Voluntary Share Capital Contributions

 

Investing in “CONSUM, S.COOP.V.” is worth your while. If you are a partner (consumer or worker) of the Cooperative, you can subscribe for voluntary holdings in share capital, offering excellent returns. These are the main characteristics:

 

Who can subscribe:

  •  Partner-consumers resident in Spain.
  • Partner-workers.

 

Method of payment:

 You will be able to make a payment via bank transfer or account deposit. Cash payments shall not be permitted.

 

Nominal value of each contribution:

Amount of contributions.- Contributions of 150 euros and multiples of this amount.

Maximum limit per partner.- There is a maximum limit for individual contributions, which is determined at any time by the Cooperative’s Board of Governors. It is currently set at 81,000 euros, taking into account all issues, in such a way that no partner may subscribe for contributions of a total and cumulative amount exceeding 81,000 euros.

 

Nominal interest rate:

Rate.- The contributions entitle the holder to a yearly interest rate set by the Board of Governors for each issue. This rate shall be effective for the entire six-month period and applies to both current and previous issues.

Current rate.- The current interest rate is 3% gross per annum, effective until 30th June 2025.

Interest rate variation.- Every six months, coinciding with the interest payment, the individual concerned shall be informed of the new interest rate in force for the subsequent period.

 

Interest payment:

Value date.- The value date from which interest shall start to be accrued in favour of the partner will be the day after the actual disbursement of the amount corresponding to the subscribed contributions.

“Actual disbursement” (deposit into account or bank transfer in favour of “CONSUM, S.COOP.V.”), shall be understood to mean the day of payment into the account of the latter.

Method.- Exclusively via bank transfer to the account indicated by the subscriber. In order to be able to subscribe for contributions, it is a prerequisite that the partner notifies the Cooperative of a bank account number (IBAN code), using the specific form generated by the cooperative, to which the interests accrued shall be paid. Consequently, no voluntary contribution shall be accepted which is not accompanied by the aforementioned bank account number, and this requirement applies to both current and previous issues.

Interest periods.- Interest is paid six-monthly on June 30th and December 31st of each year.

Legal consideration and withholding taxes.- The interest paid is investment income and is subject to the withholding tax rate in force at any given time, currently 19%.

Yearly withholding certificate.- The corresponding withholding tax certificate shall be issued to the individual concerned on a yearly basis, for personal income tax return (IRPF) purposes.

 

How to subscribe for the contributions:

Partner-consumers.- Any partner-consumer interested in subscribing for and paying voluntary share capital contributions may apply to the Manager of the Store in which they usually shop.

Partner-workers.- Any partner-worker interested in subscribing for and paying voluntary share capital contributions may apply to the Manager of the Store in which they usually shop. In the case of staff from the head office in Silla, they may also apply to the person responsible for Voluntary Share Capital from the Finance Department.

Documentation required.-

In the case of both partner-workers and partner-consumers, DNI (National ID) or NIE (Foreigners’ number);

Provisional receipt and definitive certificate.- At the time of subscription, a provisional receipt is issued, and the person concerned is promptly sent the definitive certificate, which includes the outstanding balance of all their voluntary contributions in force. This certificate is sent by ordinary mail to the partner’s address.

 

Reimbursement of contributions:

Procedure in the event of withdrawing from the Cooperative.- the partner shall send a letter to the Board of Governors informing them of his/her withdrawal from the Cooperative with at least 15 days’ notice, and shall notify the person responsible for Voluntary Share Capital by telephone. Once the withdrawal has been processed, the return of their contributions shall take effect.

Procedure without requiring withdrawal from the Cooperative.- There are two options available:

 

  1. Once 1 year has elapsed since the subscription, at any time, requesting it 15 days in advance to the person responsible for Voluntary Share Capital, and signing the reimbursement request that will be provided;
  2. Before 1 year has elapsed since the subscription, at any time, via the internal procedure for the transfer of his/her contribution to another partner, signing the transfer request and reimbursing the contribution to the applicant within 15 days.

 

Method of reimbursement.- Via nominative crossed cheque only.

Reimbursement amount.- In all cases, the individual concerned is refunded the nominal value of his/her contribution plus interest accrued up to the date of return (less legal deductions), depending on how long the contribution has actually been held by the Cooperative.

 

Additional information:

To request additional information, you can contact the person responsible for Voluntary Share Capital from our Finance Department via telephone 96 197 40 00. Office hours are from Monday to Friday, from 10am until 2pm.

 

Regulations:

The regulations that apply to the issuing of voluntary share capital are as follows:

 

  • Articles 55-1, 57, 60 and 61-6 of Legislative Decree 2/2015, of May 15, of the Council, approving the Consolidated Text of the Valencian Community Law on Cooperatives.
  • Articles 47-1, 47-9, 48-1 and 52-1 of the Articles of Association.
  • Board of Governors’ issuing agreements.

 

Legislative Decree 2/2015, of May 15, of the Council, approving the Consolidated Text of the Valencian Community Law on Cooperatives.

 

Article 55. Share capital.

  1. The Cooperative’s share capital shall comprise the compulsory and voluntary contributions of its partners and, as applicable, of the associated persons (associates). At least 25% of this amount must be disbursed at the time of its incorporation.

Compulsory or voluntary share contributions may be:

  1. a) Contributions with reimbursement rights.
  2. b) Contributions whose reimbursement, in the event of withdrawal from the cooperative or other cases provided for in this law, may be rejected unconditionally by the Board of Governors.

The compulsory conversion of contributions with reimbursement rights into contributions whose reimbursement may be rejected unconditionally by the Board of Governors, or the reverse conversion, shall require the agreement of the Board of Governors, adopted by the majority required for the amendment of the articles of association. The dissenting partner may withdraw, this being considered as justified.

The articles of association may provide, in the case of contributions referred to in the preceding paragraph, that where the amount of the refunds of the contributions in a financial year exceeds the percentage of capital established therein, new reimbursements shall be conditional upon the agreement of the Board of Governors.

The partner who has expressly withheld his vote or was absent or dissatisfied with the establishment or decrease of this percentage may withdraw, 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 figure to the public, it must refer to a specific date and state the amount to be disbursed.

 

 Article 57. Voluntary Share Capital Contributions.

  1. The General Assembly and, if provided for by the articles of association, the Board of Governors, may agree to the admission of voluntary contributions from partners and associates, establishing the subscription conditions, which must respect the proportionality of share capital contributions made by them up to that time, if this is necessary due to exceeding the number of subscription applications that can be admitted, in addition to the conditions for remuneration and reimbursement of this type of contributions. In any case, the subscription period may not exceed six months from the issuing agreement, and the reimbursement term may not be less than three years from the subscription.
  2. If all the voluntary contributions provided for in the issuing agreement are not subscribed, the capital shall be understood to be increased by the amount subscribed, unless it is provided in the agreement that the increase is without effect in such cases.
  3. Each issuing agreement shall regulate the remuneration conditions of the corresponding issue and, where applicable, the criteria for the modification of these conditions.
  4. The Board of Governors may decide, at the holder’s request, on the conversion of voluntary contributions into compulsory ones, in addition to the conversion of compulsory contributions into voluntary ones, when these must be reduced to accommodate the potential cooperative use of the partner, or be liquidated to them in accordance with the articles of association.

 

Article 60. Transfer of the contributions and of the condition of partner or associate.

  1. Voluntary contributions are freely transferable between partners and associates. Compulsory contributions may be transferred between partners, provided that this is necessary in order to adjust the compulsory contributions to share capital that each of them must maintain in accordance with the articles of association.

In both cases, the Board of Governors must be informed of the transfer within a period of fifteen days from the time it takes place.

  1. Upon receipt of the request for new admissions as partners or associates, the Board of Governors shall advertise this on the notice board at the registered office, so that, within one month, both the partners and associates who wish to do so may offer in writing the contributions they are willing to give up, with the transferor retaining the minimum compulsory contribution.
  2. Any partner who no longer meets the necessary requirements to continue as such, and is justifiably withdrawn from the cooperative, may transfer his/her contributions to his/her spouse, ascendants or descendants, if they are partners or associates, or they acquire such status in the three months following withdrawal, by subscribing for the necessary compulsory contributions to complete their compulsory contributions to the share capital.
  3. In the case of inheritance upon death, heirs may acquire the condition of partner if they so request it, and are entitled to admission in accordance with the articles of association and this law, sharing the contributions of the deceased among them.

Where two or more heirs coincide in the ownership of a contribution, they shall all be considered as partners, and shall be obliged to subscribe for the contributions that are compulsory at that time.

Any heir who is not interested in joining the cooperative may demand the liquidation, without deductions, of the contributions that correspond to them.

If provided for in the articles of association, the condition of associate may be transferable mortis causa, in addition to their contributions.

  1. In the cases referred to in sections three and four, the person acquiring the contributions shall not be obliged to pay entrance fees for contributions he/she has received from a relative or a deceased person.
  2. The personal creditors of the partner shall not be able to seize or execute capital contributions, without prejudice to exercising their rights regarding reimbursements, interests and returns that may correspond to the partner.

  

Article 61. Reimbursement of contributions.

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  1. Voluntary contributions shall be reimbursed, liquidated, under the conditions laid down by the agreement that approved their issue or conversion. Unless this arrangement provided for a different regime, voluntary contributions shall be reimbursed at the time at which the withdrawal is due to take effect, provided that the minimum reimbursement period established in this law has been complied with. Under no circumstances may deductions be made on voluntary contributions or the deferral provided in the previous point be applied.

 

Articles of Association.

 Articles 47-1, 47-9, 48-1 and 52-1 of the Articles of Association.

Article 47.- On Share Capital: compulsory and voluntary contributions.

1.- The share capital shall comprise the compulsory or voluntary contributions of the partners and, with the right to be reimbursed in the event of withdrawal with the limitation laid down in section 1 of article 52, which shall be accredited by non-negotiable registered certificates or passbooks, in which the amounts disbursed and outstanding shall have to be recorded, reflecting, as applicable, the updates of the contributions, and the deductions of these contributions to meet the losses charged to the partner.  It may also be accredited by means of book-entry, as determined by the Board of Governors, but in this case, the partner must be sent a statement of account at least once a year.

(…)

9.- Voluntary contributions:- Without prejudice to the competence of the General Assembly referred to in Article 57-1 of the Valencian Community Cooperatives Act, and as expressly provided in these Articles of Association, the Board of Governors may agree to the admission of voluntary contributions from partners, setting the conditions for subscription, remuneration and reimbursement thereof. The agreement shall establish the maximum overall amount, conditions and subscription period, which may not exceed six months (6) from the date of the agreement, in addition to the criteria for the variability of the conditions of remuneration, being able to standardise the type of remuneration for all voluntary capital and for that period, if provided for in the respective or subsequent issuing agreement. Voluntary contributions must be fully disbursed at the time of subscription and if all the voluntary contributions provided for in the issuing agreement are not subscribed, the capital shall be understood to be increased by the amount actually subscribed, unless it is provided for in the agreement that the aforementioned issue is without effect. The reimbursement period to the partner of these contributions shall be no less than one (1) year from the subscription, without prejudice to the transfer of them in accordance with these Articles of Association.

 

Article 48.- Share Capital Remuneration: interest.

1.- Where the General Assembly (in the case of compulsory contributions) or the Board of Governors (in the case of voluntary contributions), so determines, capital contributions, both compulsory and voluntary, shall give the right to charge interest for the part actually disbursed.  In the event that the competent body agrees to remunerate share capital contributions, the yearly nominal rate may not be higher than the maximum that is legally established at that time.  If compulsory contributions have to be paid, their corresponding interest shall be payable to the partner and effectively paid by the Cooperative at the Ordinary General Assembly, in which the accounts for the financial year, in respect of which the members are paid, are approved. With regard to Voluntary Contributions, the Board of Governors’ own issuing agreement shall determine whether remuneration does or does not exist, its type and other conditions applicable to it. In the case of Compulsory Contributions, in order for interest to be paid it will be a necessary requirement that there are positive results or unrestricted reserves of at least the amount required to pay this interest.  The contributions of partners whose return has been requested and, if they exceed the statutory limit set out in article 52-1, have been declined by the Board of Governors, shall have a preferential right to receive the established remuneration.

(…)

 

Article 52.- Reimbursement of contributions.

  1. Under the limitation set out below, in the event of withdrawing from the cooperative, the partner is entitled to demand the reimbursement of his/her compulsory contributions, and voluntary contributions, if applicable, in addition to the corresponding share of the distributable voluntary reserves that may exist, and that the General Assembly has decided to individualise, in the event of withdrawing from the Cooperative. Where the amount requested for the refund of contributions (both compulsory and voluntary) in a financial year exceeds five percent (5%) of the maximum Share Capital that the cooperative has had throughout its lifetime as of the close of that year, new reimbursements requested that exceed this limit shall be conditional upon the agreement of the Board of Governors.  Any partner that is dissatisfied with the establishment or decrease of this percentage may withdraw, this being considered as justified.

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