The cooperative association
The cooperative association as a legal entity is codified in the Act on Cooperative Associations. The cooperative association is the association of individuals as members of the cooperative association by which the commencement and the resignation of the members is allowed and has the purpose to improve the tangible interest of its members, by joint effort of their craft or by acquisition of their necessities or by payment of an advance or by providing credit.
The deed of incorporation, to be made up by a civil law notary, contains the articles of association of the cooperative association in the Dutch language. The notarial deed must contain the name of the cooperative association. Pursuant to Surinamese law the name of the cooperative association must:
- contain the word “coöperatief” or variations thereof;
- describes the nature of its objective; and
- show the manner in which the liability of its members is regulated.
If the State of Suriname is the (co-) founder of the cooperative association no notarial deed is required. A notarial deed is neither required if one of the standard model deeds of incorporation established by the Minister of Trade and Industry of Suriname, is used.
If the articles of association do not contain a provision on the liability of its member, all members are equally liable for obligations of the association and the name of the association must contain the letters ‘W.A.’ which stands for Wettelijke Aansprakelijkheid (statutory liability). If the articles of association contain a provision by which the liability of the members is limited to a certain amount the name of the association must contain the letters ‘B.A.’ which stands for Beperkte Aansprakelijkheid (limited liability). If the articles of association contain a provision by which the liability of the members is excluded the name of the association must contain the letters ‘U.A.’ which stands for Uitgesloten Aansprakelijkheid (excluded liability).
The Act on Cooperative Associations has been modified in 2017 and no longer stipulates that the cooperative association shall not commence before the President has consulted the Council of the Cooperative Associations and has declared that are no objections against the establishment of the Cooperative Association. It is also no longer required for the articles of association of the cooperative association to be published in the Official Journal of the Republic of Suriname.
This simplified process, as introduced in the modification to the Act on Cooperative Associations, reduces the start-up costs and unnecessary waiting times for the incorporation of a cooperative association.
The cooperative association must be registered in the Trade Register of the Chamber of Commerce of Suriname in accordance with the Trade Register Act after incorporation. If the cooperative association is not registered in the Trade Register, the directors of the cooperative association are jointly and severally liable. Furthermore, as long as the cooperative association is not registered, any limitation (in liability) contained in the articles of association of the cooperative association cannot be invoked against bona fide third parties.