Voluntary Contributions to the Issued Share Capital
Have you thought about investing in “CONSUM, S.COOP.V.” If you are a member/partner (consumer or worker) or associate of the Cooperative, you might be interested in subscribing for voluntary contributions to the Issued Share Capital, which give a very profitable return. These are some of the main features:
Form of disbursement:
It can be disbursed by bank transfer, entry into account or check. Disbursement in cash will not be allowed.
Who can subscribe:
- Consumer members/partners.
- Employee members/partners.
Nominal Value of each contribution:
Amount of contributions:- Contributions of 150 euros and multiples of this amount.
Maximum limit per member or associate:- There is a maximum limit for individual contributions, which at any moment is determined by the Board of Governors of the Cooperative, and is currently fixed at 81,000 Euros, in a global count for all issues, so that no member or associate may have subscribed contributions totalling and accumulated over 81,000 euros. However, the associate who is a franchisee of the cooperative and who maintains his/her share capital in guarantee of payment of his/her purchases or supplies to the cooperative, will have a specific and individual upper limit, up to the amount implied in his/her risk with the cooperative.
Nominal interest rate:
Type:- The contributions give the right to receive an annual interest rate set by the Governing Council in each issue. This rate is valid for the entire six-month period and applies to both the current and previous issues.
Current rate:- The current interest rate is 2.5% per annum, effective until June 30, 2018.
Interest rate variation:- Every six months, coinciding with the interest payment, the interested party is informed of the new interest rate in force for the following period.
Payment of interest:
Value date:- The value date from which interest will accrue in favour of the member or associate will be the day following the effective disbursement of the amount corresponding to the subscribed contributions.
“Cash outlay” means:
- In the case of check, the day of delivery, according to date of receipt.
- In the case of deposit into account or bank transfer in favor of “CONSUM, S.COOP.V.”, the day of payment in the account of the latter.
Form:- The member or associate can choose to receive a crossed check made out to them, or a transfer to the account indicated by the subscriber.
Instalments:- The payment of interest is semi-annual, on June 30th and December 31th of each year.
Legal consideration and retention:- The interest paid is the return on the capital stock, and is subject to withholding at the rate in force at any given time, currently 19%.
Annual certificate of deductions:- An annual certificate of deductions will be issued in favor of the interested party, for the purposes of their Declaration of Income Tax or Corporate Income Tax, as applicable.
How to subscribe to the contributions:
Employees members and consumer members:- They can apply, without distinction, to the Store Manager or the person responsible for Voluntary Share Capital in the Central Offices of Silla (Valencia), requesting an appointment beforehand, on the telephone no. 96 197 40 00.
Associates.- They must apply to the person responsible for Voluntary Share Capital at the Headquarters of Silla (Valencia), requesting an appointment beforehand, on the telephone no. 96 197 40 00.
- In the case of employee members or individuals, ID card (Or Residency card in the case of non-nationals);
- In the case of consumer members, ID card (or Residency card in the case of non-nationals);
- In the case of associated legal entities, Fiscal number.
Provisional receipt and definitive title:- At the time of subscription, a provisional receipt is issued, and in the short term, the interested party is sent the definitive title, which includes the outstanding balance of all their voluntary contributions in force. Unless otherwise indicated by the partner or associate, this title is sent by internal mail to the centre in which the subscription has been formalised.
Refund of contributions:
Procedures in case of unsubscribing from the Cooperative:- At least 15 days in advance, the member or associate will send a letter to the Board of Governors, informing them of their wish to unsubscribe from the register, and will notify the person responsible for Voluntary Share Capital by telephone. Once this withdrawal from subscription has been processed, the return of contributions will be made effective.
Procedure with no need to unsubscribe from the Cooperative:- There are two possibilities:
- Once 3 years have elapsed since the subscription, at any time, requesting it 15 days in advance to the person responsible for Voluntary Share Capital, and signing the request for reimbursement that will be provided;
- Before 3 years have elapsed since the subscription, at any time, by means of the internal procedure of transmission of its contribution to another member or associate, signing the transmission request and refunding the contribution to the applicant within 15 days.
Redemption form:- Only by crossed check made out to the member.
Amount of reimbursement:- In all cases, the person concerned is refunded the par value of his/her contribution plus interest accrued up to the date of return (less legal withholdings), depending on how long the contribution has actually been made Power of the Cooperative.
To request any additional information you can contact the Voluntary Share Capital Manager in our Financial Department, on the telephone no. 96 197 40 00. The opening hours are from Monday to Friday, from 10 am to 2 pm.
The rules applicable to the issues of voluntary capital stock are as follows:
- Articles 55-1, 57, 60 and 61-6 of Legislative Decree 2/2015, of May 15, of the Consell, approving the Consolidated Text of the Law of Cooperatives of the Valencian Community.
- Articles 7-B), 47-1, 47-9, 48-1 and 52-1 of the Bylaws.
- Emission Agreements of the Board of Governors.
Regulations applicable to the issuing of Voluntary Share Capital in “CONSUM, S.COOP.V.”
Legislative Decree 2/2015, of May 15, for the Province of Valencia, approving the Consolidated Text of the Law of Cooperatives applicable to the Valencian Community
Article 55 Issued Share Capital
- The Cooperative’s share capital shall be made up of the obligatory and voluntary contributions of its members or partners and, as the case may be, of the associated persons (associates). At least 25% of this amount must be disbursed at the moment of its incorporation.
Share contributions, compulsory or voluntary, may be:
- a) Contributions with reimbursement rights.
b) Contributions whose reimbursement, in the event of wishing to unsubscribe, or other cases contemplated in this law, can be rejected unconditionally by the Board of Governors.
The obligatory transformation of those contributions with right of reimbursement into contributions whose reimbursement can be rejected unconditionally by the Board of Governors, or the reverse transformation, will require the agreement of the General Assembly, adopted by the majority required for the amendment of the by-laws. The dissenting partner or member may be unsubscribed from the register, this being considered as justified.
The by-laws may provide, in the case of the contributions referred to in the preceding paragraph, that when in a financial year the amount of the refunds of the contributions exceeds the percentage of capital established therein, new reimbursements are conditioned to the favourable agreement of the Board of Governors.
The partner or member who has expressly withheld his vote or was absent or dissatisfied with the establishment or decrease of this percentage may be removed, this being considered as justified. In this case, Articles 58.2, 61.9 and 10 shall also apply.
If the cooperative announces its share capital to the public, it must refer to a specific date and state the amount to be paid.
Article 57: Voluntary Contributions to the Issued Share Capital
- The General Meeting and, if provided for by the articles of association, the Board of Governors, may agree to the admission of voluntary contributions from members and associates, setting out the subscription conditions, which must respect the proportionality of contributions to equity capital made up to that moment, should this be necessary due to exceeding the number of subscription applications that can be admitted , as well as the conditions for remuneration and reimbursement of this type of contributions. In any case, the subscription period may not exceed six months from the issue agreement, and the repayment term may not be less than three years from the subscription.
- In the event that all the voluntary contributions provided for in the issue agreement are not subscribed, it shall be understood that the capital is increased by the amount to be subscribed, unless it is provided in the agreement that the increase is without effect in such case.
- Each issue agreement shall regulate the conditions of remuneration of the corresponding issue and, if applicable, the criteria for the modification of these conditions.
- The Board of Governors may decide, at the request of the holder, on the conversion of voluntary contributions into obligatory ones, as well as the transformation of obligatory contributions into voluntary ones, when these must be reduced to suit the potential cooperative use of the member or partner, or be liquidated to same in accordance with the statutes.
Article 60: Transference of the contributions and of the condition of member/ partner or associate
- Voluntary contributions are freely transferable between members and associates. Compulsory contributions may be transferred between members, provided that this is necessary to adjust the obligatory contributions to share capital that each of them must maintain in accordance with the statutes.
In both cases, the transferral must be communicated to the Board of Governors within a period of fifteen days from the time it occurs.
- The Board of Governors, upon receipt of the request for new income as members or associates, will make this public on the bulletin board at the registered office, so that, within one month, both the members and associates who wish to do so may offer in writing the contributions they are willing to cede, with the transferor maintaining the minimum obligatory contribution.
- The partner or member who, no longer meeting the necessary requirements to continue as such, and being justifiably deregistered, may transmit his/her contributions to his/her spouse, ascendants or descendants, if they are members or associates, or acquire such status in the three months following deregistration, by subscribing the necessary obligatory contributions to complete their obligatory contributions to the share capital.
- In the event of succession mortis causa, the heir(s) who so request it may claim the status of partners or members, and are entitled to entry in accordance with the statutes and this law, sharing among them the contributions of the deceased.
When two or more heirs are present in the ownership of a contribution, they will be considered as partners or members, being obliged to subscribe the contributions that may be obligatory at that moment.
The heir(s) who are not interested in joining the cooperative can demand the liquidation, without deductions, of the contributions that correspond to them.
If the statutes so provide, the condition of associate may be transferrable mortis causa, as well as their contributions.
- In the cases set forth in sections three and four, the person acquiring the contributions will not be obliged to disburse income quotas which he/she has received from a relative or a deceased person.
- The personal creditors of the partner or member will not be able to seize or execute the share capital contributions, without prejudice to exercising their rights on reimbursements, interests and returns that may correspond to the partner or member.
Article 61.Reimbursement of contributions.
- Voluntary contributions will be refunded, fully settled, under the conditions determined by the agreement that approved their issue or transferral. Unless this arrangement provided for a different scheme, voluntary contributions will be reimbursed at the time the withdrawal is due to take effect.
In no case may deductions be made on voluntary contributions and the deferral provided in the previous point may not be applied.
“CONSUM, S.COOP.V.” By-Laws
Article 7.-Of Associates:
- B) Rules regarding Economic Regime.
In order to acquire the status of associate, no subscription or disbursement of any amount as a mandatory contribution will be required, and the voluntary contribution must be subscribed and disbursed in the terms that are regulated in the following points.
- The Board of Governors may authorise the associates to make voluntary contributions to the Share Capital, without this exceeding twenty-five percent (25%) when added to the voluntary contributions of all the members, of the total contributions to the Voluntary Share Capital of the Cooperative, calculated at the time when the member disburses the contribution.
- Associates will not personally respond to shared debts.
- Transfer of contributions:-Contributions to the members’ Share Capital can only be transferred under the following concepts:
a) By “inter vivos” acts, between the associates, and the members, if authorised in the latter case by the Board of Governors.
b) By succession “mortis causa”, if the beneficiaries are associates or members, or acquire this condition within six months (6) from acceptance of the inheritance.
In both cases, the contributions transferred will be in the nature of a voluntary contribution for the acquirer, in accordance with the conditions established for the last issue by the Governing Board, in accordance with article 47-9 of These Statutes.
- Associates shall not be entitled to repayment, nor shall they be charged with losses. Nor can they carry out Cooperative activities.
- Interest from contributions: For their voluntary contributions, the associates will accrue interest at any moment in time for the respective issues of voluntary share capital, without this exceeding the maximum limit that at any time is legally fixed, although this may, however, be different from that perceived by the members, if so agreed by the Governing Council.
- Reimbursement of contributions: In case of deregistration, the associate or his/her entitled successors shall be entitled to reimbursement of their contributions, in accordance with the following rules:
a) Whatever the cause, the deductions provided for in Article 52-2 of these Statutes may not be made.
- b) The reimbursement period shall be agreed in each case between the Cooperative and the associate, but may not exceed three years, calculated from the date on which the accounts of the year in which the associate causes discharge are approved, or as the case may be, from the end of the minimum period of stay provided for in this same article, “section A) 4”.
c) The amounts pending repayment will not be subject to updating, and will give the right to receive an interest rate equal to the legal rate.
Article 47.-Of the Issued Share Capital: Obligatory and voluntary contributions.
- The share capital will be made up of the contributions of the obligatory or voluntary members or partners and, where applicable, the contributions of the members, with the right to be reimbursed in the event of withdrawal from the register, with the limitation established in article 52, paragraph 1, which will be credited by means of non-negotiable nominative securities or share capital books, in which the amounts disbursed and outstanding will have to be recorded, reflecting, as the case may be, the updates of the contributions, and the deductions of these contributions to meet the losses imputed to the member. It may also be credited by means of account entry, as determined by the Board of Governors, but in this case, the member must be sent a statement of account at least once a year.
- Voluntary contributions:- Notwithstanding the competence of the General Assembly referred to in Article 57-1 of the Cooperatives Act of the Valencian Community, and as expressly provided in these By-laws, the Board of Governors may agree to the admission of voluntary contributions from members and associates, setting the conditions for subscription, remuneration and reimbursement thereof, which may be different for each collective. The agreement will establish the maximum overall amount, terms and subscription period, which may not exceed six months (6) from the date of the agreement, as well as the criteria for the variability of the conditions of remuneration, being able to unify, if this is so stated in the respective emission agreement or later, the type of remuneration for all voluntary capital and for that period. Voluntary contributions must be fully disbursed at the time of subscription and in the event that all the voluntary contributions provided for in the issue agreement are not subscribed, it will be understood that the capital stock is increased by the amount actually subscribed, unless the agreement would have foreseen that in such a case, said issue is no longer effective. The repayment period of these contributions to the partner will not be less than three years from the subscription, without prejudice to the transferral of same, according to these Statutes.
Article 48.- Remuneration of the Capital Stock: interest.
1.- When the General Assembly (in the case of mandatory contributions) or the Board of Governors (in the case of voluntary contributions), so determines, social contributions, both mandatory and voluntary, will give the right to charge interest for the part actually disbursed. If the competent body agrees to remunerate contributions to share capital, the rate may not be higher than the maximum that is legally established at the time. In the event of compulsory contributions being paid, the interest corresponding to them shall be payable by the member and effectively paid by the Cooperative at the Ordinary General Assembly, in which the accounts for the fiscal year, in respect of which the members are paid, are approved. For Voluntary Contributions, it will be the Board of Governors’ own resolution agreement which will determine the existence or not of remuneration, the type and other conditions applicable to same. In the case of Obligatory Contributions, for there to be payment of interest it will be necessary that there are positive results or freely disposable reserves at least in the amount necessary to pay such interest. The contributions of those partners whose return has been requested and, if they exceed the statutory limit established in article 52-1, have been refused by the Board of Governors, will have a preferential right to receive the remuneration that is established.
Artículo 52.-Reimbursement of contributions
- Under the limitation set forth below, in case of removal from the cooperative, the member has the right to demand the reimbursement of his/her obligatory contributions, and the voluntary ones, if applicable, as well as the corresponding portion of the distributable voluntary reserves that could exist, in the event of withdrawal from the Cooperative. Under the same limitation, the same right aids the associate to demand the reimbursement of his/her voluntary contributions, in the event of removal from the cooperative. When in a fiscal year the amount requested for refund of contributions (both mandatory and voluntary) exceeds five percent (5%) of the total Share Capital as of the close of that year, new reimbursements requested that exceed this limit will be conditioned to the favorable agreement of the Board of Governors. Any partner that is dissatisfied with the establishment or decrease of this percentage can be removed, this being considered as justified.