Art. 1 To 25 of RA 9520
Art. 1 To 25 of RA 9520
Art. 1 To 25 of RA 9520
CHAPTER I
GENERAL CONCEPTS AND PRINCIPLES
“ARTICLE 1. Title. – This Act shall be known as the “Philippine Cooperative Code of
2008”.
“ART. 2. Declaration of Policy.- It is the declared policy of the State to foster the
creation and growth of cooperatives as a practical vehicle for promoting self-reliance
and harnessing people power towards the attainment of economic development and
social justice. The State shall encourage the private sector to undertake the actual
formation and organization of cooperatives and shall create an atmosphere that is
conducive to the growth and development of these cooperatives.
“Toward this end, the Government and all its branches, subdivisions, instrumentalities
and agencies shall ensure the provision of technical guidance, financial assistance and
other services to enable said cooperatives to develop into viable and responsive
economic enterprises and thereby bring about a strong cooperative movement that is
free from any conditions that might infringe upon the autonomy or organizational
integrity of cooperatives.
“Further, the State recognizes the principle of subsidiarity under which the cooperative
sector will initiate and regulate within its own ranks the promotion and organization,
training and reserach, audit and support services relative to cooperatives with
government assistance where necessary.
All cooperatives can set-up cooperative branch office and cooperative satellite office.
Branch Office - It refers to a business office outside the principal office where
cooperative activities and business operation are undertaken as per approved
cooperative development plan.
Cooperative activities - shall refer to, but not limited to: acceptance and processing
of membership, conduct of Pre-Membership Education Seminar (PMES) and other
trainings.
“(1) Voluntary and Open Membership – Cooperatives are voluntary organizations, open
to all persons able to use their services and willing to accept the responsibilities of
membership, without gender, social, racial, cultural, political or religious discrimination.
“(2) Democrative Member Control – Cooperatives are democratic organizations that are
controlled by their members who actively participate in setting their policies and
making decisions. Men and women serving as elected representatives, directors or
officers are accountable to the membership. In primary cooperatives, members have
equal voting rights of one-member, one-vote. Cooperatives at other levels are
organized in the same democratic manner.
“(5) Education, Training and Information – Cooperatives shall provide education and
training for their members, elected and appointed representatives, managers, and
employees, so that they can contribute effectively and efficiently to the development of
their cooperatives.
(7) Concern for Community – Cooperatives work for the sustainable development of
their communities through policies approved by their members.
“(1) Member includes a person either natural or juridical who adhering to the
principles set forth in this Code and in the Articles of Cooperative, has been admitted by
the cooperative as member;
“(2) General Assembly shall mean the full membership of the cooperative duly
assembled for the purpose of exercising all the rights and performing all the obligations
pertaining to cooperatives, as provided by this Code, its articles of cooperation and
bylaws: Provided, That for cooperatives with numerous and dispersed membership, the
general assembly may be composed of delegates elected by each sector, chapter or
district of the cooperative in accordance with the rules and regulations of the
Cooperative Development Authority;
“(3) Board of Directors shall mean that body entrusted with the management of the
affairs of the cooperative under its articles of cooperation and bylaws;
“(4) Committee shall refer to anybody entrusted with specific functions and
responsibilities under the bylaws or resolution of the general assembly or the board of
directors;
“(5) Articles of Cooperation means the articles of cooperation registered under this
Code and includes a registered amendment thereof;
“(6) Bylaws means the bylaws registered under this Code and includes any registered
amendment thereof;
“(7) Registration means the operative act granting juridical personality to a proposed
cooperative and is evidenced by a certificate of registration;
“(11) Officers of the Cooperative shall include the members of the board of
directors, members of the different committee created by the general assembly, general
manager or chief executive officer, secretary, treasurer and members holding other
positions as may be provided for in their bylaws;
“(12) Social Audit is a procedure wherein the cooperative assesses its social impact
and ethical performance vis-a-vis its stated mission, vision, goals and code of social
responsibility for cooperatives to be established by the Authority in consultation with
the cooperative sector. It enables the cooperative to develop a process whereby it can
account for its social performance and evaluate its impact in the community and be
accountable for its decisions and actions to its regular members;
“(13) Performance Audit shall refer to an audit on the efficiency and effectiveness of
the cooperative as a whole; its management and officers; and its various responsibility
centers as basis for improving individual team or overall performance and for
objectively informing the general membership on such performance;
“(15) Service Cooperatives are those which provide any type of service to its
members, including but not limited to, transport, information and communication,
insurance, housing, electric, health services, education, banking, and savings and
credit;
“(16) Subsidiary Cooperative refers to any organization all or majority of whose
membership or shareholders come from a cooperative, organized for any other purpose
different from that of, and receives technical, managerial and financial assistance from,
a cooperative, in accordance with the rules and regulations of the Authority;” and
Sec. 2. Articles 6, 7, 9, 10, 11, 12, 13, 14, 16, 17, 18, 20, 21, 23, 24 and 25 of Chapter
II on Organization and Registration of the same Code are hereby amended to read as
follows:
CHAPTER II
ORGANIZATION AND REGISTRATION
“(2) To generate funds and extend credit to the members for productive and provident
purposes;
“(4) To provide goods and services and other requirements to the members;
“(6) To acquire lands and provide housing benefits for the members;
“(8) To promote and advance the economic, social and educational status of the
members;
“(9) To establish, own, lease or operate cooperative banks, cooperative wholesale and
retail complexes, insurance and agricultural/industrial processing enterprises, and public
markets;
“(10) To coordinate and facilitate the activities of cooperatives;
“(12) To ensure the viability of cooperatives through the utilization of new technologies;
“(14) To undertake any and all other activities for the effective and efficient
implementation of the provisions of this Code.
“(a) Provide goods and services to its members to enable them to attain increased
income, savings, investments, productivity, and purchasing power, and promote among
themselves equitable distribution of net surplus through maximum utilization of
economies of scale, cost-sharing and risk-sharing;
“(d) Propagate cooperative practices and new ideas in business and management;
“(e) Allow the lower income and less privileged groups to increase their ownership in
the wealth of the nation; and
“ART. 9. Cooperative Powers and Capacities. A cooperative registered under this Code
shall have the following powers, rights and capacities:
“(1) To the exclusive use of its registered name, to sue and be sued;
“(2) Of succession;
“(3) To amend its articles of cooperation in accordance with the provisions of this Code;
“(4) To adopt bylaws not contrary to law, morals or public policy, and to amend and
repeal the same in accordance with this Code;
“(5) To purchase, receive, take or grant, hold, convey, sell, lease, pledge, mortgage,
and otherwise deal with such real and personal property as the transaction of the lawful
affairs of the cooperative may reasonably and necessarily require, subject to the
limitations prescribed by law and the Constitution;
“(7) To form subsidiary cooperatives and join federations or unions, as provided in this
Code;
“(8) To avail of loans, be entitled to credit and to accept and receive grants, donations
and assistance from foreign and domestic sources, subject to the conditions of said
loans, credits, grants, donations or assistance that will not undermine the autonomy of
the cooperative. The Authority, upon written request, shall provide necessary assistance
in the documentary requirements for the loans, credit, grants, donations and other
financial support;
“(9) To avail of preferential rights granted to cooperatives under Republic Act No. 7160,
otherwise known as the Local Government Code, and other laws, particularly those in
the grant of franchises to establish, construct, operate and maintain ferries, wharves,
markets or slaughterhouses and to lease public utilities, including access to extension
and on-site research services and facilities related to agriculture and fishery activities;
“(10) To organize and operate schools in accordance with Republic Act No. 9155,
Governance of Basic Education Act of 2001 and other pertinent laws; and
“(11) To exercise such other powers granted by this Code or necessary to carry out its
purpose or purposes as stated in its Articles of cooperation.
“ART. 10. Organizing a Primary Cooperative. Fifteen (15) or more natural persons
who are Filipino citizens, of legal age, having a common bond of interest and are
actually residing or working in the intended area of operation, may organize a primary
cooperative under this Code: Provided, That a prospective member of a primary
cooperative must have completed a Pre-Membership Education Seminar (PMES).
“ART. 12. Liability. A cooperative duly registered under this Code shall have limited
liability.
Just like a corporation. The members are separate and distinct from the Cooperative.
“ART. 13. Term. A cooperative shall exist for a period not exceeding fifty (50) years
from the date of registration unless sooner dissolve or unless said period is extended.
The cooperative term, as originally stated in the articles of cooperation, may be
extended for periods not exceeding fifty (50) years in any single instance by an
amendment of the articles of cooperation, in accordance with this Code: Provided, That
no extension can be made earlier than five (5) years prior to the original or
subsequent expiry date/dates unless there are justifiable reasons for an earlier
extension as may be determined by the Authority.
(1) All cooperatives applying for registration shall file with the Authority the articles of
cooperation which shall be signed by each of the organizers and acknowledged by them
if natural persons, and by the chairpersons or secretaries, if juridical persons, before a
notary public.
“(b) The purpose or purposes and scope of business for which the cooperative is to be
registered;
“(d) The area of operation and the postal addresses of its principal office;
“(e) The names, nationality, and the postal addresses of the registrants;
“(g) The list of names of the directors who shall manage the cooperative; and
“(h) The amount of its share capital, the names and residences of its contributors and a
statement of whether the cooperative is primary, secondary or tertiary in accordance
with Article 23 hereof.
“(3) The articles of cooperation may also contain any other provisions not inconsistent
with this Code or any related law.
“(4) Four (4) copies each of the proposed articles of cooperation, bylaws, and
the general statement required under Article 11 of this Code shall be submitted to the
Authority.
“The Authority shall periodically assess the required paid-up share capital and may
increase it every five (5) years when necessary upon consultation with the cooperative
sector and the National Economic and Development Authority (NEDA).
“(a) The qualifications for admission to membership and the payment to be made or
interest to be acquired as a conditions for the exercise of the right of membership;
“(c) The circumstances under which membership is acquired, maintained and lost;
“(e) The conditions under which the transfer of a share or interest of the members
shall be permitted;
“(f) The rules and procedures on the agenda, time, place and manner of calling,
convening, conducting meetings, quorum requirements, voting systems, and other
matters relative to the business affairs of the general assembly, board of directors, and
committees;
“(g) The general conduct of the affairs of the cooperative, including the powers and
duties of the general assembly, the board of directors, committees and the officers, and
their qualifications and disqualifications;
“(h) The manner in which the capital, may be raised and the purposes for which it can
be utilized;
“(k) The manner of loaning and borrowing including the limitations thereof;
“(o) Other matters incident to the purposes and activities of the cooperative.
“ART. 16. Registration. A cooperative formed and organized under this Code acquires
juridical personality from the date the Authority issues a certificate of registration under
its official seal. All applications for registration shall be finally disposed of by the
Authority within a period of sixty (60) days from the filing thereof, otherwise the
application is deemed approved, unless the cause of the delay is attributable to the
applicant: Provided, That in case of a denial of the application for registration, an
appeal shall lie with the Office of the President within ninety (90) days from receipt
of notice of such denial: Provided, further, That failure of the Office of the President
to act on the appeal within ninety (90) days from the filing thereof shall mean approval
of said application.
Both the original and amended articles and/or bylaws shall contain all provisions
required by law to be set out in the articles of cooperation and by laws. Amendments
shall be indicated by underscoring or otherwise appropriately indicating the change or
changes made and a copy of the amended articles or amended bylaws duly certified
under oath by the cooperative secretary and a majority of the directors stating the fact
that said amendment or amendments to the articles of cooperation and/or bylaws have
been duly approved by the required vote of the members. All amendments to the article
of cooperation and/or bylaws shall be submitted to the Authority. The amendments
shall take effect upon its approval by the authority or within thirty (30) days from
the date of filing thereof if not acted upon by the Authority for a cause not attributable
to the cooperative.
“ART. 19. Contracts Executed Prior to Registration and Effects Thereof. Contracts
executed between private persons and cooperatives prior to the registration of the
cooperative shall remain valid and binding between the parties and upon registration
of the cooperative. A formal written contract shall be adopted and made in the
cooperative’s name or on its behalf prior to its registration.
(1) Two (2) or more cooperatives may merge into a single cooperative which shall
either be one of the constituent cooperatives or the consolidated cooperative.
“(3) The Authority shall issue the guidelines governing the procedure of merger or
consolidation of cooperatives. In any case, the merger or consolidation of cooperatives.
In any case, the merger or consolidation shall be effective upon the issuance of the
certificate of merger or consolidation by the Authority.
“(1) The constituent cooperatives shall become a single cooperative which, in case of
merger, shall be the surviving cooperative, and, in case of consolidation, shall be the
consolidated cooperative;
“(2) The separate existence of the constituent cooperatives shall cease, except that of
the surviving or the consolidated cooperative;
“(3) The surviving or the consolidated cooperative shall possess all the assets, rights,
privileges, immunities and franchises of each of the constituent cooperatives;
“(4) The surviving or the consolidated cooperative shall possess all the assets, rights,
privileges, immunities and franchises of each of the constituent cooperatives; and
“(5) The surviving or the consolidated cooperative shall be responsible for all the
liabilities and obligation of each of the constituent cooperatives in the same manner as
if such surviving or consolidated cooperative had itself incurred such liabilities or
obligations. Any claim, action or proceeding pending by or against any such constituent
cooperatives may be prosecuted by or against the surviving or consolidated
cooperative, as the case may be. Neither the rights of creditors nor any lien upon the
property of any such constituent cooperatives shall be impaired by such merger or
consolidation.
(1) Types of Cooperatives Cooperatives may fall under any of the following types:
“(a) Credit Cooperative is one that promotes and undertakes savings and lending
services among its members. It generates a common pool of funds in order to provide
financial assistance to its members for productive and provident purposes;
“(b) Consumers Cooperative is one of the primary purpose of which is to procure and
distribute commodities to members and non-members;
“(c) Producers Cooperative is one that undertakes joint production whether agricultural
or industrial. It is formed and operated by its members to undertake the production and
processing of raw materials or goods produced by its members into finished or
processed products for sale by the cooperative to its members and non-members. Any
end product or its derivative arising from the raw materials produced by its members,
sold in the name and for the account of the cooperative, shall be deemed a product of
the cooperative and its members;
“(d) Marketing Cooperative is one which engages in the supply of production inputs to
members and markets their products;
“(e) Service Cooperative is one which engages in medical and dental care,
hospitalization, transportation, insurance, housing, labor, electric light and power,
communication, professional and other services;
“(f) Multipurpose Cooperative is one which combines two (2) or more of the business
activities of these different types of cooperatives;
“(g) Advocacy Cooperative is a primary cooperative which promotes and advocates
corporativism among its members and the public through socially-oriented projects,
education and training, research and communication, and other similar activities to
reach out to its intended beneficiaries;
“(i) Cooperative Bank is one organized for the primary purpose of providing a wide
range of financial services to cooperatives and their members;
“(j) Dairy Cooperative is one whose members are engaged in the production of fresh
milk which may be processed and/or marketed as dairy products;
“(k) Education Cooperative is one organized for the primary purpose of owning and
operating licensed educational institutions notwithstanding the provisions of Republic
Act No. 9155, otherwise known as the Governance of Basic Education Act of 2001;
“(l) Electric Cooperative is one organized for the primary purposed of undertaking
power generations, utilizing renewable energy sources, including hybrid systems,
acquisition and operation of sub transmission or distribution to its household members;
“(m) Financial Service Cooperative is one organized for the primary purpose of
engaging in savings and credit services and other financial services;
“(o) Health Services Cooperative is one organized for the primary purpose of providing
medical, dental and other health services;
“(p) Housing Cooperative is one organized to assist or provide access to housing for the
benefit of its regular members who actively participate in the savings program for
housing. It is co-owned and controlled by its members;
“(q) Insurance Cooperative is one engaged in the business of insuring life and poverty
of cooperatives and their members;
“(r) Transport Cooperative is one which includes land and sea transportation, limited to
small vessels, as defined or classified under the Philippine maritime laws, organized
under the provisions of this Code;
“(s) Water Service Cooperative is one organized to own, operate and manage waters
systems for the provision and distribution of potable water for its members and their
households;
“(t) Workers Cooperative is one organized by workers, including the self-employed, who
are at same time the members and owners of the enterprise. Its principal purpose is to
provide employment and business opportunities to its members and manage it in
accordance with cooperative principles; and
“(b) To carry on, encourage, and assist educational and advisory work relating to its
member cooperatives;
“(c) To render services designed to encourage simplicity, efficiency, and economy in the
conduct of the business of its member cooperatives and to facilitate the implementation
of their bookkeeping, accounting, and other systems and procedures;
“(d) To print, publish, and circulate any newspaper or other publication in the interest
of its member cooperatives and enterprises;
“(f) To enter into joint ventures with national or international cooperatives of other
countries in the manufacture and sale of products and/or services in the Philippines and
abroad; and
“(g) To perform such other functions as may be necessary to attain its objectives.
“(b) To acquire, analyze, and disseminate, economic, statistical, and other information
relating to its members and to all types of cooperatives within its area of operation;
“(c) To sponsor studies in the economic, legal, financial, social and other phases of
cooperation, and publish the results thereof;
“(g) To raise funds through membership fees, dues and contributions, donations, and
subsidies from local and foreign sources whether private or government; and
“(h) To do and perform such other non-business activities as may be necessary to
attain the foregoing objectives.
“Cooperative unions may assist the national and local governments in the latter’s
development activities in their respective jurisdictions”