This study seeks to deepen the understanding of the social aspects of emotion in the classroom. Collaboration and conversation have the potential to generate positive emotions and foster motivation and support progressive communication and collaboration (Jones and Isroff, 2005). However, these same circumstances may bring about negative emotions and produce unique motivational barriers for students when personalities, objectives, and ideas clash (Järvelä, Lehtinen, & Salonen, 2000). As researchers (Muis et al., 2015) have shown, emotions may facilitate or constrain self-regulatory processes during learning but, to date, no research has explored how social emotions may similarly affect the co-regulation of learning (Järvelä & Hadwin, 2013), especially during learning of complex content. This study investigated the social emotions that arise during the collaborative process and explored the antecedents (control, value, and basic psychological needs) and consequences (co-regulatory processes and learning outcomes) of social emotions in the context of solving complex mathematics problems in a collaborative learning setting with elementary students. Twentynine, fifth grade students in the Montreal area were asked to solve a complex math problem in groups. Measures of task value, academic control for learning mathematics, and basic needs satisfaction in that group context were collected. Audio-recordings of the session were transcribed and coded to investigate co-regulatory processes. Results revealed that task value, control and basic needs were antecedents to the emotions that students experienced in the social context. Social emotions subsequently mediated relations between relatedness and functional co-regulatory strategies.