Prohibiting The Distribution Of Indivisible Reserves On Dissolution

A co-operative's current members are its current stakeholders who are the users of its services, its producers or workers and the custodians of a co-operative's indivisible reserves for past, present and future generations. Current members have a legacy responsibility to ensure that the co-operative survives, as a strong and vibrant business enterprise, for the benefit of future generations of members and the wider community the co-operative serves.

Evidence shows that co-operatives are sustainable businesses even at times of economic crisis.4 However, like any other enterprise, co-operatives can, through changes in market conditions or the passage of time come to the end of their social and economic usefulness. Co-operatives can also be voluntarily liquidated by the free decision of their members. When this happens and members decide that a co-operative should cease to-operate and its assets be dissolved, there is no compulsion inherent in this 3rd principle that prevents the co-operative's residual asset value, which represents its indivisible reserves, being distributed to its members on the dissolution of its business. This is, however, to be discouraged because the power to distribute a co-operative's residual asset value to members at the time of its dissolution may hasten the liquidation of the co-operative. It could become a target for members and others who may wish to demutualise it to achieve unearned personal gain from the distribution of a co-operative's reserves. This offends the principle of equity, given the contribution of previous generations of members. In some countries, a co-operative's indivisible reserves are protected by a legal assetlock, which prevents their distribution to members on the winding-up or dissolution of a co-operative enterprise: they must be transferred to another co-operative or to a charity. Where such an asset-lock does not exist in national legislation, some co-operatives have protected indivisible reserves from distribution to members through provisions in their rules or bylaws which cannot be amended. This is to be encouraged.

In legal jurisdictions without an asset-lock on co-operative assets, the risk of distribution of residual assets to current members on the dissolution of a co-operative is best prevented by making provisions in the co-operative's bylaws requiring, on its dissolution, that the residual net-worth of the co-operative be given to another co-operative enterprise or to a not-for-profit community benefit or charity chosen by the members.

The ethical principle driving these restrictions is that the residual net assets of a co-operative, its indivisible reserves created by generations of co-operative members, ought not to be seen to be owned by and available for the personal benefit of current members.