair, or at the request of the majority of its members, at least three times a year.High Council deliberations are only valid if the majority of its members are present or represented.The Council shall:

a) Adopt its internal rules of procedure;b) Deliberate on the items listed on the agenda and review the follow-up to its opinions and proposals;c) Draw up a report on the fulfilment of its remits, at least every two years.

Council meetings shall not be public.The Council may involve any person in its work whose expertise is necessary.

II. – The Council shall set up committees or working groups, in accordance with the procedure and organisational methods provided for by the internal rules of procedure.It shall elect a chair for each committee and working group from among its members.The committees and working groups may consult any outside person whose contribution is likely to inform their work.

III. – The other methods for organising and running the Council and its board that are not provided for by the aforementioned Decree of 8 June 2006 shall be defined by the internal rules of procedure.


Article 5 The Council board shall be chaired by the Minister for the Social and Solidarity-based Economy or [the Inter-Ministerial Delegate for the Social and Solidarity-based Economy18]. It shall also comprise:

1) Two vice chairs elected by the Council on the majority of its members, one of whom shall belong to the category of persons defined in section 1) of Article 1 and one of which shall belong to the category of persons defined in section 3) of said Article 1;2) Nine members elected by the Council from among other members of the Council on the basis of at least one represent per category of representatives referred to in section 2) of Article 1 and one from among the representatives that belong to the category of persons defined in section 7) of the same Article;3) Three representatives of the State departments referred to in section 6) of Article 1, appointed by the chair;4) The general secretary of the council.

It is shall meet at the initiative of the chair at least five times a year.The provisions of the aforementioned Article 74 of the Law of 4 August 2014 and the Decree of 27 March 2015 shall be applicable to the board of the High Council for the Social and Solidarity-based Economy.The board:

a) Shall define the programme and the rules for the Council’s work;b) Shall draw up the draft internal rules of procedure, which it shall submit to the Council’s vote;c) Shall ensure that the Council is represented vis-à-vis the public authorities;d) Shall authorise the disclosure and publication of the Council’s work.

Article 6 The duties of member of the Council and of its board shall be performed free of charge.The travelling expenses of the Council members may be reimbursed under the conditions stipulated by the aforementioned Decree of 3 July 2006.

18 The reference to the “inter-ministerial delegate for innovation, social experimentation and the social economy” is to be amended and replaced by the “Inter-ministerial Delegate for the Social and Solidarity-based Economy”.


2. Guide to continuous improvement of best practices: Article 3 of the SSE Law

I. – The High Council for the Social and Solidarity-based Economy shall adopt, on the basis of a proposal by its members, a guide that defines the conditions for the continual improvement of the best practices of the enterprises in the social and solidarity-based economy defined in Article 1 of this law.These conditions shall take into account the specificities of each of the various legal forms of the enterprises that are part of the social and solidarity-based economy and the existing legal, regulatory and contractual obligations, which already, in whole or in part, provide for the information requested.The Council shall determine the conditions under which this information shall be brought to the attention of the employees.These best practices concern, in particular:

1) The procedures actually used to ensure democratic governance;2) Consultation on the design of the enterprise’s strategy;3) The territorialisation of economic activity and jobs;4) The wage policy and exemplary nature of employment, vocational trai-ning, mandatory annual negotiations, occupational health and safety, and the quality of jobs;5) The connection with users and the response to needs of populations that are not being met;6) The enterprise’s status in terms of diversity, the fight against discrimi-nations and actual gender equality in the workplace and in the governing bodies elected.

II. – When their annual general meeting is held, enterprises that are part of the social and solidarity-based economy shall present information on the application of the practices defined by the guide and, as applicable, shall hold a debate on the achievements and progress targets concerning the practices mentioned in section I.19

19 Cooperatives which must undergo a cooperative audit need not to apply this provision (Article 24 SSE Law)


III. – This guide shall be adopted on 26 June 201620 at the latest. The High Council for the Social and Solidarity-based Economy shall monitor the appli-cation of this guide and, every three years, shall publish a report that assesses the system for gathering qualitative and statistical data.

IV. – Section II shall apply at the latest two years after the publication of the guide for enterprises with less than two hundred and fifty employees and at the latest one year after said publication for enterprises with two hundred and fifty or more employees. The rules for calculating the headcounts other than employees who are present in the enterprise shall be specified by decree.

3. The French Chamber of the Social and Solidarity-based Economy: Article 5 of the SSE LawThe French Chamber of the Social and Solidarity-based Economy shall represent and promote the social and solidarity-based economy at national level.To this end, and for the benefit of enterprises in the sector, it shall represent the interests of the social and solidarity-based economy vis-à-vis the national public authorities, without prejudice to the representation remits of the trade and inter-branch organisations in the sector.The State shall sign an accreditation agreement with the French Chamber of the Social and Solidarity-based Economy.The French Chamber of the Social and Solidarity-based Economy shall be set up in the form of an association, which, as of right, shall have the full legal capacity of associations that are recognised as operating in the public interest. This association shall be formed by the national organisations that represent the various legal forms of the social and solidarity-based economy, including the commercial companies referred to in section II 2) of Article 1, and by repre-sentatives of the National Council of the regional chambers of the Social and Solidarity-based Economy.

20 “At the latest twelve months after the publication of the decree following the consultation of the Conseil d’Etat provided for in section VII of Article 4 of this law”


4. The regional chambers of the social and solidarity-based economy: Article 6 of the SSE LawThe regional chambers of the social and solidarity-based economy shall promote and develop the social and solidarity-based economy at local level. They shall be made up of enterprises that are part of the social and solidarity-based eco-nomy that have their registered office or an establishment located in their scope of authority, as well as of their regional professional organisations. Pursuant to the principle of parity, the difference between the number of women and the number of men among the representatives of each enterprise or organisation shall be one or less.They shall be grouped together within a National Council, which shall support, federate and coordinate the network of the regional chambers of the social and solidarity-based economy and shall consolidate, at national level, the economic and qualitative data that they obtain.To this end, and for the benefit of the social economy enterprises, they shall perform the following tasks, without prejudice to the remits of the professional and inter-professional organisations, and local networks of stakeholders:

1) Representation of the interests of the social and solidarity-based economy vis-à-vis the public authorities;2) Support for the creation, development and continuation of enterprises;3) Support for the training of the officers and employees of enterprises;4) Contribution to the collection, analysis and publication of economic data concerning enterprises that are part of the social and solidarity-based economy;5) Provision of information to enterprises on the European aspect of the social and solidarity-based economy and support for the establishment of links with enterprises in the sector that are established in the other Member States of the European Union;6) In the local and regional authorities governed by Article 73 of the Constitution, the development and the stimulation of international coopera-tion between the local and regional authorities concerned on the subject of the social and solidarity-based economy.

They shall have standing to sue, in particular in order to ensure that the enterprises within their scope of authority and that fall within the scope of section II 2) of Article 1 of this law in practice apply the conditions laid down in said Article.


Under conditions defined by a decree21, the regional chambers of the social and solidarity-based economy shall keep up to date and publish the list of enterprises that are part of the social and solidarity-based economy, (…)22, that are located within their scope of authority.In each region, the State’s representative in the region and the chair of the regional council shall sign an accreditation agreement with the regional chamber. The State’s representative in the region and the chair of the regional council may propose that other local and regional government branches with an interest or groups thereof be a party to this accreditation agreement.The regional chambers of the social and solidarity-based economy shall be set up in the form of associations, which, as of right, shall have the legal capacity of associations that are recognised as acting in the public interest.

5. The Inter-ministerial social and solidarity-based economy delegate: Decree no. 2015-1653 of 11 December 2015 (…)

Article 1 A social and solidarity-based economy delegate, who shall report to the Director General of the Treasury, shall be appointed by a decree issued by the Council of Ministers, following a proposal by the Minister for the Social and Solidarity-based Economy.

Article 2 The remit of the social and solidarity-based economy delegate shall be:

1) To support and promote the development of the social and solidarity-based economy at national level. In this respect, s/he shall study, propose and coordinate, within his/her scope of authority, support measures for social

21 Decree no. 2015-1732 of 22 December 2015 on the obligation for regional chambers of the social and solidarity-based economy to update and publish the list of enterprises that are governed by Article 1 of Law no. 2014-856 of 31 July 2014 on the social and solida-rity-based economy

22 “As defined by sections II 1) and 2) of Article 1”


economy enterprises, as defined by Article 1 of the aforementioned Law of 31 July 2014 and shall be associated with the design and monitoring of public support systems for the financing of these enterprises;2) To participate, in conjunction with the public authorities and the representa-tives of the enterprises that are part of the social and solidarity-based economy, in the development of social innovation and the experiments initiated by these enterprises, to identify the initiatives taken, in this regard, in France and other countries, and to assess them. In this respect, s/he shall be associated with the work of the National Anti-Poverty and Anti-Social Exclusion Council and the National Council for Integration via Economic Activity;3) To ensure, with the High Council for the Social and Solidarity-based Economy, that there is consultation between the public authorities and the organisations that are involved in the social and solidarity-based economy;4) To coordinate, at inter-ministerial level, the administrations that are in charge of the social and solidarity-based economy;5) To oversee the work of the High Council for the Social and Solidarity-based Economy and that of the High Council for Cooperation;6) To represent France, within the limit of the powers conferred on the admi-nistrations referred to in Article 3, in the relevant European and international bodies in this area;7) To coordinate the network of regional correspondents for the social and solidarity-based economy.

The delegate shall report on his/her work to the Prime Minister and to the Minister for the Social and Solidarity-based Economy.

Article 3 For the fulfilment of his/her remits, the social and solidarity-based economy delegate shall request the assistance of the departments that are placed under the authority of the Minister for the Social and Solidarity-based Economy or that are available to him/her, in particular the Directorate General for Enterprise, the Directorate General for Social Cohesion, the General Delegation for Employment and Vocational Training, the Directorate General for Labour, the Directorate for Youth, Popular Education and Community Life and the General Commission for Territorial Equality.


S/he shall request the assistance, as necessary, of the Public Finances Directorate General, the Social Security Directorate, the Civil Liberties and Legal Affairs Directorate, the General Directorate for Local Authorities and the Civil Affairs and Justice Directorate.(…)

III. SSE development platforms

The Law of 31 July 2014 supports the territorial development of the SSE via the implemen-tation of measures that make it possible to determine shared regional political strategies (through State-Region-RCSSE conferences) and facilitate synergy between stakeholders (local pole for economic cooperation).

1. Regional SSE strategies: Local policies for the social and solidarity-based economy: Article 7 of the SSE LawIn consultation with the regional chamber of the social and solidarity-based economy, as well as with the organisations and enterprises that are part of the social and solidarity-based economy, each region shall define a regional strategy for the social and solidarity-based economy and may sign contracts with the départements, municipalities and public establishments for inter-mu-nicipal cooperation that have specific tax status for the implementation of joint-ly-developed strategies and the deployment of the social and solidarity-based economy at local level.

2. SSE regional conference: Article 8 of the SSE Law

I. – The State’s representative in the region and the chair of the Regional Council shall, at least every two years, hold a regional conference on the social and solidarity-based economy that shall be attended, among others, by the members of the regional chamber of the social and solidarity-based economy, the local networks of social and solidarity-based economy stakeholders, the represen-tatives of the local authorities concerned, and the labour and management representatives concerned.


II. – During the regional conference on the social and solidarity-based economy, discussions shall be held on the directions, resources and results of the local policies to develop the social and solidarity-based economy. These discussions shall give rise to the drafting of proposals for the development of local public policies for the social and solidarity-based economy. An assessment shall also be presented on the granting of accreditation as a “socially useful solidarity-based enterprise”, as stated in Article L. 3332-17-1 of the Labour Code.Public policies for individual or grouped local authorities that are designed to boost the social and solidarity-based economy can be included in joint deve-lopment initiatives with all the stakeholders concerned. The conditions of these joint initiatives shall be based, in particular on the setting up of forums that bring together the stakeholders concerned or steps to associate citizens with the public decision-making process.

3. Local poles for economic cooperation: Article 9 of the SSE Law

I. – Local poles for economic cooperation shall be formed by bringing together, in the same locality, enterprises that are part of the social and solidarity-based economy, as defined by Article 1 of this law, which shall join with other enter-prises, in conjunction with individual and grouped local authorities, research centres, higher education establishments, training organisations or any other individual or legal entity in order to implement a common, continual strategy of pooling, cooperation or partnership, for the benefit of economic and social projects that are innovative, either socially or technologically, and that are a driving force for sustainable local development.

II. – The selection of the local poles for economic cooperation that are supported by the State, as part of calls for projects, and the support that is given to them, shall be decided by an inter-ministerial committee that brings together financiers, following a consultation of qualified individuals and representatives of individual and grouped local authorities, including Regional and General Councils.A decree23 adopted following a consultation with the Conseil d’Etat shall define the terms of application of this section II and detail, in particular, the criteria for

23 Decree no. 2015-431 of 15 April 2015 on calls for projects by local centres for economic cooperation


awarding projects on the basis of calls for projects, and how these projects will be assisted and monitored.

A . Decree no . 2015-431 of 15 April 2015 on calls for projects invol-ving local poles for economic cooperation

(…)

Article 1 Local poles for economic cooperation, with the support of the State and after launching calls for projects, shall benefit from aid that consists of, alternatively or cumulatively, subsidies and support, in particular logistics or intellectual support, in accordance with terms that are specified in the general conditions of the call for projects, which shall be drawn up by the Minister for the Social and solidarity-based economy.

Article 2 The inter-ministerial committee provided for in Article 9 of the aforementioned Law of 31 July 2014 shall be made up of ministers who provide their financial, logistics and intellectual support for calls for projects, as well as the Director General of the Caisse des dépôts et consignations or his/her representative.Its composition shall be renewed or changed each time that a new call for projects is launched.An order of the Minister for the Social and Solidarity-based Economy shall make the list of its members public.The inter-ministerial committee shall draw up its internal rules of procedure.

Article 3 Any local poles for economic cooperation that meets all of the following condi-tions may respond to a call for projects:

1) It must be a private-law legal entity;2) It shall be formed by three or more legal entities, including at least: one social economy enterprise, as defined by Article 1 of the Law of 31 July 2014; one enterprise, the by-laws of which mean that it is not part of the


social and solidarity-based economy, as defined by said same provisions, or a grouping of enterprises, provided that the majority of its members are not part of the social and solidarity-based economy; one other entity provided for by Article 9 of the same law;3) Its strategy for pooling, cooperation or partnership between its members shall be designed to serve a project that is socially or technologically innovative;4) Its project must delineate its geographical scope of activity and be designed to favour sustainable local development;5) It shall present a project that complies with the general terms and condi-tions referred to in Article 1;6) Its project must not already have benefited from support from the State following a previous call for projects involving local poles for economic cooperation.

Article 4 Before determining the list of chosen projects and the amount or form of the support provided, the inter-ministerial committee shall obtain the opinion of six qualified individuals, who shall be appointed by the Minister for the Social and Solidarity-based Economy and six representatives of individual and grouped local authorities, which shall be chosen by the Association des régions de France, the Association des départements de France and the Association des maires de France.

Article 5 Upon expiration of the period stipulated for each chosen project, an assessment shall be performed by a third party concerning the implementation of the project, in particular in light of the social, economic and environmental impact of the local poles for economic cooperation.The ministries that contribute to the financing of a project and the Caisse des dépôts et consignations shall form a monitoring committee for each local pole for economic cooperation. This committee, which shall meet at least twice a year, may be formed locally or have local liaison officers.The staggered payment of the aid allocated may be suspended in the event of the implementation of a project that does not correspond to the objectives defined and the commitments made by the local poles for economic cooperation in its response to the call for projects.


The conditions for the assessment and monitoring, in particular for the financing thereof, shall be specified in an agreement signed by the representative of the financiers and the local poles for economic cooperation.(…)

IV. Financing

The law facilitates access to financing for social economy enterprises by providing accre-ditation for “socially useful solidarity-based enterprises”, which makes it possible to benefit from specific aids and financing, in particular access to solidarity-based employee savings and tax reductions for investors. It also provides for the monitoring of access to this finan-cing. It defines the concept of social innovation and provides a legal framework for the development of local currencies.

1. Accreditation for socially useful solidarity-based enterprises: Article L3332-17-1 of the Labour Code (Article 11 of the SSE Law)

I. – Enterprises may apply for accreditation as a “socially useful solidarity-based enterprise” if they fall within the scope of Article 1 of Law no. 2014-856 of 31 July 2014 on the social and solidarity-based economy and if they meet all of the following conditions:

1) The primary objective pursued by the enterprise shall be the pursuit of social usefulness, as defined in Article 2 of the same law;2) The expense incurred by its objective of being socially useful shall have a significant impact on the enterprise’s income statement or its financial profitability;3) The enterprise’s remuneration policy shall meet the following two conditions:

a) The average of the sums paid, including bonuses, to the five highest-paid employees or officers shall not exceed, in respect of a given year for a full-time job, a limit set at seven times the annual remuneration received by a full-time employee on the basis of statutory working time and the statutory minimum wage, or the minimum wage for the industry group, if this is higher;


b) The sums paid, including bonuses, to the highest-paid employee or officer shall not exceed, in respect of a given year for a full-time job, a limit set at ten times the annual remuneration mentioned in sub-section a);

4) The enterprise’s equity securities, if any, shall not be admitted to trading on a French or foreign financial instruments market, which is operated by a trading enterprise or an investment services provider, or any other similar foreign organisation;5) The conditions mentioned in sections 1) and 3) shall be included in the by-laws.

II. – The following shall benefit as of right from the accreditation referred to in section I, provided that they meet the conditions laid down in Article 1 of the aforementioned Law no. 2014-856 of 31 July 2014 and the condition stipulated in section I 4) of this article:

1) Enterprises that provide jobs for the long-term unemployed;2) Enterprises that provide temporary jobs for the long-term unemployed;3) Temporary workers’ associations;4) Workshops and worksites that provide jobs for the long-term unemployed;5) Social integration organisations (...)24;6) Social assistance services for children;7) Social reintegration and accommodation centres;8) Neighbourhood development committees;9) Firms providing sheltered employment;10) Home work distribution centres;11) Work-based support establishments and services;12) [Social housing] organisations25;13) Public interest associations and foundations, the purpose of which is deemed to be the pursuit of social usefulness, as defined in Article 2 of the aforementioned Law no. 2014-856 of 31 July 2014;

24 “that fall within the scope of Article L. 121-2 of the Social Action and Families Code;”

25 “Accredited referred to in Article L. 365-1 of the Construction and Housing Code”


14) Organisations [that care and provide accommodation for persons in difficulties]26;15) Establishments and services that assist and provide facilities for disabled children and adults (…)27.

III. – The following shall be deemed to be socially useful solidarity-based enterprises pursuant to this article:

1) Financing organisations, at least 35% of the assets of which are issued by enterprises that are in the social and solidarity-based economy, as defined in Article 1 of the aforementioned Law no. 2014-856 of 31 July 2014, of which at least five-sevenths of the securities are issued by socially useful solidarity-based enterprises, as defined in this article;2) Credit institutions of which at least 80% of all the loans and investments are granted to socially useful solidarity-based enterprises.

IV. – socially useful solidarity-based enterprises shall be accredited by the relevant authority.

V. – A decree adopted following consultation with the Conseil d’Etat28 shall stipulate the conditions of application of this article.

A . Article R3332-21-1, as amended by Decree no . 2015-719 of 23 June 2015 - Article 1

The condition provided for in section I 2) of Article L. 3332-17-1 shall be fulfilled when either of the following two conditions is met:

1) The operating expenses linked to the activities that contribute to the pursuit of social usefulness, as defined by Article 2 of Law no. 2014-856 of 31 July 2014 on the social and solidarity-based economy, shall represent at least 66% of all the operating expenses that are recognised on the enterprise’s income statement.

26 “The organisations referred to in Article L. 265-1 of the Social Action and Families Code”

27 The organisations “referred to in sections I 2), 3) and 7) of Article L. 312-1 of the same Code”

28 Decree no. 2015-719 of 23 June 2015 on the “solidarity-based enterprise that is socially useful” accreditation governed by Article L. 3332-17-1 of the Labour Code


2) The ratio between, on the one hand, the sum of the dividends and the remuneration of the non-bank financial aid (…)29, and, on the other hand, the sum of the equity and non-bank financial aid shall be less than, over the last three financial years, [the average yield rate of the bonds of private companies published by the Minister for the Economy]30, increased by a rate of 5%. The enterprise must also make a commitment to continue to comply with the ratio thus defined throughout the duration of the accreditation.

The 5% rate increase referred to in the previous sub-paragraph may be amended by order of the Minister for the Social and Solidarity-based Economy in order to take into account changes in the financing conditions of enterprises within the limit of plus or minus one-quarter of this rate.For enterprises founded less than three months prior to the accreditation appli-cation, the conditions referred to in sections 1) and 2) shall be checked over all their financial years.

B . Article R3332-21-3, as amended by Decree no . 2015-719 of 23 June 2015 - Article 3

I. – Accreditation as a “socially useful solidarity-based enterprise” provided for in Article L. 3332-17-1 shall be issued by the Prefect for the département where the enterprise has its registered office.When the enterprise has its registered office in another Member State of the European Union, it shall submit its application for accreditation to the Prefect for the département where its main establishment is located in France.

II. – The application for accreditation shall be sent by the legal representative of the enterprise to the Prefect by any means that ensures certainty regarding the date of receipt.The contents of the file that must be appended to this application shall be defined by the Minister for the Social and Solidarity-based economy and the Minister for Labour.

29 “Referred to in Articles L. 213-5, L. 213-32 to L. 213-35, L. 313-13, L. 512-1 to L. 512-8 of the Monetary and Financial Code and sub-paragraphs 2 and 3 of Article L. 312-2 of the same Code”

30 “the average yield rate for bonds issued by private companies referred to in Article 14 of Law no. 47-1775 of 10 September 1947 that created cooperative status”


The lack of a response from the Prefect during a period of two months as from the receipt of a complete application file shall be deemed to be an acceptance decision.

III. – Accreditation shall be granted for a period of five years. By way of exception, for enterprises founded less than three years prior to the date of the accreditation application, accreditation shall be granted for a period of two years.For the renewal of the accreditation, in accordance with the rules laid down by the order referred to in sub-paragraph four, the enterprise shall provide the documents that prove compliance with the conditions provided for in Article R. 3332-21-1, throughout the period of its previous accreditation.

IV. – Accreditation shall be granted as of right for the legal entities referred to in section II of Article L. 3332-17-1, if they provide proof that these provisions are applicable to them in accordance with the rules laid down by the order referred to in sub-paragraph four.

V. – Accreditation decisions shall be published in the compendium of administra tive instruments issued by the Prefecture for the département.A national list of the enterprises that have been granted accreditation shall be made available to the public at the initiative of the Minister for the Social and Solidarity-based Economy.

C . Article R3332-21-5, as amended by Decree no . 2015-719 of 23 June 2015 - Article 4

Socially useful solidarity-based enterprises shall state in the notes to their annual financial statements the information that attests to compliance with the conditions that apply to them pursuant to sections I and II of Article L. 3332-17-1 and Articles R. 3332-21-1 and R. 3332-21-2.

D . Order of 5 August 2015 that determines the contents of the ap-plication file for accreditation as a “socially useful solidarity-based enterprise”

(…)

Article 1

I. – The accreditation application file referred to in Article R. 3332-21-3 of the


Labour Code shall contain the following documents:1) An accreditation application form that conforms to the model attached as an appendix;2) A copy of the by-laws in force;3) An excerpt from the records of the trade and companies register, as applicable;4) The last three approved annual financial statements and the most recent approved activity report, if such documents exist;5) Forecast income statements for the financial years that correspond to the duration of the accreditation requested;6) A certificate issued by the chief executive that the enterprise complies with the condition stipulated in section I 4) of Article L. 3332-17-1.

II. – By way of exception, the accreditation application file shall, as of right, for the legal entities listed in section II of Article L. 3332-17-1, contain the following documents:

1) A copy of the by-laws in force;2) Any document that shows the enterprise is part of the list stipulated in section II of Article L. 3332-17-1;3) A certificate issued by the chief executive that the enterprise complies with the condition stipulated in section I 4) of Article L. 3332-17-1.

Article 2 The application file shall be submitted in triplicate by the enterprise’s legal representative to the Prefect of the département in which the enterprise’s main establishment in France is located by any means that ensures certainty regarding the date of receipt.

Article 3 Applications to renew accreditation shall include a file with the updated docu-ments that were submitted for the previous application and the information that proves compliance with the conditions provided for in Article R. 3332-21-1 of the Labour Code throughout the period of the previous accreditation.(…)


2. Public purchasing and procurement contracts: Article 13 of the SSE Law

I. – When the total annual amount of its procurements is higher than an amount set by decree, the contracting authority or the contracting entity [other than the State and its public institutions that are not industrial or commercial in nature]31 shall adopt a scheme to promote socially and ecologically responsible public procurements. It shall be responsible for publishing said scheme.This scheme shall determine the objectives of public procurement award proce-dures that have social aspects, which aim to contribute to the social and pro-fessional integration of disabled or disadvantaged workers, and ecological aspects, as well as the terms for implementing and monitoring these objectives on an annual basis. This scheme shall also contribute to the promotion of a circular economy.

II. – In each region, an agreement shall be signed between the State’s repre-sentative and one or more organisations, such as employment centres and the legal entities that manage local multi-year plans for integration and employment, which work to facilitate access to lasting employment for persons who are excluded from the labour market, in particular by facilitating the use of social clauses in public procurement contracts. This agreement aims to facilitate the growth of these clauses, which contribute to the social and professional inte-gration of disabled or disadvantaged workers. The contracting authorities and the contracting entities [other than the State and its public institutions that are not industrial or commercial in nature]32 that are located in the region may be parties to this agreement.

A . Decree no . 2015-90 of 28 January 2015 that sets the amount provided for in Article 13 of the SSE Law

Article 1

31 “referred to in section 2) of Article 2 of the Public Procurements Code or Articles 3 and 4 of Order no. 2005-649 of 6 June 2005 on contracts awarded by certain public-law or private-law legal entities that are not subject to the Public Procurements Code, to the extent that said articles concern local authorities or legislative organisations”.

32 “referred to in section 2) of Article 2 of the Public Procurements Code or Articles 3 and 4 of the aforementioned Order no. 2005-649 of 6 June 2005 and”


The amount provided for in Article 13 of the aforementioned Law of 31 July 2014 is set at one million euros exclusive of tax.

Article 2 In order to determine the total annual amount of their procurements, the contrac-ting authorities and contracting entities concerned shall take into account the contracts signed pursuant to the Public Procurements Code or the aforementioned Order of 6 June 2005, and the partnership contracts (…).(…)

3. European social entrepreneurship funds: Article L214-153-1 of the Monetary and Financial Code (Article 14 of the SSE Law)[Professional clients or foreign investors that belong to an equivalent cate-gory]33 may invest in specialised funds (…)34 or professional venture capital funds (…)35 that have been authorised to use the name “EuSEF” pursuant to Regulation (EU) No 346/2013 of the European Parliament and of the Council, of 17 April 2013,on European social entrepreneurship funds, under conditions laid down by decree.

4. Social innovation: Article 15 of the SSE Law

I. – A project implemented by one or more enterprises shall be deemed to be a social innovation initiative if it involves the provision of products or services that have one of the following characteristics:

1) Either, the products or services must meet social needs that are not fulfilled or are poorly fulfilled, whether under current market conditions or through public policies;2) Or, the products or services must meet social needs through an innovative form of enterprise, an innovative process to produce goods or provide services,

33 “The investors referred to in Article L. 214-144”

34 “referred to in Article L. 214-154”



or through an innovative way to organise work. The consultation and design procedures for the socially innovative projects to which the beneficiaries are associated by this type of project, as well as the financing rules, are also part of social innovation.

II. – In order to benefit from public financing in respect of social innovation, the innovative nature of its activity must, moreover, cause difficulties for this enter-prise in financing its activity in full and under normal market conditions. This condition does not apply to the financing granted in respect of social innovation by the local authorities.


III. – The High Council for the Social and Solidarity-based Economy shall define the directions that will make it possible to identify a socially innovative project or activity, as defined in section I.

5. Local currencies: Article L311-5 of the Monetary and Financial Code - Article 16 of the SSE LawAdditional securities in local currencies may be issued and managed by one of the entities referred to in Article 1 of Law no. 2014-856 of 31 July 2014 on the social and solidarity-based economy if this is their sole purpose.

6. Local currencies: Article L311-6 of the Monetary and Financial Code - Article 16 of the SSE LawThe issuers and managers of additional securities in local currencies shall be subject to part I of book V when the issue or management of these securities is classified as banking services with respect to payment [including the receipt of funds that are repayable to the public, credit operations, as well as banking services with respect to payment]36, or part II of the same book, when they are classified as payment services [on a payment account] or electronic currency37.

7. Monitoring of access to financing: Article 17 of the SSE LawThe High Council for the Social and Solidarity-based Economy, the French Chamber of the Social and Solidarity-based Economy and the regional cham-bers of the social and solidarity-based economy shall monitor the access to financing of enterprises that are part of the social and solidarity-based economy, in conjunction with the Banque publique d’investissement.


37 “as defined in Article L. 314-1 section II or electronic currency, as defined by Article L. 315-1”


8. Cooperative development fund: Article 23 of the SSE LawCooperative development funds that are financed by cooperatives may be set up. Their remit shall be to support the creation of cooperative companies, to acquire stakes in cooperative companies, and to finance development programmes and training initiatives.

9. Crowdfunding: Article 95 of the SSE LawAssociations that have as their purpose to contribute to the financing of small and medium-sized enterprises and that provide interest-free loans, when they are members of a federation that is acknowledged as acting in the public interest, may organise, on a local scale, the crowdfunding of business start-up projects. In this case, they shall control how the funds collected are allocated.

V. Cooperatives

The Law of 31 July 2014 made numerous improvements to the functioning of cooperatives. The definition of cooperatives and the rules of governance have been clarified and coope-rative audit has been made uniformly applicable to all forms of cooperatives. Cooperative development funds can be set up. The creation of cooperative production companies (“SCOP”) has been facilitated by the creation of a boosting mechanism and groupings of SCOPs. The law now recognises and gives a definition to coopératives d’activité et d’emploi (cooperatives for business and employment).


VI. Insurance companies, mutual societies and provident societies

The Law has introduced a definition of co-insurance and created the possibility for joint institutions, mutual insurance companies and their unions to use joint and mutual cer-tificates. It has created a new type of union, which brings together provident societies, mutual insurance companies, insurance firms in mutual or cooperative form, cooperatives, foundations and associations. Moreover, it has improved the governance of mutual benefit organisations, and clarified the concept of an honorary member, as well as the adminis-trators’ rights and obligations.

VII. Associations and foundations

The Law has made numerous improvements to the functioning and financing of associations and foundations. For associations, it has created a definition of subsidies and encourages involvement in the non-profit sector. It facilitates the financing and grouping or merger of associations and foundations.

1. Definition of subsidies: Article 9-1 of Law no. 2000-321 of 12 April 2000 on citizens’ rights in their relations with the administrations (Article 59 of the SSE Law) Is considered a “subsidy” an optional contribution of any kind, the amount of which is determined in the instrument pursuant to which they are allocated, which is decided by the administrative authorities and the organisations that are tasked with the management of an industrial and commercial public service, which is justified by a general interest and designed to bring about an action or an investment project, or make a contribution to the development of activities or the overall financing of the activity of the private-law organisation that benefits from


them. These actions, projects or activities are initiated, defined and implemented by the private-law organisations that benefit therefrom.This contribution cannot constitute remuneration for individualised services that meet the needs of the authorities or organisations that grant them.

2. Quasi-equity debt securities in non-profit organisations: Articles L. 213-9, L.213-13 and L.213-14 of the Monetary and Financial Code (Article 70 of the SSE Law) Art. L.213-9: Contracts for the issue of bonds [issued by associations]38 may provide that they are only redeemable at the initiative of the issuer or on a date that is contingent on building up, in the time following the issue date, surpluses that exceed the nominal amount of the issue, net of any losses incurred during the same period.These bonds shall then constitute lowest-ranked debt, issued in registered form, and only be redeemable at the end of a minimum period of seven years. They shall be called quasi-equity debt securities in non-profit organisations.If several issues of such quasi-equity debt securities exist concurrently, the conditions on the building up of sufficient surpluses referred to in the first sub-pa-ragraph shall be applied in chronological order.Net surpluses that are not allocated to the redemption of a quasi-equity debt security may be allocated to quasi-equity debt securities that have not yet been redeemed. Art. L.213-13: Regarding quasi-equity debt securities (…) redemption shall be contingent on generating surpluses; this maximum increased rate shall itself be increased by remuneration defined by order of the Minister for the Economy, which may not exceed two point five points. Within this limit, the issue contract may provide for variable remuneration. The securities for which such remunera-tion is stipulated may only be subscribed for or acquired by qualified investors, excluding members of the association”; Art. L.213-14: The bonds issued by associations under the conditions provided for in this sub-section may not be held, either directly or indirectly, by their de jure or de facto officers. Their purpose is to meet development and financing

38 Referred to in Article L. 213-8


needs, and not to distribute management surpluses generated by the issuing associations to their subscribers.Bond subscriptions and transfers that are brought about in breach of the first sub-paragraph shall be incurably void.

3. Merger and demerger of associations: Articles 9 bis and 12 of the Law of 1 July 1901 on the founding contracts of associations (Article 71 of the SSE Law) Art. 9 bis:

I. – The merger of more than one association shall be decided by concurring deliberations that are adopted under the conditions required by their by-laws for their winding-up. When the merger is brought about by the creation of a new association, the draft by-laws of the new association shall be approved by concurring deliberations of each of the associations that will cease to exist; there is no need for the new association to approve the operation.The demerger of an association shall be decided under the conditions required by its by-laws for its winding-up. When the demerger is brought about by a contribution to a new association, the draft by-laws of the new association shall be approved by a deliberation of the demerged association; there is no need for the new association to approve the operation.Partial contributions of assets between associations shall be decided by concur-ring deliberations that are adopted under the conditions required by their by-laws.The associations that participate in one of the operations mentioned in the first three sub-paragraphs shall draw up a draft merger, demerger or partial contribution of assets agreement, which shall be published by media that is authorised to receive legal announcements, under the conditions and within the timeframes stipulated by the regulations.When the total value of all the contributions is of an amount at least equal to a threshold set by the regulations, the deliberations provided for in the first three sub-paragraphs shall be preceded by the review of a report drawn up by an auditor for the merger, demerger or contribution, who shall be appointed by mutual agreement between the associations making the contribution. The report shall contain an opinion on the valuation methods and on the value of the assets and liabilities of the associations concerned, and shall set out the


financial conditions of the operation. For the performance of his/her engagement, the auditor may obtain, from each of the associations, disclosure of all relevant documents and make the necessary verifications.

II. – The merger or demerger shall lead to the winding-up without liquidation of associations that cease to exist, and the transfer of all their assets and liabilities to the beneficiary associations, in the state in which they are found on the date of the definitive completion of the operation. A partial contribution of assets shall not lead to the winding-up of the association that contributes part of its assets.The members of the associations that cease to exist shall acquire the capacity of members of the association that results from the merger or demerger. (…)39

III. – Except as otherwise provided for in the contribution agreement, the merger, demerger or partial asset contribution shall take effect:

1) In the event of the creation of one or more new associations, on the date of publication in the Official Journal of the declaration of the new association or the last of the new associations;2) When the operation leads to an amendment of the by-laws that is subject to administrative approval, on the date of entry into force of said approval;3) In the other cases, on the date of the final deliberation that approved the operation.

IV. – When an association that benefits from an administrative authorisation, an accreditation, a contractual agreement or an empowerment participates in a merger, a demerger or a partial contribution of assets and it wishes to know whether the association that results from the merger or the demerger or that receives the partial contribution will benefit from the authorisation, accreditation, the contractual agreement or the empowerment for the remainder of the duration, it may consult the administrative authority, which shall rule on its request:

1) If they exist, in accordance with the rules stipulated to authorise the dis-continuance of the authorisation, the accreditation, the contractual agreement or the empowerment;2) In the other cases, under the conditions and timeframes provided for in order to grant the authorisation, accreditation, the contractual agreement or the empowerment.

39 Articles L. 236-14, L. 236-20 and L. 236-21 of the Commercial Code shall be applicable to the mergers and demergers of associations.


This section IV is not applicable to the recognition that the association is acting in the public interest.Art. 12: - The winding-up without liquidation of an association that is reco-gnised as acting in the public interest that ceases to exist due to a merger or a demerger shall be approved by a decree issued following consultation with the Conseil d’Etat. This same decree shall repeal the decree that recognises the public interest of the absorbed association.”

4. Association funds: Article 77 of the SSE LawGuarantee funds for contributions of association funds may be created. Their remit is to guarantee the taking over of the contributions of association funds from which the associations that finance these guarantee funds benefit.

5. Officer training funds: Article 79 of the SSE LawFunds to train volunteer officers that are financed by non-profit associations may be created by accredited joint collection organisations. Their remit shall be to finance and organise the training of volunteer officers in non-profit associations.


VIII. Miscellaneous provisions

1. Fair trade: section II of Article 60 of Law no. 2005-882 of 2 August 2005 for the benefit of small and medium-sized enterprises (Article 94 of the SSE Law)

II. – The purpose of fair trade is to ensure the economic and social progress of workers who are in a disadvantaged economic situation due to their preca-rious employment, their remuneration and their qualifications, organised within structures that have democratic governance, via commercial relations with a purchaser, which meet the following conditions:

1) The parties to the contract must make a mutual commitment over a period that makes it possible to limit the impact of the economic fluctuations suffered by these workers, which may not be less than three years;2) The purchaser must pay the workers a decent price, established on the basis of identified production costs and balanced negotiations between the parties to the contract;3) The purchaser must grant an additional mandatory amount that is intended for collective projects, in addition to the purchase price or that is incorporated into the purchase price, which aims to boost the workers’ capacities and autonomy, and those of their organisation.

Each enterprise that is active in these sectors must be in a position to produce information on product traceability.Enterprises that make public reference to the fact that they belong to the free trade movement shall participate in actions to raise awareness and provide teaching on production and consumption methods that are socially and ecologically sustainable.These provisions shall not prevent the application of book IV of the Commercial Code.


A decree issued following consultation with the Conseil d’Etat 40 shall detail the economic hardship criteria, as defined by the first sub-paragraph of this section II, and the contractual terms defined in sections 1) to 3).

40 Decree no. 2015-1157 of 17 September 2015 on fair trade

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JUNE 2016 FRENCH LAW: MAIN PROVISIONS Eng.pdf · 2016-07-03 · #ESS economie-sociale-solidaire.gouv.frMAIN PROVISIONS OF THE SOCIAL AN SOLIARIT BASE ECONOM 1 FRENCH LAW: MAIN PROVISIONS