Loomio
Thu 25 Jan 2018 1:13PM

Ltd Company conversion to Fairshares Co-op in Malta

SG Steve Gill Public Seen by 61

I have a well established UK Ltd company with offices in Scotland and Malta, that I want to convert into a solidarity co-op, owned by the employees and users of our software.

Maltese Co-op Law appears to struggle with multiple class of shares, and the idea of getting a return on your investment. I have a meeting with a lawyer tomorrow to discuss this in detail, but I wondered if anyone has experience of;

a. converting an established UK ltd company into a fairshares coop, and/or
b. establishing a fairshares coop in Europe (i.e. outside of UK)

CC

Chris Cook Fri 26 Jan 2018 9:30AM

My advice would be to create a Scottish Company Limited by Guarantee with user members & service provider members in both Scotland and Malta. There are a couple of ways to bring in investment. First using a UK LLP as a capital partnership (surplus sharing) SPV and secondly a class of investor members in discounted future revenues. £1 prepay credits were the original form of stock predating debt & shares of common stock.

R

Rory (FSA) Fri 26 Jan 2018 4:35PM

There is a section on conversion of companies, associations and cooperative in the book 'The Case for FairShares' (in part 1). You can download from
http://shura.shu.ac.uk/10198/

R

Rory (FSA) Fri 26 Jan 2018 11:35PM

Steve - @samtoland has created a FairShares Coop in Ireland under Irish IPS law. @eric13 created a cooperative company in the US (as a Delaware C Corp with ByLaws). There is @gordoncasey who is close to creating a coop under British Colombian Coop law, and I’ve noticed quite a few rules generated to test out registration possibilities under the New Zealand Cooperative Companies Act.

R

Rory (FSA) Sat 27 Jan 2018 11:30AM

Steve (and James) - with the epos technology that you have created, can you do what James is proposing for Locoso.co companies (allocate shares at the point of sales). For example, we read his business plan yesterday, and in that 10% of the markup on wholesale price goes to Locosoco Group plc, then the balance (of profit) is allocated, 30% Investors (in Locosoco), 30% Labour (Retailers), 40% Users (Customers). Could you (for each £1 of profit), allocate 30p to Investors, 30p to Labour and 35p to Users?

If that is possible, could 0.1% of the sale price be allocated to a fund for the development of the FairShares Model (payable to FairShares Association Ltd)? (In effect, 1p in every £10 spent in a FairShares company would fund improvements in FairShares IP and support for FairShares companies, cooperatives, associations and partners.

Just trying to think through a proposal put to FairShares Members (and Social Enterprise International Directors) yesterday. It seems to me you could ask for a contribution in one of the following in exchange for access to FairShares IP:

1) An allocation of shares (sold back to Labour / User shareholder when the company/cooperative generates a surplus).

2) A contribution in the form of a royalty - (0.1% of turnover, decreasing to 0.01% above a threshold) collected either through an epos system or by invoice based on accounts returned to regulators.

3) A bond repayable 3 (or 5) years after incorporation

4) A one-time fixed upfront payment

In return, the user of FairShares IP would:

1) Become a member of the FairShares Association Ltd
2) Have access to all FairShares IP

This includes: FairShares Rules Generator, FairShares Social Auditing Tools, FairShares Advanced Diagnostics, FairShares Wiki, FairShares Institute Courses). As revenues grow, we can employ staff to develop and support all of the above.

If FairShares Lab partners are agreeable, we might also be able to add the FairShares (Labs) Platform (which included a FairShares Planner for new enterprise creation and a FairShares eLearning and Exchange Platform).

Thoughts?

SG

Steve Gill Tue 30 Jan 2018 4:25PM

Hi Rory, it would probably be easier to chat through on the phone. You raise some interesting points and technically they are achievable.

I've been a bit busy these last few days getting things prepared here, should have more time early next week to review in detail. Thanks for all replies so far.

R

Rory (FSA) Thu 1 Feb 2018 7:09AM

Steve - suits me. In Spain at the moment, but next week I’ll have gaps to chat. Will send invite on Zoom (video conference tool) once we agree date/time