Cooperative

A cooperative is a business or organization that is owned by and operated for the benefit of those using its services. Profits and earnings that are generated by the cooperative are distributed among the members, also known as user-owners. Typically, an elected board of directors and officers run the cooperative while regular members have voting power to control the direction of the cooperative. Members can become part of the cooperative by purchasing shares, though the amount of shares they hold does not affect the weight of their vote.

Cooperatives are common in the healthcare, retail, agriculture, art, and restaurant industries.

Forming a Cooperative

Forming a cooperative is quite different from forming any other business entity. Starting up requires finding and forming a group of potential members who agree on a common need and a strategy on how to meet that need. An organizing committee will then conduct exploratory meetings, surveys, and cost and feasibility analyses, before every member agrees with the business plan. Not all cooperatives are incorporated, though many choose to do so. If you decide to incorporate your cooperative, you must complete the following steps:

• File Articles of Incorporation. The articles of incorporation legitimizes your cooperative and includes information like the name of the cooperative, business location, purpose, duration of existence, and names of the incorporators, and capital structure. Once the charter members (also known as the incorporators) file with your state business entity registration office and the articles are approved, you should create bylaws for your cooperative.
• Create Bylaws. While bylaws are not required by law, they do need to comply with state law and are essential to the success of your cooperative. Bylaws list membership requirements, duties and responsibilities, and other operational procedures that allow your cooperative to run smoothly. Articles of incorporation and bylaws must be adopted by the majority of your members according to most state laws. Consult an attorney to verify that your bylaws comply with state laws.
• Create a Membership Application. In order to recruit members and legally verify that they are part of the cooperative, you must create and issue a membership application. Membership applications include name, signatures from the board of directors, as well as rights and benefits.
• Conduct a Charter Member Meeting and Elect Directors. During this meeting, charter members discuss and amend the proposed bylaws. By the end of the meeting, all of the charter members should vote to adopt the bylaws. If the board of directors were not named in the articles of incorporation, you must designate them during the charter meeting.
• Obtain Licenses and Permits. You must obtain relevant business licenses and permits. Regulations vary by industry, state and locality. Use the Licensing & Permits tool on sbcacommunity.com to find a listing of federal, state and local permits, licenses, and registrations you’ll need to run a business.
• Hiring Employees.  If you are hiring employees, read more about federal and state regulations for employers.

Each state will have slightly different laws that govern a cooperative. Please consult an attorney, or contact your Secretary of State or State Corporation Commissioner for more information regarding the specific laws of your state.

Taxes

Most businesses will need to register with the IRS, register with state and local revenue agencies, and obtain a tax ID number or permit.

A cooperative operates as a corporation and receives a “pass-through” designation from the IRS. In other words, cooperatives do not pay federal income taxes as a business entity. Instead, the members that constitute the cooperative pay federal taxes when they file their personal income tax. Members pay federal and state income tax on the margins earned by the cooperative, though the amount of taxation varies slightly by state.  Cooperatives must follow the rules and regulations of the IRS’s Subchapter T Cooperatives tax code in order to receive this type of tax treatment.

 

To file taxes on income received from cooperatives, please refer to IRS instructions on how to file Form 2020-PATR. More information about taxable distributions received from cooperatives is available at IRS.gov. If you create a consumer cooperative for retail sales of goods or services that are generally for personal, living, or family, you will need to file Form 3491 Consumer Cooperative Exemption Application for exemption from Form 2020-PATR.

Some cooperatives like credit unions and rural utility cooperatives are exempt from federal and state taxes due to the nature of their operations. Check with your state’s income tax agency for information about state taxes.

Advantages of a Cooperative

Less Taxation. Similar to an LLC, cooperatives that are incorporated normally are not taxed on surplus earnings, also known as patronage dividends, that are refunded to members. Therefore, members of a cooperative are only taxed once on their income from the cooperative and not on both the individual and the cooperative level.

Funding Opportunities. Depending on the type of cooperative you own or participate in, there are a variety of government-sponsored grant programs to help you start. For example, the USDA Rural Development program offers grants to those establishing and operating new and existing rural development cooperatives.

Reduce Costs and Improve Products and Services. By leveraging their size, cooperatives can more easily obtain discounts on supplies and other materials and services. Suppliers are more likely to give better products and services because they are working with a customer of more substantial size. Consequently, the members of the cooperative can focus on improving products and services.

Perpetual Existence. A cooperative structure brings less disruption and more continuity to the organization of a business.  Unlike other business structures, members in a cooperative can routinely join or leave the business without causing dissolution.

Democratic Organization. Democracy is a defining feature of cooperatives.  The democratic structure of a cooperative makes sure that it serves its members’ needs. Since the amount of a member’s monetary investment in the cooperative does not affect the weight of their vote, no member-owner can dominate the decision-making process. The “one member-one vote” philosophy particularly appeals to smaller investors because they have as much say in the organization as a larger investor has.

Disadvantages of a Cooperative

Obtaining Capital through Investors. Cooperatives may suffer from slower cash flow since a member’s incentive to contribute depends on how much they use the cooperative’s services and products. Therefore, while the “one member-one vote” philosophy is appealing to small investors, larger investors may choose to invest their money elsewhere because a larger share investment in the cooperative does not translate to greater decision-making power.

Lack of Membership and Participation. If members do not fully participate and perform their duties, whether it be voting or carrying out daily operations, then the business cannot operate at full capacity. If a lack of participation becomes an ongoing issue for a cooperative, it could risk losing members.