In recent years, there has been a Slow but constant change of the Italian entrepreneurial fabricin which also the cooperative structures, traditionally linked to mutualistic principles and solidarity between members, found themselves dealing with new market needs, internal reorganizations and strategic transformations. Among the most significant operations in this scenario is the transformation from cooperative into limited liability companies, a choice that represents a passage not only technical, but above all cultural and entrepreneurial. We have reached the experts of the Mollichella studio which in addition to offering specialized advice, lead us to the heart of the dynamics.
Differences between cooperative and limited liability companies
As the cooperatives of the Cooperatives of the Mollichella studio confirms us, the cooperative, by its nature, is based on a mutual statute. The members operate to provide goods, services or job opportunities to their members at more favorable conditions than the market. This purpose is at the center of the legislation that regulates the cooperative world, placing limits to the distribution of profits, the determination of the participation fees and the management of property reserves. However, it happens more and more often that some cooperatives, born with a mutual vocation, evolve over time towards operational forms that have little to do with the original principles. The change of the economic context, the dimensional growth, the opening to new markets and the need for external investments sometimes make the cooperative form no longer suitable for supporting the development of the company. In these cases, The transformation into srl It represents a viable road, albeit complex. It is in fact aExtraordinary operation that entails a radical review of the company’s legal and accounting structurewith repercussions also on the tax and patrimonial level. The study of the consequences, the analysis of the advantages and possible risks are essential aspects to be carefully evaluated, before formally starting the process. During 2024, in Italy, only three transformations of this type occurred, given that he confirms how much the operation is still marginal but, at the same time, significant for those who undertake it.
The first element that generally leads to the transformation is the total or partial loss of the mutual requirements. As the theme of the study explains, a cooperative that no longer works mainly with its members or that is not able to guarantee better conditions than those offered by the market is likely to be in a position of regulatory and functional inconsistency. In these cases, rather than continuing to operate in a non -aligned way for its social purpose, it can be more correct, as well as more transparent, to proceed with a change in the corporate form. A second relevant reason is the desire for members to access a different patrimonial and decision -making organization. In the cooperative, in fact, the principle of the capital vote applies: each member has only one vote, regardless of the subscribed capital. In an srl, however, participation is proportional to the share owned, and this allows greater flexibility in the management, in the distribution of profits and in the planning of investments. The possibility of enhancing the invested capital, attracting new financial shareholders and precisely defining the participation fees is a key element that pushes many cooperatives to start the transformation process.
The operational phases of the transformation
The transition to Furthermore, it allows you to operate without the typical regulatory limitations of the cooperative worldlike the ban on distributing more than a certain percentage of profits, the obligation to set aside a significant share of indivisible reserves, or the need to reinvest most of the profits within the activity. These constraints, while responding to a need for protection of the mutualistic end, can be penalizing for realities that intend to operate in competitive markets, where decision -making speed and the ability to freely reinvest the available resources make the difference. From an operational point of view, The transformation requires accurate planning. It is necessary to prepare a transformation project, approved by the Shareholders’ Meeting, which describes the reasons for the operation and the asset and tax effects. It is also necessary to proceed with the esteem of the social heritage, the revision of the statute, the definition of the new participation fees, the communication to the competent bodies, as well as guaranteeing the protection of creditors and workers possibly involved. It is therefore not a mere formal act, but a real process of corporate renovation, which must be addressed with the support of expert professionals in cooperative and corporate matters. The study of the legislation, the analysis of the financial statements, the evaluation of tax sustainability and the accompaniment in the execution phase are central elements for the success of the operation. In this area, the study offers complete and personalized assistance, thanks to the long experience gained in the accounting and tax management of cooperatives.
The in -depth knowledge of mutual dynamics allows the study to understand the specific needs of each reality, carefully evaluating whether the transformation is actually the most appropriate path and, if positive, accompanying the company at every stage of the route. The transformation from Cooperative to Srl is therefore a strategic passagewhich goes beyond the simple change of the legal form. It represents a real corporate evolution, often dictated by changed governance needs, by a new entrepreneurial vision or by the need for adaptation to the economic context. It is a choice that must be weighted, designed and created with awareness, relying on those who know both the cooperative world and that of capital companies. For this, contacting a specialized study can make the difference between a successful operation and an initiative managed superficially.
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