The COOPSA is a form of company between the cooperative company and the private limited company which has been firstly introduced in the Luxembourg law in 1999 together with the law on pension funds (ASSEP and SEPCAV).
The Capital of the COOPSA
The COOPSA is set up on the same base than a cooperative company.
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The capital has a fixed part and a variable part, no mandatory percentage of paid in capital is provided. The capital varies upon the subscription and redemption of shares.
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The acceptance of shareholder can be stated in the M&A of the company. The redemption can be linked to a minimal period of shareholding in order to find sufficient liquidity for the redemption.
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The redemption of shares implies a reduction of the capital without any extraordinary general meeting.
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The shares are strictly non transferable to third parties.
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The contributions in specie do not need to be approved by a “Reviseur d'Entreprises” ( Auditor).
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The shares can be issued in the public (under the conditions of Règlement Grand Ducal du 28 Déc. 1990).
Management of the COOPSA
The management of the COOPSA is granted to a Board of Directors of at least 3 persons or to a Supervisory Board with a "directoire".
Shareholding
The capital can be held by any type of shareholder but by at least two persons. At the time the company is incorporated, some measures may be taken, such as:
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The liability of the shareholders is limited to their initial contribution,
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The shares are nominative but certificate of registration at the bearer can be issued,
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The shares may be granted specific rights. The right to dividends may be replaced by a funding policy.
Audit of accounts
A Commissaire is also appointed by the AGM for a determined period. He is mandated to monitor and report the financial statement of the company.
Creatrust Services:
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Company Incorporation and Set-up
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Company Domiciliation and Administration
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Accounting
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Corporate and Legal
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Tax Advisory
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V.A.T. and Tax Compliance
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