{"id":"cooperatives-national-uniform-legislation-act-2015","name":"Co-operatives (National Uniform Legislation) Act 2015","slug":"co-operatives-national-uniform-legislation-act-2015","collection":"act","jurisdiction":"nt","status":"in_force","isInForce":true,"actNumber":null,"makingDate":null,"administeringDepartment":null,"currentVersion":{"id":29971,"registerId":"nt-cooperatives-national-uniform-legislation-act-2015-current","compilationNumber":null,"startDate":"2026-04-01","status":"InForce","reasons":null,"registeredAt":null},"sections":[{"sectionNumber":"262","sectionType":"section","heading":"Questions by members of auditors at annual general meeting","content":"262 Questions by members of auditors at annual general meeting\n(cf Corporations Act s 250T) ........................................................ 161\n\nCo-operatives (National Uniform Legislation) Act 2015 xiii\nPart 3.3 Financial reports and audit\nDivision 1 Preliminary\n263 Interpretation ............................................................................... 163\n264 General modifications to applied provisions of Chapter 2M of\nCorporations Act .......................................................................... 164\nDivision 2 Financial records\n265 Obligation to keep financial records (cf Corporations Act\ns 286) .......................................................................................... 165\n266 Language requirements (cf Corporations Act s 287) ................... 165\n267 Physical format (cf Corporations Act s 288)................................. 165\n268 Place where records are kept (cf Corporations Act s 289) .......... 166\n269 Director access (cf Corporations Act s 290) ................................ 166\nDivision 3 Annual financial reports and directors' reports\n270 Who has to prepare annual financial reports and directors'\nreports ......................................................................................... 167\n271 Small co-operative – direction by members (cf Corporations\nAct s 293 and s 315 (2)) .............................................................. 168\n272 Small co-operative – direction by Registrar (cf Corporations\nAct s 294) .................................................................................... 169\nDivision 4 Annual financial reports\n273 Contents of annual financial report (cf Corporations Act s 295)... 170\n274 Compliance with accounting standards and regulations\n(cf Corporations Act s 296) .......................................................... 171\n275 True and fair view (cf Corporations Act s 297)............................. 171\n276 Audit of annual financial report .................................................... 172\n277 Application of Corporations Act – co-operatives with quoted\nsecurities – declaration about financial statements by certain\nofficers ......................................................................................... 173\nDivision 5 Annual directors' reports\n278 Annual directors' report (cf Corporations Act s 298) .................... 173\n279 Annual directors' report – general information (cf Corporations\nAct s 299) .................................................................................... 174\n280 Annual directors' report – specific information ............................. 175\n281 Application of Corporations Act – co-operatives with quoted\nsecurities – additional information to be provided in directors'\nannual report ............................................................................... 180\n\nCo-operatives (National Uniform Legislation) Act 2015 xiv\n","sortOrder":0},{"sectionNumber":"Div 6","sectionType":"division","heading":"Half-year financial report and directors' report","content":"Division 6 Half-year financial report and directors' report\n","sortOrder":1},{"sectionNumber":"282","sectionType":"section","heading":"Application of Corporations Act – co-operatives that are","content":"282 Application of Corporations Act – co-operatives that are\ndisclosing entities – half-year financial reports and directors'\nreports ......................................................................................... 180\nDivision 7 Audit and auditor's report\n283 Application of Corporations Act – audit and auditor's report ........ 180\nDivision 8 Annual financial reporting to members\n284 Annual financial reporting to members ........................................ 181\n285 Deadline for reporting to members .............................................. 184\n286 Member's choices for annual financial information ...................... 185\n287 Consideration of reports at annual general meeting\n(cf Corporations Act s 317) .......................................................... 186\n288 Application of Corporations Act – additional reporting by\ndebenture issuers ........................................................................ 186\nDivision 9 Lodging reports and returns with Registrar\n289 Lodgment of annual reports by large co-operatives with\nRegistrar (cf Corporations Act s 319) .......................................... 187\n290 Lodgment of half-year reports with Registrar (cf Corporations\nAct s 320) .................................................................................... 187\n291 Registrar's power to require lodgment (cf Corporations Act\ns 321) .......................................................................................... 187\n292 Relodgment if financial statements or directors' reports\namended after lodgment (cf Corporations Act s 322) .................. 188\n293 Lodgment by small co-operatives of annual returns with\nRegistrar ...................................................................................... 188\nDivision 10 Special provisions about consolidated\nfinancial statements\n294 Application of Corporations Act – special provisions about\nconsolidated statements .............................................................. 189\nDivision 11 Financial years and half-years\n295 Financial year (cf Corporations Act s 323D) ................................ 189\n296 Half-year (cf Corporations Act s 323D (5))................................... 189\nDivision12 Auditors\nSubdivision 1 General provisions relating to auditors\n297 Application of Corporations Act – auditors ................................... 190\n\nCo-operatives (National Uniform Legislation) Act 2015 xv\nSubdivision 2 Appointment of auditors\n298 Appointment of auditor of small co-operative (cf Corporations\nAct s 325) .................................................................................... 190\n299 Initial appointment of auditor of large co-operative\n(cf Corporations Act s 327A)........................................................ 190\n300 Annual appointment at annual general meeting of auditor of\nlarge co-operative to fill vacancy ................................................. 191\n301 Appointment by directors or annual general meeting of auditor\nof large co-operative to fill casual vacancy (cf Corporations\nAct s 327C) .................................................................................. 194\n302 Appointment to replace auditor removed from office\n(cf Corporations Act s 327D) ....................................................... 194\n303 Registrar to be notified of appointment of auditor ........................ 195\n304 Registrar may appoint auditor if auditor removed but not\nreplaced (cf Corporations Act s 327E) ......................................... 195\n305 Registrar's general power to appoint auditor of large\nco-operative (cf Corporations Act s 327F) ................................... 196\n306 Restrictions on Registrar's powers to appoint auditor of large\nco-operative (cf Corporations Act s 327G) .................................. 197\n307 Remaining auditors may act during vacancy (cf Corporations\nAct s 327I) ................................................................................... 197\n308 Nomination of auditor (cf Corporations Act s 328B)..................... 197\n309 Auditor's consent to appointment (cf Corporations Act s 328A)... 198\nSubdivision 3 Removal and resignation of auditors\n310 Removal and resignation of auditors (cf Corporations Act\ns 329) .......................................................................................... 199\n311 Effect of winding up on office of auditor (cf Corporations Act\ns 330) .......................................................................................... 201\nSubdivision 4 Auditors' fees and expenses\n312 Fees and expenses of auditors (cf Corporations Act s 331) ........ 202\nSubdivision 5 Protection of auditors\n313 Protection of auditors ................................................................... 202\nDivision 13 Accounting and auditing standards\n314 Accounting and auditing standards.............................................. 203\n315 Interpretation of accounting and auditing standards\n(cf Corporations Act s 337) .......................................................... 203\n\nCo-operatives (National Uniform Legislation) Act 2015 xvi\nDivision 14 Exemptions and modifications\n316 Exemptions – individual co-operatives (cf Corporations Act\ns 340) .......................................................................................... 204\n317 Exemptions – classes of co-operatives (cf Corporations Act\ns 341) .......................................................................................... 205\n318 Exemptions – criteria for exemptions for individual\nco-operatives or classes of co-operatives (cf Corporations Act\ns 342) .......................................................................................... 206\n","sortOrder":2},{"sectionNumber":"319","sectionType":"section","heading":"Exemptions – non-auditor members and former members of","content":"319 Exemptions – non-auditor members and former members of\naudit firms, and former employees of audit companies\n(cf Corporations Act s 342AA) ..................................................... 207\n320 Exemptions – classes of non-auditor members etc.\n(cf Corporations Act s 342AB) ..................................................... 208\n321 Exemptions – criteria for exemptions for non-auditor members\netc. (cf Corporations Act s 342AC) .............................................. 208\n322 Exemptions from National Regulations........................................ 209\n323 Registrar's power to modify the operation of section 324DA of\nCorporations Act (cf Corporations Act s 342A) ............................ 209\n324 Auditor to notify co-operative of declaration (cf Corporations\nAct s 342B) .................................................................................. 211\n325 Modification by National Regulations (cf Corporations Act\ns 343) .......................................................................................... 211\n326 Amendment, suspension or revocation of exemption .................. 211\nDivision 15 Miscellaneous\n327 Disclosure by directors ................................................................ 212\n328 Contravention by directors of provisions of this Part\n(cf Corporations Act s 344) .......................................................... 212\n329 Submission of financial reports to Financial Reporting Panel ...... 212\n330 Notification of ASIC by Registrar of certain matters relating to\nauditor independence .................................................................. 213\nPart 3.4 Funds and property\nDivision 1 Power to raise money\n331 Meaning of obtaining of financial accommodation ....................... 213\n332 Fundraising to be in accordance with National Regulations ........ 213\n333 Limits on deposit taking ............................................................... 213\n334 Members and other persons not required to see to application\nof money ...................................................................................... 214\n335 Registrar's directions about obtaining financial\naccommodation ........................................................................... 214\n336 Subordinated debt ....................................................................... 214\n337 Application of Corporations Act – issues of debentures .............. 215\n338 Disclosure statement ................................................................... 216\n339 Restrictions on advertising and publicity ...................................... 217\n\nCo-operatives (National Uniform Legislation) Act 2015 xvii\n340 Application money to be held on trust (cf Corporations\nAct s 722) .................................................................................... 218\n341 Approval of board for transfer of debentures ............................... 218\n342 Application of Corporations Act – reissue of redeemed\ndebentures ................................................................................... 218\n343 Compulsory loan by member to co-operative .............................. 219\n344 Interest payable on compulsory loan ........................................... 220\nDivision 2 Co-operative capital units (CCUs)\n345 General nature of CCU ................................................................ 221\n346 Priority of CCUs on winding up .................................................... 222\n347 Financial accommodation provisions apply to issue of CCUs...... 222\n348 CCUs can be issued to non-members ......................................... 222\n349 Minimum requirements for rules concerning CCUs ..................... 222\n350 CCUs not to be issued unless terms of issue approved by\nRegistrar ...................................................................................... 223\n351 Directors' duties concerning CCUs .............................................. 224\n352 Redemption of CCUs ................................................................... 224\n353 Capital redemption reserve.......................................................... 224\n354 Issue of shares in substitution for redemption ............................. 225\nDivision 3 Disposal of surplus from activities\n355 Retention of surplus for benefit of co-operative ........................... 225\n356 Application for charitable purposes or approved activities ........... 225\n357 Distribution of surplus or reserves to members ........................... 226\n358 Application of surplus to other persons........................................ 227\nDivision 4 Acquisition and disposal of assets\n359 Acquisition and disposal of assets ............................................... 227\nPart 3.5 Restrictions on acquisition of interests in\nDivision 1 Restrictions on share and voting interests\n360 Notice required to be given of voting interest............................... 229\n361 Notice required to be given of substantial share interest ............. 229\n362 Requirements for notices ............................................................. 230\n363 Maximum permissible level of share interest ............................... 230\n364 Shares to be forfeited to remedy contravention ........................... 230\n365 Powers of board in response to suspected contravention ........... 231\n366 Powers of Supreme Court about contravention ........................... 231\n367 Co-operative to inform Registrar of interest over 20% ................. 232\n368 Co-operative to keep register ...................................................... 232\n369 Unlisted companies to provide list of shareholders etc. ............... 233\n370 Excess share interest not to affect loan liability ........................... 233\n\nCo-operatives (National Uniform Legislation) Act 2015 xviii\n371 Extent of operation of this Division .............................................. 234\n372 Exemptions .................................................................................. 234\nDivision 2 Restrictions on certain share offers\n373 Share offers to which this Division applies................................... 234\n374 Requirements to be satisfied before offer can be made .............. 235\n375 Some offers totally prohibited if they discriminate........................ 235\n376 Offers to be submitted to board first ............................................ 235\n377 Announcements of proposed takeovers about proposed\ncompany ...................................................................................... 236\n378 Additional disclosure requirements for offers involving\nconversion to company ................................................................ 237\n379 Consequences of prohibited offer ................................................ 238\n380 Exemptions .................................................................................. 238\nChapter 4 Structural and other events for\nPart 4.1 Appointment of administrator\nDivision 1 Introductory\n381 Operation of this Part ................................................................... 239\nDivision 2 Administration under Corporations Act\n382 Application of Corporations Act – administration of\nco-operative ................................................................................. 239\n383 Appointment of administrator by Registrar in the case of\ninsolvency .................................................................................... 240\nDivision 3 Administration – alternative procedure\n384 Operation of this Division ............................................................. 240\n385 Appointment of administrator by Registrar................................... 240\n386 Effect of appointment of administrator ......................................... 241\n387 Revocation of appointment .......................................................... 241\n388 Expenses of administration.......................................................... 242\n389 Liabilities arising from administration ........................................... 243\n390 Additional powers of Registrar ..................................................... 243\n391 Stay of proceedings ..................................................................... 244\n392 Administrator to report to Registrar.............................................. 244\nPart 4.2 Receivers and other controllers of property\n393 Application of Corporations Act – receivers and other\ncontrollers of property of co operatives ........................................ 244\n\nCo-operatives (National Uniform Legislation) Act 2015 xix\nPart 4.3 Mergers and transfers of engagements\nDivision 1 Merger or transfer of engagements\n394 Application of this Division ........................................................... 246\n395 Mergers and transfers of engagements of local co-operatives .... 246\n396 Requirements before application can be made ........................... 246\n397 Disclosure statement required ..................................................... 246\n398 Making an application .................................................................. 247\n399 Approval of merger ...................................................................... 247\n400 Approval of transfer of engagements........................................... 248\n401 Transfer of engagements by direction of Registrar ...................... 248\nDivision 2 Transfer of incorporation\n402 Meaning of new body and transfer .............................................. 249\n403 Application for transfer ................................................................. 250\n404 Requirements before application can be made ........................... 250\n405 New body ceases to be registered as co-operative ..................... 251\n406 Transfer not to impose greater liability etc. .................................. 251\n407 Effect of new certificate ............................................................... 251\n408 Copy of new certificate to be given to Registrar .......................... 252\n409 New body is a continuation of the co-operative ........................... 252\nDivision 3 Effect of merger or transfer on assets and\nliabilities\n410 How this Division applies to a merger .......................................... 252\n411 How this Division applies to a transfer of engagements .............. 253\n412 How this Division applies to a transfer of incorporation ............... 253\n413 Effect of merger or transfer on assets and liabilities .................... 253\nPart 4.4 Compromises and arrangements\nDivision 1 General requirements\n414 Requirements for binding compromise or arrangement ............... 254\n415 Court ordered meeting of creditors .............................................. 255\n416 Registrar to be given notice and opportunity to make\nsubmissions ................................................................................. 256\n417 Results of 2 or more meetings ..................................................... 257\n418 Persons disqualified from administering compromise or\narrangement ................................................................................ 257\n419 Application of Corporations Act to person appointed to\nadminister compromise or arrangement ...................................... 258\n420 Application of Corporations Act – person appointed to\nadminister compromise or arrangement ...................................... 258\n421 Copy of order to be attached to rules .......................................... 258\n422 Directors to arrange for reports.................................................... 259\n\nCo-operatives (National Uniform Legislation) Act 2015 xx\n423 Power of Court to restrain further proceedings ............................ 259\n424 Court need not approve compromise or arrangement\ntakeovers ..................................................................................... 259\n425 Provisions for facilitating reconstructions and mergers................ 260\n426 Costs for Registrar....................................................................... 261\nDivision 2 Explanatory statements\n427 Explanatory statement required to accompany notice of\nmeeting etc. ................................................................................. 261\n428 Requirements for explanatory statement ..................................... 263\n429 Contravention of this Division – offence by co-operative ............. 263\nDivision 3 Acquisition of shares of dissenting\nshareholders\n430 Definitions .................................................................................... 264\n431 Schemes and contracts to which this Division applies................. 264\n432 Acquisition of shares pursuant to notice to dissenting\nshareholder.................................................................................. 264\n433 Restrictions when excluded shares are more than 10% .............. 265\n434 Remaining shareholders may require acquisition ........................ 265\n435 Transfer of shares pursuant to compulsory acquisition ............... 266\n436 Disposal of consideration for shares compulsorily acquired ........ 267\nDivision 4 Miscellaneous\n437 Notification of appointment of scheme manager.......................... 268\n438 Power of Supreme Court to require reports ................................. 268\n439 Effect of out-of-jurisdiction compromise or arrangement ............. 269\n440 Jurisdiction to be exercised in harmony with Corporations Act\njurisdiction.................................................................................... 269\n441 Registrar may appear and be heard ............................................ 269\nPart 4.5 Winding up\n442 Methods of winding up ................................................................. 269\n443 Winding up on Registrar's certificate ........................................... 270\n444 Application of Corporations Act – voluntary winding up and\ncourt-ordered winding up ............................................................. 270\n445 Voluntary winding up – restrictions .............................................. 273\n446 Voluntary winding up – start of members' voluntary winding up .. 274\n447 Voluntary winding up – liquidator vacancy may be filled by\nRegistrar ...................................................................................... 274\n448 Distribution of surplus – non-distributing co-operatives ............... 274\n449 Review of liquidator's remuneration ............................................. 274\n450 Liability of member to contribute in a winding up if shares\nforfeited etc. ................................................................................. 275\n\nCo-operatives (National Uniform Legislation) Act 2015 xxi\nPart 4.6 Insolvency\n451 Application of Corporations Act – insolvent co-operatives ........... 276\nPart 4.7 Deregistration\n452 Method of deregistration .............................................................. 277\n453 Application of Corporations Act – deregistration .......................... 277\n454 Deregistration of co-operative ceasing to exist ............................ 278\nPart 4.8 Grounds for certain actions\n455 Grounds for appointment of administrator, transfer of\nengagements or winding up of co-operative ................................ 278\nChapter 5 Participating co-operatives\nPart 5.1 Introductory\n456 What constitutes carrying on business ........................................ 280\nPart 5.2 Participating co-operatives carrying on\nbusiness in this jurisdiction\n457 Operation of participating co-operatives in this jurisdiction .......... 280\n458 Authorisation to carry on business in this jurisdiction .................. 280\n459 Authorisation to carry on business in this jurisdiction is subject\nto conditions and restrictions of participating jurisdiction ............. 280\n460 Ceasing to be authorised to carry on business in this\njurisdiction.................................................................................... 281\n461 Withdrawal of authorisation to carry on business ........................ 281\n462 Name of participating co-operative .............................................. 282\n463 Application of Law and National Regulations to participating\nco-operatives ............................................................................... 282\nPart 5.3 General\n464 False copies of rules.................................................................... 282\n465 False copy of documents ............................................................. 283\n466 Restrictions on advertising and publicity – shares\n(cf Corporations Act s 734) .......................................................... 284\n467 Restrictions on advertising and publicity – debentures or\nCCUs ........................................................................................... 285\n468 Registrar's directions about obtaining financial\naccommodation ........................................................................... 285\n469 Name and place of origin to appear on business and other\ndocuments ................................................................................... 286\n\nCo-operatives (National Uniform Legislation) Act 2015 xxii\nPart 5.4 Winding up of participating co-operatives\nin this jurisdiction\n470 Winding up to relate to activities in this jurisdiction ...................... 287\n471 Supreme Court may order winding up ......................................... 288\n472 Application of Corporations Act – winding up of participating\nco-operatives in this jurisdiction ................................................... 288\n473 Outstanding property of participating co-operative ...................... 289\nPart 5.5 Mergers and transfers of engagements\naffecting participating co-operatives\n474 Definitions .................................................................................... 290\n475 Authority for merger or transfer of engagements ......................... 291\n476 Requirements before application can be made ........................... 291\n477 Disclosure statement required ..................................................... 291\n478 Making an application .................................................................. 293\n479 Approval of merger ...................................................................... 293\n480 Approval of transfer of engagements........................................... 294\n481 Effect of merger or transfer of engagements ............................... 294\n482 Part applies instead of certain other provisions of this Law ......... 295\nChapter 6 Supervision and protection of\nPart 6.1 Introductory\n483 Application of Chapter ................................................................. 296\nPart 6.2 Prevention of fraud and other activities\n484 Falsification of books ................................................................... 296\n485 Fraud or misappropriation............................................................ 297\n486 Offering or paying commission .................................................... 298\n487 Accepting commission ................................................................. 298\n488 False statements in loan application etc. ..................................... 298\nPart 6.3 Examining a person about a co-operative\n489 Application of Corporations Act – court-directed examinations.... 299\nPart 6.4 Supervision and inspection\n490 Definitions .................................................................................... 299\n491 Co-operative includes subsidiaries, participating co-operatives\nand co-operative ventures ........................................................... 299\n492 Appointment of inspectors ........................................................... 300\n493 Registrar and investigators have functions of inspectors............. 300\n\nCo-operatives (National Uniform Legislation) Act 2015 xxiii\n494 Inspector's identity card ............................................................... 300\n495 Production or display of inspector's identity card ......................... 300\n496 Powers of inspector ..................................................................... 301\n497 Inspector's appointment conditions.............................................. 301\n498 Entry of place............................................................................... 301\n499 Consent to entry .......................................................................... 302\n500 Inspectors may require certain persons to appear, answer\nquestions and produce documents .............................................. 303\n501 Powers of inspectors at place entered......................................... 303\n502 Functions of inspectors in relation to relevant documents ........... 304\n503 Protection from incrimination ....................................................... 304\n504 Warrants ...................................................................................... 305\n505 Warrants – applications made otherwise than in person ............. 306\n506 Requirements before executing warrant ...................................... 307\n507 General powers after entering places .......................................... 308\n508 Power to seize evidence .............................................................. 308\n509 Receipt for seized things ............................................................. 309\n510 Return of seized things ................................................................ 309\n511 Power to require name and address............................................ 309\n512 False or misleading statements ................................................... 310\n513 Power to require production of documents .................................. 310\n514 False or misleading documents ................................................... 311\n515 Obstruction of inspectors ............................................................. 311\n516 Copies or extracts of records to be admitted in evidence ............ 312\n517 Privilege ....................................................................................... 312\n518 Machinery and other provisions for warrants ............................... 313\nPart 6.5 Inquiries\n519 Definitions .................................................................................... 313\n520 Appointment of investigators ....................................................... 314\n521 Powers of investigators ............................................................... 314\n522 Examination of involved person ................................................... 315\n523 Privilege ....................................................................................... 315\n524 Offences by involved person ....................................................... 316\n525 Offences relating to documents ................................................... 317\n526 Record of examination ................................................................. 317\n527 Report of investigator .................................................................. 318\n528 Proceedings following inquiry ...................................................... 319\n529 Admission of investigator's report as evidence ............................ 319\n530 Costs of inquiry ............................................................................ 319\nPart 6.6 Special meetings and inquiries\n531 Application for special meeting or inquiry .................................... 320\n532 Holding of special meeting........................................................... 321\n533 Expenses of special meeting or inquiry ....................................... 321\n534 Power to hold special inquiry into co-operative............................ 321\n535 Special meeting following inquiry................................................. 321\n\nCo-operatives (National Uniform Legislation) Act 2015 xxiv\nChapter 7 Legal proceedings and other matters\nPart 7.1 Offences, enforcement and remedies\n536 Notice to be given of conviction for offence ................................. 322\n537 Secrecy........................................................................................ 322\n538 False or misleading statements ................................................... 324\n539 Further offence for failure to do required act................................ 325\n540 Civil remedies .............................................................................. 325\n541 Order against person concerned with co-operative\n(cf Corporations Act s 598) .......................................................... 326\n542 Injunctions ................................................................................... 327\n543 Undertakings ............................................................................... 329\n544 Offence for contravention of undertaking ..................................... 329\n545 Enforcement order on application with consent of person\ngiving undertaking ....................................................................... 329\n546 Enforcement orders after contravention of undertaking ............... 330\n547 Copy of undertaking .................................................................... 331\n548 Registration of undertakings ........................................................ 331\n549 Double jeopardy .......................................................................... 332\n550 Strict liability................................................................................. 332\n551 Time limit for starting proceedings for offence ............................. 332\n552 Authorisation to start proceedings for offence ............................. 332\nPart 7.2 Civil consequences of contravening civil\npenalty provisions\n553 Definitions (cf Corporations Act s 1317DA) ................................. 333\n554 Declarations of contravention (cf Corporations Act s 1317E) ...... 333\n555 Declaration of contravention is conclusive evidence\n(cf Corporations Act s 1317F) ...................................................... 334\n556 Pecuniary penalty orders (cf Corporations Act s 1317G)............. 335\n557 Compensation orders (cf Corporations Act s 1317H) .................. 335\n558 Who may apply for a declaration or order (cf Corporations Act\ns 1317J) ....................................................................................... 336\n559 Time limit for application for a declaration or order\n(cf Corporations Act s 1317K)...................................................... 336\n560 Civil evidence and procedure rules for declarations of\ncontravention and civil penalty orders (cf Corporations Act\ns 1317L)....................................................................................... 336\n561 Civil proceedings after criminal proceedings (cf Corporations\nAct s 317M) ................................................................................. 337\n562 Criminal proceedings during civil proceedings (cf Corporations\nAct s 1317N) ................................................................................ 337\n563 Criminal proceedings after civil proceedings (cf Corporations\nAct s 1317P) ................................................................................ 337\n564 Evidence given in proceedings for penalty not admissible in\ncriminal proceedings (cf Corporations Act s 1317Q) ................... 338\n\nCo-operatives (National Uniform Legislation) Act 2015 xxv\n565 Relief from liability for contravention of civil penalty provision\n(cf Corporations Act s 1317S)...................................................... 338\n566 Power to grant relief (cf Corporations Act s 1318) ....................... 340\n567 Irregularities (cf Corporations Act s 1322) ................................... 341\n568 Civil proceedings not to be stayed (cf Corporations Act\ns 1331) ........................................................................................ 343\n569 Standard of proof (cf Corporations Act s 1332) ........................... 343\nPart 7.3 Appeals and review\n570 Operation of Part – appeal includes review ................................. 344\n571 Appeal against refusal to approve draft rules .............................. 344\n572 Appeal against refusal to approve disclosure statement ............. 344\n573 Appeal against refusal to register co-operative............................ 344\n574 Appeal against refusal to approve amendment of rules............... 344\n575 Appeal against refusal to register amendment ............................ 345\n576 Appeal against decision of Registrar about remuneration of\nliquidator ...................................................................................... 345\n577 Appeal against notice that participating co-operative not\nauthorised to carry on business in this jurisdiction....................... 345\n578 Provisions relating to appeals ...................................................... 345\nPart 7.4 Proceedings in relation to co-operatives\n579 Bringing, or intervening in, proceedings on behalf of\nco-operative ................................................................................. 346\n580 Applying for and granting leave ................................................... 346\n581 Substitution of another person for the person granted leave ....... 347\n582 Effect of ratification by members (cf Corporations Act s 239) ...... 348\n583 Leave to discontinue, compromise or settle proceedings\nbrought, or intervened in, with leave (cf Corporations Act\ns 240) .......................................................................................... 348\n584 General powers of Supreme Court .............................................. 349\n585 Power of Supreme Court to make costs orders\n(cf Corporations Act s 242) .......................................................... 349\n586 Power of Registrar to intervene in proceedings ........................... 349\nPart 7.5 Evidentiary matters\n587 Certificate of registration .............................................................. 350\n588 Certificate evidence ..................................................................... 350\n589 Records kept by co-operatives .................................................... 351\n590 Minutes ........................................................................................ 351\n591 Official certificates ....................................................................... 351\n592 The Registrar and proceedings ................................................... 352\n593 Rules ........................................................................................... 352\n594 Co-operative's registers ............................................................... 352\n\nCo-operatives (National Uniform Legislation) Act 2015 xxvi\nChapter 8 General\nPart 8.1 Administrative and other matters\n595 Registrar of Co-operatives and other officials .............................. 353\n596 Registrar's functions .................................................................... 353\n597 Functions conferred on Registrar under corresponding\nco-operatives laws ....................................................................... 353\n598 Delegation by Registrar ............................................................... 353\n599 Register of co-operatives ............................................................. 353\n600 Keeping of register of co-operatives ............................................ 354\n601 Inspection of register of co-operatives ......................................... 354\n602 Retention of records by Registrar ................................................ 355\n603 Disposal of records by Registrar.................................................. 355\n604 Filing of documents ..................................................................... 356\n605 Way of filing ................................................................................. 356\n606 Power of Registrar to refuse to register or reject documents ....... 356\n607 Approvals by Registrar ................................................................ 357\n608 Information and evidence ............................................................ 357\n609 Extension or shortening of time ................................................... 358\nPart 8.2 Service of documents\n610 Service of documents on co-operative or participating\nco-operative ................................................................................. 358\n611 Service on member of co-operative ............................................. 359\nPart 8.3 Co-operatives National Regulations\n612 Power to make Co-operatives National Regulations ................... 359\n613 National Regulations for savings or transitional matters .............. 360\n614 Publication and commencement of National Regulations............ 361\nPart 8.4 Miscellaneous\n615 Disclosure statements ................................................................. 361\n616 Supply of information between jurisdictions ................................. 361\n617 Supply of information under reciprocal arrangements ................. 362\n618 Translations of documents........................................................... 362\n619 Qualified privilege ........................................................................ 363\n620 Stamp duty and registration fees ................................................. 363\n621 Procedures regarding giving of exemptions ................................ 363\n622 Approval of forms ........................................................................ 363\n623 Exclusion of bodies...................................................................... 363\n624 Savings and transitional provisions ............................................. 363\n\nCo-operatives (National Uniform Legislation) Act 2015 xxvii\n","sortOrder":3},{"sectionNumber":"Sch 1","sectionType":"schedule","heading":"Matters for which rules of co-operative","content":"Schedule 1 Matters for which rules of co-operative\nmust make provision (Section 56 of this\nLaw)\nSchedule 2 Relevant interests, associates, and related\ncorporations (Section 4 of this Law)\nSchedule 3 Savings and transitional provisions\n(Section 624 of this Law)\nSchedule 4 Miscellaneous provisions relating to\ninterpretation (Section 5 of this Law)\n\n____________________\nAs in force at 21 April 2023\n____________________\nCO-OPERATIVES (NATIONAL UNIFORM LEGISLATION) ACT 2015\nAn Act to provide for a national law for the formation, registration and\noperation of co-operatives, and for related purposes\n","sortOrder":4},{"sectionNumber":"Part 1","sectionType":"part","heading":"Preliminary matters","content":"Part 1 Preliminary matters\n","sortOrder":5},{"sectionNumber":"1","sectionType":"section","heading":"Short title","content":"1 Short title\nThis Act may be cited as the Co-operatives (National Uniform\nLegislation) Act 2015.\n","sortOrder":6},{"sectionNumber":"2","sectionType":"section","heading":"Commencement","content":"2 Commencement\nThis Act commences on the day fixed by the Administrator by\nGazette notice.\n","sortOrder":7},{"sectionNumber":"3","sectionType":"section","heading":"Interpretation","content":"3 Interpretation\n(1) For the purposes of this Act, the local application provisions of\nthis Act are the provisions of this Act other than the Co-operatives\nNational Law set out in the Appendix to this Act.\n(2) In the local application provisions of this Act:\nCo-operatives National Law (NT) means the provisions applying\nin this jurisdiction because of section 4(1).\nCo-operatives National Regulations means the Co-operative\nNational Regulations made under the Co-operatives National Law.\nCo-operatives National Regulations (NT) means the provisions\napplying in relation to this jurisdiction because of section 4(2).\nlocal regulations means regulations made under section 20 of this\nAct.\nthis jurisdiction means the Territory.\n\n","sortOrder":8},{"sectionNumber":"Div 1","sectionType":"division","heading":"Provisions for adoption of National Law and Regulations","content":"Division 1 Provisions for adoption of National Law and Regulations\nCo-operatives (National Uniform Legislation) Act 2015 2\n(3) Terms used in the local application provisions of this Act and also in\nthe Co-operatives National Law set out in the Appendix to this Act\nhave the same meanings in those provisions as they have in that\nLaw.\nNote for section 3\nThe Interpretation Act 1978 contains definitions and other provisions that may be\nrelevant to this Act.\nDivision 1 Provisions for adoption of National Law and\n","sortOrder":9},{"sectionNumber":"4","sectionType":"section","heading":"Adoption of Co-operatives National Law and Regulations","content":"4 Adoption of Co-operatives National Law and Regulations\n(1) The Co-operatives National Law set out in the Appendix to this Act:\n(a) applies as a law of this jurisdiction; and\n(b) as so applying may be referred to as the Co-operatives\nNational Law (NT); and\n(c) as so applying, is a part of this Act.\n(2) The Co-operatives National Regulations, as in force from time to\ntime:\n(a) apply as National Regulations in force for the Co-operatives\nNational Law (NT), subject to modifications prescribed by the\nlocal regulations; and\n(b) as so applying, may be referred to as the Co-operatives\nNational Regulations (NT).\n","sortOrder":10},{"sectionNumber":"5","sectionType":"section","heading":"Uniform adoption of nationally approved amendments to","content":"5 Uniform adoption of nationally approved amendments to\nCo-operatives National Law\n(1) The Administrator may, by regulation under section 20, amend the\nAppendix to this Act to give effect in this jurisdiction to any\nnationally approved amendment.\namend includes insert, omit and repeal a provision.\nnationally approved amendment means an amendment of the\nCo-operatives National Law set out in the Appendix to the\n\nCo-operatives (National Uniform Legislation) Act 2015 3\nCo-operatives (Adoption of National Law) Act 2012 (NSW) that is of\na kind that has been approved by the Ministerial Council in\naccordance with the Australian Uniform Co-operative Laws\nAgreement:\n(a) the parties to which are the States and Territories; and\n(b) which came into force on 21 January 2012 (being the date\nwhen it had been executed by all the parties).\n","sortOrder":11},{"sectionNumber":"6","sectionType":"section","heading":"Exclusion of legislation of this jurisdiction","content":"6 Exclusion of legislation of this jurisdiction\n(1) Even though the Interpretation Act 1978 applies to the local\napplication provisions of this Act, it does not apply to the Co-\noperatives National Law (NT) or the Co-operatives National\nRegulations (NT) or to other instruments made under that Law\nother than:\n(a) as provided in section 7; or\n(b) as prescribed by regulation under section 20 for this\n(2) An Act prescribed by regulation under section 20 does not apply to\nthe Co-operatives National Law (NT) or the Co-operatives National\nRegulations (NT) or to other instruments made under that Law.\n","sortOrder":12},{"sectionNumber":"7","sectionType":"section","heading":"Disallowance of Co-operatives National Regulations (NT)","content":"7 Disallowance of Co-operatives National Regulations (NT)\nSections 63(b) and 63C of the Interpretation Act 1978 apply to the\nCo-operatives National Regulations (NT) as if they were regulations\nmade under an Act.\n","sortOrder":13},{"sectionNumber":"Div 2","sectionType":"division","heading":"Provisions for interpretation of National Law as","content":"Division 2 Provisions for interpretation of National Law as\nadopted\n","sortOrder":14},{"sectionNumber":"8","sectionType":"section","heading":"Meaning of generic terms","content":"8 Meaning of generic terms\nIn the Co-operatives National Law (NT):\npolice officer means a member of the Police Force.\npublic sector official means a public sector employee or a Chief\nExecutive Officer as mentioned in section 19 of the Public Sector\nEmployment and Management Act 1993.\nRegistrar means the Commissioner as defined in section 4(1) of\nthe Consumer Affairs and Fair Trading Act 1990.\nthis jurisdiction means the Territory.\n\nCo-operatives (National Uniform Legislation) Act 2015 4\n","sortOrder":15},{"sectionNumber":"9","sectionType":"section","heading":"Meaning of other terms","content":"9 Meaning of other terms\n(1) For the definition designated authority in section 4 of the\n(a) the Registrar is the designated authority for sections 15, 601\nand 622 of the Law; and\n(b) the Minister is the designated authority for sections 492, 494\nand 520 of the Law; and\n(c) a Local Court Judge is the designated authority for sections\n504 and 505 of the Law.\n(2) For the definition designated instrument in section 4 of the\n(a) an order in writing in the approved form is a designated\ninstrument for the provisions of that Law specified in\nSchedule 1 to this Act for the person or class (if any) or in the\ncircumstances (if any) specified opposite in column 2 of that\nSchedule; and\n(b) a notice published in the Gazette in the approved form is a\ndesignated instrument for the provisions of that Law specified\nin Schedule 1 to this Act for the person or class (if any) or in\nthe circumstances (if any) specified opposite in column 3 of\nthat Schedule; and\n(c) a written notice in the approved form is a designated\ninstrument for section 443(5) of that Law.\n(3) For the definition designated tribunal in section 4 of the\n(a) the Supreme Court is the designated tribunal for all provisions\nof that Law, except Part 7.3; and\n(b) the Civil and Administrative Tribunal is the designated tribunal\nfor Part 7.3 of that Law.\n","sortOrder":16},{"sectionNumber":"10","sectionType":"section","heading":"Adjustment of date referred to in Corporations Act as adopted","content":"10 Adjustment of date referred to in Corporations Act as adopted\nFor section 201(b) of the Co-operatives National Law (NT), the\nreference to 23 June 1993 is to be read as a reference to the date\non which this Act commences.\n\nCo-operatives (National Uniform Legislation) Act 2015 5\n","sortOrder":17},{"sectionNumber":"11","sectionType":"section","heading":"Deregistration","content":"11 Deregistration\n(1) For section 453(d) of the Co-operatives National Law (NT),\nreferences in sections 601AD to 601AF of the Corporations Act to\nthe Commonwealth are to be read as references to the Territory.\n(2) For section 453(e) of the Co-operatives National Law (NT),\nreferences in section 601AE of the Corporations Act to crediting an\namount to a Special Account (within the meaning of the Financial\nManagement and Accountability Act 1997 (Cth)) are to be read as\nreferences to crediting the amount to the Central Holding Authority.\n","sortOrder":18},{"sectionNumber":"12","sectionType":"section","heading":"Costs of inquiry","content":"12 Costs of inquiry\nFor section 530(3)(b) of the Co-operatives National Law (NT), the\nprescribed entity is the Territory.\n","sortOrder":19},{"sectionNumber":"13","sectionType":"section","heading":"Secrecy","content":"13 Secrecy\n(1) For section 537(4)(c) of the Co-operatives National Law (NT),\ninformation may be divulged to the following persons:\n(a) the Treasurer;\n(b) the Under Treasurer\n(c) the Auditor-General;\n(d) a Board of Inquiry under the Inquiries Act 1945;\n(e) a Territory court, as defined in the Evidence (National Uniform\nLegislation) Act 2011;\n(f) the Commissioner of Consumer Affairs, as mentioned in\nsection 6 of the Consumer Affairs and Fair Trading Act 1990.\n(2) For the definition former Act in section 537(6) of the Co-operatives\nNational Law (NT), the Co-operatives Act, as in force before the\ncommencement of this Act, is the former Act.\n","sortOrder":20},{"sectionNumber":"14","sectionType":"section","heading":"Pecuniary penalty orders","content":"14 Pecuniary penalty orders\n(1) For section 556(2) of the Co-operatives National Law (NT), a\npecuniary penalty ordered to be paid in this jurisdiction is to be paid\ninto the Central Holding Authority.\n(2) The penalty is a debt payable to the Territory that is recoverable by\nthe Registrar on behalf of the Territory in a court of competent\n\nCo-operatives (National Uniform Legislation) Act 2015 6\n","sortOrder":21},{"sectionNumber":"15","sectionType":"section","heading":"Duty on transfer of incorporation","content":"15 Duty on transfer of incorporation\n(1) This section applies if:\n(a) a co-operative that transfers its incorporation under Part 4.3,\nDivision 2, of the Co-operatives National Law (NT) was, before\nits registration as a co-operative under that Law, a company\nunder the Corporations Act or any corresponding previous law\nof the Territory; and\n(b) duty had been paid on its incorporation as such a company in\nrespect of the amount of the nominal capital of the company\n(or, if subsequently increased on the amount of its nominal\ncapital, as so increased).\n(2) Any duty paid is to be taken into account and included in assessing\nthe duty payable on the incorporation or registration of the new\nbody in relation to the transfer.\n","sortOrder":22},{"sectionNumber":"16","sectionType":"section","heading":"Registration fees","content":"16 Registration fees\nNo fee is chargeable under this or any other Act for the registration\nof an instrument executed or registered for, or with respect to, a\ntransfer of any property to give effect to section 413 or 481 of the\nCo-operatives National Law (NT) in respect of:\n(a) a merger of co-operatives; or\n(b) a transfer of engagements; or\n(c) a transfer of incorporation.\n","sortOrder":23},{"sectionNumber":"17","sectionType":"section","heading":"Proceedings for offences","content":"17 Proceedings for offences\n(1) Proceedings for an offence may be commenced:\n(a) no later than 5 years after the alleged commission of the\noffence; and\n(b) by the Registrar or a person authorised in writing by the\noffence means an offence under:\n(a) this Act; or\n\nDivision 2 Co-operatives (National Uniform Legislation) Act 2015\nCo-operatives (National Uniform Legislation) Act 2015 7\n(b) the local regulations; or\n(c) the Co-operatives National Law (NT); or\n(d) the Co-operatives National Regulations (NT).\n","sortOrder":24},{"sectionNumber":"18","sectionType":"section","heading":"Proceedings for recovery of fines or penalties under","content":"18 Proceedings for recovery of fines or penalties under\nco-operatives rules\nProceedings for the recovery of any fine or penalty imposed by the\nrules of a co-operative may be commenced in the Local Court on\napplication by the co-operative.\n","sortOrder":25},{"sectionNumber":"19","sectionType":"section","heading":"Acquisition on just terms","content":"19 Acquisition on just terms\nIf the operation of the Co-operatives National Law (NT) would, apart\nfrom this section, result in an acquisition of property from a person\notherwise than on just terms:\n(a) the person is entitled to receive from the Territory the\ncompensation necessary to ensure the acquisition is on just\nterms; and\n(b) a court of competent jurisdiction may decide the amount of\ncompensation or make the orders it considers necessary to\nensure the acquisition is on just terms.\n20 Regulations\nThe Administrator may make regulations under this Act.\nDivision 1 Repeals\n21 Repeals\nThe Co-operatives Act is repealed.\nDivision 2 Co-operatives (National Uniform Legislation)\nAct 2015\n22 Definitions\ncommencement means the day on which this Division\ncommences.\n\nDivision 2 Co-operatives (National Uniform Legislation) Act 2015\nCo-operatives (National Uniform Legislation) Act 2015 8\n","sortOrder":26},{"sectionNumber":"23","sectionType":"section","heading":"National Regulations made before commencement","content":"23 National Regulations made before commencement\nRegulations made by the Governor of New South Wales under\nsection 612 of the Co-operatives National Law set out in the\nAppendix to the Co-operatives (Adoption of National Law)\nAct 2012 (NSW) before the commencement have effect in this\njurisdiction as if they were made under that section on the\ncommencement.\n","sortOrder":27},{"sectionNumber":"24","sectionType":"section","heading":"Registration of co-operatives","content":"24 Registration of co-operatives\n(1) This section applies to a co-operative that is registered under the\nCo-operatives Act as in force immediately before the\ncommencement.\n(2) On commencement, the co-operative becomes a co-operative\nregistered under the Co-operatives (National Uniform Legislation)\nAct 2015.\n\nCo-operatives (National Uniform Legislation) Act 2015 9\nsection 9(2)\nProvision of\nCo-operatives\nNational Law (NT)\nDesignated\ninstrument is an order\nin writing\nDesignated\ninstrument is a notice\npublished in the\nGazette\nsection 33(1)\n(certificate of\nregistration)\nsection 35(5)\n(exemption from special\npostal ballot for\namendment of rules of\nconversion)\nsection 60(2)\n(specifying rule\namendments requiring\nprior approval by\nRegistrar)\nsection 71(1)\nprovisions of Part 2.4,\nDivision 2)\nsection 92(6)\ncomplying with\ndisclosure direction)\nsection 171(1)\nrequirements in\n","sortOrder":28},{"sectionNumber":"Part 2","sectionType":"part","heading":"6, Division 5)","content":"Part 2.6, Division 5)\nsection 221(1)\n(approval of omission of\n\"Limited\" or \"Ltd\" from\nname)\n\nCo-operatives (National Uniform Legislation) Act 2015 10\nsection 226(6)\nrequirement to display\nlocation notice)\nfor individual small\nco-operatives or all\nsmall co-operatives\nsection 316(1)\n(exemption for\nindividual co-operative\nfrom accounting and\nauditing provisions)\nsection 317(1)\n(exemption for class of\nco-operatives from\nsection 319(1)\n(exemption for\nnon-auditor members\nand former members of\naudit firms, and former\nemployees of audit\ncompanies from\nsection 320(1)\n(exemption for classes\nof non-auditor members\nand former members of\naudit firms, and former\nemployees of audit\ncompanies from\nsection 322(1)\nNational Regulations\nmade under Part 3.3)\nsection 338(6)\nsection 338)\n\nCo-operatives (National Uniform Legislation) Act 2015 11\nsection 343(10)\nsection 343)\nsection 359(3)\nsection 359 or 248)\nsection 363(2)\n(stating maximum\ngreater than 20% of\nnominal value of issued\nshare capital)\nsection 372(1)\n(exemption of person or\nclass of persons from\nthe operation of\n","sortOrder":29},{"sectionNumber":"Part 3","sectionType":"part","heading":"5, Division 1)","content":"Part 3.5, Division 1)\nsection 380(1)\nPart 3.5, Division 2, or\nsection 248)\nsection 397(4)\nsection 397)\nsection 401(7)\n(notification by\nRegistrar of date of\neffect of transfer of\nengagements between\nco-operatives)\nsection 404(4)\nsection 404 or 248)\nsection 445(3)\nsection 445 or 248)\n\nCo-operatives (National Uniform Legislation) Act 2015 12\nsection 607(3)\n(Registrar's approval)\nco-operative or person\nco-operatives or\npersons\n\nCo-operatives (National Uniform Legislation) Act 2015 13\nChapter 1 Preliminary\nPart 1.1 Introductory\n1 Citation\nThis Law may be cited as the Co-operatives National Law.\n2 Commencement\nThis Law commences in a jurisdiction as provided by the\nCo-operatives National Law Act of that jurisdiction.\n3 Objects\nThe objects of this Law are:\n(a) to enable the formation, registration and operation of\n(b) to promote co-operative philosophy, principles, practices and\nobjectives; and\n(c) to protect the interests of co-operatives, their members and\nthe public in the operations and activities of co-operatives; and\n(d) to ensure directors of co-operatives are accountable for their\nactions and decisions to the members of co-operatives; and\n(e) to encourage and facilitate self-management by co-operatives\nat all levels; and\n(f) to encourage the development, integration and strengthening\nof co-operatives at local, regional, national and international\nlevels by supporting and fostering State, Territory and national\npeak organisations and co-operative instrumentalities.\nPart 1.2 Interpretation\n4 Definitions\nactive member - see section 145.\n\nCo-operatives (National Uniform Legislation) Act 2015 14\nactive membership provisions - see section 146(1).\nactive membership resolution - see section 146(2).\nagreement means an agreement, arrangement or understanding:\n(a) whether formal or informal or partly formal and partly informal;\nor\n(b) whether written or oral or partly written and partly oral; or\n(c) whether or not having legal or equitable force and whether or\nnot based on legal or equitable rights.\nanother jurisdiction means a State or Territory other than this\napproved form means a form approved under section 622.\nASIC means the Australian Securities and Investments\nCommission.\nASIC Act means the Australian Securities and Investments\nCommission Act 2001 of the Commonwealth.\nAustralian legal practitioner means a person who:\n(a) is admitted to the legal profession under the law of a\njurisdiction; and\n(b) holds a current practising certificate under a law of a\njurisdiction authorising the person to engage in legal practice.\nauthorised deposit-taking institution means an authorised\ndeposit-taking institution within the meaning of the Banking\nAct 1959 of the Commonwealth.\nboard means the board of directors of a co-operative, and includes\na person or committee exercising a power of the board delegated to\nthe person or committee under the rules of the co-operative.\nbooks includes:\n(a) a register; and\n(b) minutes; and\n(c) any other record of information; and\n(d) financial reports or financial records, however compiled,\nrecorded or stored; and\n\nCo-operatives (National Uniform Legislation) Act 2015 15\n(e) a document.\ncarry on business has the same meaning in relation to a\nco-operative or participating co-operative as it has under the\nCorporations Act in relation to a company.\nNote\n","sortOrder":30},{"sectionNumber":"Div 3","sectionType":"division","heading":"of Part 1.2 of the Corporations Act contains provisions relating to","content":"Division 3 of Part 1.2 of the Corporations Act contains provisions relating to\ncarrying on business.\nCCU means a co-operative capital unit, as provided for by\nDivision 2 of Part 3.4 (see section 345).\nchief executive officer of a co-operative or a subsidiary of a\nco-operative means the chief executive officer of the co-operative\nor subsidiary for the time being (by whatever name called), and\nwhether or not the officer is a director or the secretary.\ncivil penalty provision - see section 553.\ncompensation order - see section 553.\nconstituent documents of a corporation means the constitution of\nthe corporation or any rules or other document constituting the\ncorporation or governing its activities, and includes a memorandum\nor articles of association and replaceable rules or other rules.\nco-operative means a body registered under this Law as applying\nunder the\nCo-operatives National Law Act of this jurisdiction as a\nco-operative (including a co-operative group).\nco-operative group means a co-operative that has a membership\nas described in section 111.\nco-operative principles - see section 10.\nCo-operatives National Law Act of a jurisdiction means the Act of\nthat jurisdiction that applies this Law (whether with or without\nmodification) as a law of that jurisdiction.\ncorporation includes:\n(a) a company; and\n(b) any body corporate (whether incorporated in this jurisdiction or\nelsewhere); and\n\nCo-operatives (National Uniform Legislation) Act 2015 16\n(c) an unincorporated body that, under the law of its place of\norigin, may:\n(i) sue or be sued; or\n(ii) hold property in the name of its secretary or of an office\nholder of the body duly appointed for that purpose;\nbut does not include:\n(d) an exempt public authority (within the meaning of the\nCorporations Act); or\n(e) a corporation sole.\nNote\nA co-operative is a corporation within this definition.\nCorporations Act means the Corporations Act 2001 of the\nCommonwealth or, where appropriate, that Act as applying under\nthis Law as a law of this jurisdiction.\nCorporations application legislation means:\n(a) for a State – Part 3 of the Corporations (Ancillary Provisions)\nAct 2001 of that State; or\n(b) for the Northern Territory – Part 4 of the Corporations Reform\n(Northern Territory) Act 2001 of that Territory; or\n(c) for the Australian Capital Territory – the provisions of a law of\nthat Territory that are declared by the Co-operatives National\nLaw Act of that Territory to be the Corporations application\nlegislation of that Territory;\nunless a law of the State or Territory concerned provides otherwise.\nCorporations legislation means the Corporations legislation to\nwhich Part 1.1A of the Corporations Act applies.\ncorresponding co-operatives law of another jurisdiction – see\nsection 7.\nde facto partner has the meaning given by the Acts Interpretation\nAct 1901 of the Commonwealth in relation to an Act of the\nCommonwealth.\ndebenture of a co-operative means a chose in action that includes\nan undertaking by the co-operative to repay as a debt money\ndeposited with or lent to the co-operative. The chose in action may\n\nCo-operatives (National Uniform Legislation) Act 2015 17\n(but need not) include a security interest in property of the\nco-operative to secure repayment of the money. However, a\ndebenture does not include:\n(a) an undertaking to repay money deposited with or lent to the\nco-operative by a person if:\n(i) the person deposits or lends the money in the ordinary\ncourse of a business carried on by the person; and\n(ii) the co-operative receives the money in the ordinary\ncourse of carrying on a business that neither comprises\nnor forms part of a business of borrowing money and\nproviding finance; or\n(b) an undertaking by an Australian authorised deposit-taking\ninstitution to repay money deposited with it, or lent to it, in the\nordinary course of its banking business; or\n(c) an undertaking to pay money under:\n(i) a cheque; or\n(ii) an order for the payment of money; or\n(iii) a bill of exchange; or\n(d) an undertaking by a co-operative to pay money to a related\ncorporation; or\n(e) an undertaking to repay money that is prescribed by the\nregulations under the Corporations Act; or\n(f) another document of a class prescribed by the National\nRegulations as exempt from this definition.\nFor the purposes of this definition, if a chose in action that includes\nan undertaking by a co-operative to pay money as a debt is offered\nas consideration for the acquisition of securities under an off-market\ntakeover bid, or is issued under a compromise or arrangement\nunder Part 4.4, the undertaking is taken to be an undertaking to\nrepay as a debt money deposited with or lent to the co-operative.\ndeed of arrangement means a deed of arrangement executed by\na co-operative under Part 5.3A of the Corporations Act as applying\nunder this Law (see section 382 of this Law) or a deed of that type\nas varied and in force from time to time.\ndeposit-taking co-operative means a co-operative permitted\nunder section 333 to accept money on deposit.\n\nCo-operatives (National Uniform Legislation) Act 2015 18\ndesignated authority means (except in section 612) the person or\nbody specified or described in the Co-operatives National Law Act\nof this jurisdiction for the purposes of the provision in which the\nterm is used.\ndesignated instrument means an instrument or document:\n(a) of the kind; and\n(b) made, served or published in the manner (if any);\nspecified or described in the Co-operatives National Law Act of this\njurisdiction for the purposes of the provision in which the term is\nused.\nNote\nExamples are an order in writing served on a person and a notice published in\nthe Gazette.\ndesignated tribunal means the court or tribunal specified or\ndescribed in the Co-operatives National Law Act of this jurisdiction\nfor the purposes of the provision in which the term is used.\ndirector of a co-operative includes:\n(a) a person who occupies or acts in the position of a director or\nmember of the board of a co-operative, whether or not the\nperson is called a director and whether or not the person is\nvalidly appointed or properly authorised to act in the position;\nand\n(b) a person under whose directions or instructions the directors\nor members of the board of directors of the co-operative are\naccustomed to act.\ndistributing co-operative - see section 18.\nentity includes a person and an unincorporated body.\nevidential burden, in relation to a matter, means the burden of\nadducing or pointing to evidence that suggests a reasonable\npossibility that the matter exists or does not exist.\nfile includes lodge.\nfinancial records includes:\n(a) invoices, receipts, orders for the payment of money, bills of\nexchange, cheques, promissory notes and vouchers; and\n(b) documents of prime entry; and\n\nCo-operatives (National Uniform Legislation) Act 2015 19\n(c) working papers and other documents needed to explain:\n(i) the methods by which financial statements are made up;\nand\n(ii) adjustments to be made in preparing financial\nstatements.\nhalf-year - see section 296.\ninactive member of a co-operative is a member of the co-operative\nwho is not an active member of the co-operative.\ninspector means a person appointed as an inspector under\n","sortOrder":31},{"sectionNumber":"Part 6","sectionType":"part","heading":"4.","content":"Part 6.4.\ninvestigator means a person appointed under section 520 to hold\nan inquiry into the affairs of a co-operative.\ninvolved in a contravention - see section 9.\njurisdiction means a State or Territory.\nlarge co-operative means a co-operative that is not a small\nlocal Registrar means the Registrar for this jurisdiction.\nlocal regulations means regulations made under the Co-\noperatives National Law Act of this jurisdiction, but does not include\nMinisterial Council means the MCCA as defined in the Australian\nUniform Co-operative Laws Agreement, the parties to which are the\nStates and Territories, and which came into force on\n","sortOrder":32},{"sectionNumber":"21","sectionType":"section","heading":"January 2012 (being the date when it has been executed by all","content":"21 January 2012 (being the date when it has been executed by all\nthe parties).\nNote\nThe Agreement includes the following definition:\nMCCA means the Ministerial Council on Consumer Affairs which for the\npurposes of this Agreement comprises the members in accordance with Part VIII\nof this Agreement or such body as succeeds it or for the time being performs the\nfunctions carried out by the Ministerial Council on Consumer Affairs as set out in\nthis Agreement.\nmodel rules means model rules under Division 2 of Part 2.3.\n\nCo-operatives (National Uniform Legislation) Act 2015 20\nmodification, in relation to an applied Corporations legislation\nmatter, means a modification or change (as the case may be) within\nthe meaning of the Corporations application legislation of this\nmortgage includes a lien, charge or other security over property.\nNational Regulations means the Co-operatives National\nRegulations made under this Law, as referred to in section 612.\nNote\nJurisdictional legislation may provide for the application of the National\nRegulations in individual jurisdictions. Section 6 of this Law deals with the case\nwhere the National Regulations are not applied in a jurisdiction in that manner but\nare separately made for that jurisdiction.\nnon-distributing co-operative - see section 19.\nNSW legislation website means the website with the URL of\nwww.legislation.nsw.gov.au, or any other website, used by the\nParliamentary Counsel of New South Wales to provide public\naccess to the legislation of New South Wales.\nofficer of a co-operative or participating co-operative means:\n(a) a director or secretary of the co-operative; or\n(b) a person:\n(i) who makes, or participates in making, decisions that\naffect the whole, or a substantial part, of the business of\n(ii) who has the capacity to affect significantly the\nco-operative's financial standing; or\n(iii) in accordance with whose instructions or wishes the\ndirectors of the co-operative are accustomed to act\n(excluding advice given by the person in the proper\nperformance of functions attaching to the person's\nprofessional capacity or their business relationship with\nthe directors or the co-operative); or\n(c) a receiver, or receiver and manager, of property of the\n(d) an administrator of the co-operative; or\n(e) an administrator of a deed of arrangement executed by the\n\nCo-operatives (National Uniform Legislation) Act 2015 21\n(f) a liquidator of the co-operative; or\n(g) a trustee or other person administering a compromise or\narrangement made between the co-operative and someone\nelse.\nordinary resolution - see section 238.\nparticipating co-operative means a body that is registered and\nincorporated under, and is subject to, a corresponding\nco-operatives law of another jurisdiction.\nparticipating jurisdiction means a jurisdiction in which a\ncorresponding co-operatives law is in force.\nparticipating Registrar means a person exercising the functions of\na Registrar under a corresponding co-operatives law of another\npecuniary penalty order - see section 553.\nPPSA security interest (short for Personal Property Securities Act\nsecurity interest) means a security interest within the meaning of\nthe Personal Property Securities Act 2009 of the Commonwealth\nand to which that Act applies, other than a transitional security\ninterest within the meaning of that Act.\nThe Personal Property Securities Act 2009 of the Commonwealth applies to\ncertain security interests in personal property. See the following provisions of that\nAct:\n(a) section 8 (Interests to which this Act does not apply);\n(b) section 12 (Meaning of security interest);\n(c) Chapter 9 (Transitional provisions).\nFor the meaning of transitional security interest, see section 308 of the Personal\nProperty Securities Act 2009 of the Commonwealth.\nprimary activity - see section 144.\nprison includes a correctional centre or correctional complex.\npublic sector official has the meaning given by the Co-operatives\nNational Law Act of this jurisdiction.\nquoted security means a security that is quoted on a prescribed\nfinancial market (within the meaning of the Corporations Act).\nreceiver includes a receiver and manager.\n\nCo-operatives (National Uniform Legislation) Act 2015 22\nRegistrar for this jurisdiction has the meaning given by the Co-\noperatives National Law Act of this jurisdiction.\nrelated (in the context of related corporations) - see Part 3 of\nSchedule 2.\nrelevant interest – see Part 1 of Schedule 2.\nrules of a co-operative (otherwise than in the context of proposed\nrules or model rules) means the registered rules of the co-operative\nin force for the time being.\nsecretary of a co-operative means the person appointed under\nsection 190 to be, or to act as, the secretary of the co-operative.\nsecurity interest means:\n(a) a PPSA security interest; or\n(b) a charge, lien or pledge.\nserve includes give, send and similar terms.\nsmall co-operative means a co-operative of a class or description\nprescribed by the National Regulations.\nspecial postal ballot – see section 248.\nspecial resolution – see section 239.\nstrict liability – see section 550.\nsubsidiary has the same meaning as it has in the Corporations\nAct.\nSupreme Court means the Supreme Court of this jurisdiction.\nsurplus, in relation to a co-operative, means the excess of income\nover expenditure after making adequate allowance for taxation\nexpense, for depreciation in value of the property of the\nco-operative and for future contingencies.\nthe Minister means:\n(a) the Minister administering the Co-operatives National Law Act\nof this jurisdiction; or\n(b) if different Ministers are administering that Act in different\nrespects – the Minister administering the Act in the relevant\nrespect; or\n\nCo-operatives (National Uniform Legislation) Act 2015 23\n(c) if different Ministers are administering different portions of that\nAct – the Minister administering the relevant portion of the Act;\nor\n(d) if paragraphs (b) and (c) do not apply and 2 or more Ministers\nare administering that Act or a portion of that Act – any one of\nthe Ministers administering the Act or portion of the Act.\nthis jurisdiction - see the definition of that term in the\nCo-operatives National Law Act of each jurisdiction that adopts this\nLaw.\n5 Miscellaneous provisions relating to the interpretation of this\nLaw (Schedule 4)\nSchedule 4 contains miscellaneous provisions relating to the\ninterpretation of this Law.\n6 References to regulations where National Regulations are not\n(1) This section applies where the Co-operatives National Law Act of a\njurisdiction does not provide that the National Regulations apply as\nregulations for the purposes of this Law as applying in that\n(2) A reference in this Law as applying in that jurisdiction to National\nRegulations is taken to be a reference to regulations made under\nthat Act that are the same or substantially the same as the National\n7 Corresponding co-operatives law\n(1) This section determines what (if any) law of another jurisdiction is a\ncorresponding co-operatives law for the purposes of this Law.\n(2) If this Law applies as a law of the other jurisdiction (whether with or\nwithout modification), this Law as so applying is a corresponding\nco-operatives law for the purposes of this Law.\n(3) If this Law does not apply as a law of the other jurisdiction, a law of\nthe other jurisdiction is a corresponding co-operatives law for the\npurposes of this Law if the National Regulations declare that the\nlaw substantially corresponds to the provisions of this Law.\n\nCo-operatives (National Uniform Legislation) Act 2015 24\n8 Co-operatives National Law Act of this jurisdiction\n(1) It is intended that this Law will or may be supplemented by\nprovisions of the Co-operatives National Law Act of this jurisdiction\nwhere an intention of supplementation (however expressed) is\nindicated in this Law, including provisions designating:\n(a) a person or body to be a designated authority; or\n(b) an instrument or document to be a designated instrument; or\n(c) a court or tribunal to be a designated tribunal;\nfor the purposes of particular provisions of this Law.\nNote\nOther provisions of this Law express the intention that the Co-operatives National\nLaw Act of this jurisdiction will or may provide for particular matters.\n(2) It is also intended that the National Regulations will or may be\nsupplemented by provisions of the local regulations where an\nintention of supplementation is indicated in the National\n9 Involvement in contraventions (cf Corporations Act s 79)\nA person is involved in a contravention if, and only if, the person:\n(a) has aided, abetted, counselled or procured the contravention;\nor\n(b) has induced, whether by threats or promises or otherwise, the\ncontravention; or\n(c) has been in any way, by act or omission, directly or indirectly,\nknowingly concerned in, or party to, the contravention; or\n(d) has conspired with others to effect the contravention.\n\nCo-operatives (National Uniform Legislation) Act 2015 25\nPart 1.3 The co-operative principles\n10 Co-operative principles\nThe co-operative principles are the following principles:\n1 Voluntary and open membership\nCo-operatives are voluntary organisations, open to all persons able\nto use their services and willing to accept the responsibilities of\nmembership, without gender, social, racial, political or religious\ndiscrimination.\n2 Democratic member control\nCo-operatives are democratic organisations controlled by their\nmembers, who actively participate in setting their policies and\nmaking decisions. Men and women serving as elected\nrepresentatives are accountable to the membership.\nIn primary co-operatives members have equal voting rights\n(1 member, 1 vote) and co-operatives at other levels are organised\nin a democratic way.\n3 Member economic participation\nMembers contribute equitably to, and democratically control, the\ncapital of their co-operative. At least part of the capital is usually the\ncommon property of the co-operative. They usually receive limited\ncompensation (if any) on capital subscribed as a condition of\nmembership. Members allocate surpluses for any or all of the\nfollowing purposes:\n(a) developing the co-operative, possibly by setting up reserves,\npart of which at least would be indivisible;\n(b) benefiting members in proportion to their transactions with the\n(c) supporting other activities approved by the membership.\n4 Autonomy and independence\nCo-operatives are autonomous, self-help organisations controlled\nby their members. If they enter into agreements with other\norganisations, including governments, or raise capital from external\nsources, they do so on terms that ensure democratic control by\ntheir members and maintain their co-operative autonomy.\n\nCo-operatives (National Uniform Legislation) Act 2015 26\n5 Education, training and information\nCo-operatives provide education and training for their members,\nelected representatives, managers and employees so they can\ncontribute effectively to the development of their co-operatives.\nThey inform the general public, particularly young people and\nopinion leaders, about the nature and benefits of co-operation.\n6 Co-operation among co-operatives\nCo-operatives serve their members most effectively and strengthen\nthe co-operative movement by working together through local,\nnational, regional and international structures.\n7 Concern for the community\nWhile focusing on member needs, co-operatives work for the\nsustainable development of their communities through policies\naccepted by their members.\nNote\nThe co-operative principles are those adopted by the International Co-operative\nAlliance.\n11 Interpretation to promote co-operative principles\nIn the interpretation of a provision of this Law, a construction that\nwould promote the co-operative principles is to be preferred to a\nconstruction that would not promote the co-operative principles.\nPart 1.4 The Corporations legislation\nDivision 1 Exclusion of matters from the Corporations\nlegislation\n12 Excluded matter – co-operatives and participating\n(1) A co-operative and a participating co-operative are each declared\nto be an excluded matter for the purposes of section 5F of the\nCorporations Act in relation to the whole of the Corporations\nlegislation other than to the extent specified in this section.\nNote\nThis section ensures that neither the Corporations Act nor Part 3 of the ASIC Act\nwill apply in relation to a co-operative or participating co-operative, other than to\nthe extent specified in this section. Section 5F of the Corporations Act provides\nthat if a State or Territory law declares a matter to be an excluded matter in\nrelation to the whole of the Corporations legislation other than to a specified\n\nCo-operatives (National Uniform Legislation) Act 2015 27\nextent, then that legislation will not apply, except to the specified extent, in\nrelation to that matter in the State or Territory concerned. However, other\nprovisions of this Part provide for the application of provisions of the Corporations\nlegislation to co-operatives or participating co-operatives as laws of this\n(2) Subsection (1) does not exclude the application of the following\nprovisions of the Corporations legislation to co-operatives or\nparticipating co-operatives to the extent that the provisions would\notherwise be applicable to them:\n(a) provisions relating to a matter that the National Regulations\nprovide is not to be excluded from the operation of the\nCorporations legislation;\n(b) provisions relating to the role of a co-operative or participating\nco-operative in the formation of a company;\n(c) provisions relating to the registration of a co-operative as a\ncompany under Chapter 5B of the Corporations Act;\n(d) provisions relating to substantial shareholdings, by or involving\na co-operative or participating co-operative, in a company;\n(e) provisions conferring or imposing functions on a co-operative\nor participating co-operative as a member, or former member,\nof a corporation;\n(f) provisions relating to dealings by a co-operative or\nparticipating co-operative in financial products of a\ncorporation, other than financial products of the co-operative\nor participating co-operative itself;\n(g) provisions conferring or imposing functions on a co-operative\nor participating co-operative in its dealings with a corporation,\nnot being dealings in financial products of the co-operative or\nparticipating co-operative;\n(h) provisions relating to financial products of a co-operative,\nother than shares in, CCUs of, debentures of, or deposits with,\na co-operative or participating co-operative;\n(i) provisions relating to financial markets and participants in\nfinancial markets;\n(j) provisions relating to financial services licensees whose\nlicence covers dealing in, or providing advice about, financial\n(k) provisions relating to carrying on a financial services business;\n\nCo-operatives (National Uniform Legislation) Act 2015 28\n(l) provisions relating to financial statements, and audits of\nfinancial statements, of financial services licensees whose\nlicence covers dealing in, or providing advice about, financial\n(m) provisions relating to clients of financial services licensees\nwhose licence covers dealing in, or providing advice about,\nfinancial products;\n(n) provisions relating to registers of interests in financial\n(o) provisions relating to powers of a court to cure procedural\nirregularities and to make other orders.\n(3) To avoid doubt, it is declared that subsection (1) does not operate\nso as to exclude the operation of the following provisions of the\nCorporations Act, except in relation to shares in, CCUs issued by,\ndebentures of, or deposits with, a co-operative or participating\n(a) Part 1.2A;\n(b) Chapter 2L;\n(c) Chapter 6CA;\n(d) Chapter 6D;\n(e) Part 7.10.\nDivision 2 Applied matters (applied Corporations legislation\nmatters)\n13 Applied Corporations legislation matters under this Law\n(1) Other provisions of this Law declare matters to be applied\nCorporations legislation matters for the purposes of the\nCorporations application legislation of this jurisdiction in relation to\nprovisions of the Corporations Act specified in those provisions.\n(2) A declaration is made subject to any modifications specified in or in\nconnection with the provision in which the declaration is made.\n(3) Additionally, a declaration is also made subject to:\n(a) any modifications applying under section 15; and\n(b) any modifications prescribed by the National Regulations; and\n\nCo-operatives (National Uniform Legislation) Act 2015 29\n(c) any necessary modifications.\nThe Corporations application legislation of this jurisdiction provides for the\napplication of provisions of the Corporations Act and Part 3 of the ASIC Act as\nlaws of this jurisdiction in respect of any matter declared by a law of this\njurisdiction (whether with or without modification) to be an applied Corporations\nlegislation matter for the purposes of the Corporations application legislation in\nrelation to those Commonwealth provisions. The Corporations application\nlegislation ensures that a declaration made for the purposes of that legislation\nonly operates so as to apply a provision of the Corporations legislation to a\nmatter as a law of this jurisdiction if that provision does not already apply to the\nmatter as a law of the Commonwealth. If a provision referred to in a declaration\nalready applies as a law of the Commonwealth, nothing in the declaration will\naffect its continued operation as a law of the Commonwealth.\nThe following Table indicates the location and subject matter of declarations\nmade under other provisions of this Law.\nTable\nAct\nAct\nSections 111AA –\n111 AX\nPart 1.2A\n(Disclosing\nentities)\nSections 283AA –\n283 HB\n","sortOrder":33},{"sectionNumber":"Part 2L","sectionType":"part","heading":null,"content":"Chapter 2L\n(Debentures)\nreports and\ndirectors' reports)\nwith quoted\nsecurities\nSections 299A –\n300A\nreports and\ndirectors' reports)\nwith quoted\nsecurities\nSections 302 –\nDivision 2 (Half-\nyear financial\nreport and\ndirectors' report)\nthat is a\ndisclosing entity\n\nCo-operatives (National Uniform Legislation) Act 2015 30\nAct\nAct\nSections 307 –\nDivision 3 (Audit\nand auditor's\nreport)\nA co-operative Section 283\nSection 315(1)\n","sortOrder":34},{"sectionNumber":"Div 4","sectionType":"division","heading":null,"content":"Division 4\nreporting to\nmembers)\nthat is a\ndisclosing entity\nDivision 4\nreporting to\nmembers)\nA co-operative Section 288\nSections 323 –\n323C\nDivision 6\n(Special\nprovisions about\nconsolidated\nfinancial\nstatements)\nA co-operative Section 294\nSections 324AA –\n","sortOrder":35},{"sectionNumber":"324","sectionType":"section","heading":"DD (except","content":"324 DD (except\nsection 324BD)\n","sortOrder":36},{"sectionNumber":"Part 2M","sectionType":"part","heading":"4","content":"Part 2M.4\n(Appointment and\nremoval of\nauditors),\nDivisions 1–5\nA co-operative Section 297\nSections 416 –\n434G\n","sortOrder":37},{"sectionNumber":"Part 5","sectionType":"part","heading":"2","content":"Part 5.2\n(Receivers, and\nother controllers,\nof property of\ncorporations)\nA co-operative Section 393\nSections 435A –\n451D (except\nsection 446B)\nPart 5.3A\n(Administration of\na company's\naffairs with a view\nto executing a\ndeed of company\narrangement)\nA co-operative Section 382\n\nCo-operatives (National Uniform Legislation) Act 2015 31\nAct\nAct\nSections 459A –\nPart 5.4 (Winding\nup in insolvency)\nPart 5.4A\n(Winding up by\nthe court on other\ngrounds)\nPart 5.4B\n(Winding up in\ninsolvency or by\nthe court)\nPart 5.5\n(Voluntary\nwinding up)\nPart 5.6 (Winding\nup generally)\nThe winding up of\na co-operative Section 444\nSections 465 –\n489E\nPart 5.4B\n(Winding up in\ninsolvency or by\nthe court)\nThe winding up or\nparticipating\nSections 513 –\nPart 5.6 (Winding\nup generally)\nThe winding up or\nparticipating\nPart 5.6,\nDivision 3\n(Liquidators)\nA person\nappointed to\nadminister a\ncompromise or\narrangement\nPart 5.6,\nDivision 6 (Proof\nand ranking of\nclaims)\nCCUs) issued by\na co-operative to\nany of its\nmembers or\n\nCo-operatives (National Uniform Legislation) Act 2015 32\nAct\nAct\nSections 588C –\n588Z\nPart 5.7B\n(Recovering\nproperty or\ncompensation for\nthe benefit of\ncreditors of\ninsolvent\ncompany)\nA co-operative Section 451\nSections 589 –\nPart 5.8\n(Offences) A co-operative Section 201\nSections 596AA –\n596 AI\nPart 5.8A\n(Employee\nentitlements)\nA co-operative Section 202\nSections 596A –\n597B\nPart 5.9,\n(Examining a\nperson about a\ncorporation)\nA co-operative Section 489\nSections 600A –\n600H\nPart 5.9,\nDivision 3\n(Provisions\napplying to\nvarious kinds of\nexternal\nadministration)\nA co-operative Section 382\nSections 601AA –\n601 AH\n","sortOrder":38},{"sectionNumber":"Part 5A","sectionType":"part","heading":"1","content":"Part 5A.1\n(Deregistration)\nThe\na co-operative\nand a\nderegistered\nSections 674 –\nChapter 6CA\n(Continuous\ndisclosure)\nSections 700 –\n","sortOrder":39},{"sectionNumber":"Part 6D","sectionType":"part","heading":null,"content":"Chapter 6D\n(Fundraising)\n\nCo-operatives (National Uniform Legislation) Act 2015 33\nAct\nAct\nSections 1040A –\n1045A\n","sortOrder":40},{"sectionNumber":"Part 7","sectionType":"part","heading":"10 (Market","content":"Part 7.10 (Market\nmisconduct and\nother prohibited\nconduct relating\nto financial\nproducts and\nfinancial services)\nDebentures\n(and CCUs) of a\nSections 1339 –\n1343A\n","sortOrder":41},{"sectionNumber":"Part 9","sectionType":"part","heading":"7","content":"Part 9.7\n(Unclaimed\nproperty)\nAnything paid or\ntransferred to the\nRegistrar under\nsection 436 (2)\nSection 436(3)\n14 Applied Corporations legislation matters under the National\n(1) The National Regulations may declare any matter relating to\nco-operatives or participating co-operatives to be an applied\napplication legislation of this jurisdiction in relation to any provision\nof the Corporations legislation that does not apply of its own force\nto co-operatives or participating co-operatives (as the case\nmay be).\n(2) The declaration is made subject to any modifications specified in\nthe provision in which the declaration is made.\n(3) Additionally, the declaration is also made subject to:\n(a) any modifications applying under section 15; and\n(b) any modifications prescribed by the National Regulations; and\n(c) any necessary modifications.\n(4) The National Regulations may also provide that a specified\nprovision of the Corporations legislation (with any applicable\nmodifications) that is the subject of the declaration:\n(a) operates to the exclusion of a specified provision of this Law;\nor\n(b) prevails over a specified provision of this Law to the extent of\nany inconsistency.\n\nCo-operatives (National Uniform Legislation) Act 2015 34\n15 Modifications to applied provisions\n(1) This section applies in relation to any provisions of the Corporations\nlegislation (the applied provisions) that are the subject of:\n(a) a declaration under this Law, as referred to in section 13; or\n(b) a declaration under the National Regulations, as referred to in\nsection 14.\n(2) For the purposes of sections 13 and 14, the following modifications\napply:\n(a) a reference in the applied provisions to a corporation,\ncompany or public company is to be read as a reference to a\n(b) a reference in the applied provisions to ASIC is to be read as\na reference to the Registrar;\n(c) a reference in the applied provisions to the court is to be read\nas a reference to the Supreme Court;\n(d) a reference in the applied provisions to the Commonwealth is\nto be read as a reference to this jurisdiction;\n(e) a reference in the applied provisions to articles or\nmemorandum of association or constitution or replaceable\nrules is to be read as a reference to rules;\n(f) a reference in the applied provisions to the Gazette is to be\nread as a reference to the Government Gazette of this\njurisdiction;\n(g) a reference in the applied provisions to \"prescribed\" is to be\nread as a reference to \"approved by the designated authority\",\nand (without limitation) a reference to a prescribed form is to\nbe read as a reference to an approved form within the\nmeaning of this Law;\n(h) a reference in the applied provisions to a special resolution is\nto be read as a reference to a special resolution referred to in\nsection 239 of this Law;\n(i) a cross-reference in the applied provisions to another\nprovision of the Corporations Act is, if that cross-reference is\nnot appropriate (because, for example, the provision\ncross-referred to is not among the applied provisions), to be\nread as a cross-reference to the equivalent provision of this\nLaw;\n\nCo-operatives (National Uniform Legislation) Act 2015 35\n(j) a reference in the applied provisions (including section 311 of\nthe Corporations Act) to a \"contravention of this Act\" is to be\nread as including a reference to a contravention of this Law;\n(k) a reference in the applied provisions to the regulations is to be\nread as a reference to the National Regulations or local\nregulations, as the case requires;\n(l) all notes in the applied provisions are to be ignored;\n(m) any of the applied provisions that are not relevant to\nco-operatives or that are incapable of application to\nco-operatives or participating co-operatives are to be ignored.\n(3) Subsection (2) does not apply to the extent to which this Law or the\nNational Regulations provide otherwise, whether expressly or by\nimplication.\nDivision 3 Prescription by National Regulations of other\nmatters dealt with by Corporations legislation\n16 National Regulations may provide for matters dealt with by\nCorporations legislation\n(1) The National Regulations may make provision, in relation to\nco-operatives, participating co-operatives or associated matters, for\nor with respect to any matter for which a provision of the\nCorporations legislation has effect in relation to companies or\nassociated matters.\n(2) A National Regulation made under subsection (1) may deal with a\nmatter in a similar way as, or in a different way from, that in which\nthe provision of the Corporations legislation has effect.\n(3) Subsection (1) does not apply in relation to a provision of the\nCorporations legislation that applies of its own force or by operation\nof other provisions of this Law.\n(4) Without limiting subsection (1) or (2), the National Regulations may\nconfer jurisdiction on a court or tribunal to exercise any function\nconferred by the National Regulations made under subsection (1).\nNote\nThis section authorises the National Regulations to deal with a matter dealt with\nby Corporations legislation (with certain limitations) in a manner that does not\ninvolve the declaration of the matter to be an applied Corporations legislation\nmatter. This procedure is contemplated by the Corporations application\nlegislation of the various jurisdictions.\n\nCo-operatives (National Uniform Legislation) Act 2015 36\nChapter 2 Formation, powers and constitution of\nPart 2.1 Formation\nDivision 1 Types of co-operatives\n17 Types of co-operatives\n(1) A body may be registered under this Law as a co-operative.\n(2) A co-operative may be either:\n(a) a distributing co-operative; or\n(b) a non-distributing co-operative.\n18 Distributing co-operatives\n(1) A distributing co-operative is a co-operative that is not prohibited\nfrom giving returns or distributions on surplus or share capital.\n(2) A distributing co-operative must have share capital.\n(3) A distributing co-operative must have a membership of:\n(a) in the case of a co-operative group – 2 or more co-operatives;\nor\n(b) in the case of any other distributing co-operative:\nat least that number of active members; or\n(ii) otherwise – 5 or more active members.\n(4) An approval under subsection (3) may be given in relation to a\nparticular co-operative or class of co-operatives.\n19 Non-distributing co-operatives\n(1) A non-distributing co-operative is a co-operative that is prohibited\nfrom giving returns or distributions on surplus or share capital to\nmembers, other than the nominal value of shares (if any) at winding\nup.\n(2) A non-distributing co-operative may or may not have share capital.\n\nCo-operatives (National Uniform Legislation) Act 2015 37\n(3) A non-distributing co-operative must have a membership of:\n(a) in the case of a co-operative group – 2 or more co-operatives;\nor\n(b) in the case of any other non-distributing co-operative:\nat least that number of active members; or\n(ii) otherwise – 5 or more active members.\n(4) An approval under subsection (3) may be given in relation to a\nparticular co-operative or class of co-operatives.\n","sortOrder":42},{"sectionNumber":"20","sectionType":"section","heading":"Provisions regarding Registrar's approvals about numbers","content":"20 Provisions regarding Registrar's approvals about numbers\n(1) The Registrar may give one composite approval that operates as\nmore than one of the following:\n(a) an approval concerning the number of active members of a\nco-operative required under section 18(3) or 19(3);\n(b) an approval concerning the number of persons required to\nhold the formation meeting of a co-operative under\nsection 22(2);\n(c) an approval concerning the number of members required to\nsign the application for registration of a proposed co-operative\nunder section 26(1);\n(d) an approval concerning the minimum number of members for\na co-operative to continue to carry on business under\nsection 119.\n(2) A composite approval may be given in relation to:\n(a) a particular co-operative or proposed co-operative; or\n(b) a particular class of co-operatives or proposed co-operatives;\nor\n(c) all co-operatives or proposed co-operatives.\n(3) This section does not limit the power of the Registrar to give\nseparate approvals under any of the relevant sections.\n\nCo-operatives (National Uniform Legislation) Act 2015 38\nDivision 2 Formation meeting\n21 Formation meeting\n(1) Before a proposed co-operative (other than an existing corporation)\ncan be registered, a formation meeting must be held under this\nDivision.\n(2) Before a formation meeting can be held for a proposed\nco-operative, a draft of the proposed rules and a draft of the\nproposed formation disclosure statement must be approved by the\nRegistrar in accordance with Division 3.\n","sortOrder":43},{"sectionNumber":"22","sectionType":"section","heading":"Requirements regarding formation meeting","content":"22 Requirements regarding formation meeting\n(1) At the formation meeting for a proposed co-operative:\n(a) the proposed rules of the co-operative approved under\nsection 24 for the proposed co-operative, including active\nmembership provisions, must be passed by two-thirds of the\nproposed members of the proposed co-operative attending the\nmeeting; and\n(b) in the case of:\n(i) a proposed distributing co-operative; or\n(ii) a proposed non-distributing co-operative that is the\nsubject of a direction under section 23 (2) (a);\na formation disclosure statement approved under section 25 must\nbe presented to the meeting; and\n(c) the proposed members of the proposed co-operative must\nsign the application for membership; and\n(d) the proposed members must elect the first directors of the\nproposed co-operative under the proposed rules; and\n(e) the proposed members must authorise a person:\n(i) to apply to the Registrar for registration of the proposed\n(ii) to do anything necessary to have the proposed\nco-operative registered.\n\nCo-operatives (National Uniform Legislation) Act 2015 39\n(2) The formation meeting must be held by:\n(a) in the case of a co-operative group – not less than\n2 co-operatives suitably qualified to be members of the\nproposed co-operative group; or\n(b) in the case of any other co-operative – not less than\n5 persons, or if a lesser number than 5 is approved by the\nRegistrar not less than the approved number of persons,\nsuitably qualified to be members of the proposed co-operative.\n(3) For the purposes of subsection (2), a person (including a\nco-operative) is suitably qualified to be a member if:\n(a) there are reasonable grounds to believe the person will be an\nactive member of the proposed co-operative; and\n(b) in the case of an individual – the person is an adult; and\n(c) the person satisfies any other requirements for membership in\nthe proposed rules.\n(4) Each co-operative forming a proposed co-operative group may be\nrepresented at the formation meeting by one person.\n(5) An approval under subsection (2) may be given in relation to a\nparticular co-operative or class of co-operatives or to all\nDivision 3 Initial approval of rules and formation disclosure\n23 Submission of draft rules and draft formation disclosure\n(1) The following documents must be submitted to the Registrar before\nthe formation meeting:\n(a) a draft of the rules proposed for the co-operative (including\nactive membership provisions);\n(b) in the case of:\n(i) a distributing co-operative – a draft formation disclosure\nstatement for the co-operative; or\n(ii) a non-distributing co-operative – a draft formation\ndisclosure statement for the co-operative if the Registrar\nso directs under subsection (2)(a);\n\nCo-operatives (National Uniform Legislation) Act 2015 40\n(c) a written notice of intention to apply for registration as a\n(2) The Registrar may by written notice direct that:\n(a) a draft formation disclosure statement for a proposed\nnon-distributing co-operative must be submitted to the\n(b) a formation disclosure statement approved under section 25\nmust be presented to the formation meeting for the\n(3) The notice under subsection (2) is to be given to the person who\nsubmitted notice of intention to apply for registration as a\nco-operative and must specify the time by which the draft formation\ndisclosure statement must be submitted to the Registrar.\n24 Provisions relating to and approval of rules\n(1) This section applies to draft rules for a co-operative required to be\nsubmitted to the Registrar under section 23.\n(2) The rules must:\n(a) be in accordance with section 56; and\n(b) be in a form that may reasonably be approved.\n(3) If the rules do not make provision for any matter required by\nSchedule 1, the Registrar may approve the relevant provisions of\nthe model rules as rules of the co-operative.\n(4) The Registrar may:\n(a) approve the rules as submitted; or\n(b) approve different rules to those submitted; or\n(c) refuse to approve the rules; or\n(d) require the person submitting the draft rules to give the\nrequires, and then act under paragraph (a), (b) or (c).\n(5) Subject to subsection (6), the Registrar approves of the rules by\ngiving written notice of the approval of the rules to the person who\nsubmitted the draft rules to the Registrar.\n\nCo-operatives (National Uniform Legislation) Act 2015 41\n(6) The Registrar is taken to have approved the proposed rules (as\nsubmitted to the Registrar) at the end of the period of 28 days after\nthey were submitted, unless before the end of that period the\nRegistrar gives written notice to the person who submitted them\nthat the Registrar:\n(a) has approved different rules to those submitted; or\n(c) refuses to approve the proposed rules.\n(7) The Registrar must give the person who submitted the proposed\nrules to the Registrar written notice of the reasons for acting under\nsubsection (6)(a) or (c).\n","sortOrder":44},{"sectionNumber":"25","sectionType":"section","heading":"Provisions relating to and approval of formation disclosure","content":"25 Provisions relating to and approval of formation disclosure\n(1) This section applies to a draft formation disclosure statement for a\nco-operative required to be submitted to the Registrar under\nsection 23.\n(2) The draft formation disclosure statement for a distributing\nco-operative must contain the information necessary to ensure\nprospective members are adequately informed of the nature and\nextent of a person's financial involvement or liability as a member of\nthe co-operative including so far as applicable:\n(a) the estimated costs of formation; and\n(b) the active membership provisions of the proposed\n(c) the rights and liabilities attaching to shares in the proposed\n(d) the capital required for the co-operative at the time of\nformation; and\n(e) the projected income and expenditure of the co-operative for\nits first year of operation; and\n(f) information about any contracts required to be entered into by\n(g) any other information that the Registrar directs to be included.\n\nCo-operatives (National Uniform Legislation) Act 2015 42\n(3) The draft formation disclosure statement for a non-distributing\nco-operative must contain the information that the Registrar directs\nto be included.\n(4) The Registrar may:\n(a) approve the draft statement as submitted; or\n(b) amend the draft, or require a specified amendment of the\ndraft, and then approve the amended statement; or\n(c) approve a different statement to that submitted; or\n(d) refuse to approve the draft statement; or\n(e) require the person submitting the draft statement to give the\nrequires, and then act under paragraph (a), (b), (c) or (d).\n(5) Approval may be given at any time before the formation meeting is\nheld.\n(6) Approval may be given with or without conditions.\n(7) Subject to subsection (8), the Registrar approves of a formation\ndisclosure statement by giving written notice of the approval of the\nstatement to the person who submitted the draft statement to the\n(8) The Registrar is taken to have approved the formation disclosure\nstatement (as submitted to the Registrar) at the end of the period of\n28 days after the day it was submitted to the Registrar, unless\nbefore the end of that period the Registrar gives written notice to\nthe person who submitted the draft statement that the Registrar:\n(a) has approved a different formation disclosure statement to\nthat submitted; or\n(c) refuses to approve the formation disclosure statement.\n(9) The Registrar must give the person who submitted the draft\nstatement to the Registrar written notice of the reasons for acting\nunder subsection (8)(a) or (c).\nNote\nSection 69 contains restrictions on advertising or publishing statements about an\noffer, or intended offer, of shares in a distributing co-operative unless a current\nformation disclosure statement relating to the shares is registered with or\napproved by the Registrar.\n\nCo-operatives (National Uniform Legislation) Act 2015 43\nDivision 4 Registration of proposed co-operative\n","sortOrder":45},{"sectionNumber":"26","sectionType":"section","heading":"Application for registration of proposed co-operative","content":"26 Application for registration of proposed co-operative\n(1) An application for registration of a proposed co-operative (other\nthan an existing corporation) must:\n(a) be made in the approved form; and\n(b) be accompanied by the fee:\n(ii) prescribed by the local regulations; and\n(c) be signed by:\n(i) in the case of a co-operative group – at least 2 directors;\nand\n(ii) in the case of any other proposed co-operative – at\nleast 5, or if a lesser number than 5 is approved by the\nRegistrar at least the approved number of, suitably\nqualified members, including 2 directors elected at the\nformation meeting; and\n(d) be accompanied by:\n(i) 2 copies of the proposed rules signed and certified by\nthe persons who acted as chairperson and secretary at\nthe formation meeting; and\n(ii) in the case of:\n(A) a proposed distributing co-operative; or\n(B) a proposed non-distributing co-operative that is\nsubject to a direction under section 23(2);\na copy of the formation disclosure statement presented\nto the formation meeting signed and certified by the\npersons who acted as chairperson and secretary at the\nformation meeting; and\n(iii) a statement listing the name, address, occupation and\nplace and date of birth of each director; and\n(iv) a statement of the address (located in this jurisdiction) of\nthe co-operative's registered office or proposed\nregistered office; and\n\nCo-operatives (National Uniform Legislation) Act 2015 44\n(v) any other particulars the Registrar may require in a\nparticular case.\n(2) The application must be filed with the Registrar within 2 months\nafter closure of the formation meeting for the proposed co-operative\nor within the extended period that the Registrar may allow.\n","sortOrder":46},{"sectionNumber":"27","sectionType":"section","heading":"Registration of proposed co-operative","content":"27 Registration of proposed co-operative\n(1) If an application is made under this Division for registration of a\nproposed co-operative, the Registrar must register the co-operative\nand its rules if the Registrar is satisfied that the requirements for\nregistration of the co-operative have been met.\n(2) The requirements for registration of a co-operative under this\nDivision are as follows:\n(a) the proposed rules of the proposed co-operative must be the\nrules approved by the Registrar under section 24;\n(b) the requirements of this Law must have been complied with in\nrelation to the proposed co-operative;\n(c) the proposed co-operative must be designed to function under\nthe co-operative principles or, if it is not designed to function\nentirely under the co-operative principles, the Registrar must\nbe satisfied there are special reasons why the co-operative\nshould be registered under this Law;\n(d) there must be no reasonable cause for refusing registration of\nthe proposed co-operative.\n(3) If the Registrar is not satisfied that the requirements for registration\nof the co-operative have been met, the Registrar may refuse to\nregister the co-operative and its rules.\n(4) The Registrar must give to the applicant written notice of the refusal\nand the reasons for the refusal.\n","sortOrder":47},{"sectionNumber":"28","sectionType":"section","heading":"Incorporation and certificate of registration","content":"28 Incorporation and certificate of registration\n(1) A co-operative becomes a corporation on being registered.\n(2) On the registration of the co-operative, the Registrar must issue a\ncertificate of registration.\n\nCo-operatives (National Uniform Legislation) Act 2015 45\n","sortOrder":48},{"sectionNumber":"Div 5","sectionType":"division","heading":"Registration of existing corporation","content":"Division 5 Registration of existing corporation\n","sortOrder":49},{"sectionNumber":"29","sectionType":"section","heading":"Existing corporation can be registered","content":"29 Existing corporation can be registered\nA corporation (other than a co-operative taken to be registered\nunder this Law) may apply to the Registrar to be registered as a\nco-operative under this Law.\n","sortOrder":50},{"sectionNumber":"30","sectionType":"section","heading":"Formation meeting (existing corporation)","content":"30 Formation meeting (existing corporation)\n(1) Before applying for registration as a co-operative, the corporation\nmust, at the formation meeting, by a resolution approve of:\n(a) the proposed registration; and\n(b) any amendment of its existing constituent documents\nnecessary to enable the corporation to comply with this Law;\nand\n(c) the proposed rules of the proposed co-operative approved\nunder section 24, including active membership provisions.\n(2) The formation disclosure statement approved under section 25\nmust be presented to the formation meeting, in the case of:\n(a) a proposed distributing co-operative; or\n(b) a proposed non-distributing co-operative that is the subject of\na direction under section 23(2).\n(3) A resolution under this section must have been passed by a\ntwo-thirds majority of eligible members present at the formation\nNote\nSection 32 (5) provides that, despite anything to the contrary in this Division, the\nregistration of a corporation as a co-operative does not take effect until the\ncorporation ceases to be registered under the law under which it was previously\nregistered.\n","sortOrder":51},{"sectionNumber":"31","sectionType":"section","heading":"Application for registration of existing corporation","content":"31 Application for registration of existing corporation\nAn application for the registration of an existing corporation must:\n(b) be accompanied by the fee:\n\nCo-operatives (National Uniform Legislation) Act 2015 46\n(ii) prescribed by the local regulations; and\n(c) be accompanied by:\n(i) a written declaration, signed no more than 28 days\nbefore the application for registration by the directors or\ncommittee of management of the corporation, stating\nthat at a meeting of the directors or committee they\nformed the opinion that the corporation will be able to\npay its debts as they fall due; and\n(ii) a report in the approved form as to the affairs of the\ncorporation and showing its assets and liabilities, made\nup to the latest practicable date before the application;\nand\n(iii) a copy of the constituent documents of the corporation in\nforce at the date of the application; and\n(iv) 2 copies of the proposed rules of the co-operative, as\nprovided for by the special resolution; and\n(v) in the case of a proposed distributing co-operative or in\nthe case of a proposed non-distributing co-operative that\nis subject to a direction under section 23(2) – a copy of\nthe formation disclosure statement presented to the\nmeeting held under section 30, certified by the directors\nor committee of management of the corporation; and\n(vi) a list containing the name, address, occupation and\nplace and date of birth of each director; and\n(vii) evidence to the satisfaction of the Registrar of the\nincorporation of the corporation; and\n(viii) a statement setting out the connection that the proposed\nco-operative would have to this jurisdiction; and\n(ix) a statement of the address (located in this jurisdiction) of\nthe co-operative's registered office or proposed\nregistered office; and\n(x) any other particulars the Registrar may require in a\nparticular case.\n","sortOrder":52},{"sectionNumber":"32","sectionType":"section","heading":"Requirements for registration","content":"32 Requirements for registration\n(1) When an application is made for the registration of a corporation as\na co-operative under this Division, the Registrar must register the\ncorporation as a co-operative under this Law and register its rules\n\nCo-operatives (National Uniform Legislation) Act 2015 47\nunder this Law if the Registrar is satisfied the requirements for the\nregistration of the corporation as a co-operative have been met.\n(2) The requirements for the registration of a corporation as a\nco-operative under this Division are as follows:\n(a) the proposed rules of the proposed co-operative must be the\nrules approved by the Registrar under section 24;\n(b) the requirements of this Law must have been complied with in\nrelation to the proposed co-operative;\n(c) there must be no reasonable cause for refusing registration of\nthe proposed co-operative;\n(d) the proposed co-operative must have a sufficient connection\nwith this jurisdiction.\n(3) If the Registrar is not satisfied the requirements for registration of\nthe corporation as a co-operative have been met, the Registrar may\nrefuse to register the proposed co-operative and its rules and must\ngive to the applicant written notice of the refusal and the reasons for\nthe refusal.\n(4) If the Registrar has decided under this section to register a\ncorporation under this Law, the corporation must notify the authority\nresponsible for registering the corporation under the law under\nwhich it was previously registered of that decision.\n(5) Despite anything to the contrary in this Division, the registration of a\ncorporation as a co-operative does not take effect until the\ncorporation ceases to be registered under the law under which it\nwas previously registered.\n(6) The corporation must notify the Registrar in writing within 7 days\nafter ceasing to be registered under that other law.\n","sortOrder":53},{"sectionNumber":"33","sectionType":"section","heading":"Certificate of registration","content":"33 Certificate of registration\n(1) On the registration of the corporation as a co-operative, the\nRegistrar must:\n(a) issue a certificate of registration; and\n(b) publish notice of the issue of the certificate by designated\ninstrument.\n(2) The corporate name of a corporation registered as a co-operative is\nthe name approved by the Registrar, as stated in the certificate of\nregistration issued by the Registrar.\n\nCo-operatives (National Uniform Legislation) Act 2015 48\n","sortOrder":54},{"sectionNumber":"34","sectionType":"section","heading":"Effect of registration","content":"34 Effect of registration\n(1) The corporation is to be taken to be incorporated under this Law on\nits registration.\n(2) Except as expressly provided in this Law, the registration and\nincorporation of the corporation as a co-operative does not\nprejudice any right of a member in relation to any shares held at the\ntime of registration and incorporation.\n(3) The change of registration and incorporation does not affect the\nidentity of the corporation and it is taken to be the same body after\nregistration as a co-operative as it was before and no act, matter or\nthing is affected by the change.\nDivision 6 Conversion of co-operative\n","sortOrder":55},{"sectionNumber":"35","sectionType":"section","heading":"Conversion of co-operative","content":"35 Conversion of co-operative\n(1) A co-operative may, by amendment of its rules, convert from:\n(a) a co-operative with share capital to a co-operative without\nshare capital, or vice versa; or\n(b) a distributing co-operative to a non-distributing co-operative,\nor vice versa.\n(2) An amendment of the rules for the conversion of a co-operative with\nshare capital to a co-operative without share capital cannot be\npassed until at least 2 weeks after a notice has been published in a\nnewspaper circulating generally in the district in which the\nregistered office of the co-operative is situated advising of the\nproposal to submit the proposed amendment to members of the\n(3) An amendment of the rules for the conversion of a non-distributing\nco-operative to a distributing co-operative does not have effect\nwithout the prior approval of the Registrar under section 60.\n(4) An amendment of the rules for the conversion of a co-operative\nmust be approved by special resolution passed by a special postal\n(5) The Registrar may exempt:\n(a) a co-operative from subsection (4) by designated instrument;\nor\n(b) a class of co-operatives from subsection (4) by designated\ninstrument.\n\nCo-operatives (National Uniform Legislation) Act 2015 49\n(6) An exemption may be given unconditionally or subject to conditions.\n","sortOrder":56},{"sectionNumber":"Div 7","sectionType":"division","heading":"General","content":"Division 7 General\n","sortOrder":57},{"sectionNumber":"36","sectionType":"section","heading":"Acceptance of money by proposed co-operative","content":"36 Acceptance of money by proposed co-operative\n(1) A proposed co-operative or any person on its behalf or otherwise\nwho accepts money for the proposed co-operative before the\nproposed co-operative is registered must hold that money on trust\nuntil the co-operative is registered.\n(2) If a co-operative is not registered within 3 months after the\nacceptance of money under subsection (1), the proposed\nco-operative or the person who accepted the money on its behalf\nmust refund the money to the person who paid it.\n","sortOrder":58},{"sectionNumber":"37","sectionType":"section","heading":"Issue of duplicate certificate","content":"37 Issue of duplicate certificate\nThe Registrar must issue a duplicate certificate of registration:\n(a) if the Registrar is satisfied the original certificate is lost or\ndestroyed; and\n(b) on payment of the fee:\n(ii) prescribed by the local regulations.\nPart 2.2 Legal capacity and powers\nDivision 1 General powers\n38 Effect of incorporation\nAs a corporation, a co-operative:\n(a) has perpetual succession; and\n(b) may have a common seal; and\n(c) may sue and be sued in its corporate name; and\n(d) subject to this Law, is capable of taking, purchasing, leasing,\nholding, selling and disposing of real and personal property;\nand\n\nCo-operatives (National Uniform Legislation) Act 2015 50\n(e) may do and suffer all acts and things that corporations may by\nlaw do and suffer and that are necessary or expedient.\n","sortOrder":59},{"sectionNumber":"39","sectionType":"section","heading":"Power to form companies and enter into joint ventures","content":"39 Power to form companies and enter into joint ventures\nWithout limiting any other provision of this Law, a co-operative has\npower:\n(a) to form or participate in the formation of a corporation or unit\ntrust; and\n(b) to acquire interests in and sell or otherwise dispose of\ninterests in corporations, unit trusts and joint ventures; and\n(c) to form or enter into a partnership, joint venture or other\nassociation with other persons or bodies.\nDivision 2 Doctrine of ultra vires not to apply\n","sortOrder":60},{"sectionNumber":"40","sectionType":"section","heading":"Interpretation","content":"40 Interpretation\n(a) a reference to the doing of an act by a co-operative includes a\nreference to the making of an agreement by the co-operative\nand a reference to a transfer of property to or by the\n(b) a reference to legal capacity includes a reference to powers.\n","sortOrder":61},{"sectionNumber":"41","sectionType":"section","heading":"Doctrine of ultra vires not to apply","content":"41 Doctrine of ultra vires not to apply\n(1) The objects of this Division are:\n(a) to provide that the doctrine of ultra vires does not apply to\n(b) without affecting the validity of a co-operative's dealings with\nothers – to ensure the co-operative's officers and members\ngive effect to the provisions of the rules of the co-operative\nrelating to the primary activities or powers of the co-operative.\n(2) This Division is to be construed and to have effect in accordance\nwith subsection (1).\n","sortOrder":62},{"sectionNumber":"42","sectionType":"section","heading":"Legal capacity","content":"42 Legal capacity\n(1) A co-operative has, both within and outside this jurisdiction, the\nlegal capacity of an individual.\n\nCo-operatives (National Uniform Legislation) Act 2015 51\n(2) Without limiting subsection (1), a co-operative has, both within and\noutside this jurisdiction, power:\n(a) to issue and allot fully or partly paid shares in the co-operative;\nand\n(b) to issue debentures and CCUs of the co-operative; and\n(c) to distribute any of the property of the co-operative among the\nmembers, in kind or otherwise; and\n(d) to give security by charging uncalled capital; and\n(e) to grant a security interest in property of the co-operative; and\n(f) to procure the co-operative to be registered or recognised as a\ncorporation in any place outside this jurisdiction; and\n(g) to do any other act it is authorised to do by any other law\n(including a law of a place outside this jurisdiction).\n(3) The fact that the doing of an act by a co-operative would not be, or\nis not, in its best interests does not affect its legal capacity to do the\nact.\n(4) To avoid doubt, this section does not:\n(a) authorise a co-operative to do an act that is prohibited by a\nlaw of this jurisdiction; or\n(b) give a co-operative a right that a law of this jurisdiction denies\n","sortOrder":63},{"sectionNumber":"43","sectionType":"section","heading":"Rules may limit powers and set out objects (cf Corporations","content":"43 Rules may limit powers and set out objects (cf Corporations\nAct s 125)\n(1) The rules of a co-operative may contain an express restriction on,\nor a prohibition of, the co-operative's exercise of any of its powers,\nbut the exercise of a power by the co-operative is not invalid merely\nbecause it is contrary to an express restriction or prohibition in the\n(2) The rules of a co-operative may set out the co-operative's objects,\nbut an act of the co-operative is not invalid merely because it is\ncontrary to or beyond any objects in the rules of the co-operative.\n\nCo-operatives (National Uniform Legislation) Act 2015 52\nDivision 3 Persons having dealings with co-operatives\n","sortOrder":64},{"sectionNumber":"44","sectionType":"section","heading":"Entitlement to make assumptions","content":"44 Entitlement to make assumptions\n(1) A person may make the assumptions in section 45 in relation to:\n(a) dealings with a co-operative; or\n(b) dealings with a person who has, or purports to have, directly\nor indirectly acquired title to property from a co-operative.\n(2) If a person may assume a matter, the co-operative or anyone\nreferred to in subsection (1) (b) cannot assert in proceedings in\nrelation to the dealings that the matter is incorrect.\n","sortOrder":65},{"sectionNumber":"45","sectionType":"section","heading":"Assumptions (cf Corporations Act s 129)","content":"45 Assumptions (cf Corporations Act s 129)\n(1) A person may assume that the rules of a co-operative have been\n(2) A person may assume that anyone who appears, from information\nprovided by the co-operative that is available to the public from the\nRegistrar, to be a director or secretary of the co-operative:\n(a) has been duly appointed; and\n(b) has authority to exercise the powers and perform the duties\ncustomarily exercised or performed by a director or secretary\nof a similar co-operative.\n(3) A person may assume that anyone who is held out by the\nco-operative to be an officer or agent of the co-operative:\n(a) has been duly appointed; and\n(b) has authority to exercise the powers and perform the duties\ncustomarily exercised or performed by that kind of officer or\nagent of a similar co-operative.\n(4) A person may assume that the officers and agents of the\nco-operative properly perform their duties to the co-operative.\n(5) A person may assume that a document has been properly executed\nby the co-operative if it is signed by 2 people, one of whom is, or\nmay be assumed to be, a director of the co-operative, and the other\nis, or may be assumed to be, a director or secretary of the\n\nCo-operatives (National Uniform Legislation) Act 2015 53\n(6) A person may assume that a document has been sealed by the\nco-operative if it bears what appears to be an impression of the\nco-operative's common seal and the sealing of the document\nappears to be witnessed by 2 people, one of whom is, or may be\nassumed to be, a director of the co-operative, and the other is, or\nmay be assumed to be, a director or secretary of the co-operative.\n(7) A person may assume that anyone who is, or may be assumed to\nbe, an officer or agent of the co-operative who has authority to\nissue a document or a certified copy of a document on its behalf\nalso has authority to warrant that the document is genuine or is a\ntrue copy.\n","sortOrder":66},{"sectionNumber":"46","sectionType":"section","heading":"Person who knows or ought to know cannot make","content":"46 Person who knows or ought to know cannot make\nassumptions\nThis Division does not entitle a person to make an assumption, and\ndoes not prevent an assertion being made in relation to an\nassumption, if:\n(a) the person has actual knowledge that the assumption is not\ncorrect; or\n(b) the person ought to know that the assumption is not correct\nbecause of the nature of the person's connection or\nrelationship with the co-operative.\n","sortOrder":67},{"sectionNumber":"47","sectionType":"section","heading":"Filing of documents not to constitute constructive knowledge","content":"47 Filing of documents not to constitute constructive knowledge\n(1) A person is not considered to have knowledge of the rules of a\nco-operative, any of the contents of the rules of a co-operative, a\ndocument, the contents of a document, or any particulars, merely\nbecause of either or both of the following:\n(a) the rules, the document or the particulars have been filed with\nthe Registrar;\n(b) the rules, the document or the particulars are mentioned in\nany other document that has been filed with the Registrar, or\nfiled with a person under a previous law corresponding to a\nprovision of this Law.\n(2) Despite subsection (1), a member of a co-operative is taken to have\nknowledge of the rules of the co-operative.\n\nCo-operatives (National Uniform Legislation) Act 2015 54\n","sortOrder":68},{"sectionNumber":"48","sectionType":"section","heading":"Effect of fraud","content":"48 Effect of fraud\n(1) A person's entitlement under this Division to make an assumption is\nnot affected merely by the fact that any person:\n(a) has acted or is acting fraudulently in relation to the dealing,\nacquisition or purported acquisition of title to property to which\nthe assumption relates; or\n(b) has forged a document that appears to have been sealed on\nbehalf of a co-operative.\n(2) A person may not make an assumption if the person has actual\nknowledge of the fraudulent action or forgery referred to in\nDivision 4 Execution of documents\n","sortOrder":69},{"sectionNumber":"49","sectionType":"section","heading":"Execution of documents by co-operative (cf Corporations","content":"49 Execution of documents by co-operative (cf Corporations\nAct s 127)\n(1) A co-operative may execute a document without using a common\nseal if the document is signed by:\n(a) 2 directors of the co-operative; or\n(b) a director and the secretary of the co-operative.\n(2) A co-operative with a common seal may execute a document if the\nseal is fixed to the document and the fixing of the seal is witnessed\nby:\n(a) 2 directors of the co-operative; or\n(b) a director and the secretary of the co-operative.\n(3) A co-operative may execute a document as a deed if the document\nis expressed to be executed as a deed and is executed in\naccordance with subsection (1) or (2).\n(4) This section does not limit the ways in which a co-operative may\nexecute a document (including a deed).\n","sortOrder":70},{"sectionNumber":"50","sectionType":"section","heading":"Agent exercising co-operative's power to make contracts","content":"50 Agent exercising co-operative's power to make contracts\n(cf Corporations Act s 126)\n(1) A co-operative's power to make, vary, ratify or discharge a contract\nmay be exercised by an individual acting with the co-operative's\nexpress or implied authority and on behalf of the co-operative.\n\nCo-operatives (National Uniform Legislation) Act 2015 55\n(2) The power may be exercised without using a common seal.\n(3) This section does not affect the operation of a law that requires a\nparticular procedure to be complied with in relation to the contract.\n","sortOrder":71},{"sectionNumber":"51","sectionType":"section","heading":"Other requirements as to consent or sanction not affected","content":"51 Other requirements as to consent or sanction not affected\nThis Division does not affect the operation of a law that requires\nsome consent or sanction to be obtained, or some procedure to be\ncomplied with, in relation to the making, varying or discharging of a\ncontract.\nDivision 5 Pre-registration contracts\n","sortOrder":72},{"sectionNumber":"52","sectionType":"section","heading":"Contracts before registration","content":"52 Contracts before registration\n(1) If a person enters into, or purports to enter into, a contract on behalf\nof, or for the benefit of, a proposed co-operative (pre-registration\ncontract), the co-operative becomes bound by the contract and\nentitled to its benefit if the co-operative, or a co-operative that is\nreasonably identifiable with it, is registered and ratifies the contract:\n(a) within a reasonable period after the contract is entered into; or\n(b) within any period agreed to by the parties to the contract.\n(2) The person is released from any liability under the pre-registration\ncontract if the co-operative enters into another contract in\nsubstitution for it:\n(a) within a reasonable period after the pre-registration contract is\nentered into; or\n(b) within any period agreed to by the parties to the\npre-registration contract.\n(3) The person is liable to pay damages to each other party to the\npre-registration contract if a co-operative is not registered, or a\nco-operative is registered but does not ratify the contract or enter\ninto a substitute for it:\n(a) within a reasonable period after the contract is entered into; or\n(b) within the period agreed to by the parties to the contract.\n(4) The maximum amount of damages the person is liable to pay to a\nparty is the amount the co-operative would be liable to pay to the\nparty if the co-operative had been registered and had ratified the\ncontract and then completely failed to perform it.\n\nCo-operatives (National Uniform Legislation) Act 2015 56\n(5) If proceedings are brought to recover damages under\nsubsection (3) because the co-operative is registered but does not\nratify the pre-registration contract or enter into a substitute for it, the\ncourt may do anything it thinks just in the circumstances, including\nordering the co-operative:\n(a) to pay all or part of the damages the person is liable to pay; or\n(b) to transfer property the co-operative received because of the\ncontract to a party to the contract; or\n(c) to pay an amount to a party to the contract.\n(6) If the co-operative ratifies the pre-registration contract but fails to\nperform all or part of it, the court may order the person to pay all or\npart of the damages that the co-operative is ordered to pay.\n","sortOrder":73},{"sectionNumber":"53","sectionType":"section","heading":"Person may be released from liability but is not entitled to","content":"53 Person may be released from liability but is not entitled to\nindemnity\n(1) Any of the parties to the pre-registration contract may release the\nperson who entered into, or purported to enter into, the contract\nfrom any liability in relation to that contract.\n(2) The release must be in writing.\n(3) The party giving the release cannot recover damages under\nsection 52 from the person.\n(4) Despite any rule of law or equity, the person does not have a right\nof indemnity against the co-operative in relation to the person's\nliability under this Division even if the person was acting, or\npurporting to act, as trustee for the co-operative.\n","sortOrder":74},{"sectionNumber":"54","sectionType":"section","heading":"This Division replaces other rights and liabilities","content":"54 This Division replaces other rights and liabilities\nThis Division replaces any rights or liabilities anyone would\notherwise have in relation to the pre-registration contract.\nPart 2.3 Rules\nDivision 1 Rules of a co-operative\n55 Effect of rules\n(1) The rules of a co-operative have the effect of a contract under seal:\n(a) between the co-operative and each member; and\n\nCo-operatives (National Uniform Legislation) Act 2015 57\n(b) between the co-operative and each director, the chief\nexecutive officer and the secretary of the co-operative; and\n(c) between a member and each other member.\n(2) Under the contract, each of those persons agrees to observe and\nperform the provisions of the rules as in force for the time being so\nfar as those provisions apply to the person.\n","sortOrder":75},{"sectionNumber":"56","sectionType":"section","heading":"Content of rules","content":"56 Content of rules\n(1) The rules of a co-operative must state or otherwise make provision\nfor the matters included in Schedule 1.\n(2) The rules must be divided into consecutively numbered paragraphs.\n(3) The rules may state the objects of the co-operative.\n(4) The rules may adopt by reference all or any of the provisions of the\nmodel rules, as provided in Division 2.\n(5) The rules may provide for the imposition of a fine on a member for\nan infringement of the rules.\n(6) If the rules provide for the imposition of a fine, the rules must state\nthe maximum fine that may be imposed on a member.\n(7) The maximum fine fixed by the rules must not be more than any\namount prescribed by the National Regulations as the maximum\nfine.\n(8) The rules may contain other provisions not inconsistent with this\nLaw.\n","sortOrder":76},{"sectionNumber":"57","sectionType":"section","heading":"Purchase and inspection of copy of rules","content":"57 Purchase and inspection of copy of rules\n(1) Any member is entitled to obtain from a co-operative a copy of its\nrules on payment of the amount required by the rules of the\nco-operative or, if the rules do not prescribe an amount, on\npayment of $5.\n(2) The amount required by the rules must not be more than the fee:\n(b) prescribed by the local regulations;\nfor obtaining a copy of the rules from the Registrar.\n\nCo-operatives (National Uniform Legislation) Act 2015 58\n(3) Any person is entitled to obtain from the Registrar a copy of the\nrules of a co-operative on payment of the fee:\n","sortOrder":77},{"sectionNumber":"58","sectionType":"section","heading":"False copies of rules","content":"58 False copies of rules\n(1) A person must not give to a member of a co-operative or to a\nperson intending or applying to become a member of a co-operative\na copy of any rules or any amendments of rules, other than those\nthat have been registered, representing that they are binding on the\nmembers of the co-operative.\n(2) A person must not amend any of the rules of a co-operative after\nthey have been registered and circulate the amended rules\nrepresenting that they have been registered when they have not\nbeen.\n","sortOrder":78},{"sectionNumber":"59","sectionType":"section","heading":"Rules can only be amended under this Law","content":"59 Rules can only be amended under this Law\nThe rules of a co-operative cannot be amended except under this\nLaw.\n","sortOrder":79},{"sectionNumber":"60","sectionType":"section","heading":"Approval of certain rule amendments","content":"60 Approval of certain rule amendments\n(1) This section applies to:\n(a) an amendment of rules that is referred to in subsection (2);\nand\n(b) an amendment of rules that are referred to in section 35(3)\nrelating to the conversion of a non-distributing co-operative to\na distributing co-operative.\n(2) The Registrar may, by designated instrument, specify for the\npurposes of this section classes of amendments that must not be\nmade to the rules of a co-operative without the prior approval of the\nRegistrar, and without limitation may do so by reference to classes\nor subclasses of matters referred to in Schedule 1.\n(3) A proposed amendment to which this section applies must be\napproved by the Registrar before the resolution amending the rules\nis passed by a co-operative or the board of a co-operative.\n\nCo-operatives (National Uniform Legislation) Act 2015 59\n(4) A draft of the proposed amendment must be submitted to the\nRegistrar before:\n(a) the notice of the proposed special resolution amending the\nrules is given to the members by the co-operative; or\n(b) the resolution is passed by the board of the co-operative.\n(5) The proposed amendment must:\n(a) be in accordance with section 56; and\n(b) be in a form that may reasonably be approved; and\n(c) be accompanied by a statement stating the reasons for the\n(6) The Registrar may:\n(a) approve the amendment as submitted; or\n(b) approve a different amendment to that submitted; or\n(c) refuse to approve the amendment; or\n(d) require the person submitting the draft amendment to give the\nrequires, and then act under paragraph (a), (b) or (c).\n(7) Subject to subsection (8), the Registrar approves of the amendment\nby giving written notice of the approval of the amendment to the\nperson who submitted the draft amendment to the Registrar.\n(8) The Registrar is taken to have approved the proposed amendment\n(as submitted to the Registrar) at the end of the period of 28 days\nafter it was submitted, unless before the end of that period the\nRegistrar gives written notice to the person who submitted it that\nthe Registrar:\n(a) has approved a different amendment to that submitted; or\n(c) refuses to approve the proposed amendment.\n(9) The Registrar must give the person who submitted the draft\namendment to the Registrar written notice of the reasons for acting\nunder subsection (8)(a) or (c).\n\nCo-operatives (National Uniform Legislation) Act 2015 60\n","sortOrder":80},{"sectionNumber":"61","sectionType":"section","heading":"Amendment by special resolution","content":"61 Amendment by special resolution\nThe rules of a co-operative may only be amended by special\nresolution unless this Law otherwise provides.\n","sortOrder":81},{"sectionNumber":"62","sectionType":"section","heading":"Amendment by resolution of board","content":"62 Amendment by resolution of board\n(1) The rules of a co-operative may be amended by a resolution\npassed by the board if the amendment does no more than give\neffect to a requirement, direction, restriction or prohibition imposed\nor given under the authority of this Law.\n(2) If the rules of a co-operative are amended under this section, the\nco-operative must cause the amendment to be notified in writing to\nits members as soon as practicable after the amendment takes\neffect and in any event no later than the day when notice of the next\nannual general meeting of the co-operative after the amendment\ntakes effect is given to the members.\n","sortOrder":82},{"sectionNumber":"63","sectionType":"section","heading":"Amendment does not take effect until registered","content":"63 Amendment does not take effect until registered\n(1) An amendment of the rules of a co-operative does not take effect\nunless and until it is registered by the Registrar.\n(2) An application for registration of an amendment must:\n(a) be made in the approved form; and\n(b) be made within 28 days, or a shorter or longer time prescribed\nby the National Regulations, after the amendment is made;\nand\n(c) be accompanied by a consolidated copy of the rules of the\nco-operative, including the amendment.\n(3) The Registrar must register the amendment unless:\n(a) the Registrar is satisfied the amendment is contrary to this\n(b) the Registrar has other reasonable cause to refuse to register\nthe amendment.\n(4) A certificate of registration of an amendment of the rules of a\nco-operative given by the Registrar is, in favour of any person\nadvancing money to the co-operative on the faith of the certificate\nor a guarantor of that advance, evidence that the amendment in the\nrules was properly made.\n\nCo-operatives (National Uniform Legislation) Act 2015 61\nDivision 2 Model rules\n","sortOrder":83},{"sectionNumber":"64","sectionType":"section","heading":"Model rules","content":"64 Model rules\n(1) The National Regulations may prescribe model rules.\n(2) The model rules may make provision for anything for which the\nrules of a co-operative may make provision.\n(3) A model rule commences on:\n(a) the day occurring 28 days after the date of publication of the\nNational Regulations containing the model rule; or\n(b) a later day specified in, or ascertained in accordance with, the\nmodel rule or the National Regulations.\n(4) A model rule may apply generally or be limited in its application to a\nspecified class of co-operatives.\n","sortOrder":84},{"sectionNumber":"65","sectionType":"section","heading":"Adoption of model rules","content":"65 Adoption of model rules\nThe rules of a co-operative may adopt by reference all or any of the\nprovisions of the model rules:\n(a) as in force from time to time, unless paragraph (b) applies; or\n(b) as in force at a particular time, if the rules so provide.\n","sortOrder":85},{"sectionNumber":"66","sectionType":"section","heading":"Relationship of this Division to Division 1","content":"66 Relationship of this Division to Division 1\nIf the rules of a co-operative adopt a model rule as in force from\ntime to time and the model rule is amended, Division 1 does not\nrequire the amendment (so far as it affects the rules of the\nco-operative) to be approved or registered before the amendment\ntakes effect in relation to the co-operative.\nPart 2.4 Shares\nDivision 1 Nature of share\n67 Nature of share in co-operative\n(1) A share or other interest in a co-operative:\n(a) is personal property; and\n(b) is transferable or transmissible as provided by this Law and\nthe rules of the co-operative; and\n\nCo-operatives (National Uniform Legislation) Act 2015 62\n(c) is, subject to the rules of the co-operative, capable of\ndevolution by will or by operation of law.\n(2) Subject to subsection (1):\n(a) the laws applying to ownership of and dealing with personal\nproperty apply to a share or other interest of a member in a\nco-operative as they apply to other property; and\n(b) equitable interests in a share or other interest of a member in\na co-operative may be created, dealt with and enforced as in\nthe case of other personal property.\nDivision 2 Disclosure requirements for distributing\n","sortOrder":86},{"sectionNumber":"68","sectionType":"section","heading":"Registration of current disclosure statement","content":"68 Registration of current disclosure statement\n(1) A distributing co-operative must take all reasonable steps to ensure\nthat it has a current disclosure statement registered with the\n(2) The disclosure statement must contain the information necessary to\nensure prospective members are adequately informed of the nature\nand extent of a person's financial involvement or liability as a\nmember of the co-operative including so far as applicable:\n(a) the active membership provisions of the co-operative; and\n(b) the rights and liabilities attaching to shares in the co-operative;\nand\n(c) any other information that the Registrar directs to be included.\n(3) A formation disclosure statement approved by the Registrar under\nsection 25 is taken to be registered with the Registrar for the\npurposes of this section until it stops being current under\nsubsection (4).\n(4) A disclosure statement stops being current when:\n(a) a change occurs in the rights or liabilities attaching to any\nclass of share in the co-operative; or\n(b) a significant change occurs in the financial position or\nprospects of the co-operative.\n\nCo-operatives (National Uniform Legislation) Act 2015 63\n(5) The co-operative must register a new disclosure statement with the\nRegistrar when the currently registered disclosure statement stops\nbeing current, and must do so within 14 days (or a longer period\napproved by the Registrar) after it stops being current.\n","sortOrder":87},{"sectionNumber":"69","sectionType":"section","heading":"Restrictions on advertising and publicity (cf Corporations","content":"69 Restrictions on advertising and publicity (cf Corporations\nAct s 734)\nan offer, or intended offer, of shares in a distributing co-operative\nunless a current disclosure statement relating to the shares is:\n(c) registered with the Registrar under section 68; or\n(d) lodged with the Registrar for registration under section 68.\n(2) Subsection (1) applies in relation to shares in a distributing\nco-operative only if:\n(3) A person does not contravene subsection (1) by publishing an\n\nCo-operatives (National Uniform Legislation) Act 2015 64\n","sortOrder":88},{"sectionNumber":"70","sectionType":"section","heading":"Disclosure to intending shareholders in distributing","content":"70 Disclosure to intending shareholders in distributing\n(1) The board of a distributing co-operative must give a person who\nintends to acquire shares in the co-operative and is not already a\nshareholder in the co-operative:\n(a) a current disclosure statement; and\n(b) any other information the Registrar directs.\n(2) The disclosure statement and any other information required under\nsubsection (1) and Part 2.5 must be given before the person\nbecomes bound to acquire the shares.\n","sortOrder":89},{"sectionNumber":"71","sectionType":"section","heading":"Exemptions from disclosure statements","content":"71 Exemptions from disclosure statements\nco-operative or class of co-operatives from any or all of the\nprovisions of this Division.\n(2) An exemption under subsection (1) may be given only if the\nRegistrar is satisfied that compliance with the requirement would be\ninappropriate in the circumstances or would impose an\nunreasonable burden.\n(3) An exemption may be given unconditionally or subject to conditions.\nDivision 3 Compensation for defective disclosure\n","sortOrder":90},{"sectionNumber":"72","sectionType":"section","heading":"Contravention leading to right to recover for loss or damage","content":"72 Contravention leading to right to recover for loss or damage\n(cf Corporations Act s 728)\nA co-operative contravenes this section if a disclosure statement is\ngiven to a person under section 70 and:\n(a) there is:\n(i) a misleading or deceptive statement in the disclosure\nstatement or in any application form or document that\naccompanies the disclosure statement; or\n(ii) an omission from the disclosure statement of material or\ninformation required to be contained in the statement by\nor under this Law;\nand the misleading or deceptive statement or the omission is\nmaterially adverse from the point of view of the person to\nwhom it is given; or\n\nCo-operatives (National Uniform Legislation) Act 2015 65\n(b) the disclosure statement is not current (as referred to in\nsection 70(1)).\n","sortOrder":91},{"sectionNumber":"73","sectionType":"section","heading":"Right to recover for loss or damage resulting from","content":"73 Right to recover for loss or damage resulting from\ncontravention (cf Corporations Act s 729)\n(1) A person who suffers loss or damage because of a contravention of\nsection 72 in relation to a co-operative may recover the amount of\nthe loss or damage from a person referred to in a following\nparagraph if the loss or damage is one that the paragraph makes\nthe person liable for, even if the person did not commit, and was not\ninvolved in, the contravention:\n(a) the co-operative is liable for loss or damage caused by any\ncontravention of section 72 in relation to the disclosure\nstatement;\n(b) each director of the co-operative is liable for loss or damage\ncaused by any contravention of section 72 in relation to the\ndisclosure statement;\n(c) a person named in the disclosure statement with their consent\nas having made a statement (see section 615):\n(i) that is included in the disclosure statement; or\n(ii) on which a statement made in the disclosure statement\nis based;\nis liable for loss or damage caused by the inclusion of the\nstatement in the disclosure statement;\n(d) a person who is involved in the contravention of section 72 is\nliable for loss or damage caused by that contravention.\n(2) An action under subsection (1) may begin at any time within 6 years\nafter the day on which the cause of action arose.\n(3) This Division does not affect any liability that a person has under\nany other law.\nNote\n\nCo-operatives (National Uniform Legislation) Act 2015 66\n","sortOrder":92},{"sectionNumber":"74","sectionType":"section","heading":"Due diligence defence (cf Corporations Act s 731)","content":"74 Due diligence defence (cf Corporations Act s 731)\n(1) A person is not liable under this Division in relation to a\ncontravention of section 72 because of a misleading or deceptive\nstatement if the person proves they:\n(b) after doing so, believed on reasonable grounds that the\nstatement was not misleading or deceptive.\n(2) A person is not liable under this Division in relation to a\ncontravention of section 72 because of an omission from a\ndisclosure statement in relation to a particular matter or particular\ninformation if the person proves they:\n(b) after doing so, believed on reasonable grounds that there was\nno omission from the statement in relation to that matter or\ninformation.\n(3) A person is not liable under this Division in relation to a\ncontravention of section 72 because a disclosure statement is not\ncurrent if the person proves they:\n(b) after doing so, believed on reasonable grounds that the\nstatement was current.\n","sortOrder":93},{"sectionNumber":"75","sectionType":"section","heading":"General defences (cf Corporations Act s 733)","content":"75 General defences (cf Corporations Act s 733)\n(1) A person is not liable under this Division in relation to a\ncontravention of section 72 because of a misleading or deceptive\nstatement in, or an omission from, a disclosure statement if the\nperson proves that they placed reasonable reliance on information\ngiven to them by:\n(a) if the person is a body – someone other than a director,\nemployee or agent of the body; or\n(b) if the person is an individual – someone other than an\nemployee or agent of the individual.\n\nCo-operatives (National Uniform Legislation) Act 2015 67\n(2) For the purposes of subsection (1), a person is not the agent of a\nbody or individual merely because they perform a particular\nprofessional or advisory function for the body or individual.\n(3) A person is not liable under this Division in relation to a\ncontravention of section 72 because a disclosure statement is not\ncurrent if the person proves that they were not aware of the\ncircumstance or event that caused the statement to cease to be\ncurrent.\nDivision 4 Issue of shares\n","sortOrder":94},{"sectionNumber":"76","sectionType":"section","heading":"Shares – general","content":"76 Shares – general\n(1) The share capital of a co-operative varies in amount according to\nthe nominal value of shares from time to time subscribed.\n(2) Shares are to be of a fixed amount that must be specified in the\n(3) A co-operative may have more than one class of shares if the\nshareholding and the rights of shareholders comply with the\nco-operative principles.\n(4) Subject to this Part and Part 2.5, shares must not be issued to a\nnon-member.\n","sortOrder":95},{"sectionNumber":"77","sectionType":"section","heading":"Minimum number of shares to be subscribed for","content":"77 Minimum number of shares to be subscribed for\n(1) A member of a co-operative with share capital must subscribe for\nsuch minimum number of shares (if any) as may be required by the\n(2) The minimum number may be determined by reference to the use\nmade by the member of the co-operative or in any other manner\nspecified in the rules of the co-operative.\n(3) An amendment of the rules of the co-operative as to the minimum\nnumber of shares to be subscribed for does not operate to require\nan existing member of the co-operative to subscribe for additional\nshares, but an existing member is not prevented from agreeing to\nsubscribe for additional shares.\n(4) This section does not affect section 82.\n","sortOrder":96},{"sectionNumber":"78","sectionType":"section","heading":"Minimum paid up amount","content":"78 Minimum paid up amount\n(1) A share must not be allotted unless at least 10% of the nominal\nvalue of the share has been paid.\n\nCo-operatives (National Uniform Legislation) Act 2015 68\n(2) Any balance unpaid for shares at the time of allotment must be paid\nin a way specified in the rules of the co-operative or permitted by\n(3) This section does not apply to a bonus share issued under\nsection 83 or 357.\n(4) This section does not affect shares issued before the\ncommencement of this section in this jurisdiction if the\nCo-operatives National Law Act of this jurisdiction so provides.\n","sortOrder":97},{"sectionNumber":"79","sectionType":"section","heading":"Shares not to be issued at a discount","content":"79 Shares not to be issued at a discount\nA co-operative must not issue shares at a discount.\n","sortOrder":98},{"sectionNumber":"80","sectionType":"section","heading":"Issue of shares at a premium","content":"80 Issue of shares at a premium\n(1) A distributing co-operative may issue shares at a premium.\n(2) A premium may be in the form of cash or other valuable\nconsideration.\n(3) If a distributing co-operative issues shares for which it receives a\npremium, an amount equal to the total amount or value of the\npremiums on the shares must be transferred to a share premium\naccount.\n(4) The share premium account is to be treated as paid-up share\ncapital of the distributing co-operative and may be applied in one or\nmore of the following ways:\n(a) in paying up unissued shares to be issued to members of the\nco-operative as fully paid bonus shares;\n(b) in paying up, in whole or in part, the balance unpaid on shares\npreviously issued to members of the co-operative;\n(c) in the payment of dividends, if the dividends are satisfied by\nthe issue of shares to members of the co-operative;\n(d) in writing off the preliminary expenses of the co-operative;\n(e) in providing for the premium payable on redemption of shares,\ndebentures or CCUs.\n","sortOrder":99},{"sectionNumber":"81","sectionType":"section","heading":"Joint ownership of shares","content":"81 Joint ownership of shares\nA share may be held by 2 or more persons jointly, unless the rules\nof the co-operative otherwise provide.\n\nCo-operatives (National Uniform Legislation) Act 2015 69\n","sortOrder":100},{"sectionNumber":"82","sectionType":"section","heading":"Members may be required to take up additional shares","content":"82 Members may be required to take up additional shares\n(1) The board of a distributing co-operative may require a member to\ntake up or subscribe for additional shares under a proposal\napproved by a special resolution of the co-operative passed by a\nspecial postal ballot.\n(2) The board of a distributing co-operative may deduct amounts in\npayment for additional shares from money payable to members for\ndealings with the co-operative, under a proposal approved by a\nspecial resolution of the co-operative passed by a special postal\n(3) A proposal to require a member to take up or subscribe for\nadditional shares must:\n(a) be accompanied by a disclosure statement, registered by the\nRegistrar, that explains the purpose for which the funds raised\nby the issue of the additional shares are to be used; and\n(b) clearly show the total number of additional shares to be issued\nand the basis on which the shares are to be apportioned\namong members; and\n(c) be accompanied by a statement informing the member that\nthe member may inform the board by notice on or before the\ndate stated in the statement (being a date before the passing\nof the special resolution) that the member resigns on the\npassing of the special resolution.\n(4) A proposal to deduct amounts in payment for additional shares from\namounts payable to members for their dealings with the distributing\nco-operative must clearly show:\n(a) the basis on which the deductions are to be made; and\n(b) the time and way of making those deductions.\n(5) A proposal approved under this section is binding on:\n(a) all members of the distributing co-operative at the date of the\npassing of the special resolution, other than a member who\nhas given a notice of resignation under subsection (3)(c); and\n(b) all persons who become members of the distributing\nco-operative after that date and before the total number of\nshares to be issued under the proposal has been issued.\n\nCo-operatives (National Uniform Legislation) Act 2015 70\n(6) The requirements in respect of a proposal to take up additional\nshares under subsection (3) do not apply to the issue of bonus\nshares under section 80(4)(a), 83 or 357.\n","sortOrder":101},{"sectionNumber":"83","sectionType":"section","heading":"Bonus share issues","content":"83 Bonus share issues\n(1) A distributing co-operative may issue bonus shares to members of\nthe co-operative if the assets of the co-operative:\n(a) have been sold at a profit; or\n(b) have been revalued at a greater value than that disclosed\nbefore the revaluation in the books of the co-operative.\n(2) This section does not apply if the assets were acquired for resale at\na profit.\n","sortOrder":102},{"sectionNumber":"84","sectionType":"section","heading":"Restrictions on bonus shares","content":"84 Restrictions on bonus shares\nBonus shares may be issued under section 83 subject to the\nfollowing restrictions:\n(a) each issue must have been approved by a special resolution\nof the co-operative;\n(b) they are to be issued as fully paid-up shares with no payment\nrequired to be made by a member of the co-operative to whom\nthey are issued;\n(c) they are to be issued only for shares of the same class of\nshares that are fully paid-up as at the date of issue of the\nbonus shares;\n(d) the total nominal value of bonus shares issued by a\nco-operative in any period of 12 months must not be more\nthan 20%, or another percentage prescribed under the\nNational Regulations, of the nominal value of the issued share\ncapital of the co-operative immediately before the date of\nissue of the bonus shares.\n","sortOrder":103},{"sectionNumber":"85","sectionType":"section","heading":"Notice about bonus shares","content":"85 Notice about bonus shares\nNotice of the meeting or postal ballot at which a resolution is to be\nproposed as a special resolution to approve a bonus share issue\nunder section 83 must be accompanied by:\n(a) a statement of the value of the assets concerned as disclosed\nin the books of the co-operative before the sale or revaluation;\nand\n\nCo-operatives (National Uniform Legislation) Act 2015 71\n(b) if the issue arises from, or partly from, a sale of assets – a\nstatement of the price for which the assets were sold; and\n(c) if the issue arises from, or partly from, a revaluation of\nassets – a certificate of value of the assets, being a certificate\ngiven in relation to a valuation made not more than one year\nbefore the date of the notice by:\n(i) a person prescribed by the National Regulations; or\n(ii) a person having qualifications prescribed by the National\nRegulations; and\n(d) particulars of acquisitions of shares in the co-operative made\nwithin the 3 years immediately preceding the date of the notice\nby or on behalf of each of its directors and his or her spouse\nor de facto partner and the father, mother, children, brothers\nand sisters of each director and each spouse or de facto\npartner; and\n(e) a certificate signed by 2 directors of the co-operative stating\nthat to the best of their knowledge and belief the issue of\nbonus shares would not be imprudent and no circumstances\nare known to them as to why the issue should not take place.\nDivision 5 Provisions applying to particular share\nsubscriptions\n","sortOrder":104},{"sectionNumber":"86","sectionType":"section","heading":"Definition","content":"86 Definition\ndisclosure statement means a disclosure statement, of any type,\nunder this Law.\n","sortOrder":105},{"sectionNumber":"87","sectionType":"section","heading":"Application of this Division","content":"87 Application of this Division\nThis Division applies in relation to shares in a co-operative only if:\n\nCo-operatives (National Uniform Legislation) Act 2015 72\n","sortOrder":106},{"sectionNumber":"88","sectionType":"section","heading":"Application money to be held on trust (cf Corporations","content":"88 Application money to be held on trust (cf Corporations\nAct s 722)\n(1) If a person offers shares for issue or sale under a disclosure\nstatement, the person must hold:\n(a) all application money received from people applying for shares\nunder the disclosure statement; and\n(b) all other money paid by them on account of the shares before\nthey are issued or transferred;\nin trust under this section for the applicants until:\n(c) the shares are issued or transferred; or\n(d) the money is returned to the applicants.\n(2) If the application money needs to be returned to an applicant, the\nperson must return the money as soon as practicable.\n","sortOrder":107},{"sectionNumber":"89","sectionType":"section","heading":"Minimum subscription condition must be fulfilled before issue","content":"89 Minimum subscription condition must be fulfilled before issue\nor transfer (cf Corporations Act s 723 (2))\nIf a disclosure statement for an offer of shares states that the\nshares will not be issued or transferred unless:\n(a) applications for a minimum number of the shares are received;\nor\n(b) a minimum amount is raised;\nthe person making the offer must not issue or transfer any of the\nshares until that condition is satisfied. For the purpose of working\nout whether the condition has been satisfied, a person who has\nagreed to take securities as underwriter is taken to have applied for\nthose shares.\nUnder section 88, the application money must be held in trust until the issue or\ntransfer of the shares.\n\nCo-operatives (National Uniform Legislation) Act 2015 73\nThis section prevents the issue or transfer of the shares not only to those who\napply for them in response to the disclosure statement but also to those who do\nnot need to apply for them (for example, because they are to take the securities\nunder an underwriting agreement).\n","sortOrder":108},{"sectionNumber":"90","sectionType":"section","heading":"Repayment of money if disclosure statement condition not met","content":"90 Repayment of money if disclosure statement condition not met\n(cf Corporations Act s 724(1)(a), (1A) and (2)(a))\n(1) If:\n(a) a person offers shares under a disclosure statement; and\n(b) the disclosure statement states (expressly or impliedly) that it\nis a condition that the shares will not be issued or transferred\nunless:\n(i) applications for a minimum number of the shares are\nreceived; or\n(ii) a minimum amount is raised; and\n(c) that condition is not satisfied within 4 months after the date of\nthe disclosure statement;\nthe person must repay the money received by the person in respect\nof any applications for the shares made under the disclosure\nstatement that have not resulted in an issue or transfer of the\nshares.\n(2) For the purpose of working out whether a condition referred to in\nsubsection (1) has been satisfied, a person who has agreed to take\nshares as underwriter is taken to have applied for those shares.\nDivision 6 Disclosure and registration of interests in shares\n","sortOrder":109},{"sectionNumber":"91","sectionType":"section","heading":"Direction to disclose (cf Corporations Act s 672A(1))","content":"91 Direction to disclose (cf Corporations Act s 672A(1))\nThe board of a co-operative may direct:\n(a) a member of the co-operative; or\n(b) a person named in a previous disclosure under section 92 as\nhaving a relevant interest in, or having given instructions\nabout, shares in the co-operative;\n\nCo-operatives (National Uniform Legislation) Act 2015 74\nto make the disclosure required by section 92.\n","sortOrder":110},{"sectionNumber":"92","sectionType":"section","heading":"Disclosure by member of relevant interests and instructions","content":"92 Disclosure by member of relevant interests and instructions\n(cf Corporations Act s 672B)\n(1) A person given a direction under section 91 must disclose in writing\nto the board of the co-operative giving the direction:\n(a) full details of their own relevant interest in the shares and of\nthe circumstances that give rise to that interest; and\n(b) the name and address of each other person who has a\nrelevant interest in any of the shares together with full details\nof:\n(i) the nature and extent of the interest; and\n(ii) the circumstances that give rise to the other person's\ninterest; and\n(c) the name and address of each person who has given the\nperson instructions about:\n(i) the acquisition or disposal of the shares; or\n(ii) the exercise of any voting or other rights attached to the\nshares; or\n(iii) any other matter relating to the shares or interests;\ntogether with full details of those instructions (including the\ndate or dates on which they were given).\n(2) However, a matter referred to in subsection (1)(b) or (c) need be\ndisclosed only to the extent to which it is known to the person\nrequired to make the disclosure.\n(4) A defendant bears an evidential burden in relation to the matter in\nsubsection (2).\n(5) The disclosure must be made within 5 business days after:\n(a) the person is given the direction; or\n\nCo-operatives (National Uniform Legislation) Act 2015 75\n(b) if the person applies for an exemption under subsection (6)\nfrom complying with the direction and the Registrar refuses to\ngrant the exemption – the Registrar notifies the person of the\nRegistrar's decision on the application.\n(6) The Registrar may, by designated instrument, exempt a person\nfrom complying with a direction if the Registrar believes the\ndirection is unjustified.\n(7) The person does not have to comply with a direction given by the\nco-operative if the person proves that the giving of the direction is\nvexatious.\n(8) A board that receives information from a person acting on a\ndirection given to the person by the board must pay to the person\nthe fee (if any):\n","sortOrder":111},{"sectionNumber":"93","sectionType":"section","heading":"Registration as trustee, executor or administrator on death of","content":"93 Registration as trustee, executor or administrator on death of\nowner of shares\n(1) A trustee, executor or administrator of the estate of a dead person\nwho was the registered holder of a share in a co-operative may be\nregistered as the holder of the share as trustee, executor or\nadministrator of the estate.\n(2) A trustee, executor or administrator of the estate of a dead person\nwho was entitled in equity to a share in a co-operative may, with the\nconsent of the co-operative and of the registered holder of the\nshare, be registered as the holder of the share as trustee, executor\nor administrator of the estate.\n","sortOrder":112},{"sectionNumber":"94","sectionType":"section","heading":"Registration as administrator of estate on incapacity of","content":"94 Registration as administrator of estate on incapacity of\nshareholder\n(1) This section applies to a person (the appointed person) who is\nappointed under a law of a jurisdiction relating to the administration\nof the estates of persons who, through mental or physical infirmity,\nare incapable of managing their affairs, to administer the estate of\nanother person (the incapable person).\n(2) If the incapable person is the registered holder of a share in a\nco-operative, the appointed person may be registered as the holder\nof the share as administrator of the estate of the incapable person.\n\nCo-operatives (National Uniform Legislation) Act 2015 76\n(3) If the incapable person is entitled in equity to a share in a\nco-operative, the appointed person may, with the consent of the\nco-operative and of the registered holder of the share, be registered\nas the holder of the share as administrator of the estate of the\nincapable person.\n","sortOrder":113},{"sectionNumber":"95","sectionType":"section","heading":"Registration as Official Trustee in Bankruptcy","content":"95 Registration as Official Trustee in Bankruptcy\n(1) This section applies when a share in a co-operative that is the\nproperty of a bankrupt vests by force of the Bankruptcy Act 1966 of\nthe Commonwealth in the Official Trustee in Bankruptcy.\n(2) If the bankrupt is the registered holder of the share, the official\ntrustee may be registered as the holder of the share as the Official\nTrustee in Bankruptcy.\n(3) If the bankrupt is entitled in equity to the share, the official trustee\nmay, with the consent of the co-operative and of the registered\nholder of the share, be registered as the holder of the share as the\nOfficial Trustee in Bankruptcy.\n","sortOrder":114},{"sectionNumber":"96","sectionType":"section","heading":"Liabilities of person registered as trustee or administrator","content":"96 Liabilities of person registered as trustee or administrator\n(1) A person registered under section 93, 94 or 95 is, while so\nregistered, subject to the same liabilities in relation to the share as\nthe liabilities to which the person would have been subject if the\nshare had remained, or had been, registered in the name of the\ndead person, the incapable person or the bankrupt.\n(2) The person registered is subject to no other liabilities in relation to\nthe share.\n","sortOrder":115},{"sectionNumber":"97","sectionType":"section","heading":"Notice of trusts in register of members","content":"97 Notice of trusts in register of members\nShares held by a trustee under a particular trust may, with the\nconsent of the co-operative, be marked in the register of members\nin a way that identifies the shares as being held under the trust.\n","sortOrder":116},{"sectionNumber":"98","sectionType":"section","heading":"No notice of trust except as provided by this Division","content":"98 No notice of trust except as provided by this Division\nExcept as provided in this Division:\n(a) no notice of a trust, whether express, implied or constructive,\nis to be entered on a register or be receivable by the\n(b) no liabilities are affected by anything done under this Division;\nand\n\nCo-operatives (National Uniform Legislation) Act 2015 77\n(c) nothing done under this Division affects a co-operative with\nnotice of a trust.\nDivision 7 Sale or transfer of shares\n","sortOrder":117},{"sectionNumber":"99","sectionType":"section","heading":"Sale or transfer of shares","content":"99 Sale or transfer of shares\nA share in a co-operative cannot be sold or transferred except:\n(a) on the death of a member – under Division 8; or\n(b) to a person appointed to administer the estate of a\nshareholder under a law relating to the administration of the\nestates of persons who, through mental or physical infirmity,\nare incapable of managing their affairs; or\n(c) with the consent of the board – to any person, if there are\nreasonable grounds for believing the person will be an active\nmember of the co-operative.\n","sortOrder":118},{"sectionNumber":"100","sectionType":"section","heading":"Sale or transfer of shares to be subject to rules","content":"100 Sale or transfer of shares to be subject to rules\n(1) A share in a co-operative cannot be sold or transferred except\nunder the rules of the co-operative.\n(2) Without limiting subsection (1), a share in a co-operative cannot be\nsold or transferred to 2 or more persons jointly if the rules of the\nco-operative do not (either generally or in the circumstances of the\nparticular case) allow the share to be held jointly.\n","sortOrder":119},{"sectionNumber":"101","sectionType":"section","heading":"Transfer not effective until registered","content":"101 Transfer not effective until registered\nThe transfer (by sale or otherwise) of a share in a co-operative is\nnot effective until the transfer is registered and the name of the\ntransferee is entered in the register of members in respect of the\nshare.\n","sortOrder":120},{"sectionNumber":"Div 8","sectionType":"division","heading":"Transfer of shares and other interests on death of","content":"Division 8 Transfer of shares and other interests on death of\nmember\n","sortOrder":121},{"sectionNumber":"102","sectionType":"section","heading":"Meaning of interest","content":"102 Meaning of interest\ninterest, of a deceased member, in a co-operative, includes:\n(a) the member's membership; and\n(b) any credit balance payable to the member; and\n\nCo-operatives (National Uniform Legislation) Act 2015 78\n(c) any loan from or to, or deposit with, the co-operative; and\n(d) any surplus arising on the sale by the co-operative as\nmortgagee of any property mortgaged by the deceased to the\n","sortOrder":122},{"sectionNumber":"103","sectionType":"section","heading":"Transfer of shares and other interests on death of member","content":"103 Transfer of shares and other interests on death of member\n(1) On the death of a member of a co-operative, the board must\ntransfer the deceased member's share or interest in the\nco-operative to:\n(a) the personal representative of the deceased member; or\n(b) one or more persons that the deceased's personal\nrepresentative specifies in an application for transfer made to\nthe co-operative within 3 months after the death of the\n(2) On the death of a member of a co-operative, the member's share or\ninterest in the co-operative cannot be transferred to a person other\nthan the personal representative of the deceased member except\nwith the consent of the board of the co-operative.\n(3) The board:\n(a) in the case of an application referred to in subsection (1)(b) –\nmust give its consent under subsection (2) to the transfer of\nthe deceased member's share or interest in the co-operative,\nunless the board reasonably believes the only transferee or\neach transferee will not be an active member of the\n(b) in any other case – may give its consent under subsection (2)\nonly if the board reasonably believes the only transferee or\neach transferee will be an active member of the co-operative.\n(4) The board must not give its consent under subsection (2) to the\ntransfer of a share if, because of the transfer, the nominal value of\nthe shares held by the transferee would be more than:\n(a) 20% of the nominal value of the share capital of the\n(b) if a lower percentage is specified in the rules of the\nco-operative – that lower percentage of the nominal value of\nthe share capital of the co-operative.\n(5) This section has effect subject to section 100.\n\nCo-operatives (National Uniform Legislation) Act 2015 79\n","sortOrder":123},{"sectionNumber":"104","sectionType":"section","heading":"Transfer of small shareholdings and interests on death","content":"104 Transfer of small shareholdings and interests on death\n(1) If the total value of a deceased member's shares or interest in a\nco-operative is less than $10 000 (or a higher amount prescribed by\nthe National Regulations), the board may, on the basis of evidence\nthat it considers sufficient, transfer the shares or interest under\nwhichever of the following paragraphs is appropriate:\n(a) if the member dies testate – to the person who appears to the\nboard to be entitled to the shares or interest under the will of\nthe deceased member;\n(b) if the member dies intestate – to any person who appears to\nthe board to be entitled to obtain a grant of administration of\nthe estate of the deceased, and that person must then hold\nthe shares or interest on the same trusts as if he or she had\nobtained the grant.\n(2) A transfer must not be made under this section after evidence has\nbeen produced to the co-operative of the grant of letters of\nadministration of the estate, or probate of the will, of the deceased\n(3) This section has effect subject to section 100.\n(4) In this section:\ntransfer of an interest includes the payment of money.\n","sortOrder":124},{"sectionNumber":"105","sectionType":"section","heading":"Value of shares and interests","content":"105 Value of shares and interests\nThe value of the shares or interest of a deceased member must be\ndecided, for the purposes of this Division, under the rules of the\n","sortOrder":125},{"sectionNumber":"106","sectionType":"section","heading":"Co-operative protected","content":"106 Co-operative protected\nAny transfer of property made by the board of a co-operative under\nthis Division is valid and effectual against any demand made on the\nco-operative by any other person.\n","sortOrder":126},{"sectionNumber":"Div 9","sectionType":"division","heading":"Repurchase of shares","content":"Division 9 Repurchase of shares\n","sortOrder":127},{"sectionNumber":"107","sectionType":"section","heading":"Purchase and repayment of shares","content":"107 Purchase and repayment of shares\n(1) The rules of a co-operative may authorise the co-operative:\n(a) to purchase any share of a member in the co-operative at the\nrequest of the member; and\n\nCo-operatives (National Uniform Legislation) Act 2015 80\n(b) to repay to a member, with the member's consent, all or any\npart of the amount paid up on any share held by the member\nwhen the amount repaid is not required for the activities of the\n(2) The amount paid by a co-operative under this section in purchasing\nshares or repaying any amount paid up on shares, or both, in any\nfinancial year of the co-operative must not be more than the total of:\n(a) 5% of the nominal value of the issued share capital of the\nco-operative immediately before the start of the financial year;\nand\n(b) the amount of any additional share capital of the co-operative\nsubscribed for within that year.\n(3) The members of a co-operative may, by special resolution, exempt\na co-operative from the operation of subsection (2) in relation to a\nparticular financial year, either unconditionally or subject to\nconditions.\n(4) The amount paid for a share when it is repurchased may be an\namount decided by the board that is less than the nominal value of\nthe share but only:\n(a) if the books of the co-operative disclose that the amount paid\nis the net shareholder's equity per share in the business of the\n(b) under the rules of the co-operative.\n(5) A co-operative must not purchase shares or repay amounts paid up\non shares if:\n(a) the co-operative is likely to become insolvent because of the\nrepurchase of the shares or because of the repayment of\namounts paid up on the shares; or\n(b) the co-operative is insolvent.\n(6) This section does not apply if the member has been expelled or has\nresigned from the co-operative or the member's membership has\nbeen otherwise cancelled under Part 2.6.\n\nCo-operatives (National Uniform Legislation) Act 2015 81\n","sortOrder":128},{"sectionNumber":"108","sectionType":"section","heading":"Deposits, debentures or CCUs instead of payment when share","content":"108 Deposits, debentures or CCUs instead of payment when share\nrepurchased\n(1) If a co-operative repurchases a share of a member, the\nco-operative may instead of paying the purchase price to the\nmember:\n(a) for a deposit-taking co-operative – apply the amount as an\ninterest-bearing deposit by the member with the co-operative;\nor\n(b) allot or issue debentures or CCUs of the co-operative to the\nmember in satisfaction of the amount.\n(2) Subsection (1) applies only if:\n(a) the board considers payment of the repurchase price would\nadversely affect the financial position of the co-operative; or\n(b) the board and the member so agree.\n(3) The deposit, debenture or CCU bears interest during any period:\n(i) at the rate (or, if there is more than one rate, at the\nhigher or highest rate) of dividend payable for that period\non the share capital of the co-operative; or\n(ii) if the rate of dividend payable for that period has not\nbeen decided – at the rate (or the higher or highest rate)\nshare capital of the co-operative – at the rate the board\n(b) for a co-operative without share capital – at the rate the board\nor (b) – at the higher rate.\n(4) The deposit, debenture or CCU must be repaid to the member as\nsoon as repayment would not, in the opinion of the board, adversely\naffect the financial position of the co-operative.\n\nCo-operatives (National Uniform Legislation) Act 2015 82\n(5) The deposit, debenture or CCU must in any case be repaid within\n10 years (or within any shorter period the rules of the co-operative\nrequire) after the repurchase of the shares concerned.\n","sortOrder":129},{"sectionNumber":"109","sectionType":"section","heading":"Cancellation of shares","content":"109 Cancellation of shares\nA co-operative must cancel any share purchased by or forfeited to\nthe co-operative under this Law or the rules of the co-operative.\nPart 2.5 Membership\nDivision 1 General\n110 Becoming a member of co-operative\n(1) On the registration of a co-operative, the persons who signed the\napplication for registration become members of the co-operative.\n(2) Other persons may be admitted as members of the co-operative as\nprovided by its rules.\n(3) A minor may be admitted as a member of the co-operative unless\nthe rules of the co-operative otherwise provide.\n(4) A corporation is not (merely because it is a corporation) disqualified\nfrom being a member of a co-operative unless the rules of the\nco-operative provide that corporations are disqualified from being\n(5) If 2 or more co-operatives merge, the members of the merged\nco-operative are:\n(a) the members of the merging co-operatives; and\n(b) other persons admitted as members of the merged\nco-operative under its rules.\n","sortOrder":130},{"sectionNumber":"111","sectionType":"section","heading":"Members of co-operative group","content":"111 Members of co-operative group\n(1) The members of a co-operative group are:\n(a) the co-operatives by which the co-operative group is formed;\nand\n(b) any other co-operative, admitted to membership in\naccordance with the rules of the co-operative group; and\n(c) any other corporation or other body admitted to membership in\naccordance with subsection (2).\n\nCo-operatives (National Uniform Legislation) Act 2015 83\n(2) A corporation or other body, not being a co-operative, may be\nadmitted to membership of the co-operative group if:\n(a) it is incorporated or registered under any other law, whether or\nnot a law of this jurisdiction; and\n(b) in the opinion of the board of the co-operative group, it is\ndesigned to function in accordance with co-operative\nprinciples; and\n(c) it is eligible to be admitted to membership in accordance with\nthe rules of the co-operative group.\n","sortOrder":131},{"sectionNumber":"112","sectionType":"section","heading":"Qualification for membership","content":"112 Qualification for membership\n(1) A person is not qualified to be admitted to membership of a\nco-operative unless:\n(a) there are reasonable grounds for believing the person will be\nan active member of the co-operative; and\n(b) the person is otherwise eligible under the rules of the\n(2) The rules of a co-operative must contain provisions that:\n(a) impose a duty on all persons who become members to be\nactive members; and\n(b) set out the consequences of failing to be, or ceasing to be, an\nactive member.\n","sortOrder":132},{"sectionNumber":"113","sectionType":"section","heading":"Membership may be joint","content":"113 Membership may be joint\nMembership of a co-operative may be individual and, unless the\nrules of the co-operative provide otherwise, may be joint.\n","sortOrder":133},{"sectionNumber":"114","sectionType":"section","heading":"Minors","content":"114 Minors\n(1) A member of a co-operative is not entitled to avoid any obligation or\nliability as a member under a contract, deed or other document\nentered into as a member on any ground relating to minority.\n(2) A minor is not competent to hold any office in a co-operative.\n(3) A member of a co-operative who is a minor is not entitled to vote,\nbut this does not apply to joint membership of a co-operative except\nwhere all the joint members are minors.\n(4) This section applies only to individuals.\n\nCo-operatives (National Uniform Legislation) Act 2015 84\n","sortOrder":134},{"sectionNumber":"115","sectionType":"section","heading":"Representatives of corporations","content":"115 Representatives of corporations\n(1) If a corporation is a member of a co-operative, it may by instrument\nserved on the co-operative appoint a person to represent it in\nrelation to its membership.\n(2) A corporation must not appoint a person to represent the\ncorporation as a member of a co-operative if the person is currently\na member of the co-operative or a representative of another\ncorporation member.\n(3) The power to appoint a representative is subject to any restriction\nimposed by the rules of the co-operative as to the entitlement of a\nperson to represent a corporation.\n(4) A person is not qualified to be appointed the representative of a\ncompany that is not a listed corporation (within the meaning of the\nCorporations Act) unless the person is an officer, member or\nemployee of the company.\n","sortOrder":135},{"sectionNumber":"116","sectionType":"section","heading":"Notification of shareholders and shareholdings","content":"116 Notification of shareholders and shareholdings\nOn the request of the board of a co-operative, a corporation that is\na member of the co-operative must provide the board of the\nco-operative with:\n(a) a list of the names of all the shareholders of the corporation\nand the number of shares held by each shareholder; or\n(b) in the case of a corporation without share capital – a list of the\nmembers of the corporation;\nwithin 7 days of the request.\n","sortOrder":136},{"sectionNumber":"117","sectionType":"section","heading":"Circumstances in which membership ceases – all","content":"117 Circumstances in which membership ceases – all\n(1) A person ceases to be a member of a co-operative in each of the\nfollowing circumstances and as otherwise provided by this Law:\n(a) if the member's membership is cancelled under Part 2.6;\n(b) if the member is expelled or resigns under the rules of the\n\nCo-operatives (National Uniform Legislation) Act 2015 85\n(c) if:\n(i) the individual member becomes bankrupt or the\ncorporate member becomes insolvent; or\n(ii) the member's property becomes subject to control under\nthe law relating to bankruptcy;\nunless provision is made to the contrary in the rules of the\n(d) on the death of the member;\n(e) if the contract of membership is rescinded on the ground of\nmisrepresentation or mistake;\n(f) for a member that is a corporation – if the corporation is\nderegistered.\n(2) On the death of a member, the member's estate remains liable as\nthe member until the member's personal representative or some\nother person is registered in the member's place.\n","sortOrder":137},{"sectionNumber":"118","sectionType":"section","heading":"Additional circumstances in which membership ceases –","content":"118 Additional circumstances in which membership ceases –\nco-operatives with share capital\nIn the case of a co-operative that has share capital, in addition to\nthe circumstances in section 117, a member ceases to be a\nmember if:\n(a) the member's total shareholding is transferred to another\nperson under the rules of the co-operative and the name of\nthe transferee is entered in the register of members in respect\nof the shareholding; or\n(b) the member's total shareholding is forfeited under this Law or\nthe rules of the co-operative; or\n(c) the member's total shareholding is sold by the co-operative\nunder a power conferred by the rules of the co-operative, and\nthe name of the purchaser is entered in the register of\nmembers in respect of the shareholding; or\n(d) the member's total shareholding is purchased by the\nco-operative under this Law; or\n(e) the amount paid up on the member's shares is repaid to the\nmember under the rules of the co-operative.\n\nCo-operatives (National Uniform Legislation) Act 2015 86\n","sortOrder":138},{"sectionNumber":"119","sectionType":"section","heading":"Carrying on business with too few members","content":"119 Carrying on business with too few members\n(1) A person who is a director of a co-operative must not knowingly\nallow the co-operative to continue to carry on business with fewer\nthan the minimum number of members allowed (under\nsubsection (3)) for more than 28 days after the number of members\nfalls below that minimum number.\n(2) Each person who is found guilty of an offence under subsection (1)\nis also liable to satisfy all obligations of the co-operative incurred\nafter the 28 days referred to in subsection (1), and may be sued\nwithout any other member being joined in the action.\n(3) The minimum number of members allowed is:\n(a) in the case of a co-operative group – 2 co-operatives; or\n(b) in the case of any other co-operative:\nthat number of active members; or\n(ii) otherwise – 5 active members.\nNote\nSee section 20 for composite approvals.\n(4) The Registrar may, by written notice, extend and further extend in a\nparticular case the period of 28 days referred to in subsection (1).\n(5) An application for an extension must be made in the approved form\nbefore the period to be extended ends.\nDivision 2 Rights and liabilities of members\n","sortOrder":139},{"sectionNumber":"120","sectionType":"section","heading":"Rights of membership not exercisable until registered etc.","content":"120 Rights of membership not exercisable until registered etc.\n(1) A member of a co-operative is not entitled to exercise any rights of\nmembership until:\n(a) the member's name appears in the register of members; and\n(b) the member has made any payment to the co-operative for\nmembership or acquired any share or interest that is provided\nfor in the rules of the co-operative.\n\nCo-operatives (National Uniform Legislation) Act 2015 87\n(2) A co-operative must ensure the name of a person admitted to\nmembership is recorded in the register of members within 28 days\nafter the person is admitted to membership.\nMaximum penalty (for subsection (2)): $2 000.\n","sortOrder":140},{"sectionNumber":"121","sectionType":"section","heading":"Liability of members to co-operative","content":"121 Liability of members to co-operative\n(1) A member of a co-operative is not, as a member, under any\npersonal liability to the co-operative, except as provided by this\n(2) A member of a co-operative with share capital is liable to the\nco-operative for the amount (if any) unpaid on the shares held by\nthe member together with any charges payable by the member to\nthe co-operative as required by the rules of the co-operative.\n(3) A member of a co-operative without share capital is liable to the\nco-operative for any charges payable by the member to the\nco-operative as required by the rules of the co-operative.\n(4) This section does not affect a liability that a member of a\nco-operative may have to the co-operative in respect of:\n(a) any trade or other business conducted by the member with the\n(b) any fines imposed on the member by the co-operative.\n","sortOrder":141},{"sectionNumber":"122","sectionType":"section","heading":"Co-operative to give information to person intending or","content":"122 Co-operative to give information to person intending or\napplying to become a member\n(1) The board of a co-operative must give each person intending or\napplying to become a member of the co-operative:\n(a) a consolidated copy of the rules of the co-operative; and\n(b) a copy of all special resolutions that would apply to the\nprospective member passed by the members of the\nco-operative, except special resolutions providing for an\namendment of the rules of the co-operative; and\n(c) a copy of the most recent financial information reported to\nmembers of the co-operative under Part 3.3.\n\nCo-operatives (National Uniform Legislation) Act 2015 88\n(2) The board of a co-operative may comply with subsection (1):\n(a) by:\n(i) giving the person notice that the documents referred to\nin subsection (1) may be inspected by the person at the\nregistered office of the co-operative and at each other\noffice of the co-operative in or outside this jurisdiction,\nincluding outside Australia; and\n(ii) making the documents available for inspection in person;\nor\n(b) if the person has elected to receive the documents as an\nelectronic copy – by sending the person an electronic copy of\nthe documents; or\n(c) if the person did not make the election – by directly notifying,\nin writing, that the documents are accessible on the website\nand specifying the direct address on the website where the\ndocuments may be accessed.\nNote\nA direct address may be specified, for example, by specifying the URL of the\ndocuments.\n","sortOrder":142},{"sectionNumber":"123","sectionType":"section","heading":"False copy of documents","content":"123 False copy of documents\n(1) A person who, in purported compliance with section 122:\n(a) gives a person intending or applying to become a member of a\nco-operative a document as a copy of:\nNote\nSection 58 deals with false copies of rules.\n\nCo-operatives (National Uniform Legislation) Act 2015 89\n(2) A person who, in purported compliance with section 122:\n(a) makes available for inspection by a person intending or\napplying to become a member of a co-operative a document\nas a copy of:\n","sortOrder":143},{"sectionNumber":"124","sectionType":"section","heading":"Entry fees and regular subscriptions","content":"124 Entry fees and regular subscriptions\n(1) The rules of a co-operative may:\n(a) require the payment by members of entry fees and regular\nsubscriptions; and\n(b) provide for the repayment of the fees and subscriptions on a\nperson's ceasing to be a member.\n(2) The calculation of the amount of a particular member's regular\nsubscription may be based on the value of business the member\ndoes with the co-operative or on profits earned by the co-operative\non business done by the member with the co-operative.\n(3) A co-operative must give to any person intending or applying to\nbecome a member written notice of entry fees or regular\nsubscriptions payable by a member to the co-operative.\n(4) A person who becomes a member of the co-operative is not liable\nto pay entry fees or regular subscriptions except:\n(a) the fees or subscriptions of which the person was given\nwritten notice before becoming a member; and\n(b) any regular subscriptions that are imposed in accordance with\nthe rules of the co-operative and of which the member has\nbeen given notice.\n\nCo-operatives (National Uniform Legislation) Act 2015 90\n","sortOrder":144},{"sectionNumber":"125","sectionType":"section","heading":"Members etc. may be required to deal with co-operative","content":"125 Members etc. may be required to deal with co-operative\n(1) The rules of a co-operative may contain provisions that require a\nmember to have stated dealings with the co-operative for a fixed\nperiod and to enter into a contract for that purpose.\n(2) A co-operative may, if authorised by its rules, make a contract with\na member containing provisions that require the member to have\nstated dealings with the co-operative for a fixed period.\n(3) In particular, the provisions of the rules of the co-operative or a\ncontract may require a member:\n(a) to sell products through or to the co-operative; or\n(b) to obtain supplies or services through or from the\n(c) to pay to the co-operative a stated amount as liquidated\ndamages for any failure to comply with a requirement\nauthorised by this section.\n(4) Any amount required to be paid to the co-operative as liquidated\ndamages is, for the purposes of section 127, a debt payable by the\nmember to the co-operative and is accordingly subject to that\n(5) A contract authorised by this section is binding on the co-operative\nand all other parties even though, apart from this Law, the contract\nwould be invalid as being in restraint of trade.\n(6) Rules authorised by this section are authorised even though, apart\nfrom this section, the rules might be invalid as being in restraint of\ntrade.\n","sortOrder":145},{"sectionNumber":"126","sectionType":"section","heading":"Fines payable by members","content":"126 Fines payable by members\n(1) A co-operative may impose a fine on a member for an infringement\nof the rules of the co-operative if the rules so provide.\n(2) A fine imposed under subsection (1) must not be more than the\nmaximum fine fixed by the rules of the co-operative.\n(3) A fine must not be imposed unless:\n(a) notice of intention to impose the fine and the reason for it has\nbeen given to the member; and\n\nCo-operatives (National Uniform Legislation) Act 2015 91\n(b) the member has been given a reasonable opportunity to\nappear before the board in person (with or without witnesses),\nor to send to the board a written statement, to show cause\nwhy the fine should not be imposed.\n(4) The co-operative may set-off the whole or any part of the fine\nagainst an amount payable to the member for produce delivered by\nthe member to the co-operative, but no part of the fine is to be\nset-off against any advance payable to the member from the\nco-operative under the rules of the co-operative against produce so\ndelivered.\n","sortOrder":146},{"sectionNumber":"127","sectionType":"section","heading":"Lien and set-off","content":"127 Lien and set-off\n(1) A co-operative has, in relation to any debt payable by a member or\nformer member to the co-operative, a lien on each of the following:\n(a) the share or interest in the capital and the credit balance and\ndeposits of the member or former member;\n(b) any rebate, bonus, dividend or interest payable to the member\nor former member;\n(c) any entry fees and regular subscriptions required to be repaid\nto a member when the member ceases to be a member.\n(2) The co-operative may set-off any amount paid on account of that\nshare or other thing, or any amount credited or payable to the\nmember or former member, in or towards payment of the debt.\n(3) The lien created by this section may be enforced by the\nappropriation by the co-operative of the thing that is subject to the\nlien, but only after at least 7 days notice has been given to the\nmember or former member.\n(4) Any share in relation to which capital has been so appropriated\nmust be cancelled.\n","sortOrder":147},{"sectionNumber":"128","sectionType":"section","heading":"Repayment of shares on expulsion or resignation","content":"128 Repayment of shares on expulsion or resignation\n(1) When a member is expelled or resigns from a co-operative under\nits rules, the co-operative must, within one year after the day of\nexpulsion or resignation:\n(a) repay to the former member an amount (the repayable\namount) made up of the amount paid up on the shares held\nby the member at the day of expulsion or resignation, less any\namount owed by the member to the co-operative at the day of\nexpulsion or resignation under the rules of the co-operative or\nany contract or otherwise; or\n\nCo-operatives (National Uniform Legislation) Act 2015 92\n(b) apply the repayable amount under subsection (2) if:\n(i) the board considers repayment would adversely affect\nthe financial position of the co-operative; or\n(ii) the board and the former member agree.\n(2) The repayable amount may be applied in one or more of the\nfollowing ways:\n(a) the co-operative may appropriate the amount as a donation to\nthe co-operative, but only if the former member consents in\nwriting to the donation;\n(b) if the co-operative is a deposit-taking co-operative – the\nco-operative may apply the amount as a deposit by the former\nmember with the co-operative;\n(c) the co-operative may allot or issue debentures or CCUs of the\nco-operative to the former member in satisfaction of the\namount.\n(3) If the balance sheet of the co-operative last issued before the\nexpulsion or resignation of a member of the co-operative disclosed\na loss or deficiency, there must be a proportionate reduction in the\ncapital to be repaid to the member.\n(4) That reduction must be by an amount that bears to the amount of\nthe loss or deficiency so disclosed the same proportion as the\nnumber of shares held by the member bore to the total number of\nshares held by all members of the co-operative as at the date of\nexpulsion or resignation of the member.\n(5) Shares for which capital has been repaid must be cancelled.\nNote\nSection 163 deals with repayment of amounts owing because of cancelled\nmembership.\nSections 164 and 165 deal with interest on, and repayment of, deposits,\ndebentures and CCUs referred to in this section.\nDivision 3 Disputes involving members\n","sortOrder":148},{"sectionNumber":"129","sectionType":"section","heading":"Grievance procedure","content":"129 Grievance procedure\n(1) The rules of a co-operative must set out a grievance procedure for\ndealing with any dispute under the rules between:\n(a) a member and another member; or\n\nCo-operatives (National Uniform Legislation) Act 2015 93\n(b) a member and the co-operative.\n(2) A member may appoint any person to act on behalf of the member\nin the grievance procedure.\n(3) The grievance procedure must allow for natural justice to be\napplied.\n(4) In this Division:\nmember includes any person who was a member not more than\n6 months before the dispute occurred.\n","sortOrder":149},{"sectionNumber":"130","sectionType":"section","heading":"Application to designated tribunal","content":"130 Application to designated tribunal\n(1) The designated tribunal may, on the application of a member or the\nco-operative, make an order declaring and enforcing:\n(a) the rights or obligations of members of the co-operative\nbetween themselves; or\n(b) the rights or obligations of the co-operative and any member\nbetween themselves.\n(2) An order may be made under this section whether or not a right of a\nproprietary nature is involved and whether or not the applicant has\nan interest in the property of the co-operative.\n(3) The designated tribunal may refuse to make an order on the\napplication or may make an order for costs against a party, whether\nsuccessful or not, if it considers that:\n(a) the issue raised in the application is trivial; or\n(b) having regard to the importance of the issue, the nature of the\nco-operative, any other available method of resolving the\nissue, the costs involved, lapse of time, acquiescence or any\nother relevant circumstance, it was unreasonable to make the\napplication; or\n(c) the unreasonable or improper conduct of a party:\n(i) has been responsible for the making of the application;\nor\n(ii) has added to the cost of the proceedings.\n\nCo-operatives (National Uniform Legislation) Act 2015 94\nDivision 4 Oppressive conduct of affairs\n","sortOrder":150},{"sectionNumber":"131","sectionType":"section","heading":"Interpretation – extended meaning of member","content":"131 Interpretation – extended meaning of member\nmember, in relation to a co-operative that has share capital,\nincludes a person to whom a share in the co-operative has been\ntransmitted by will or by operation of law.\n","sortOrder":151},{"sectionNumber":"132","sectionType":"section","heading":"Application of Division","content":"132 Application of Division\nThis Division does not apply to anything done under Part 2.6.\n","sortOrder":152},{"sectionNumber":"133","sectionType":"section","heading":"Application for order","content":"133 Application for order\nThe following persons may apply to the Supreme Court for an order\nunder this Division:\n(a) the Registrar;\n(b) a member who believes the affairs of the co-operative are\nbeing conducted in a way that is:\ndiscriminatory against, a member; or\n(ii) contrary to the interests of the members as a whole;\n(c) a member who believes an act or omission, or a proposed act\nor omission, by or on behalf of the co-operative, or a\nresolution, or a proposed resolution, of members, was or\nwould be:\ndiscriminatory against, a member; or\n(ii) contrary to the interests of the members as a whole.\n","sortOrder":153},{"sectionNumber":"134","sectionType":"section","heading":"Orders","content":"134 Orders\nOn application under this Division, the Supreme Court may make\nany order it considers appropriate including (without being limited\nto) one or more of the following orders:\n(a) an order that the Registrar appoint an administrator of the\n(b) an order that the co-operative be wound up;\n\nCo-operatives (National Uniform Legislation) Act 2015 95\n(c) an order for regulating the conduct of affairs of the\nco-operative in the future;\n(d) an order for the repayment of the member's shares under the\nprovisions of this Law for repayment of share capital;\n(e) an order for the purchase of the shares of any member by the\nco-operative and for the reduction accordingly of the\nco-operative's capital;\n(f) an order directing the co-operative to institute, prosecute,\ndefend or discontinue stated proceedings, or authorising a\nmember or members of the co-operative to institute,\nprosecute, defend or discontinue stated proceedings in the\nname and on behalf of the co-operative;\n(g) an order appointing a receiver or a receiver and manager of\nproperty of the co-operative;\n(h) an order restraining a person from engaging in stated conduct\nor from doing a stated act or thing;\n(i) an order directing a co-operative to become registered as a\ncompany under the Corporations Act;\n(j) an order requiring a person to do a stated act or thing;\n(k) an order as to costs;\n(l) an order making amendments to the rules of the co-operative.\n","sortOrder":154},{"sectionNumber":"135","sectionType":"section","heading":"Basis on which orders made","content":"135 Basis on which orders made\nThe Supreme Court may make an order under this Division if it\nconsiders that:\n(a) the affairs of a co-operative are being conducted in a way that\nis:\ndiscriminatory against, a member (an oppressed\nmember), whether or not in the capacity of a member; or\n(ii) contrary to the interests of the members as a whole; or\n\nCo-operatives (National Uniform Legislation) Act 2015 96\n(b) an act or omission, or a proposed act or omission, by or on\nbehalf of a co-operative, or a resolution, or a proposed\nresolution, of members, was or would be:\ndiscriminatory against, a member (an oppressed\nmember), whether or not in the capacity of a member; or\n(ii) contrary to the interests of the members as a whole.\n","sortOrder":155},{"sectionNumber":"136","sectionType":"section","heading":"Winding up need not be ordered if members unfairly","content":"136 Winding up need not be ordered if members unfairly\nprejudiced by order\nThe Supreme Court need not make an order under this Division for\nthe winding up of a co-operative if it considers the winding up of the\nco-operative would unfairly prejudice an oppressed member or\nunfairly prejudice the members as a whole.\n","sortOrder":156},{"sectionNumber":"137","sectionType":"section","heading":"Application of winding up provisions","content":"137 Application of winding up provisions\nIf an order that a co-operative be wound up is made under this\nDivision, the provisions of this Law relating to the winding up of\nco-operatives apply, with any modifications that are necessary, as if\nthe order had been made on an application filed in the Supreme\nCourt by the co-operative.\n","sortOrder":157},{"sectionNumber":"138","sectionType":"section","heading":"Changes to rules","content":"138 Changes to rules\n(1) If an order under this Division makes any amendment of the rules of\na co-operative:\n(a) the amendment has effect as if it had been properly made by\nspecial resolution of the co-operative; and\n(b) the co-operative must not (despite any other provisions of this\nLaw), without the leave of the Supreme Court, make any\nfurther amendment of the rules inconsistent with the\nprovisions of the order.\n(2) On receiving a copy of an order amending the rules of a\nco-operative the Registrar must register the amendment.\n","sortOrder":158},{"sectionNumber":"139","sectionType":"section","heading":"Copy of order to be filed with Registrar","content":"139 Copy of order to be filed with Registrar\nAn applicant for an order under this Division must file an office copy\nof the order with the Registrar within 14 days after it is made.\n\nCo-operatives (National Uniform Legislation) Act 2015 97\nDivision 5 Inspection of books\n","sortOrder":159},{"sectionNumber":"140","sectionType":"section","heading":"Order for inspection of books of co-operative (cf Corporations","content":"140 Order for inspection of books of co-operative (cf Corporations\nAct s 247A)\n(1) On application by a member of a co-operative, the Supreme Court\nmay make an order:\n(a) authorising the applicant to inspect books of the co-operative;\nor\n(b) authorising another person (whether a member or not) to\ninspect books of the co-operative on the applicant's behalf.\n(2) A person authorised to inspect books may make copies of the\nbooks unless the Supreme Court orders otherwise.\n(3) A person who:\n(a) is granted leave under section 580; or\n(b) applies for leave under that section; or\n(c) is eligible to apply for leave under that section;\nmay apply to the Supreme Court for an order under this section.\n(4) On application, the Supreme Court may make an order authorising:\n(a) the applicant to inspect books of the co-operative; or\n(b) another person to inspect books of the co-operative on the\napplicant's behalf.\n(5) The Supreme Court may make the order only if it is satisfied that:\n(a) the applicant is acting in good faith; and\n(b) the inspection is to be made for a purpose connected with:\n(i) applying for leave under section 580; or\n(ii) bringing or intervening in proceedings with leave under\nthat section.\n(6) A person authorised to inspect books may make copies of the\nbooks unless the Supreme Court orders otherwise.\n\nCo-operatives (National Uniform Legislation) Act 2015 98\n","sortOrder":160},{"sectionNumber":"141","sectionType":"section","heading":"Ancillary orders (cf Corporations Act s 247B)","content":"141 Ancillary orders (cf Corporations Act s 247B)\nIf the Supreme Court makes an order under section 140, the court\nmay make any other orders it considers appropriate, including\neither or both of the following:\n(a) an order limiting the use that a person who inspects books\nmay make of information obtained during the inspection;\n(b) an order limiting the right of a person who inspects books to\nmake copies in accordance with section 140(2).\n","sortOrder":161},{"sectionNumber":"142","sectionType":"section","heading":"Disclosure of information acquired in inspection","content":"142 Disclosure of information acquired in inspection\n(cf Corporations Act s 247C)\n(1) A person who inspects books on behalf of an applicant under\nsection 140 must not disclose information obtained during the\ninspection.\n(2) Subsection (1) does not apply to the extent that the disclosure is to:\n(b) the applicant.\n(4) A defendant bears an evidential burden in relation to the matter in\nsubsection (2).\n","sortOrder":162},{"sectionNumber":"143","sectionType":"section","heading":"Co-operative or directors may allow member to inspect books","content":"143 Co-operative or directors may allow member to inspect books\n(cf Corporations Act s 247D)\nThe board of a co-operative, or the co-operative by a resolution\npassed at a general meeting, may authorise a member to inspect\nbooks of the co-operative.\nPart 2.6 Active membership\nDivision 1 Definitions\n144 Meaning of primary activity\nA primary activity of a co-operative is an activity specified in the\nrules of the co-operative as a primary activity of the co-operative.\n\nCo-operatives (National Uniform Legislation) Act 2015 99\n","sortOrder":163},{"sectionNumber":"145","sectionType":"section","heading":"Meaning of active member","content":"145 Meaning of active member\nA member of a co-operative is an active member of the\nco-operative if the member:\n(a) uses or supports an activity of, or maintains a relationship or\nan arrangement with, the co-operative, for carrying on a\nprimary activity of the co-operative, in the way and to the\nextent the rules of the co-operative provide; or\n(b) maintains any other relationship or arrangement with the\nco-operative for carrying on a primary activity of the\nco-operative that the National Regulations provide.\n","sortOrder":164},{"sectionNumber":"146","sectionType":"section","heading":"Meaning of active membership provisions and resolutions","content":"146 Meaning of active membership provisions and resolutions\n(1) Active membership provisions in the rules of a co-operative are\nprovisions in the rules that state:\n(a) which of the activities of the co-operative are the primary\nactivities of the co-operative; and\n(b) the way in which, and the extent to which, a member of the\nco-operative must use or support an activity of, or maintain a\nrelationship or arrangement with, the co-operative, for carrying\non a primary activity of the co-operative, to establish active\nmembership of the co-operative.\n(2) An active membership resolution is a resolution that would, if\ngiven effect to, make or amend active membership provisions in the\nrules of a co-operative.\nDivision 2 Active membership provisions\n147 Number of primary activities required\nA co-operative must have at least one primary activity.\n148 Rules to contain active membership provisions\nThe board of a co-operative must ensure the rules of the\nco-operative contain active membership provisions under this Part.\n\nCo-operatives (National Uniform Legislation) Act 2015 100\n","sortOrder":165},{"sectionNumber":"149","sectionType":"section","heading":"Factors and considerations for deciding primary activities and","content":"149 Factors and considerations for deciding primary activities and\nother matters\n(1) The board of a co-operative must ensure the relevant factors and\nconsiderations are taken into account in deciding:\n(a) which of the activities of a co-operative are its primary\nactivities; and\n(b) the way and extent to which a member is required to use or\nsupport an activity of, or maintain a relationship or\narrangement with, a co-operative, for carrying on a primary\nactivity of the co-operative, to establish active membership of\n(2) The relevant factors and considerations are:\n(a) the primary activity or (if more than one) the primary activities\ntaken together must form the basic purpose for which the\nco-operative exists and a significant contribution to the\nbusiness of the co-operative; and\n(b) the way and extent of required utilisation, support, relationship\nor arrangement should be reasonable when considered in\nrelation to the activities of the co-operative as a whole; and\n(c) any other factors and considerations prescribed by the\n(3) The National Regulations may:\n(a) provide for the things to be taken into account in deciding\nwhether an activity makes a significant contribution to the\nbusiness of the co-operative; and\n(b) state minimum percentages of turnover, minimum amounts of\nincome or minimum amounts of business necessary to\nconstitute that significant contribution.\n(4) Factors and considerations may be prescribed by the National\nRegulations so as to apply to co-operatives generally or to a\nspecified class of co-operatives.\n(5) Nothing in this section limits the right of active members other than\nthe board of the co-operative to propose an active membership\nresolution.\n\nCo-operatives (National Uniform Legislation) Act 2015 101\n","sortOrder":166},{"sectionNumber":"150","sectionType":"section","heading":"Active membership provisions – distributing co-operatives","content":"150 Active membership provisions – distributing co-operatives\nThe only active membership provisions that may be contained in\nthe rules of a distributing co-operative are:\n(a) provisions requiring a member to use an activity of the\nco-operative for carrying on a primary activity stated in the\nprovisions to establish active membership; and\n(b) any other active membership provisions the Registrar may\napprove.\n","sortOrder":167},{"sectionNumber":"151","sectionType":"section","heading":"Active membership provisions – non-distributing","content":"151 Active membership provisions – non-distributing\nco-operatives – regular subscriptions\n(1) Active membership provisions for a non-distributing co-operative\nmay include a provision to the effect that the payment of a regular\nsubscription by a member of the co-operative, to be applied to a\nprimary activity of the co-operative, is sufficient to establish active\nmembership of the co-operative.\n(2) A member of a non-distributing co-operative who would, on\npayment of the subscription, be an active member of the\nco-operative is taken to be an active member until the subscription\nis payable.\nDivision 3 Active membership resolutions\n","sortOrder":168},{"sectionNumber":"152","sectionType":"section","heading":"Notice of meeting","content":"152 Notice of meeting\n(1) At least 21 days notice must be given to members of a co-operative\nof a meeting at which an active membership resolution is to be\nproposed.\n(2) The notice must, in addition to the other matters required to be\nstated:\n(a) state whether the member is eligible to vote on the resolution;\nand\n(b) state the full text of the proposed resolution; and\n(c) contain a copy of section 156.\n(3) If the notice to a member states that he or she is not eligible to vote\non a resolution, the member may, after endeavouring to settle the\nmatter with the co-operative, apply to the Registrar for a decision as\nto the member's eligibility.\n\nCo-operatives (National Uniform Legislation) Act 2015 102\n(4) The Registrar may decide the matter, on the information available\nto the Registrar, by direction in writing to the co-operative and the\n(5) The Registrar's decision as to eligibility has effect but only if given\nbefore the meeting concerned is due to be held.\n","sortOrder":169},{"sectionNumber":"153","sectionType":"section","heading":"Eligibility to vote on active membership resolution","content":"153 Eligibility to vote on active membership resolution\nThe only members of a co-operative who are eligible to vote on an\nactive membership resolution when the rules of the co-operative do\nnot contain active membership provisions are the members who\nwould be active members if the resolution had already taken effect.\n","sortOrder":170},{"sectionNumber":"154","sectionType":"section","heading":"Eligibility of directors to vote on proposal at board meeting","content":"154 Eligibility of directors to vote on proposal at board meeting\nIf the board of a co-operative is meeting to consider a proposal to\nsubmit an active membership resolution to a meeting of the\nco-operative, all the directors are eligible to vote on that proposal at\nthe meeting of the board of directors.\n","sortOrder":171},{"sectionNumber":"155","sectionType":"section","heading":"Other entitlements of members not affected","content":"155 Other entitlements of members not affected\nA provision of this Division that renders a member of a co-operative\nineligible to vote on a resolution does not affect any other right,\nentitlement, obligation or duty of the member as a member.\nDivision 4 Cancellation of membership of inactive members\n","sortOrder":172},{"sectionNumber":"156","sectionType":"section","heading":"Cancellation of membership of inactive member","content":"156 Cancellation of membership of inactive member\n(1) Subject to sections 159 and 160, the board of a co-operative must\ndeclare the membership of a member cancelled if:\n(a) the whereabouts of the member are not presently known to\nthe co-operative and have not been known to the co-operative\nfor at least the required period before that time; or\n(b) the member is not presently an active member of the\nco-operative and has not been an active member of the\nco-operative at any time during the required period\nimmediately before that time.\n(2) This section applies to a member only if he or she was a member of\nthe co-operative throughout the required period.\n(3) The question of whether a member was an active member at a\nparticular time in the past is to be decided as if the active\nmembership provisions concerned had been in force at that time.\n\nCo-operatives (National Uniform Legislation) Act 2015 103\n(4) The board's declaration under this section has the effect of\ncancelling the membership concerned.\n(5) A person may apply for an order under section 162 in relation to the\ncancellation of the person's membership under this section.\n(6) In this section:\nthe required period, in relation to a co-operative, means:\n(a) 3 years; or\n(b) if a shorter period is stated in the rules of the co-operative –\nthat period.\n","sortOrder":173},{"sectionNumber":"157","sectionType":"section","heading":"Shares to be forfeited if membership cancelled","content":"157 Shares to be forfeited if membership cancelled\n(1) If a co-operative has share capital, the board of the co-operative\nmust declare the shares of a member to be forfeited at the same\ntime as the member's membership is cancelled under section 156.\n(2) The board's declaration has the effect of forfeiting the shares\n(3) Nothing in this section affects the operation of section 163.\n","sortOrder":174},{"sectionNumber":"158","sectionType":"section","heading":"Failure to cancel membership – offence by director","content":"158 Failure to cancel membership – offence by director\nIf the board of a co-operative fails to cancel the membership of a\nmember as required by this Part, a director of the co-operative who\ndid not use all due diligence to prevent the failure commits an\noffence.\n","sortOrder":175},{"sectionNumber":"159","sectionType":"section","heading":"Deferral of cancellation by board","content":"159 Deferral of cancellation by board\n(1) The board of a co-operative may by resolution defer cancellation of\na member's membership for up to one year:\n(a) if the board has reasonable grounds to believe a member has\nceased to be an active member because of unusual\ncircumstances that prevent the member fulfilling his or her\nactive membership obligations; or\n(b) if:\n(i) the board thinks that during the deferral period an active\nmembership resolution may be put to the members of\n\nCo-operatives (National Uniform Legislation) Act 2015 104\n(ii) the effect of the resolution would be relevant to the\nquestion of whether the member is an active member.\n(2) The board of the co-operative must review the resolution to defer\nwithin the deferral period to decide if a further resolution should be\nmade under subsection (1).\n","sortOrder":176},{"sectionNumber":"160","sectionType":"section","heading":"Cancellation of membership prohibited in certain","content":"160 Cancellation of membership prohibited in certain\ncircumstances\n(1) Unless the National Regulations otherwise provide, the board of a\nco-operative must not declare the membership of a member to be\ncancelled under this Part:\n(a) if the co-operative is insolvent; or\n(b) if the co-operative is under administration under Part 5.3A of\nthe Corporations Act as applying under this Law; or\n(c) if a compromise or an arrangement is being administered in\nrelation to the co-operative; or\n(d) if the co-operative is in the course of being wound up; or\n(e) if an appointment of a receiver (whether or not a receiver and\nmanager) of any property of the co-operative is in force; or\n(f) if the co-operative has, for the purpose of being registered as\na company under the Corporations Act, filed with the Registrar\na copy of the entry made in the minutes of the co-operative.\n(2) The National Regulations may provide that the board of a\nco-operative must not declare the membership of a member to be\ncancelled under this Part in other circumstances that may be\nprescribed.\n","sortOrder":177},{"sectionNumber":"161","sectionType":"section","heading":"Notice of intention to cancel membership","content":"161 Notice of intention to cancel membership\n(1) The board of a co-operative must ensure that not less than 28 days\nnotice of its intention to declare the membership of a member to be\ncancelled is given to the member.\n(2) Notice is not required to be given under this section if:\n(a) the member's whereabouts are unknown to the co-operative;\nand\n\nCo-operatives (National Uniform Legislation) Act 2015 105\n(b) the amount required to be repaid to the member in relation to\nthe cancelled membership (whether because of the\ncancellation of shares or otherwise) is not more than $100 (or\nany other amount prescribed by the National Regulations).\n(3) Notice may be given by publication of a notice in a newspaper in\nthe district in which the registered office of the co-operative is\nsituated if:\n(a) the member's whereabouts are unknown to the co-operative;\nand\n(b) the amount required to be repaid to the member in relation to\nthe cancelled membership (whether because of the\ncancellation of shares or otherwise) is more than the\napplicable amount under subsection (2)(b).\n","sortOrder":178},{"sectionNumber":"162","sectionType":"section","heading":"Order against cancellation","content":"162 Order against cancellation\n(1) If the designated tribunal is satisfied the cancellation of a member's\nmembership under section 156 was or would be unreasonable, the\ntribunal may, on application by the member or former member,\ndirect that the membership should not have been cancelled or\nshould not be cancelled.\n(2) An application for an order may be made only within 6 months after:\n(a) notice of the board's intention to declare the membership to be\ncancelled is given to the member under section 161(1) or is\nfirst published under section 161(3); or\n(b) if notice was not required as referred to in section 161(2) – the\ncancellation takes effect.\n(3) While an order is in force under this section:\n(a) the membership concerned is not required to be cancelled and\nany shareholding of the member is not required to be forfeited;\nand\n(b) the person whose membership was cancelled is entitled to be\nreinstated as a member of the co-operative with all the rights\nand entitlements (including any shareholding) attaching to or\narising from the former membership.\n(4) Reinstatement of a member under this section is to be effected\nunder the directions of the designated tribunal.\n\nCo-operatives (National Uniform Legislation) Act 2015 106\n","sortOrder":179},{"sectionNumber":"163","sectionType":"section","heading":"Repayment of amounts owing because of cancelled","content":"163 Repayment of amounts owing because of cancelled\nmembership\n(1) If the membership of a member of a co-operative is cancelled under\nthis Part, the co-operative must, within one year after the date of\ncancellation:\n(a) repay to the former member the amount owing to the member\nbecause of the cancellation; or\n(b) apply the amount under subsection (2) if:\n(i) the board considers repayment would adversely affect\nthe financial position of the co-operative; or\n(ii) the board and the former member so agree.\n(2) The amount payable may be applied as follows:\n(a) if the co-operative is a deposit-taking co-operative – the\nco-operative may apply the amount as a deposit by the former\nmember with the co-operative (subject to the requirements of\nsection 164 as to interest on the deposit);\n(b) the co-operative may allot or issue debentures or CCUs of the\nco-operative to the former member in satisfaction of the\namount;\n(c) the co-operative may appropriate the amount as a donation to\nthe co-operative, but only if the former member consents in\nwriting to the donation.\n(3) The amount payable to a former member because of the\ncancellation of membership includes any amount paid up for shares\nforfeited because of the cancellation of membership.\n(4) If the former member is subsequently readmitted to membership,\nany amount held by the co-operative under this section must, if the\nmember asks, be applied towards the cost of readmission to\nmembership (including any subscription for share capital).\n(5) The co-operative may retain the amount otherwise payable to a\nformer member under this section, if:\n(a) the former member cannot be found by the co-operative, after\nreasonable efforts by the co-operative to find the former\nmember; and\n(b) the amount is less than $100 (or any other amount prescribed\nby the National Regulations).\n\nCo-operatives (National Uniform Legislation) Act 2015 107\n","sortOrder":180},{"sectionNumber":"164","sectionType":"section","heading":"Interest on deposits, debentures and CCUs","content":"164 Interest on deposits, debentures and CCUs\n(1) This section applies when the amount payable to a former member\nunder section 128 or 163 is applied as a deposit with the\nco-operative or the co-operative allots or issues debentures or\nCCUs to the former member in satisfaction of the amount.\n(2) The deposit, debenture or CCU bears interest during any period:\n(i) at the rate (or, if there is more than one rate, at the\nhigher or highest rate) of dividend payable for that period\non the share capital of the co-operative; or\n(ii) if the rate of dividend payable for that period has not\nbeen decided – at the rate (or the higher or highest rate)\nshare capital of the co-operative – at the rate the board\n(b) for a co-operative without share capital – at the rate the board\nor (b) – at the higher rate.\n(3) A former member may agree to the rate of interest being lower than\nthat which would otherwise be payable under this section and may\nagree to no interest being paid.\n(4) The following provisions of the Corporations Act, as applying under\nsection 337 of this Law, do not apply to an allotment or issue of\ndebentures or CCUs under this section:\n(a) Chapter 2L;\n(b) Chapter 6D.\n","sortOrder":181},{"sectionNumber":"165","sectionType":"section","heading":"Repayment of deposits, debentures and CCUs","content":"165 Repayment of deposits, debentures and CCUs\n(1) A deposit, debenture or CCU to which an amount payable to a\nformer member is transferred under this Division or section 128(2)\nis to be repaid to the former member as soon as repayment would\nnot, in the opinion of the board, adversely affect the financial\nposition of the co-operative.\n\nCo-operatives (National Uniform Legislation) Act 2015 108\n(2) The deposit, debenture or CCU must in any case be repaid within\n10 years (or within any shorter period the rules of the co-operative\nmay require) after cancellation of the member's membership.\n","sortOrder":182},{"sectionNumber":"166","sectionType":"section","heading":"Register of cancelled memberships","content":"166 Register of cancelled memberships\nA co-operative must keep a register stating the particulars\nprescribed by the National Regulations of persons whose\nmembership has been cancelled under this Part.\nDivision 5 Entitlements of former members of distributing\n167 Application of Division\nThis Division applies only to distributing co-operatives.\n168 Former shareholders to be taken to be shareholders for certain\npurposes\n(1) Even though a person's shares in a co-operative have been\nforfeited under this Part, the person is to be taken to be the holder\nof shares in the co-operative (the same in all respects as those that\nwere forfeited) for the following purposes:\n(a) the entitlement of a shareholder in relation to the purchase of\nshares in the co-operative under an offer described in\nsection 373 (1)(a), (b) or (c) or the purchase of all the shares\nin the co-operative, if the offer or purchase occurs within\n2 years after the person's shares were forfeited;\n(b) the entitlement of a shareholder when the co-operative\nbecomes registered as a company if the relevant special\nresolution under section 404 is passed within 2 years after the\nperson's shares were forfeited;\n(c) the entitlement of a shareholder to a distribution of surplus in a\nwinding up of the co-operative that starts within 2 years after\nthe person's shares were forfeited.\n(2) Subsection (1)(a) does not apply to:\n(a) an offer described in section 373(1)(a) or (c) that is made by\nanother co-operative; or\n(b) the purchase of all the shares in the co-operative by another\n(3) Subsection (1)(c) does not apply if the winding up is for a merger\nunder Part 4.3.\n\nCo-operatives (National Uniform Legislation) Act 2015 109\n(4) The entitlement under subsection (1)(a) of a person whose shares\nhave been forfeited does not include an entitlement to vote on any\nmatter.\n(5) This section does not apply to a forfeited shareholding in a\nco-operative if section 169 operates so as to require the forfeited\nshareholding to be regarded as a forfeited shareholding in another\n","sortOrder":183},{"sectionNumber":"169","sectionType":"section","heading":"Entitlements of former shareholders on mergers etc.","content":"169 Entitlements of former shareholders on mergers etc.\n(1) This section applies when a person's shares in a co-operative\n(the original co-operative) are forfeited under this Part and within\n2 years after the forfeiture:\n(a) another co-operative (the new co-operative) is created\nbecause of a merger under Part 4.3 involving the original\n(b) the engagements of the original co-operative are transferred\nto another co-operative (the new co-operative) under\n","sortOrder":184},{"sectionNumber":"Part 4","sectionType":"part","heading":"3.","content":"Part 4.3.\n(2) A person referred to in subsection (1) is, for the purposes of\nsection 168 (and the further operation of this section), taken to have\nheld shares in the new co-operative and as having had those\nshares in the new co-operative forfeited under this Part when the\nperson's shares in the original co-operative were forfeited.\n(3) The extent of the forfeited shareholding in the new co-operative is\ndecided as follows:\n(a) if the entitlement of active members of the original\nco-operative in the circumstances concerned is solely an\nentitlement to be allotted shares in the new co-operative – the\nforfeited shareholding in the new co-operative is the\nshareholding to which the person would have been entitled\nhad the person's shares in the original co-operative not been\nforfeited;\n(b) in any other case – the forfeited shareholding in the new\nco-operative is the shareholding that is the same in all\nrespects as the forfeited shareholding in the original\n\nCo-operatives (National Uniform Legislation) Act 2015 110\n(4) The decision under subsection (3)(a) of the person's shareholding\nin the new co-operative must be made:\n(a) solely on the basis of the person's shareholding in the original\nco-operative when the shares were forfeited or (in a further\noperation of this section to the person) when the person was\nfirst taken to have a forfeited shareholding in the original\n(b) without regard to any additional shareholding in the original\nco-operative to which the person would have become entitled\nhad the shares not been forfeited (whether because of any\nbonus share issue or otherwise).\n","sortOrder":185},{"sectionNumber":"170","sectionType":"section","heading":"Set-off of amounts repaid etc. on forfeited shares","content":"170 Set-off of amounts repaid etc. on forfeited shares\n(1) If a person has an entitlement because of section 169, the\nentitlement operates to end any liability of the co-operative:\n(a) to repay to the person under section 163 any amount for the\nforfeited shares concerned; or\n(b) for a deposit held by the co-operative, or debentures or CCUs\nallotted or issued to the person, under section 163 for the\nforfeited shares concerned (except a liability to pay interest\nthat is payable but unpaid).\n(2) If an amount has been repaid to a person under section 163 or 165,\nthe amount repaid is to be set-off against any entitlement of the\nperson under section 168 for the forfeited shares concerned.\n(3) If the amount repaid cannot be set-off against the entitlement\nbecause the entitlement is not, or is only partly, an entitlement to\nmoney, the entitlement is lost unless the person pays to the\nco-operative the amount repaid to the person and does so within\nthe period required under subsection (4).\n(4) If the circumstances referred to in subsection (3) arise, the\nco-operative concerned must:\n(a) give written notice of the matter by post to the person\nconcerned at the person's address last known to the\nco-operative, stating a period of not less than 28 days after the\nnotice is given within which any amount repaid must be paid to\n(b) publish a general notice to that effect in a newspaper\ncirculating generally in the district in which the registered office\nof the co-operative is situated.\n\nCo-operatives (National Uniform Legislation) Act 2015 111\n","sortOrder":186},{"sectionNumber":"171","sectionType":"section","heading":"Exemption of co-operatives from provisions","content":"171 Exemption of co-operatives from provisions\nco-operative or class of co-operatives from any or all of the\nprovisions of this Division.\n\nCo-operatives (National Uniform Legislation) Act 2015 112\nChapter 3 Management and operation of co-operatives\nPart 3.1 Management\nDivision 1 The board\n172 Board of directors\n(1) Subject to this Law and the rules of the co-operative, the business\nof a co-operative is to be managed by a board of directors.\n(2) The board must consist of at least 3 directors (not counting\nalternates of directors) and at least 2 of the directors must be\nordinarily resident in Australia.\n(3) The board of directors may exercise all the powers of the\nco-operative that are not, by this Law or the rules of the\nco-operative, required to be exercised by the co-operative in\n(4) The acts of a director are valid despite any defect that may\nafterwards be discovered in his or her appointment or qualification.\n","sortOrder":187},{"sectionNumber":"173","sectionType":"section","heading":"Election of directors","content":"173 Election of directors\n(1) Except as provided in subsections (2) – (4), the directors of a\nco-operative are to be elected in the way specified in the rules of\n(2) The first directors of:\n(a) a co-operative formed under this Law are to be elected at its\nformation meeting; or\n(b) a co-operative that was a corporation incorporated under\nanother law are to be the directors in office at the date of\nregistration under this Law.\n(3) If authorised by the rules of the co-operative, a board of directors\nmay appoint a person to fill a casual vacancy in the office of a\ndirector until the next annual general meeting.\n(4) A motion approving or nominating 2 or more persons for election as\ndirectors by a single resolution must not be made at a meeting of a\nco-operative unless a resolution that it be made has first been\nagreed to by the meeting without any vote being given against it.\n\nCo-operatives (National Uniform Legislation) Act 2015 113\n(5) If a resolution is passed following a motion in contravention of\nsubsection (4):\n(a) the resolution is void; and\n(b) there is no provision for the automatic re-election of retiring\ndirectors in default of another election.\n(6) This section does not apply to a resolution amending the rules of a\nco-operative to prevent the election of 2 or more directors by ballot.\n(7) A nomination for election or appointment to the office of a director\nmust give details of the qualifications and experience of the person\nnominated.\n(8) Unless this Law or the rules of a co-operative otherwise provide, a\ndirector is eligible for re-election at the end of his or her term of\n","sortOrder":188},{"sectionNumber":"174","sectionType":"section","heading":"Qualification of directors","content":"174 Qualification of directors\n(1) A person is not qualified to be a director of a co-operative unless he\nor she is:\n(a) a person who is an active member of the co-operative or a\nrepresentative of a corporation that is an active member of the\nco-operative (a member director); or\n(b) a person who is qualified as provided by the rules of the\nco-operative (a non-member director) and who is not an\nactive member of the co-operative.\nNote\nA non-member director either is not a member of the co-operative or is an\ninactive member of the co-operative.\n(2) The majority of directors must be member directors.\n(3) Subsection (2) does not prevent the rules of a co-operative\nrequiring that a greater number of directors than a majority must be\nmember directors.\n(4) An employee of a co-operative is not precluded from being a\nmember director or non-member director of the co-operative if he or\nshe is otherwise qualified.\n","sortOrder":189},{"sectionNumber":"175","sectionType":"section","heading":"Meeting of board of directors","content":"175 Meeting of board of directors\n(1) Meetings of the board of directors must be held at least once every\n3 months and may be held as often as may be necessary.\n\nCo-operatives (National Uniform Legislation) Act 2015 114\n(2) A meeting of the board of directors may be called by a director\ngiving notice individually to every other director.\n(3) A meeting of the board of directors may be called or held using any\ntechnology consented to by the board, and the consent may be a\nstanding one.\n(4) A quorum of a meeting of the board of directors is 50% of the\nnumber of directors, or a greater number of directors specified in\nthe rules of the co-operative.\n(5) However, for a quorum, the member directors must outnumber the\nnon-member directors by at least one or, if a greater number is\nstated in the rules of the co-operative, by that greater number.\n(6) The chairperson of the board may be elected either by the board or\nat a general meeting of the co-operative, and is to be elected, hold\noffice, and retire, and may be removed from office, as provided by\nthe rules of the co-operative.\n","sortOrder":190},{"sectionNumber":"176","sectionType":"section","heading":"Transaction of business outside meetings","content":"176 Transaction of business outside meetings\n(1) The board of a co-operative may, if it considers appropriate,\ntransact any of its business by the circulation of papers among all of\nthe directors of the board.\n(2) A resolution in writing approved in writing by a majority of the\ndirectors of the board is to be taken to be a decision of the board.\n(3) Separate copies of a resolution may be distributed for signing by\nthe directors if the wording of the resolution and approval is\nidentical in each copy.\n(4) For the purpose of the approval of a resolution under this section,\nthe chairperson of the board and each director of the board have\nthe same voting rights as they have at an ordinary meeting of the\nboard.\n(5) The resolution is approved when the last director required for the\nmajority signs.\n(6) A resolution approved under this section must be recorded in the\nminutes of the meetings of the board within 28 days after the\nresolution is approved under this section.\n(7) Papers may be circulated among directors of the board for the\npurposes of this section by fax or other transmission of the\ninformation in the papers concerned.\n\nCo-operatives (National Uniform Legislation) Act 2015 115\n","sortOrder":191},{"sectionNumber":"177","sectionType":"section","heading":"Alternate directors","content":"177 Alternate directors\n(1) In the absence of a director from a meeting of the board, a person\nappointed by the board under the rules of the co-operative\nconcerned to act as an alternate for the director (an alternate\ndirector) may act in the place of the director.\n(2) The rules of the co-operative may include provisions regulating the\nterm of office, vacation of or removal from office, and remuneration\nof an alternate director.\n","sortOrder":192},{"sectionNumber":"178","sectionType":"section","heading":"Delegation by board","content":"178 Delegation by board\nIf authorised by the rules of the co-operative, the board may, by\nresolution, delegate the board's functions (other than this power of\ndelegation) stated in the resolution:\n(a) to a director; or\n(b) to a committee of 2 or more directors; or\n(c) to a committee of members of the co-operative; or\n(d) to a committee of members of the co-operative and other\npersons if members form the majority of persons on the\ncommittee.\n","sortOrder":193},{"sectionNumber":"179","sectionType":"section","heading":"Removal from and vacation of office","content":"179 Removal from and vacation of office\n(1) The directors hold office, must retire, and may be removed from\noffice, as provided by the rules of the co-operative.\n(2) A director vacates office in the circumstances (if any) provided in\nthe rules of the co-operative and in any of the following cases:\n(a) if the director is a disqualified person under section 181;\n(b) if the director absents himself or herself from 3 consecutive\nordinary meetings of the board without its leave;\n(c) if the director resigns the office of director by written notice\ngiven by the director to the co-operative;\n(d) if the person ceases to hold the qualification because of which\nthe person was qualified to be a director;\n(e) if an administrator of the co-operative's affairs is appointed\nunder Part 4.1;\n(f) if the director is removed from office under section 180.\n\nCo-operatives (National Uniform Legislation) Act 2015 116\n","sortOrder":194},{"sectionNumber":"180","sectionType":"section","heading":"Removal from office by resolution (cf Corporations Act s 203D)","content":"180 Removal from office by resolution (cf Corporations Act s 203D)\n(1) A co-operative may by ordinary resolution remove a director from\noffice despite anything in:\n(a) the rules of the co-operative; or\n(b) an agreement between the co-operative and the director; or\n(c) an agreement between any or all members of the co-operative\nand the director.\n(2) Notice of intention to move the resolution must be given to the\nco-operative at least 2 months before the meeting is to be held.\nHowever, subject to subsection (3), if the co-operative calls a\nmeeting after the notice of intention is given under this subsection,\nthe meeting may pass the resolution even though the meeting is\nheld less than 2 months after the notice of intention is given.\n(3) At least 21 days notice must be given of a meeting of the members\nof the co-operative at which a resolution will be moved:\n(a) to remove a director from office; or\n(b) to appoint a director in place of a director removed from office.\n(4) The co-operative must give the director a copy of the notice as\nsoon as practicable after it is received.\n(5) The director is entitled to put his or her case to members by:\n(a) giving the co-operative a written statement for circulation to\nmembers (see subsections (6) and (7)); and\n(b) speaking to the motion at the meeting.\n(6) The written statement is to be circulated by the co-operative to\nmembers by:\n(a) sending a copy to everyone to whom notice of the meeting is\nsent if there is time to do so; or\n(b) if there is not time to comply with paragraph (a) – having the\nstatement distributed to members attending the meeting and\nread out at the meeting before the resolution is voted on.\n\nCo-operatives (National Uniform Legislation) Act 2015 117\nThe co-operative contravenes this subsection if it does not comply\nwith this subsection.\n(7) The director's statement does not have to be circulated to members\nif it is more than 1,000 words long or defamatory.\n(8) If a person is appointed to replace a director removed under this\nsection, the time at which:\n(a) the replacement director; or\n(b) any other director;\nis to retire is to be worked out as if the replacement director had\nbecome director on the day on which the replaced director was last\nappointed a director.\n(9) An offence based on subsection (4) or (6) is an offence of strict\nDivision 2 Disqualification from managing co-operatives\n","sortOrder":195},{"sectionNumber":"181","sectionType":"section","heading":"Offence for disqualified person to manage co-operative","content":"181 Offence for disqualified person to manage co-operative\n(1) A person is a disqualified person in relation to a co-operative if\nthe person:\n(a) is disqualified from managing corporations under Part 2D.6 of\nthe Corporations Act; or\n(b) is disqualified from managing co-operatives under this\nDivision; or\n(c) is disqualified from managing co-operatives under a\ncorresponding co-operatives law; or\n(d) is the auditor of the co-operative or a business partner,\nemployee or employer of the auditor.\n(2) A person must not act as a director or directly or indirectly take part\nin, or be concerned with the management of, a co-operative if the\nperson is a disqualified person in relation to the co-operative.\n\nCo-operatives (National Uniform Legislation) Act 2015 118\n(3) It is a defence to an offence arising under this section if the person\nhad permission or leave:\n(a) in the case of an offence arising in relation to\nsubsection (1)(a) – to manage corporations granted under\nsection 206G of the Corporations Act and as referred to in\nsection 206G(1)(a) of that Act; or\n(b) in any case – to manage co-operatives given or granted under\neither section 188 or 189;\nand their conduct was within the terms of that permission or leave.\n","sortOrder":196},{"sectionNumber":"182","sectionType":"section","heading":"Automatic disqualification for offences","content":"182 Automatic disqualification for offences\n(1) A person who has been convicted of an offence under this Law or a\ncorresponding co-operatives law is disqualified from managing\nco-operatives during the period of 5 years after the conviction or, if\nsentenced to imprisonment, after his or her release from prison.\n(2) A person who has, whether before or after the commencement of\nthis section in this jurisdiction, been convicted of an offence under a\nprevious law of this or any other jurisdiction relating to\nco-operatives is disqualified from managing co-operatives during\nthe period of 5 years after the conviction or, if sentenced to\nimprisonment, after his or her release from prison.\n(3) In proceedings for an offence arising under this Division in relation\nto this section, a certificate by an authority prescribed by the\nNational Regulations for the purposes of this subsection stating that\na person has been convicted of an offence under a stated law on a\nstated date is evidence the person was convicted of that offence on\nthat date.\n(4) In proceedings for an offence arising under this Division in relation\nto this section, a certificate by an authority prescribed by the\nNational Regulations for the purposes of this subsection stating that\na person was released from prison on a stated date is evidence the\nperson was released from prison on that date.\n","sortOrder":197},{"sectionNumber":"183","sectionType":"section","heading":"Extension of period of automatic disqualification","content":"183 Extension of period of automatic disqualification\n(cf Corporations Act s 206BA)\n(1) This section applies if a person is disqualified from managing\nco-operatives on being convicted of an offence under the\nCorporations Act, this Law, a corresponding co-operatives law, or a\nprevious law of this or any other jurisdiction relating to\n\nCo-operatives (National Uniform Legislation) Act 2015 119\n(2) On application by the Registrar, the Supreme Court may extend the\nperiod of disqualification by up to an additional 15 years.\n(3) The Registrar must apply:\n(a) before the period of disqualification begins; or\n(b) before the end of the first year of the disqualification.\n(4) The Registrar may apply only once in relation to the disqualification.\n(5) In determining whether an extension is justified (and if so, for how\nlong), the Supreme Court may have regard to any matters that the\ncourt considers appropriate.\n","sortOrder":198},{"sectionNumber":"184","sectionType":"section","heading":"Court's power of disqualification – contravention of civil","content":"184 Court's power of disqualification – contravention of civil\npenalty provision (cf Corporations Act s 206C)\na person from managing co-operatives for a period that the court\nconsiders appropriate if:\n(a) a declaration is made under section 554 that the person has\ncontravened a civil penalty provision; and\n(b) the court is satisfied that the disqualification is justified.\n(2) In determining whether the disqualification is justified, the court may\nhave regard to:\nor property of any corporation; and\n","sortOrder":199},{"sectionNumber":"185","sectionType":"section","heading":"Court's power of disqualification – insolvency and","content":"185 Court's power of disqualification – insolvency and\nnon-payment of debts (cf Corporations Act s 206D)\na person from managing co-operatives for up to 20 years if:\n(a) within the last 7 years, the person has been an officer of 2 or\nmore entities (being co-operatives or other corporations) when\nthey have failed; and\n(b) the court is satisfied that:\n(i) the manner in which the entity was managed was wholly\nor partly responsible for the entity failing; and\n(ii) the disqualification is justified.\n\nCo-operatives (National Uniform Legislation) Act 2015 120\n(2) For the purposes of subsection (1), an entity fails if:\n(a) a court orders the entity to be wound up because the court is\nsatisfied that it is insolvent; or\n(b) the entity enters into voluntary liquidation and creditors are not\nfully paid or are unlikely to be fully paid; or\n(c) the entity executes a deed of arrangement and creditors are\nnot fully paid or are unlikely to be fully paid; or\n(d) the entity ceases to carry on business and creditors are not\nfully paid or are unlikely to be fully paid; or\n(e) a levy of execution against the entity is not satisfied; or\n(f) a receiver, receiver and manager, or provisional liquidator is\nappointed in relation to the entity; or\n(g) the entity enters into a compromise or arrangement with its\ncreditors; or\n(h) the entity is wound up and a liquidator lodges a report about\nthe entity's inability to pay its debts.\n(3) In determining whether the disqualification is justified, the Supreme\nCourt may have regard to:\nor property of any entity; and\nNote\nAction may be able to be taken under section 206D of the Corporations Act in the\ncircumstances to which this section applies, whether or not action is taken under\nthis section.\n","sortOrder":200},{"sectionNumber":"186","sectionType":"section","heading":"Court's power of disqualification – repeated contraventions of","content":"186 Court's power of disqualification – repeated contraventions of\nLaw (cf Corporations Act s 206E)\na person from managing co-operatives for the period that the court\nconsiders appropriate if:\n(a) the person:\n(i) has at least twice been an officer of a co-operative that\nhas contravened co-operatives legislation while they\nwere an officer of the co-operative and each time the\nperson has failed to take reasonable steps to prevent the\n\nCo-operatives (National Uniform Legislation) Act 2015 121\ncontravention; or\n(ii) has at least twice contravened co-operatives legislation\nwhile they were an officer of a co-operative; or\n(iii) has been an officer of a body corporate and has done\nsomething that would have contravened section 192\nor 193 if the body corporate had been a co-operative;\nand\n(b) the court is satisfied that the disqualification is justified.\n(2) In determining whether the disqualification is justified, the Supreme\nCourt may have regard to:\nor property of any corporation; and\nco-operatives legislation means this Law or a corresponding\nco-operatives law.\n","sortOrder":201},{"sectionNumber":"187","sectionType":"section","heading":"Registrar's power of disqualification (cf Corporations Act","content":"187 Registrar's power of disqualification (cf Corporations Act\ns 206F (1) – (4))\n(1) The Registrar may disqualify a person from managing\nco-operatives for up to 5 years if:\n(a) within 7 years immediately before the Registrar gives a notice\nunder paragraph (b)(i):\n(i) the person has been an officer of 2 or more\n(ii) while the person was an officer, or within 12 months\nafter the person ceased to be an officer of those\nco-operatives, each of the co-operatives was wound up\nand a liquidator lodged a report about the co-operative's\ninability to pay its debts; and\n(b) the Registrar has given the person:\n(i) a notice in the approved form requiring them to\ndemonstrate why they should not be disqualified; and\n(ii) an opportunity to be heard on the question; and\n(c) the Registrar is satisfied that the disqualification is justified.\n\nCo-operatives (National Uniform Legislation) Act 2015 122\n(2) If the Registrar disqualifies a person from managing co-operatives\nunder this section, the Registrar must serve a notice on the person\nadvising them of the disqualification.\n(3) The notice must be in the approved form.\n(4) The disqualification takes effect from the time when a notice\nreferred to in subsection (2) is served on the person.\n","sortOrder":202},{"sectionNumber":"188","sectionType":"section","heading":"Registrar's power to give permission (cf Corporations Act","content":"188 Registrar's power to give permission (cf Corporations Act\ns 206F (5))\n(1) The Registrar may give a person whom the Registrar has\ndisqualified from managing co-operatives under this Division written\npermission to manage a particular co-operative or co-operatives.\n(2) The permission may be expressed to be subject to conditions and\nlimitations determined by the Registrar.\n(3) A person must comply with any condition or limitation subject to\nwhich permission is given.\n","sortOrder":203},{"sectionNumber":"189","sectionType":"section","heading":"Court's power to grant leave (cf Corporations Act s 206G)","content":"189 Court's power to grant leave (cf Corporations Act s 206G)\n(1) A person who is disqualified from managing co-operatives may\napply to the Supreme Court for leave to manage:\n(a) co-operatives; or\n(b) a particular class of co-operatives; or\n(c) a particular co-operative;\nexcept where the person was disqualified by the Registrar under\nsection 187.\n(2) The person must lodge a notice with the Registrar at least 21 days\nbefore commencing the proceedings.\n(3) The notice must be in the approved form.\n(4) The order granting leave may be expressed to be subject to\nconditions or limitations determined by the Supreme Court.\n(5) The person must lodge with the Registrar a copy of any order\ngranting leave within 14 days after the order is made.\n\nCo-operatives (National Uniform Legislation) Act 2015 123\n(6) On application by the Registrar, the Supreme Court may revoke the\nleave. The order revoking leave does not take effect until it is\nserved on the person.\n(7) A person must comply with any condition or limitation subject to\nwhich leave is granted.\n(8) This section does not apply to a person who is disqualified from\nmanaging co-operatives because of section 181(1)(d).\nDivision 3 Secretary\n","sortOrder":204},{"sectionNumber":"190","sectionType":"section","heading":"Secretary","content":"190 Secretary\n(1) A co-operative must have a secretary.\n(2) The board of the co-operative is to appoint the secretary.\n(3) The board may appoint a person to act as the secretary during the\nabsence or incapacity of the secretary.\n(4) A person is not qualified to be appointed as, or to act as, the\nsecretary unless the person is an adult who ordinarily resides in\nAustralia.\n","sortOrder":205},{"sectionNumber":"191","sectionType":"section","heading":"Responsibility of secretary (cf Corporations Act s 188)","content":"191 Responsibility of secretary (cf Corporations Act s 188)\n(1) The secretary of a co-operative contravenes this subsection if the\nco-operative contravenes a provision of this Law specified in the\n(3) A person does not contravene subsection (1) if they show that they\ntook all reasonable steps to ensure that the co-operative complied\nwith the section.\n\nCo-operatives (National Uniform Legislation) Act 2015 124\nDivision 4 Duties and liabilities of directors, officers and\n","sortOrder":206},{"sectionNumber":"192","sectionType":"section","heading":"Care and diligence – civil obligation only (cf Corporations","content":"192 Care and diligence – civil obligation only (cf Corporations\nAct s 180)\n(1) Care and diligence – directors and other officers\nA director or other officer of a co-operative must exercise their\npowers and discharge their duties with the degree of care and\ndiligence that a reasonable person would exercise if they:\n(a) were a director or officer of a co-operative in the\nco-operative's circumstances; and\n(b) occupied the office held by, and had the same responsibilities\nwithin the co-operative as, the director or officer.\nNote\n(2) Business judgment rule\nA director or other officer of a co-operative who makes a business\njudgment is taken to meet the requirements of subsection (1), and\ntheir equivalent duties at common law and in equity in respect of\nthe judgment, if they:\n(a) make the judgment in good faith for a proper purpose (taking\ninto account the co-operative principles where relevant and\nother relevant matters); and\n(b) do not have a material personal interest in the subject matter\nof the judgment; and\n(c) inform themselves about the subject matter of the judgment to\nthe extent they reasonably believe to be appropriate; and\n(d) rationally believe that the judgment is in the best interests of\nThe director's or officer's belief that the judgment is in the best\ninterests of the co-operative is a rational one unless the belief is\none that no reasonable person in their position would hold.\nNote\nThis subsection only operates in relation to duties under this section and their\nequivalent duties at common law or in equity (including the duty of care that\narises under the common law principles governing liability for negligence) – it\ndoes not operate in relation to duties under any other provision of this Law or\nunder any other laws.\n\nCo-operatives (National Uniform Legislation) Act 2015 125\nbusiness judgment means any decision to take or not take action\nin respect of a matter relevant to the business operations of the\n","sortOrder":207},{"sectionNumber":"193","sectionType":"section","heading":"Good faith – civil obligations (cf Corporations Act s 181)","content":"193 Good faith – civil obligations (cf Corporations Act s 181)\n(1) Good faith – directors and other officers\nA director or other officer of a co-operative must exercise their\npowers and discharge their duties:\n(a) in good faith in the best interests of the co-operative; and\n(b) for a proper purpose.\nNote\n(2) A person who is involved in a contravention of subsection (1)\n","sortOrder":208},{"sectionNumber":"194","sectionType":"section","heading":"Use of position – civil obligations (cf Corporations Act s 182)","content":"194 Use of position – civil obligations (cf Corporations Act s 182)\n(1) Use of position – directors, other officers and employees\nA director, secretary, other officer or employee of a co-operative\nmust not improperly use their position to:\n(a) gain an advantage for themselves or someone else; or\n(b) cause detriment to the co-operative.\nNote\n\nCo-operatives (National Uniform Legislation) Act 2015 126\n(2) A person who is involved in a contravention of subsection (1)\n","sortOrder":209},{"sectionNumber":"195","sectionType":"section","heading":"Use of information – civil obligations (cf Corporations","content":"195 Use of information – civil obligations (cf Corporations\nAct s 183)\n(1) Use of information – directors, other officers and employees\nA person who obtains information because they are, or have been,\na director or other officer or employee of a co-operative must not\nimproperly use the information to:\n(a) gain an advantage for themselves or someone else; or\n(b) cause detriment to the co-operative.\nNote\n(2) The duty under subsection (1) continues after the person stops\nbeing a director or other officer or employee of the co-operative.\n(3) A person who is involved in a contravention of subsection (1)\n","sortOrder":210},{"sectionNumber":"196","sectionType":"section","heading":"Good faith, use of position and use of information – criminal","content":"196 Good faith, use of position and use of information – criminal\noffences (cf Corporations Act s 184)\n(1) Good faith – directors and other officer\nA director or other officer of a co-operative commits an offence if\nthey:\n(a) are reckless; or\n(b) are intentionally dishonest;\n\nCo-operatives (National Uniform Legislation) Act 2015 127\nand fail to exercise their powers and discharge their duties:\n(c) in good faith in the best interests of the co-operative; or\n(d) for a proper purpose.\n(2) Use of position – directors, other officers and employees\nA director, other officer or employee of a co-operative commits an\noffence if they use their position dishonestly:\n(a) with the intention of directly or indirectly gaining an advantage\nfor themselves, or someone else, or causing detriment to the\n(b) recklessly as to whether the use may result in themselves or\nsomeone else directly or indirectly gaining an advantage, or in\ncausing detriment to the co-operative.\n(3) Use of information – directors, other officers and employees\nA person who obtains information because they are, or have been,\na director or other officer or employee of a co-operative commits an\noffence if they use the information dishonestly:\n(a) with the intention of directly or indirectly gaining an advantage\nfor themselves, or someone else, or causing detriment to the\n(b) recklessly as to whether the use may result in themselves or\nsomeone else directly or indirectly gaining an advantage, or in\ncausing detriment to the co-operative.\nMaximum penalty: $200 000 or imprisonment for 5 years, or\n","sortOrder":211},{"sectionNumber":"197","sectionType":"section","heading":"Interaction of preceding sections with other laws","content":"197 Interaction of preceding sections with other laws\n(cf Corporations Act s 185)\nSections 192–196:\n(a) have effect in addition to, and not in derogation of, any rule of\nlaw relating to the duty or liability of a person because of their\noffice or employment in relation to a co-operative; and\n(b) do not prevent the commencement of civil proceedings for a\nbreach of a duty or in respect of a liability referred to in\nparagraph (a).\n\nCo-operatives (National Uniform Legislation) Act 2015 128\nThis section does not apply to section 192(2) and (3) to the extent\nto which they operate on the duties at common law and in equity\nthat are equivalent to the requirements of section 192(1).\n","sortOrder":212},{"sectionNumber":"198","sectionType":"section","heading":"Indemnification and exemption of officer or auditor","content":"198 Indemnification and exemption of officer or auditor\n1 Exemptions not allowed (cf Corporations Act s 199A(1))\nA co-operative or a related corporation must not exempt a person\n(whether directly or through an interposed entity) from a liability to\nthe co-operative incurred as an officer or auditor of the\n2 When indemnity for liability (other than for legal costs) not allowed\n(cf Corporations Act s 199A(2))\nA co-operative or a related corporation must not indemnify a person\n(whether by agreement or by making a payment and whether\ndirectly or through an interposed entity) against any of the following\nliabilities incurred as an officer or auditor of the co-operative:\n(a) a liability owed to the co-operative or a related corporation;\n(b) a liability that is owed to someone other than the co-operative\nor a related corporation and did not arise out of conduct in\ngood faith.\nThis subsection does not apply to a liability for legal costs.\n3 When indemnity for legal costs not allowed (cf Corporations\nAct s 199A(3))\nA co-operative or related corporation must not indemnify a person\n(whether by agreement or by making a payment and whether\ndirectly or through an interposed entity) against legal costs incurred\nin defending an action for a liability incurred as an officer or auditor\nof the co-operative if the costs are incurred:\n(a) in defending or resisting proceedings in which the person is\nfound to have a liability for which they could not be\nindemnified under subsection (2); or\n(b) in defending or resisting criminal proceedings in which the\nperson is found guilty; or\n(c) in defending or resisting proceedings brought by the Registrar\nor a liquidator for a court order if the grounds for making the\norder are found by the court to have been established; or\n\nCo-operatives (National Uniform Legislation) Act 2015 129\n(d) in connection with proceedings for relief to the person under\nthis Law in which the court denies the relief.\nParagraph (c) does not apply to costs incurred in responding to\nactions taken by the Registrar or a liquidator as part of an\ninvestigation before commencing proceedings for the court order.\n4 Meaning of outcome of proceedings (cf Corporations\nAct s 199A(4))\nFor the purposes of subsection (3), the outcome of proceedings\nis the outcome of the proceedings and any appeal in relation to the\nproceedings.\n","sortOrder":213},{"sectionNumber":"199","sectionType":"section","heading":"Insurance premiums for certain liabilities of director, secretary,","content":"199 Insurance premiums for certain liabilities of director, secretary,\nother officer or auditor (cf Corporations Act s 199B)\n(1) A co-operative or a related corporation must not pay, or agree to\npay, a premium for a contract insuring a person who is, or has\nbeen, an officer or auditor of the co-operative against a liability\n(other than one for legal costs) arising out of conduct involving a\nwilful breach of duty in relation to the co-operative.\n(2) This section applies to a premium whether it is paid directly or\nthrough an interposed entity.\n","sortOrder":214},{"sectionNumber":"200","sectionType":"section","heading":"Certain indemnities, exemptions, payments and agreements","content":"200 Certain indemnities, exemptions, payments and agreements\nnot authorised and certain documents void (cf Corporations\nAct s 199C)\n(1) Sections 198 and 199 do not authorise anything that would\notherwise be unlawful.\n(2) Anything that purports to indemnify or insure a person against a\nliability, or exempt them from a liability, is void to the extent that it\ncontravenes section 198 or 199.\n\nCo-operatives (National Uniform Legislation) Act 2015 130\n","sortOrder":215},{"sectionNumber":"201","sectionType":"section","heading":"Application of Corporations Act – offences by officers of","content":"201 Application of Corporations Act – offences by officers of\nthis jurisdiction in relation to Part 5.8 of the Corporations Act,\n(a) section 589(2) and (3) of the Corporations Act are taken to be\n(b) the reference in section 592(1)(a) of the Corporations Act to\n23 June 1993 is, if the Co-operatives National Law Act of this\njurisdiction so provides, to be read as a reference to a date\nNote\n","sortOrder":216},{"sectionNumber":"202","sectionType":"section","heading":"Application of Corporations Act – employee entitlements","content":"202 Application of Corporations Act – employee entitlements\nthis jurisdiction in relation to Part 5.8A of the Corporations Act,\nsubject to the modifications referred to in section 13(3) of this Law\nso far as they are relevant.\nNote\n","sortOrder":217},{"sectionNumber":"203","sectionType":"section","heading":"Directors' remuneration","content":"203 Directors' remuneration\nA director of a co-operative must not receive remuneration for\nservices as a director other than:\n(a) fees, concessions and other benefits approved at a general\nmeeting of the co-operative; and\n(b) director's travelling and other expenses that the director\nproperly incurs:\n(i) in attending meetings of the board of directors of the\nco-operative or any meetings of committees of directors\n\nCo-operatives (National Uniform Legislation) Act 2015 131\n(ii) in attending any general meetings of the co-operative.\n","sortOrder":218},{"sectionNumber":"204","sectionType":"section","heading":"Certain financial accommodation to officers prohibited","content":"204 Certain financial accommodation to officers prohibited\n(1) An officer of a co-operative who is not a director of the co-operative\nmust not obtain financial accommodation from the co-operative\nother than:\n(a) with the approval of a majority of the directors; or\n(b) under a scheme about providing financial accommodation to\nofficers that has been approved by a majority of the directors.\n(2) For the purposes of this section, financial accommodation is taken\nto be obtained by an officer of a co-operative if it is obtained by:\n(a) a proprietary company in which the officer is a shareholder or\ndirector; or\n(b) a trust of which the officer is a trustee or beneficiary; or\n(c) a trust of which a corporation is trustee if the officer is a\ndirector or other officer of the corporation.\n(3) A co-operative must not give financial accommodation to an officer\nof the co-operative if:\n(a) by giving the financial accommodation, the officer would\ncontravene this section; and\n(b) the co-operative knows or should reasonably know of the\nMaximum penalty (for subsection (3)): $50 000.\n","sortOrder":219},{"sectionNumber":"205","sectionType":"section","heading":"Financial accommodation to directors and associates","content":"205 Financial accommodation to directors and associates\n(1) A co-operative must not provide financial accommodation to a\ndirector, or to a person the co-operative knows or should\nreasonably know is an associate of a director, unless:\n(a) the accommodation is:\n(i) approved under subsection (2); or\n\nCo-operatives (National Uniform Legislation) Act 2015 132\n(ii) given under a scheme approved under subsection (2); or\n(iii) provided on terms no more favourable to the director or\nassociate than the terms on which it is reasonable to\nexpect the co-operative would give if dealing with the\ndirector or associate at arm's length in the same\n(b) the directors have approved the accommodation, at a meeting\nof the board at which a quorum was present, by a majority of\nat least two-thirds of the directors present and voting on the\nmatter.\nMaximum penalty: $50 000.\n(2) For the purposes of subsection (1)(a)(i) and (ii), financial\naccommodation or a scheme is approved if:\n(a) it is approved by a resolution passed at a general meeting;\nand\n(b) the full details of the accommodation or scheme were made\navailable to members at least 21 days before the meeting.\n(3) A director or an associate of a director must not obtain financial\naccommodation given in contravention of subsection (1).\n(4) For the purposes of this section, a concessional rate of interest for\na borrower from a co-operative is a normal term only if the borrower\nis entitled to the concession by being a member of a class of\nborrowers from the co-operative specified in its rules as being\nentitled to the concession.\n(5) If a director of a co-operative or an associate of a director accepts,\nin payment of a debt owed by a member of the co-operative to the\ndirector or associate, any proceeds of financial accommodation\nprovided to the member by the co-operative, this section has effect\nas if the financial accommodation has been provided to the director\nor associate.\n(6) In this section, a reference to:\n(a) the provision of financial accommodation to a director or an\nassociate of a director; or\n(b) the obtaining of financial accommodation by a director or an\nassociate of a director; or\n\nCo-operatives (National Uniform Legislation) Act 2015 133\n(c) a debt owed to a director or an associate of a director;\nincludes a reference to a provision of financial accommodation to,\nor an obtaining of financial accommodation by, the director or\nassociate, or a debt owed to the director or associate, jointly with\nanother person.\n(7) In this section:\nassociate of a director means:\n(a) the director's spouse or de facto partner; or\n(b) a person when acting in the capacity of trustee of a trust under\nwhich:\n(i) the director or director's spouse or de facto partner has a\nbeneficial interest; or\n(ii) a corporation referred to in paragraph (c) has a\nbeneficial interest; or\n(c) a corporation if:\n(i) the director or director's spouse or de facto partner has a\nmaterial interest in shares in the corporation; and\n(ii) the nominal value of the shares is not less than 10% of\nthe nominal value of the issued share capital of the\ncorporation.\n(8) For the purposes of this section, a person has a material interest\nin a share in a corporation if:\n(a) the person has power to withdraw the share capital subscribed\nfor the share or to exercise control over the withdrawal of the\nshare capital; or\n(b) the person has power to dispose of the share or to exercise\ncontrol over the disposal of the share; or\n(c) the person has power to exercise or to control the exercise of\nany right to vote conferred on the holder of the share.\n\nCo-operatives (National Uniform Legislation) Act 2015 134\n","sortOrder":220},{"sectionNumber":"206","sectionType":"section","heading":"Restriction on directors of certain co-operatives selling land to","content":"206 Restriction on directors of certain co-operatives selling land to\nA director of a co-operative, the primary activity of which is or\nincludes the acquisition of land to settle or retain people on the land\nand of providing any community service or benefit, must not sell\nland to the co-operative except under a special resolution of the\n","sortOrder":221},{"sectionNumber":"207","sectionType":"section","heading":"Management contracts","content":"207 Management contracts\n(1) A co-operative must not enter into a management contract unless\nthe contract has first been approved by special resolution.\n(2) A management contract entered into in contravention of\nsubsection (1) is void.\nmanagement contract means a contract or other arrangement\nunder which:\n(a) a person who is not an officer of the co-operative agrees to\nperform the whole, or a substantial part, of the functions of the\nco-operative, whether under the control of the co-operative or\nnot; or\n(b) a co-operative agrees to perform the whole or a substantial\npart of its functions:\n(i) in a particular way; or\n(ii) in accordance with the directions of any person; or\n(iii) subject to stated restrictions or conditions.\nDivision 5 Declaration of interests\n","sortOrder":222},{"sectionNumber":"208","sectionType":"section","heading":"Declaration of interest","content":"208 Declaration of interest\n(1) A director of a co-operative who is or becomes in any way, whether\ndirectly or indirectly, interested in a contract or proposed contract\nwith the co-operative must declare the nature and extent of the\ninterest to the board of directors under this section.\n\nCo-operatives (National Uniform Legislation) Act 2015 135\n(2) In the case of a proposed contract, the declaration must be made:\n(a) at the meeting of the board at which the question of entering\ninto the contract is first considered; or\n(b) if the director was not at that time interested in the proposed\ncontract – at the next meeting of the board held after the\ndirector becomes interested in the proposed contract.\n(3) If a director becomes interested in a contract with the co-operative\nafter it is made, the declaration must be made at the next meeting\nof the board held after the director becomes interested in the\ncontract.\n(4) For the purposes of this section, a general written notice given to\nthe board by a director to the effect that the director:\n(a) is a member of a stated entity; and\n(b) is to be regarded as interested in any contract that may, after\nthe giving of the notice, be made with the entity;\nis a sufficient declaration.\n(5) A director of a co-operative who holds an office or has an interest in\nproperty whereby, whether directly or indirectly, duties or interests\nmight be created that could conflict with the director's duties or\ninterests as director must, under subsection (6), declare at a\nmeeting of the board of directors the fact and the nature, character\nand extent of the conflict.\n(6) A declaration required by subsection (5) in relation to holding an\noffice or having an interest must be made by a person:\n(a) if the person holds the office or has the interest when he or\nshe becomes a director – at the first meeting of the board held\nafter whichever is the later of the following:\n(i) the person becomes a director;\n(ii) the relevant facts as to holding the office or having the\ninterest come to the person's knowledge; or\n(b) if the person starts to hold the office or acquires the interest\nafter the person becomes a director – at the first meeting of\nthe board held after the relevant facts as to holding the office\nor having the interest come to the person's knowledge.\n\nCo-operatives (National Uniform Legislation) Act 2015 136\n(7) If a director has made a declaration under this section, then, unless\nthe board otherwise decides, the director must not:\n(a) be present during any deliberation of the board in relation to\nthe matter; or\n(b) take part in any decision of the board in relation to the matter.\n(8) For the purpose of the making of a decision of the board under\nsubsection (7) in relation to a director who has made a declaration\nunder this section, the director must not:\n(a) be present during any deliberation of the board for the\npurpose of making the decision; or\n(b) take part in the making by the board of the decision.\n(9) Any vote cast in contravention of this section is not to be counted.\n","sortOrder":223},{"sectionNumber":"209","sectionType":"section","heading":"Declarations to be recorded in minutes","content":"209 Declarations to be recorded in minutes\nEvery declaration under this Division is to be recorded in the\nminutes of the meeting at which it was made.\n","sortOrder":224},{"sectionNumber":"210","sectionType":"section","heading":"Division does not affect other laws or rules","content":"210 Division does not affect other laws or rules\nExcept as provided in section 211, this Division is in addition to, and\ndoes not limit, the operation of a rule of law or a provision in the\nrules of a co-operative restricting a director from having an interest\nin contracts with the co-operative or from holding offices or\npossessing properties involving duties or interests in conflict with\nhis or her duties or interests as director.\n","sortOrder":225},{"sectionNumber":"211","sectionType":"section","heading":"Certain interests need not be declared","content":"211 Certain interests need not be declared\nThe interest in a contract or proposed contract that a director is\nrequired by this Division to declare does not include an interest in:\n(a) a contract or proposed contract for a purchase of goods and\nservices by the director from the co-operative; or\n(b) a lease of land to the director by the co-operative; or\n(c) a contract or proposed contract for the sale of agricultural\nproducts or livestock by the director to the co-operative; or\n(d) a contract or proposed contract that, under the rules of the\nco-operative, may be made between the co-operative and a\nmember; or\n\nCo-operatives (National Uniform Legislation) Act 2015 137\n(e) a contract or proposed contract of a class of contracts\nprescribed by the National Regulations for the purposes of this\nsection;\nbut only if the contract is made in good faith, in the ordinary course\nof the business of the co-operative, and on the terms that are usual\nand proper in similar dealings between the co-operative and its\nDivision 6 Co-operative's registers, books and returns\n","sortOrder":226},{"sectionNumber":"212","sectionType":"section","heading":"Registers to be kept by co-operatives","content":"212 Registers to be kept by co-operatives\n(1) A co-operative must keep the following registers under this section:\n(a) a register of directors;\n(b) a register of members (including their shareholding, if any);\n(c) a register of:\n(i) loans to, securities given by, debentures issued by, and\ndeposits received by the co-operative; and\n(ii) names of persons who have given loans or deposits to\nthe co-operative or hold securities or debentures given\nor issued by the co-operative;\n(d) a register of loans made by or guaranteed by the co-operative,\nand of securities taken by the co-operative;\n(e) a register of CCUs issued by the co-operative and their\nholders;\n(f) a register of memberships cancelled under Part 2.6;\n(g) a register of notifiable interests under section 368;\n(h) other registers required by the National Regulations.\n(2) Registers kept by a co-operative under this Law must be kept in the\nway, and contain the particulars, prescribed by this Law or the\nNote\nOther provisions of this Law require a co-operative to keep other registers.\n\nCo-operatives (National Uniform Legislation) Act 2015 138\n","sortOrder":227},{"sectionNumber":"213","sectionType":"section","heading":"Location of registers","content":"213 Location of registers\n(1) A register kept by a co-operative under this Law must be kept at:\n(a) the co-operative's registered office; or\n(b) an office at the co-operative's principal place of business; or\n(c) an office (whether of the co-operative or of someone else)\nwhere the work involved in maintaining the register is done; or\n(d) another office approved by the Registrar.\n(2) The office must be in this jurisdiction.\n(3) The co-operative must file with the Registrar a notice of the address\nat which the register is kept within 28 days after the register is:\n(a) established at an office that is not the co-operative's\nregistered office; or\n(b) moved from one office to another.\n","sortOrder":228},{"sectionNumber":"214","sectionType":"section","heading":"Inspection of co-operative's registers and other documents","content":"214 Inspection of co-operative's registers and other documents\n(1) A co-operative must have at the office where the registers are kept\nand available during all reasonable hours for inspection by a\nmember free of charge the following:\n(a) a copy of:\n(i) this Law; and\n(ii) the Co-operatives National Law Act of this jurisdiction;\nand\n(iii) the National Regulations; and\n(iv) the local regulations;\n(b) a copy of the rules of the co-operative and attachments to the\nrules required under section 421;\n(c) a copy of the minutes of each general meeting of the\n(d) a copy of the last annual report of the co-operative;\n(e) the register of directors;\n(f) the register of members;\n\nCo-operatives (National Uniform Legislation) Act 2015 139\n(g) the register of names of persons who have given loans or\ndeposits to the co-operative or hold securities or debentures\ngiven or issued by the co-operative;\n(h) the register of CCUs issued by the co-operative and their\nholders;\n(i) other registers that the National Regulations may provide are\nto be open for inspection under this section.\n(2) If a register is not kept on a computer, the member may inspect the\nregister itself.\n(3) If the register is kept on a computer, the member may inspect a\nhard copy of the information on the register unless the person and\nthe co-operative agree the person can access the information by\ncomputer.\n(4) A member is entitled to make a copy of entries in a register\nspecified in subsection (1) free of charge unless the rules of the\nco-operative require a fee to be paid, in which case the copy may\nbe made on payment of the required fee.\n(5) The fee required by the rules of the co-operative must not be more\nthan the fee (for a copy of any entry in the register):\n(6) A co-operative must:\n(a) permit a member to inspect a document or make a copy of a\ndocument the member may inspect or make under this\nsection; and\n(b) give the member all reasonable help to inspect the document\nor make the copy.\n(7) The rules of a co-operative may provide for the availability or\nnon-availability of minutes of board meetings and subcommittee\nmeetings for inspection by members.\n\nCo-operatives (National Uniform Legislation) Act 2015 140\n(8) A co-operative must have, at the place where the registers are kept\nand available during all reasonable hours for inspection by any\nperson, the documents in relation to the co-operative prescribed by\n(9) Neither subsection (7) nor a rule referred to in that subsection\naffects access to minutes being obtained under section 143 or any\nother provision of this Law.\n","sortOrder":229},{"sectionNumber":"215","sectionType":"section","heading":"Use of information on registers","content":"215 Use of information on registers\n(a) use information about a person obtained from a register kept\nby a co-operative under this Law to contact or send material to\nthe person; or\n(b) disclose information of that kind knowing the information is\nlikely to be used to contact or send material to the person;\nunless the use or disclosure of the information is:\n(c) relevant to the holding of the directorship, membership,\nshares, CCUs, loans, securities, debentures or deposits\nconcerned or the exercise of the rights attaching to them; or\n(d) approved by the board; or\n(e) necessary to comply with a requirement of this Law.\n(2) A person who contravenes subsection (1) is liable to compensate\nanyone else who suffers loss or damage because of the\n(3) A person who makes a profit from a contravention of subsection (1)\nowes a debt to the co-operative.\n(4) The amount of the debt is the amount of the profit.\n(5) The use or disclosure of information referred to in subsection (1)(a)\nor (b) in the circumstances referred to in subsection (1)(c), (d) or (e)\nis authorised by this Law.\nNote\nRegarding subsection (5), item 2.1 of National Privacy Principle 2 in Schedule 3\nto the Privacy Act 1988 of the Commonwealth provides: \"An organisation must\nnot use or disclose personal information about an individual for a purpose (the\nsecondary purpose) other than the primary purpose of collection unless: […] (g)\nthe use or disclosure is required or authorised by or under law\".\n\nCo-operatives (National Uniform Legislation) Act 2015 141\n","sortOrder":230},{"sectionNumber":"216","sectionType":"section","heading":"Notice of appointment or cessation of appointment of directors","content":"216 Notice of appointment or cessation of appointment of directors\nand officers to be lodged with Registrar\n(1) A co-operative must give notice to the Registrar under this section\nof the appointment of a person as a director, chief executive officer\nor secretary of the co-operative or a subsidiary of the co-operative,\nand of the cessation of the appointment.\n(2) The notice must:\n(b) be given within 28 days after the appointment or cessation of\nappointment; and\n(c) state the particulars prescribed by the National Regulations of\nthe appointment or cessation of appointment.\n","sortOrder":231},{"sectionNumber":"217","sectionType":"section","heading":"List of members to be lodged with Registrar at request of","content":"217 List of members to be lodged with Registrar at request of\n(1) A co-operative must, at the written request of the Registrar, lodge\nwith the Registrar, within the time and in the way the Registrar\nstates, a full list of the members of the co-operative and of each\nsubsidiary of the co-operative, together with the particulars about\nthe members the Registrar states in the request.\n","sortOrder":232},{"sectionNumber":"218","sectionType":"section","heading":"Reports to be lodged with Registrar concerning prescribed","content":"218 Reports to be lodged with Registrar concerning prescribed\nparticulars\n(1) A co-operative must lodge with the Registrar, within the period or\nperiods prescribed by, or determined in accordance with, the\nNational Regulations, a report on any particulars prescribed by the\n\nCo-operatives (National Uniform Legislation) Act 2015 142\n","sortOrder":233},{"sectionNumber":"219","sectionType":"section","heading":"Special return to be lodged at request of Registrar","content":"219 Special return to be lodged at request of Registrar\n(1) The Registrar may, by written direction, require a co-operative to\nlodge with the Registrar a special return in the form, within the time,\nand relating to the subject matter, stated by the Registrar.\n(2) The co-operative must comply with a direction under subsection (1).\nNote\nPart 3.3 also requires reports to be lodged with the Registrar.\nDivision 7 Name and registered office\n220 Name to include certain matter\n(1) The name of a co-operative may consist of words, numbers or a\ncombination of both.\n(2) The name of the co-operative must include the word \"Co-operative\"\nor \"Cooperative\" or the abbreviation \"Co-op\" or \"Coop\".\n(3) The word \"Limited\" or the abbreviation \"Ltd\" must be the last word\nof the name.\n(4) A corporation that is formed or incorporated under an Act of this\njurisdiction (but not this Law) must not register under that Act by a\nname including the word \"Co-operative\" or \"Cooperative\" or the\nabbreviation \"Co-op\" or \"Coop\".\n(5) The Registrar must not register as the name of a co-operative a\nname that contains anything the National Regulations declare is an\nunsuitable name.\n(6) However, the Registrar may register a name that contains a thing\ndeclared to be an unsuitable name, if the Registrar is satisfied the\nname is suitable for registration in the particular circumstances.\n(7) The local regulations may exempt or provide for the exemption of\nspecified entities or kinds of entities from subsection (4).\n\nCo-operatives (National Uniform Legislation) Act 2015 143\n","sortOrder":234},{"sectionNumber":"221","sectionType":"section","heading":"Exception to requirement for using \"Limited\" in name","content":"221 Exception to requirement for using \"Limited\" in name\n(1) The Registrar may, by designated instrument, approve of the\nomission of the word \"Limited\" or the abbreviation \"Ltd\" from the\nname of a co-operative, if its rules:\n(a) prohibit the co-operative making distributions to its members\nand paying fees to its directors; and\n(b) require the directors to approve all other payments the\nco-operative makes to directors.\n(2) The co-operative must notify the Registrar as soon as practicable if\nany of those requirements or prohibitions in its rules are not\ncomplied with or if its rules are modified to remove any of those\nrequirements or prohibitions.\n(3) An approval may be granted subject to conditions and the\nconditions to which an approval is subject may be varied from time\nto time by the Registrar by notice in writing to the co-operative.\n(4) Any conditions to which the Registrar's approval is subject are\nbinding on the co-operative and must, if the Registrar so directs, be\ninserted in the rules of the co-operative.\nNote\nSee section 62 (1), which provides that rules may be amended by resolution\npassed by the board if the amendment does no more than give effect to a\nrequirement, direction, restriction or prohibition imposed or given under the\nauthority of this Law.\n(5) The Registrar may at any time by notice in writing to the\nco-operative revoke an approval under this section but only after\ngiving the co-operative an opportunity to make submissions to the\nRegistrar on the matter.\n(6) An approval under this section operates to exempt the co-operative\nfrom the requirement that the word \"Limited\" or the abbreviation\n\"Ltd\" form part of its name.\n","sortOrder":235},{"sectionNumber":"222","sectionType":"section","heading":"Use of abbreviations","content":"222 Use of abbreviations\nA description of a co-operative is not inadequate or incorrect merely\nbecause of one or more of the following:\n(a) the use of the abbreviation \"Co-op\" or \"Coop\" instead of the\nword \"Co-operative\" or \"Cooperative\" in the co-operative's\nname (see section 220(2));\n\nCo-operatives (National Uniform Legislation) Act 2015 144\n(b) the use of the abbreviation \"Ltd\" instead of the word \"Limited\"\nin the co-operative's name (see section 220(3));\n(c) the use of the symbol \"&\" instead of the word \"and\" in the\nco-operative's name;\n(d) the use of any of the words instead of the corresponding\nabbreviation or symbol in the co-operative's name;\n(e) the use of any abbreviation or elaboration of the name of the\nco-operative that is approved in a particular case or for a\nparticular purpose by the Registrar in writing.\n","sortOrder":236},{"sectionNumber":"223","sectionType":"section","heading":"Name to appear on seals, publications and business","content":"223 Name to appear on seals, publications and business\ndocuments\n(1) A co-operative must ensure its name appears in legible characters:\n(a) on each seal of the co-operative; and\n(b) in all notices, advertisements and other official publications of\n(c) in all its business documents.\n(2) An officer of a co-operative or a person on its behalf must not:\n(a) use any seal of the co-operative; or\n(b) issue or authorise the issue of a notice, advertisement or other\nofficial publication of the co-operative; or\n(c) sign or authorise to be signed on behalf of the co-operative a\nbusiness document of the co-operative;\nin or on which the co-operative's name does not appear in legible\ncharacters.\n(3) A director of a co-operative must not knowingly authorise or permit\na contravention of this section.\n\nCo-operatives (National Uniform Legislation) Act 2015 145\nbusiness document of a co-operative means a document that is\nissued, signed or endorsed by or on behalf of the co-operative and\nis:\n(a) a business letter, statement of account, invoice or order for\ngoods or services; or\n(b) a bill of exchange, promissory note, cheque or other\nnegotiable instrument; or\n(c) a receipt or letter of credit issued by the co-operative; or\n(d) a document of a class prescribed by the National Regulations\nas a class of business documents.\n","sortOrder":237},{"sectionNumber":"224","sectionType":"section","heading":"Change of name of co-operative","content":"224 Change of name of co-operative\n(1) A co-operative may by special resolution change its name to a\nname approved by the Registrar.\n(2) A change of name must be advertised as prescribed by the\n(3) A change of name does not take effect until:\n(a) the Registrar has noted the change on the certificate of\nregistration of the co-operative; or\n(b) the certificate of registration is surrendered to the Registrar\nand a replacement certificate of registration is issued in the\nnew name.\n(4) A change of name by a co-operative does not affect:\n(a) the identity of the co-operative; or\n(b) the exercise of a right, or the enforcement of an obligation, by\nor against the co-operative or a person; or\n(c) the continuation of legal proceedings by or against the\n(5) Legal proceedings that might have been continued or started by or\nagainst the co-operative in its former name may be continued or\nstarted by or against the co-operative in its new name.\n(6) The Registrar may refuse to approve a change of name if the\nRegistrar thinks the new name is unsuitable.\n\nCo-operatives (National Uniform Legislation) Act 2015 146\n(7) The Registrar may direct a co-operative to change its name if the\nRegistrar considers the name is likely to be confused with the name\nof a corporation or a registered business name. The co-operative\nmust comply with the direction.\n(8) An offence based on subsection (7) is an offence of strict liability.\n","sortOrder":238},{"sectionNumber":"225","sectionType":"section","heading":"Restriction on use of word co-operative or similar words","content":"225 Restriction on use of word co-operative or similar words\n(1) A person other than a co-operative must not trade, or carry on\nbusiness, under a name or title containing the word \"Co-operative\"\nor \"Cooperative\", the abbreviation \"Co-op\" or \"Coop\", or words\nimporting a similar meaning.\n(2) The local regulations may exempt or provide for the exemption of\nspecified entities or kinds of entities from subsection (1).\n","sortOrder":239},{"sectionNumber":"226","sectionType":"section","heading":"Registered office of co-operative","content":"226 Registered office of co-operative\n(1) A co-operative must have a registered office.\n(2) A co-operative is guilty of an offence if its registered office is not\nlocated in this jurisdiction.\n(3) A co-operative must, at the premises of its registered office, publicly\nand conspicuously display a notice stating the name of the\nco-operative and identifying the premises as its registered office.\n(4) Within 28 days after changing the address of its registered office, a\nco-operative must give the Registrar written notice of the new\naddress of its registered office.\n(5) A co-operative's office is registered as the co-operative's registered\noffice while the address of the office is recorded in the register of\nco-operatives by the Registrar and there specified as its registered\n\nCo-operatives (National Uniform Legislation) Act 2015 147\n(6) The Registrar may, by designated instrument, exempt a small\nco-operative, a class of small co-operatives or all small\nco-operatives from subsection (3).\n(7) An exemption may be given unconditionally or subject to conditions.\n(8) An offence based on subsection (1), (2), (3) or (4) is an offence of\nstrict liability.\nPart 3.2 Voting and meetings\nDivision 1 Voting entitlements\n227 Application of Part to voting\nThe provisions of this Part apply to voting on all resolutions.\n228 Voting\n(1) The right to vote attaches to membership and not shareholding.\n(2) Except as provided in subsections (3) and (4), each member has\nonly one vote at a meeting of the co-operative.\n(3) If its rules so provide, a member of a co-operative group may have\nthe number of votes (up to 5) at a general meeting that is stated in\nthe rules.\n(4) If the rules so provide, the chairperson has a second vote at a\nboard meeting or general meeting.\n(5) In the case of joint membership:\n(a) the joint members have only one vote between them; and\n(b) that vote may be exercised (subject to the grant of a proxy or\npower of attorney) only by the joint member decided under the\nrules.\n(6) In the case of shares held jointly by 2 or more members otherwise\nthan by virtue of joint membership, each member holding the\nshares is entitled to vote in accordance with this section.\nNote\nSee section 233 for the effect on a member's right to vote where a non-member\nhas a relevant interest in a share held by the member or in the member's right to\nvote.\n\nCo-operatives (National Uniform Legislation) Act 2015 148\n","sortOrder":240},{"sectionNumber":"229","sectionType":"section","heading":"Voting by proxy","content":"229 Voting by proxy\n(1) If the rules of the co-operative so provide, voting may be by proxy\nat a general meeting.\n(2) The instrument of proxy may state the way in which a proxy is to\nvote on a particular resolution.\n(3) The proxy must vote in the way authorised by an instrument of\nproxy referred to in subsection (2).\n(4) A person must not act as a proxy unless he or she:\n(a) is an active member of the co-operative; or\n(b) in the case of a co-operative group – is entitled to represent a\nmember of the group.\n(5) The rules of the co-operative may limit the number of persons for\nwhom a person may act as a proxy on the same question.\n","sortOrder":241},{"sectionNumber":"230","sectionType":"section","heading":"Inactive members not entitled to vote","content":"230 Inactive members not entitled to vote\nA member cannot vote if the member is not an active member of\n","sortOrder":242},{"sectionNumber":"231","sectionType":"section","heading":"Control of right to vote","content":"231 Control of right to vote\n(1) A person must not directly or indirectly control the exercise of the\nright to vote of a member.\n(2) If a person controls the exercise of the right of a member to vote at\na meeting of a co-operative:\n(a) the vote of the member is invalid; and\n(b) if the person is a member – the vote of the person is invalid.\n(3) Nothing in this section prevents:\n(a) the exercise of a vote by means of a proxy or power of\nattorney; or\n(b) a director controlling the vote of a corporate member; or\n(c) an agreed purchaser controlling a member's vote pending\nsettlement.\n\nCo-operatives (National Uniform Legislation) Act 2015 149\n","sortOrder":243},{"sectionNumber":"232","sectionType":"section","heading":"Effect of disposal of shares on voting rights","content":"232 Effect of disposal of shares on voting rights\nA member of a co-operative cannot vote if the member has sold or\ntransferred, or disposed of the beneficial interest in, all the\nmember's shares, or agreed to do so.\n","sortOrder":244},{"sectionNumber":"233","sectionType":"section","heading":"Effect of relevant share and voting interests on voting rights","content":"233 Effect of relevant share and voting interests on voting rights\n(1) Subject to subsection (3) and section 228(5) and (6), a member of a\nco-operative cannot vote if another person (whether or not a\nmember of the co-operative) has a relevant interest in any share\nheld by the member or in the member's right to vote.\n(2) A member who cannot vote because of this section may apply to\nthe Registrar to review the matter.\n(3) The Registrar may order that the member may vote if the Registrar\nis satisfied in the circumstances of the case that loss of the right to\nvote would be unjust or unreasonable, and the order of the\nRegistrar has effect accordingly.\n","sortOrder":245},{"sectionNumber":"234","sectionType":"section","heading":"Rights of representatives to vote","content":"234 Rights of representatives to vote\nA person appointed under this Law to represent a member of a\nco-operative or co-operative group:\n(a) is entitled to receive notice of all meetings in the same way as\nthe member represented; and\n(b) is entitled to exercise the same rights to vote as the member\nrepresented.\n","sortOrder":246},{"sectionNumber":"235","sectionType":"section","heading":"Other rights and duties of members not affected by ineligibility","content":"235 Other rights and duties of members not affected by ineligibility\nto vote\nA provision of this Law that disentitles a member of a co-operative\nto vote (either generally or in relation to a particular matter) does\nnot affect any other right, entitlement, obligation or duty of the\nmember as a member.\n","sortOrder":247},{"sectionNumber":"236","sectionType":"section","heading":"Vote of disentitled member to be disregarded","content":"236 Vote of disentitled member to be disregarded\nA vote cast by or on behalf of a member of a co-operative when not\nentitled to vote under this Division or any other provision of this Law\nmust be disregarded.\n\nCo-operatives (National Uniform Legislation) Act 2015 150\nDivision 2 Resolutions\n","sortOrder":248},{"sectionNumber":"237","sectionType":"section","heading":"Decisions to be by ordinary resolution","content":"237 Decisions to be by ordinary resolution\nUnless this Law or the rules of the co-operative otherwise provide,\nevery question for decision by a co-operative must be decided by\nordinary resolution.\n","sortOrder":249},{"sectionNumber":"238","sectionType":"section","heading":"Ordinary resolutions","content":"238 Ordinary resolutions\nAn ordinary resolution is a resolution of a co-operative that is\npassed by a simple majority at a general meeting of the\nco-operative or in a postal ballot of members.\n","sortOrder":250},{"sectionNumber":"239","sectionType":"section","heading":"Special resolutions","content":"239 Special resolutions\n(1) A special resolution is a resolution of a co-operative that is\npassed:\n(a) by a two-thirds majority at a general meeting of the\n(b) by a two-thirds majority in a postal ballot (other than a special\npostal ballot) of members; or\n(c) by a three-quarters majority in a special postal ballot of\nA co-operative may by its rules require a higher majority voting percentage on\nany matter or that specified matters must be passed by postal or special postal\nSection 250 enables 20% of members (or a lesser percentage specified in the\nrules) to require a postal ballot for a special resolution.\n(2) A special resolution may be passed by a postal ballot only if the\nrules of the co-operative so permit or this Law requires the special\nresolution to be passed by postal ballot (including a special postal\nballot).\n(3) A resolution must not be considered to have been passed as a\nspecial resolution unless not less than 21 days notice has been\ngiven to the members of the co-operative stating:\n(a) the intention to propose the special resolution; and\n(b) the reasons for proposing the special resolution; and\n(c) the effect of the special resolution being passed.\n\nCo-operatives (National Uniform Legislation) Act 2015 151\n","sortOrder":251},{"sectionNumber":"240","sectionType":"section","heading":"How majority is ascertained","content":"240 How majority is ascertained\n(1) A resolution is passed by a particular majority at a meeting if that\nmajority of the members of the co-operative who, being entitled to\ndo so, vote in person or (if proxies are allowed) by proxy at the\nmeeting vote in favour of the resolution.\n(2) A resolution is passed by a particular majority in a postal ballot if\nthat majority of the members of the co-operative who, being entitled\nto do so, cast formal votes in the postal ballot vote in favour of the\nresolution.\n","sortOrder":252},{"sectionNumber":"241","sectionType":"section","heading":"Declaration of passing of special resolution","content":"241 Declaration of passing of special resolution\n(1) At a meeting of a co-operative for the purpose of passing a special\nresolution, a declaration by the chairperson of the meeting that the\nresolution has been passed as a special resolution is evidence of\nthat fact.\n(2) A declaration by the returning officer for a postal ballot to pass a\nspecial resolution that the resolution has been passed as a special\nresolution is evidence of that fact.\n(3) Subsection (1) does not apply if a poll is taken at the meeting of the\n","sortOrder":253},{"sectionNumber":"242","sectionType":"section","heading":"Effect of special resolution","content":"242 Effect of special resolution\n(1) A special resolution has effect from the date it is passed.\n(2) However, a special resolution relating to anything for which a\nspecial resolution is required to be passed by special postal ballot\nhas no effect until it is registered.\nNote\nSection 446 provides that a members' voluntary winding up of a co-operative\nstarts when the result of the special postal ballot is noted in the minutes by the\nsecretary of the co-operative.\n(3) Subsection (2) and sections 243 and 244 do not apply to a special\nresolution amending the rules of a co-operative.\nNote\nPart 2.3 deals with amendments to rules and when amendments take effect.\n\nCo-operatives (National Uniform Legislation) Act 2015 152\n","sortOrder":254},{"sectionNumber":"243","sectionType":"section","heading":"Registration of special resolution","content":"243 Registration of special resolution\n(1) A co-operative must, in accordance with subsection (2), file\n2 copies of each special resolution passed by the co-operative with\nthe Registrar for registration.\n(2) The copies must:\n(a) be filed within 28 days after the passing of a special resolution\nor the further period the Registrar allows; and\n(b) be signed by a director, the secretary of the co-operative or\nanother authorised representative of the co-operative; and\n(c) be accompanied by the filing fee prescribed by:\n(i) the National Regulations, unless subparagraph (ii)\n(ii) the local regulations.\nNote\nSee section 444(4)(a) regarding the period within which a special resolution must\nbe filed with the Registrar in connection with the voluntary winding up of a\n(3) A co-operative or an officer of the co-operative must not knowingly\nfail to file the required copies under this section.\n","sortOrder":255},{"sectionNumber":"244","sectionType":"section","heading":"Decision of Registrar on application to register special","content":"244 Decision of Registrar on application to register special\nresolution\n(1) If the Registrar is satisfied the co-operative has complied with this\nLaw and the special resolution is not contrary to this Law, the\nRegistrar must register the special resolution and may issue a\ncertificate of registration.\n(2) If the Registrar considers the effect of a special resolution filed for\nregistration would be in contravention of this Law or any other law,\nthe Registrar:\n(a) may refuse to register the special resolution; and\n\nCo-operatives (National Uniform Legislation) Act 2015 153\n(b) must give written notice to the co-operative that the special\nresolution:\n(i) for a special resolution referred to in section 242(2) - has\nno effect; and\n(ii) in any other case – has no effect as from the date it was\npassed.\n(3) A certificate of registration of a special resolution issued by the\nRegistrar is, in favour of any person advancing money to the\nco-operative on the faith of the certificate or in favour of any\nguarantor of that advance, evidence that the resolution was\nproperly passed.\nDivision 3 Resolution by circulated document\n","sortOrder":256},{"sectionNumber":"245","sectionType":"section","heading":"Application of Division","content":"245 Application of Division\nThis Division applies to a resolution of a co-operative, including a\nresolution appointing an officer or auditor or approving of or\nagreeing to any act, matter or thing, if:\n(a) the co-operative has fewer than 50 members; and\n(b) the resolution is required or permitted under this Law or the\nrules of the co-operative to be passed at a general meeting of\n","sortOrder":257},{"sectionNumber":"246","sectionType":"section","heading":"Resolution by circulation of document – fewer than","content":"246 Resolution by circulation of document – fewer than\n50 members\n(1) If all the members of a co-operative have signed a document that\nsets out the terms of a resolution and contains a statement that\nthey are in favour of the resolution, the resolution is taken to have\nbeen passed at a general meeting of the co-operative.\n(2) The meeting is taken to have been held:\n(a) if all the members signed the document on the one day – on\nthe day the document was signed, at the time the document\nwas signed by the last member to sign; or\n(b) if the members signed the document on different days – on\nthe day, and at the time, the document was signed by the last\nmember to sign.\n(3) The document need not exist as a single document, but may exist\nin the form of 2 or more documents in identical terms.\n\nCo-operatives (National Uniform Legislation) Act 2015 154\n(4) The document is taken to constitute a minute of the general\n(5) Anything attached to the document and signed by the members\nsigning the document is taken to have been laid before the\nco-operative at the general meeting.\n(6) The document is signed by all members of a co-operative only if\nthe document is signed by each person who was a member of the\nco-operative at the time the document was signed by the last\nmember to sign.\n(7) Nothing in this section affects or limits any rule of law about the\neffectiveness of the assent of members of a co-operative given to a\ndocument, or to an act, matter or thing, otherwise than at a general\nDivision 4 Postal ballots\n","sortOrder":258},{"sectionNumber":"247","sectionType":"section","heading":"Postal ballots","content":"247 Postal ballots\n(1) A postal ballot may be held as provided by the rules of a\nco-operative and must be conducted in the way prescribed by the\n(2) On the declaration by the returning officer of the result of the ballot,\nthe secretary of the co-operative must make an entry in the minutes\nof the co-operative showing:\n(a) the number of formal votes cast in favour of the proposal\n(b) the number of formal votes cast against the proposal; and\n(c) the number of informal votes cast.\n","sortOrder":259},{"sectionNumber":"248","sectionType":"section","heading":"Special postal ballots","content":"248 Special postal ballots\n(1) A special postal ballot is a postal ballot that is conducted in\naccordance with this section.\n(2) The ballot must not be held less than 28 days after notice of the\nballot is given to members.\nNote\nThis period is intended to enable sufficient time for a meeting to be called\n(whether by the board or on the requisition of members) and held to discuss the\nproposal the subject of the ballot.\n\nCo-operatives (National Uniform Legislation) Act 2015 155\n(3) The co-operative must send to each member (along with any other\nmaterial required to be sent in relation to the postal ballot) a\ndisclosure statement approved by the Registrar and containing\ninformation about:\n(a) the financial position of the co-operative; and\n(b) the interests of the directors of the co-operative in the\nproposal with which the ballot is concerned, including any\ninterests of the directors in another organisation concerned in\nthe proposal; and\n(c) any compensation or consideration to be paid to officers or\nmembers of the co-operative in connection with the proposal;\nand\n(d) any other matters the Registrar directs.\n(4) If the Registrar so requires, the disclosure statement is to be\naccompanied by a report made by an independent person\napproved by the Registrar about any matters the Registrar directs.\n(5) A draft disclosure statement must be submitted to the Registrar at\nleast 28 days (or the shorter period the Registrar may allow in a\nparticular case) before the notice of the special postal ballot is to be\ngiven to members.\n(6) Section 25 (except subsections (1), (2) and (3)) applies to a\nmodifications, and in particular as if a reference in that section to a\nformation meeting were a reference to the notice of the special\npostal ballot.\nNote\nSections 380 and 445 provide for exemptions from this section in certain\ncircumstances.\n","sortOrder":260},{"sectionNumber":"249","sectionType":"section","heading":"When special postal ballot is required","content":"249 When special postal ballot is required\nThe board of a co-operative must conduct a special postal ballot\nwhen required by a provision of this Law.\nNote\nVoting by special postal ballot is provided for by this Law as follows:\n(a) conversion of:\n(i) a co-operative with share capital to a co-operative without share\ncapital, or vice versa; or\n(ii) a distributing co-operative to a non-distributing co-operative, or vice\nversa; (see section 35);\n\nCo-operatives (National Uniform Legislation) Act 2015 156\n(b) a special resolution to require members to take up or subscribe for\nadditional shares and a special resolution to deduct amounts for additional\nshares (see section 82);\n(c) a special resolution on the requisition of members (see section 250);\n(d) a special resolution to require members to lend money to the co-operative\n(see section 343);\n(e) an acquisition or disposal of certain assets (see section 359);\n(f) the maximum permissible level of share interest in a co-operative (see\nsection 363);\n(g) certain share offers (see section 374);\n(h) a merger (see sections 396 and 476);\n(i) a transfer of engagements (see sections 396 and 476);\n(j) a transfer of incorporation (see section 404);\n(k) a compromise or arrangement between a co-operative and its members\n(see section 414);\n(l) a members' voluntary winding up (see section 445).\n","sortOrder":261},{"sectionNumber":"250","sectionType":"section","heading":"Holding of postal ballot on requisition","content":"250 Holding of postal ballot on requisition\n(1) The board of a co-operative must conduct a postal ballot (including\na special postal ballot) for the passing of a special resolution on the\nwritten requisition of the number of members who together are able\nto cast at least 20% (or a lesser percentage specified in the rules of\nthe co-operative) of the total number of votes able to be cast at a\n(2) A member cannot be a requisitioning member unless the member is\nan active member.\n(3) The following provisions apply to a requisition for a postal ballot:\n(a) it must state:\n(i) the proposed special resolution to be voted on; and\n(ii) he reasons for the making of the special resolution; and\n(iii) the effect of the special resolution being passed;\n(b) it must be signed by the requisitioning members (and may\nconsist of several documents in like form each signed by one\nor more of the requisitioning members);\n(c) it must be served on the co-operative by being filed at the\nregistered office of the co-operative.\n\nCo-operatives (National Uniform Legislation) Act 2015 157\n(4) The postal ballot must be conducted as soon as practicable and in\nany case must be conducted within 2 months after the requisition is\nserved.\n(5) If the special resolution for which the requisitioned postal ballot is\nconducted is not passed, the co-operative may recover the\nexpenses of the postal ballot from the members who requisitioned\nthe postal ballot as a debt payable to the co-operative.\n","sortOrder":262},{"sectionNumber":"251","sectionType":"section","heading":"Expenses involved in postal ballots on requisition","content":"251 Expenses involved in postal ballots on requisition\n(1) All reasonable expenses incurred by a co-operative in preparing for\nand holding a special postal ballot are taken to form the expenses\nof the postal ballot conducted for the purposes of section 250.\n(2) Those expenses include (but are not limited to) the following\nexpenses:\n(a) the cost of obtaining expert advice (including legal and\nfinancial advice) and of commissioning expert reports;\n(b) costs attributable to the use of staff of the co-operative in\npreparing for and holding the ballot;\n(c) the cost of producing, printing and posting the ballot papers\nand other material associated with the ballot.\nDivision 5 Meetings\n","sortOrder":263},{"sectionNumber":"252","sectionType":"section","heading":"Annual general meetings (cf Corporations Act s 250N)","content":"252 Annual general meetings (cf Corporations Act s 250N)\n(1) A co-operative must hold its initial annual general meeting within\n18 months after its registration.\n(2) A co-operative must hold an annual general meeting at least once\nin each calendar year after its initial annual general meeting and\nwithin 5 months after the end of its financial year.\n(4) An annual general meeting is to be held in addition to any other\nmeetings held by a co-operative in the year.\n\nCo-operatives (National Uniform Legislation) Act 2015 158\n","sortOrder":264},{"sectionNumber":"253","sectionType":"section","heading":"Special general meetings","content":"253 Special general meetings\nA special general meeting of a co-operative may be called at any\ntime by the board.\n","sortOrder":265},{"sectionNumber":"254","sectionType":"section","heading":"Notice of meetings","content":"254 Notice of meetings\nThe board must give each member at least 14 days notice of each\nNote\nSection 239 requires 21 days notice of each special resolution to be considered\nat a general meeting.\n","sortOrder":266},{"sectionNumber":"255","sectionType":"section","heading":"Quorum at meetings","content":"255 Quorum at meetings\n(1) The quorum for a meeting of a co-operative must be stated in the\n(2) An item of business must not be transacted at a meeting of a\nco-operative unless a quorum of members entitled to vote is\npresent during the transaction of that item.\n","sortOrder":267},{"sectionNumber":"256","sectionType":"section","heading":"Decision at meetings","content":"256 Decision at meetings\n(1) A question for decision at a general meeting of a co-operative is to\nbe decided by a show of hands, unless a poll is required (see\nsubsection (2)).\n(2) The question is to be decided by a poll if a poll is required by the\nchairperson of the meeting or by any 5 members present at the\nmeeting or represented at the meeting by proxy.\n(3) A person who is a proxy for one or more members may cast only\none vote on a question for decision by a show of hands.\n(4) A person who is a proxy for one or more members may cast more\nthan one vote on a question for decision by a poll, unless the rules\nof the co-operative restrict the number of votes that a proxy may\ncast.\n(5) In the case of an equality of votes, the chairperson of the meeting\nat which the show of hands takes place or at which the poll is\ndemanded may cast a second vote if the rules of the co-operative\nso provide.\n(6) This section has effect subject to section 229.\nNote\nSection 229 deals with voting by proxy.\n\nCo-operatives (National Uniform Legislation) Act 2015 159\n","sortOrder":268},{"sectionNumber":"257","sectionType":"section","heading":"Calling of general meeting on requisition","content":"257 Calling of general meeting on requisition\n(1) The board of a co-operative must call a general meeting of the\nco-operative on the written requisition of the number of members\nwho together are able to cast at least 20% (or a lesser percentage\nspecified in the rules of the co-operative) of the total number of\nvotes able to be cast at a meeting of the co-operative.\n(2) A member cannot be a requisitioning member unless the member is\nan active member.\n(3) The following provisions apply to a requisition for a general\nmeeting:\n(a) it must state the objects of the meeting;\n(b) it must be signed by the requisitioning members (and may\nconsist of several documents in like form each signed by one\nor more of the requisitioning members);\n(c) it must be served on the co-operative by being filed at the\nregistered office of the co-operative.\n(4) The meeting must be called and held as soon as practicable and in\nany case must be held within 63 days after the requisition is served.\n(5) If the board does not call the meeting within 21 days after the\nrequisition is served, the following provisions apply:\n(a) the requisitioning members (or any of them representing at\nleast half their total voting rights) may call the meeting in the\nsame way as nearly as possible as meetings are called by the\nboard;\n(b) for that purpose, they may ask the co-operative to supply a\nwritten statement setting out the names and addresses of the\npersons entitled when the requisition was served to receive\nnotice of general meetings of the co-operative;\n(c) the board must send the requested statement to the\nrequisitioning members within 7 days after the request for the\nstatement is made;\n(d) the meeting called by the requisitioning members must be\nheld within 91 days after the requisition is served;\n(e) any reasonable expenses incurred by the requisitioning\nmembers because of the board's failure to call the meeting\nmust be paid by the co-operative;\n\nCo-operatives (National Uniform Legislation) Act 2015 160\n(f) any amount required to be paid by the co-operative under\nparagraph (e) must be retained by the co-operative out of any\nmoney due from the co-operative by way of fees or other\nremuneration for their services to any of the directors that\nwere in default.\n","sortOrder":269},{"sectionNumber":"258","sectionType":"section","heading":"Minutes","content":"258 Minutes\n(1) Minutes of each general meeting, board meeting and committee\nmeeting must be entered in the appropriate books within 28 days\nafter the meeting.\n(2) A co-operative must ensure that minutes of a meeting are signed\nwithin a reasonable time after the meeting by one of the following:\n(a) the chairperson of the meeting;\n(b) the chairperson of the next meeting.\n(3) Minutes must be kept in the English language.\nNote\nSection 214 makes provision regarding the availability of minutes for inspection.\n","sortOrder":270},{"sectionNumber":"259","sectionType":"section","heading":"Auditor entitled to notice and other communications","content":"259 Auditor entitled to notice and other communications\n(cf Corporations Act s 249K)\n(1) A co-operative must give its auditor:\n(a) notice of a general meeting in the same way that a member of\nthe co-operative is entitled to receive notice; and\n(b) any other communications relating to the general meeting that\na member of the co-operative is entitled to receive.\n","sortOrder":271},{"sectionNumber":"260","sectionType":"section","heading":"Auditor's right to be heard at general meetings","content":"260 Auditor's right to be heard at general meetings\n(cf Corporations Act s 249V)\n(1) A co-operative's auditor is entitled to attend any general meeting of\n(2) The auditor is entitled to be heard at the meeting on any part of the\nbusiness of the meeting that concerns the auditor in the capacity of\nauditor.\n\nCo-operatives (National Uniform Legislation) Act 2015 161\n(3) The auditor is entitled to be heard even if:\n(a) the auditor retires at the meeting; or\n(b) the meeting passes a resolution to remove the auditor from\n(4) The auditor may authorise a person in writing as the auditor's\nrepresentative for the purpose of attending and speaking at any\n","sortOrder":272},{"sectionNumber":"261","sectionType":"section","heading":"Questions and comments by members on co-operative","content":"261 Questions and comments by members on co-operative\nmanagement at annual general meeting (cf Corporations Act\ns 250S)\n(1) The chairperson of an annual general meeting of a co-operative\nmust allow a reasonable opportunity for the members as a whole at\nthe meeting to ask questions about or make comments on the\nmanagement of the co-operative.\n262 Questions by members of auditors at annual general meeting\n(cf Corporations Act s 250T)\n(1) If a co-operative's auditor or their representative is at the meeting,\nthe chairperson of an annual general meeting of the co-operative\nmust:\n(a) allow a reasonable opportunity for the members as a whole at\nthe meeting to ask the auditor or the auditor's representative\nquestions relevant to:\n(i) the conduct of the audit; and\n(ii) the preparation and content of the auditor's report; and\n(iii) the accounting policies adopted by the co-operative in\nrelation to the preparation of the financial statements;\nand\n(iv) the independence of the auditor in relation to the\nconduct of the audit; and\n\nCo-operatives (National Uniform Legislation) Act 2015 162\n(b) allow a reasonable opportunity for the auditor or their\nrepresentative to answer written questions submitted to the\nauditor.\n(3) If:\n(a) the co-operative's auditor or their representative is at the\nmeeting; and\n(b) the auditor has prepared a written answer to a written question\nsubmitted to the auditor;\nthe chairperson of the annual general meeting may permit the\nauditor or their representative to table the written answer to the\nwritten question.\n(4) The co-operative must make the written answer tabled under\nsubsection (3) reasonably available to members as soon as\npracticable after the annual general meeting.\nMaximum penalty (for subsection (4)): $500.\nPart 3.3 Financial reports and audit\nNote\nColumns 1 and 2 of the following Table set out the Division numbers and Division headings of\nthis Part, and Columns 3 and 4 indicate (where relevant) provisions of Chapter 2M of the\nCorporations Act that generally correspond to each Division of this Part.\nTable\nColumn 1 Column 2 Column 3 Column 4\nDivision of this Part Heading to Division Provisions of\nCorporations Act to\nwhich Division\ncorresponds\nDivision 1 Preliminary – –\nDivision 2 Financial records ss 286–290 Part 2M.2\nDivision 3 Annual financial\nreports and directors'\nreports generally\nss 292–294 (also\ns315 (2))\nPart 2M.3, Div 1\n(also Div 4)\nDivision 4 Annual financial\nss 295–297, 301 Part 2M.3, Div 1\n\nCo-operatives (National Uniform Legislation) Act 2015 163\nDivision 5 Annual directors'\nss 298–300A Part 2M.3, Div 1\nDivision 6 Half-year financial\nreport and directors'\nreport\nss 302–306 Part 2M.3, Div 2\nDivision of this Part Heading to Division Provisions of\nCorporations Act to\nwhich Division\ncorresponds\nDivision 7 Audit and auditor's\nreport\nss 307–313 Part 2M.3, Div 3\nDivision 8 Annual financial\nreporting to members\nss 314–318 Part 2M.3, Div 4\nDivision 9 Lodging reports and\nreturns with Registrar\nss 319–322 Part 2M.3, Div 5\n","sortOrder":273},{"sectionNumber":"Div 10","sectionType":"division","heading":"Special provisions","content":"Division 10 Special provisions\nabout consolidated\nfinancial statements\nss 323–323C Part 2M.3, Div 6\n","sortOrder":274},{"sectionNumber":"Div 11","sectionType":"division","heading":"Financial years and","content":"Division 11 Financial years and\nhalf-years\ns 323D Part 2M.3, Div 7\nDivision 12 Auditors ss 324AA–331\n(except s 327H)\nPart 2M.4, Divs 1–6\nDivision 13 Accounting and\nauditing standards\nss 337, 338 Part 2M.5\n","sortOrder":275},{"sectionNumber":"Div 14","sectionType":"division","heading":"Exemptions and","content":"Division 14 Exemptions and\nmodifications\nss 340–343 Part 2M.6\nDivision 15 Miscellaneous s 344 Part 2M.7\nDivision 1 Preliminary\n263 Interpretation\n(1) In this Part:\naccounting standard – see section 314.\naudit means:\n(a) an audit conducted for the purposes of this Law; or\n(b) a review of a financial report conducted for the purposes of\nauditing standard – see section 314.\n\nCo-operatives (National Uniform Legislation) Act 2015 164\nconsolidated entity means a co-operative together with all the\nentities it is required by the accounting standards to include in\nconsolidated financial statements.\ndirectors' declaration – see section 273.\nfinancial report means an annual financial report or a half-year\nfinancial report prepared by a co-operative under this Part (and see\nsection 273).\nfinancial statements – see section 273.\nnotes to the financial statements – see section 273.\n(2) Terms used in this Part have the same meanings as they have in\nthe Corporations Act, and in particular in Chapter 2M of the\nCorporations Act.\nNote\nExamples of terms covered by subsection (2) are authorised audit company,\nentity, control and registered company auditor.\n(3) Without limiting subsection (2), the term controlled entity used in\nthis Part has a meaning affected by section 50AA of the\nCorporations Act.\n","sortOrder":276},{"sectionNumber":"264","sectionType":"section","heading":"General modifications to applied provisions of Chapter 2M of","content":"264 General modifications to applied provisions of Chapter 2M of\n(1) This section applies to the provisions of Chapter 2M of the\nCorporations Act as they apply under this Part.\n(2) In those provisions:\n(a) a reference to a company that is an auditor of a co-operative\nis to be read as a reference to a company and not a\n(b) a reference to a small proprietary company is to be read as a\nreference to a small co-operative (which is defined in section 4\nas a co-operative of a class or description prescribed by the\nNational Regulations); and\n(c) a reference to an order of exemption is to be read as a\nreference to an exemption under Division 14 of this Part.\n(3) Subsection (2) does not apply to the extent to which this Law or the\nNational Regulations provide otherwise, whether expressly or by\nimplication.\n\nCo-operatives (National Uniform Legislation) Act 2015 165\nDivision 2 Financial records\n","sortOrder":277},{"sectionNumber":"265","sectionType":"section","heading":"Obligation to keep financial records (cf Corporations Act","content":"265 Obligation to keep financial records (cf Corporations Act\ns 286)\n(1) A co-operative must keep written financial records that:\n(a) correctly record and explain its transactions and financial\nposition and performance; and\n(b) would enable true and fair financial statements to be prepared\nand audited.\nThe obligation to keep financial records of transactions extends to\ntransactions undertaken as trustee.\n(2) The co-operative must retain the financial records for 7 years after\nthe transactions covered by the records are completed.\n","sortOrder":278},{"sectionNumber":"266","sectionType":"section","heading":"Language requirements (cf Corporations Act s 287)","content":"266 Language requirements (cf Corporations Act s 287)\n(1) The financial records may be kept in any language.\n(2) A co-operative must ensure that an English translation of financial\nrecords not kept in English is made available within a reasonable\ntime to a person who:\n(a) is entitled to inspect the records; and\n(b) asks for the English translation.\n","sortOrder":279},{"sectionNumber":"267","sectionType":"section","heading":"Physical format (cf Corporations Act s 288)","content":"267 Physical format (cf Corporations Act s 288)\n(1) A co-operative must ensure that, if financial records are kept in\nelectronic form, they are to be convertible into hard copy.\n(2) If financial records are kept in electronic form, the co-operative\nmust ensure that a hard copy is made available within a reasonable\ntime to a person who is entitled to inspect the records.\n\nCo-operatives (National Uniform Legislation) Act 2015 166\n","sortOrder":280},{"sectionNumber":"268","sectionType":"section","heading":"Place where records are kept (cf Corporations Act s 289)","content":"268 Place where records are kept (cf Corporations Act s 289)\n(1) A co-operative may decide where to keep the financial records.\n(2) If financial records about particular matters are kept outside this\njurisdiction, the co-operative must ensure that sufficient written\ninformation about those matters are kept in this jurisdiction to\nenable true and fair financial statements to be prepared.\n(3) If financial records about particular matters are kept outside this\njurisdiction, the co-operative must give the Registrar written notice\nin the approved form of the place where the information is kept.\n(4) The Registrar may direct a co-operative to produce specified\nfinancial records that are kept outside this jurisdiction. The\nco-operative must comply with the direction.\n(5) The direction must:\n(a) be in writing; and\n(b) specify a place in this jurisdiction where the records are to be\nproduced (the place must be reasonable in the\ncircumstances); and\n(c) specify a day (at least 14 days after the direction is given) by\nwhich the records are to be produced.\n(6) An offence based on subsection (2), (3) or (4) is an offence of strict\n","sortOrder":281},{"sectionNumber":"269","sectionType":"section","heading":"Director access (cf Corporations Act s 290)","content":"269 Director access (cf Corporations Act s 290)\n(1) A director of a co-operative has a right of access to the financial\nrecords at all reasonable times.\n(2) On application by a director, the Supreme Court may authorise a\nperson to inspect the financial records on the director's behalf.\n\nCo-operatives (National Uniform Legislation) Act 2015 167\n(3) A person authorised to inspect records may make copies of the\nrecords unless the Supreme Court orders otherwise.\n(4) The Supreme Court may make any other orders it considers\nappropriate, including either or both of the following:\n(a) an order limiting the use that a person who inspects the\nrecords may make of information obtained during the\ninspection;\n(b) an order limiting the right of a person who inspects the records\nto make copies in accordance with subsection (3).\nDivision 3 Annual financial reports and directors' reports\n270 Who has to prepare annual financial reports and directors'\n1 Large co-operatives – requirement to prepare reports in accordance\nwith this Part (cf Corporations Act s 292(1))\nA large co-operative must prepare a financial report and a directors'\nreport in accordance with this Part for each financial year.\n2 Small co-operatives – requirement to prepare reports if directed to\ndo so (cf Corporations Act s 292(2))\nA small co-operative must prepare a financial report and a directors'\nreport if and as directed under section 271 or 272.\n3 Small co-operatives – where no direction\nA small co-operative that is not the subject of a direction under\neither section 271 or 272:\n(a) is not required to prepare reports in accordance with this Part;\nand\n(b) must comply with the requirements (if any) of the National\nRegulations regarding the preparation and provision of reports\nto members.\nNote\nThe rules of a co-operative may provide for the preparation of financial reports\nthat would be additional to those required by the National Regulations.\n\nCo-operatives (National Uniform Legislation) Act 2015 168\n","sortOrder":282},{"sectionNumber":"271","sectionType":"section","heading":"Small co-operative – direction by members (cf Corporations","content":"271 Small co-operative – direction by members (cf Corporations\nAct s 293 and s 315 (2))\n1 Direction to prepare reports (cf Corporations Act s 293(1))\nMembers with at least 5% of the votes in a small co-operative may\ngive the co-operative a direction to:\n(a) prepare a financial report or directors' report or both for a\nfinancial year in accordance with all or with specified\nrequirements of this Part; and\n(b) send them to all members.\n2 Manner of giving direction (cf Corporations Act s 293(2))\nThe direction must be:\n(a) signed by the members giving the direction; and\n(b) made no later than 12 months after the end of the financial\nyear concerned.\n3 Matters that may be included in direction (cf Corporations\nAct s 293(3))\nThe direction may specify all or any of the following:\n(a) that the financial report does not have to comply with some or\nall of the accounting standards;\n(b) that a directors' report or a part of that report need not be\nprepared in accordance with this Part;\n(c) that the financial report is to be audited or reviewed.\n4 Direction regarding auditing or review\nIf the direction specifies that the financial report is to be audited or\nreviewed, the direction may specify that the audit or review is to be\nconducted:\n(a) in accordance with Division 3 of Part 2M.3 of the Corporations\nAct (as applying under section 283); or\n(b) in accordance with requirements prescribed by the National\n\nCo-operatives (National Uniform Legislation) Act 2015 169\n5 Direction given during financial year\nIf a direction is given to a small co-operative under this section\nbefore the end of the financial year, the direction must specify the\ndate by which the documents have to be prepared, sent or lodged.\nThe date must be a reasonable one in view of the nature of the\ndirection.\n6 Direction given after end of financial year (cf Corporations\nAct s 315(2))\nIf a direction is given to a small co-operative under this section after\nthe end of the financial year, the co-operative must report to\nmembers under section 284 by the later of:\n(a) 2 months after the date on which the direction is given; and\n(b) 5 months after the end of the financial year.\n","sortOrder":283},{"sectionNumber":"272","sectionType":"section","heading":"Small co-operative – direction by Registrar (cf Corporations","content":"272 Small co-operative – direction by Registrar (cf Corporations\nAct s 294)\n(1) The Registrar may give a small co-operative a direction to comply\nwith all or specified requirements of this Division and Divisions 4, 5,\n7, 8, 9 and 10 for a financial year.\n(2) The small co-operative must comply with the direction.\n(4) The direction may specify any or all of the matters referred to in\nsection 271(3) and (4).\n(5) The direction may be general or may specify the particular\nrequirements that the co-operative is to comply with.\n(6) The direction must specify the date by which the documents have\nto be prepared, sent or lodged. The date must be a reasonable one\nin view of the nature of the direction.\n(7) The direction must:\n(a) be made in writing; and\n(b) specify the financial year concerned; and\n(c) be made no later than 6 years after the end of that financial\nyear.\n\nCo-operatives (National Uniform Legislation) Act 2015 170\nDivision 4 Annual financial reports\n273 Contents of annual financial report (cf Corporations Act s 295)\n1 Basic contents\nThe financial report for a financial year consists of:\n(a) the financial statements for the year; and\n(b) the notes to the financial statements; and\n(c) the directors' declaration about the statements and notes.\n2 Financial statements\nThe financial statements for the year are:\n(a) the financial statements in relation to the entity reported on\nthat are required by the accounting standards; and\n(b) if the accounting standards require financial statements in\nrelation to a consolidated entity – the financial statements in\nrelation to the consolidated entity that are required by the\naccounting standards.\n3 Notes to financial statements\nThe notes to the financial statements are:\n(a) disclosures required by the National Regulations; and\n(b) notes required by the accounting standards; and\n(c) any other information necessary to give a true and fair view\n(see section 275).\n4 Directors' declaration\nThe directors' declaration is a declaration by the directors:\n(a) whether, in the directors' opinion, there are reasonable\ngrounds to believe that the co-operative will be able to pay its\ndebts as and when they become due and payable; and\n(b) whether, in the directors' opinion, the financial statements and\nnotes are in accordance with this Law, including:\n(i) section 274; and\n(ii) section 275; and\n\nCo-operatives (National Uniform Legislation) Act 2015 171\n(c) if the co-operative has quoted securities – that the directors\nhave been given the declarations required by section 295A of\nthe Corporations Act (as applying under section 277).\nNote\nSection 295A of the Corporations Act (as applying under section 277) requires\nthe chief executive officer and chief financial officer of a co-operative with quoted\nsecurities to make an additional declaration described in that section.\n5 Directors' declaration – particular requirements\nThe directors' declaration must:\n(a) be made in accordance with a resolution of the directors; and\n(b) specify the date on which the declaration is made; and\n(c) be signed by a director.\n","sortOrder":284},{"sectionNumber":"274","sectionType":"section","heading":"Compliance with accounting standards and regulations","content":"274 Compliance with accounting standards and regulations\n(cf Corporations Act s 296)\n(1) The financial report for a financial year must comply with the\naccounting standards.\n(2) However, a small co-operative's financial report does not have to\ncomply with particular accounting standards if:\n(a) the report is prepared in response to a direction under\nsection 271 or 272; and\n(b) the direction specifies that the report does not have to comply\nwith those accounting standards.\n(3) The financial report must comply with any further requirements in\n","sortOrder":285},{"sectionNumber":"275","sectionType":"section","heading":"True and fair view (cf Corporations Act s 297)","content":"275 True and fair view (cf Corporations Act s 297)\n(1) The financial statements and notes for a financial year must give a\ntrue and fair view of:\n(a) the financial position and performance of the co-operative; and\n(b) if consolidated financial statements are required – the financial\nposition and performance of the consolidated entity.\n\nCo-operatives (National Uniform Legislation) Act 2015 172\n(2) This section does not affect the obligation under section 274 for a\nfinancial report to comply with accounting standards.\nNote\nIf the financial statements and notes prepared in compliance with the accounting\nstandards would not give a true and fair view, additional information must be\nincluded in the notes to the financial statements under section 273(3)(c).\n","sortOrder":286},{"sectionNumber":"276","sectionType":"section","heading":"Audit of annual financial report","content":"276 Audit of annual financial report\n1 Large co-operative – audit to be conducted in accordance with\napplied provisions of Corporations Act (cf Corporations\nAct s 301(1))\nA large co-operative must have the financial report for a financial\nyear audited in accordance with Division 3 of Part 2M.3 of the\nCorporations Act (as applying under section 283) and obtain an\nauditor's report.\n2 Small co-operative – where audit not required (cf Corporations\nAct s 301 (2))\nA small co-operative's financial report for a financial year does not\nhave to be audited if:\n(a) the report is prepared in response to a direction under\nsection 271 or 272; and\n(b) the direction did not ask for the financial report to be audited.\n3 Small co-operative – where manner of required audit is specified in\ndirection\nIf a small co-operative's financial report for a financial year is\nprepared in response to a direction under section 271 or 272 and\nthe direction asked for the financial report to be audited:\n(a) in accordance with Division 3 of Part 2M.3 of the Corporations\nAct (as applying under section 283); or\n(b) in some other specified manner;\nthe co-operative must have the financial reported audited as\ndirected and obtain an auditor's report.\n4 Small co-operative – where manner of required audit is not\nspecified in direction\nIf a small co-operative's financial report for a financial year is\nprepared in response to a direction under section 271 or 272 and\nthe direction asked for the financial report to be audited without\n\nCo-operatives (National Uniform Legislation) Act 2015 173\nspecifying the manner in which the audit is to be conducted, the\nco-operative must have the financial report audited in accordance\nwith Division 3 of Part 2M.3 of the Corporations Act (as applying\nunder section 283) and obtain an auditor's report.\n","sortOrder":287},{"sectionNumber":"277","sectionType":"section","heading":"Application of Corporations Act – co-operatives with quoted","content":"277 Application of Corporations Act – co-operatives with quoted\nsecurities – declaration about financial statements by certain\nofficers\nA co-operative with quoted securities is declared to be an applied\napplication legislation of this jurisdiction in relation to section 295A\nof the Corporations Act, subject to the modifications referred to in\nsections 13(3) and 264 of this Law so far as they are relevant.\nNote\nDivision 5 Annual directors' reports\n","sortOrder":288},{"sectionNumber":"278","sectionType":"section","heading":"Annual directors' report (cf Corporations Act s 298)","content":"278 Annual directors' report (cf Corporations Act s 298)\n(1) A co-operative must prepare a directors' report for each financial\nyear.\n(2) The directors' report must include:\n(a) the general information required by:\n(i) section 279 of this Law (all co-operatives); and\n(ii) section 299A of the Corporations Act (as applying under\nsection 281) (co-operatives with quoted securities); and\n(b) the specific information required by:\n(i) section 280 of this Law (all co-operatives); and\n(ii) sections 300 and 300A of the Corporations Act (as\napplying under section 281) (co-operatives with quoted\nsecurities); and\n(c) a copy of the auditor's declaration under section 307C of the\nCorporations Act (as applying under section 283) in relation to\nthe audit for the financial year.\n\nCo-operatives (National Uniform Legislation) Act 2015 174\n(3) If the financial report for a financial year includes additional\ninformation under section 273(3)(c) (information included to give a\ntrue and fair view of financial position and performance), the\ndirectors' report for the financial year must also:\n(a) set out the directors' reasons for forming the opinion that the\ninclusion of that additional information was necessary to give\nthe true and fair view required by section 275; and\n(b) specify where that additional information can be found in the\nfinancial report.\n(4) The directors' report must:\n(a) be made in accordance with a resolution of the directors; and\n(b) specify the date on which the report is made; and\n(c) be signed by a director.\n(5) A small co-operative does not have to comply with subsection (1)\nfor a financial year if:\n(a) it is preparing financial statements for that year in response to\na direction under section 271 or 272; and\n(b) the direction specified that a directors' report need not be\nprepared.\n","sortOrder":289},{"sectionNumber":"279","sectionType":"section","heading":"Annual directors' report – general information (cf Corporations","content":"279 Annual directors' report – general information (cf Corporations\nAct s 299)\n1 General information about operations and activities\nThe directors' report for a financial year must:\n(a) contain a review of operations during the year of the entity\nreported on and the results of those operations; and\n(b) give details of any significant changes in the entity's state of\naffairs during the year; and\n(c) state the entity's principal activities during the year and any\nsignificant changes in the nature of those activities during the\n(d) give details of any matter or circumstance that has arisen\nsince the end of the year that has significantly affected, or may\nsignificantly affect:\n(i) the entity's operations in future financial years; or\n\nCo-operatives (National Uniform Legislation) Act 2015 175\n(ii) the results of those operations in future financial years;\nor\n(iii) the entity's state of affairs in future financial years; and\n(e) refer to likely developments in the entity's operations in future\nfinancial years and the expected results of those operations;\nand\n(f) if the entity's operations are subject to any particular and\nsignificant environmental regulation under a law of the\nCommonwealth or of a State or Territory – give details of the\nentity's performance in relation to environmental regulation.\n2 The entity reported on is:\n(a) the co-operative (if consolidated financial statements are not\nrequired); or\n(b) the consolidated entity (if consolidated financial statements\nare required).\n3 Prejudicial information need not be disclosed\nThe directors' report may omit material that would otherwise be\nincluded under subsection (1)(e) if it is likely to result in\nunreasonable prejudice to:\n(a) the co-operative; or\n(b) if consolidated financial statements are required – the\nconsolidated entity or any entity (including the co-operative)\nthat is part of the consolidated entity.\n4 Statement of omission of material\nIf material is omitted, the directors' report must say so.\n280 Annual directors' report – specific information\n1 Details to be included (cf Corporations Act s 300(1))\nThe directors' report for a financial year must include details of:\n(a) dividends or distributions paid to members during the year;\nand\n(b) dividends or distributions recommended or declared for\npayment to members, but not paid, during the year; and\n\nCo-operatives (National Uniform Legislation) Act 2015 176\n(c) the name of each person who has been a director of the\nco-operative at any time during or since the end of the year\nand the period for which they were a director; and\n(d) the name of each person who:\n(i) is an officer of the co-operative at any time during the\n(ii) was a partner in an audit firm, or a director of an audit\ncompany, that is an auditor of the co-operative for the\n(iii) was such a partner or director at a time when the audit\nfirm or the audit company undertook an audit of the\n(e) options that are:\n(i) granted over unissued shares or unissued interests\nduring or since the end of the year; and\n(ii) granted to any of the directors or any of the 5 most\nhighly remunerated officers of the co-operative (other\nthan the directors); and\n(iii) granted to them as part of their remuneration (see\nsubsections (4) – (6)); and\n(f) unissued shares or interests under option as at the day the\nreport is made (see subsections (4) and (6)); and\n(g) shares or interests issued during or since the end of the year\nas a result of the exercise of an option over unissued shares\nor interests (see subsections (4) and (7)); and\n(h) indemnities given and insurance premiums paid during or\nsince the end of the year for a person who is or has been an\nofficer or auditor (see subsections (8) and (9)).\n2 Details included in financial report (cf Corporations Act s 300(2))\nDetails do not have to be included in the directors' report under this\nsection if they are included in the co-operative's financial report for\nthe financial year.\n\nCo-operatives (National Uniform Legislation) Act 2015 177\n3 Details included in financial report – to be identified as \"Non-audit\nservices\" (cf Corporations Act s 300(2A))\nIf subsection (2) is relied on to not include in the directors' report for\na financial year details that would otherwise be required to be\nincluded in that report under section 300(11B)(a) or (11C)(b) of the\nCorporations Act (as applying under section 281), that report must\nspecify, in the section headed \"Non-audit services\", where those\ndetails may be found in the co-operative's financial report for that\nfinancial year.\n4 Options (cf Corporations Act s 300(3))\nSubsection (1)(e) – (g) cover:\n(a) options over unissued shares and interests of the\n(b) if consolidated financial statements are required – options\nover unissued shares and interests of any entity forming part\nof the consolidated entity.\n5 Options details (cf Corporations Act s 300(5))\nThe details of an option granted are:\n(a) the entity granting the option; and\n(b) the name of the person to whom the option is granted; and\n(c) the number and class of shares or interests over which the\noption is granted.\n6 Option details – unissued shares or interests (cf Corporations\nAct-s 300(6))\nThe details of unissued shares or interests under option are:\n(a) the entity that will issue shares or interests when the options\nare exercised; and\n(b) the number and classes of those shares or interests; and\n(c) the issue price, or the method of determining the issue price,\nof those shares or interests; and\n(d) the expiry date of the options; and\n(e) any rights that option holders have under the options to\nparticipate in any share issue or interest issue of the\nco-operative or any other entity.\n\nCo-operatives (National Uniform Legislation) Act 2015 178\n7 Shares or interests issued as a result of exercise of option\n(cf Corporations Act s 300(7))\nThe details of shares or interests issued as a result of the exercise\nof an option are:\n(a) the entity issuing the shares or interests; and\n(b) the number of shares or interests issued; and\n(c) if the entity has different classes of shares or interests – the\nclass to which each of those shares or interests belongs; and\n(d) the amount unpaid on each of those shares or interests; and\n(e) the amount paid, or agreed to be considered as paid, on each\nof those shares or interests.\n8 Indemnities and insurance premiums for officers or auditors\n(cf Corporations Act s 300(8))\nThe directors' report for a co-operative must include details of:\n(a) any indemnity that is given to a current or former officer or\nauditor against a liability, or any relevant agreement under\nwhich an officer or auditor may be given an indemnity of that\nkind; and\n(b) any premium that is paid, or agreed to be paid, for insurance\nagainst a current or former officer's or auditor's liability for\nlegal costs.\n9 Indemnities and insurance premiums – details required\n(cf Corporations Act s 300(9))\nThe details required under subsection (8) are:\n(a) for an officer – their name or the class of officer to which they\nbelong or belonged; and\n(b) for an auditor – their name; and\n(c) the nature of the liability; and\n(d) for an indemnity given – the amount the co-operative paid and\nany other action the co-operative took to indemnify the officer\nor auditor; and\n\nCo-operatives (National Uniform Legislation) Act 2015 179\n(e) for an agreement to indemnify – the amount that the relevant\nagreement requires the co-operative to pay and any other\naction the relevant agreement requires the co-operative to\ntake to indemnify the officer or auditor; and\n(f) for an insurance premium – the amount of the premium.\nThe directors' report need not give details of the nature of the\nliability covered by, or the amount of the premium payable under, a\ncontract of insurance to the extent that disclosure of those details is\nprohibited by the insurance contract.\n10 Details relating to directors and secretary (cf Corporations\nAct s 300(10))\nThe report for a co-operative must also include details of:\n(a) each director's qualifications, experience and special\nresponsibilities; and\n(b) the number of meetings of the board of directors held during\nthe year and each director's attendance at those meetings;\nand\n(c) the number of meetings of each board committee held during\nthe year and each director's attendance at those meetings;\nand\n(d) the qualifications and experience of each person who is the\nsecretary of the co-operative as at the end of the year.\n11 Proceedings on behalf of a co-operative – application for leave\n(cf Corporations Act s 300(14))\nThe report for a co-operative must also include the following details\nof any application for leave under Part 7.4 made in respect of the\n(a) the applicant's name;\n(b) a statement as to whether leave was granted.\n12 Proceedings on behalf of a co-operative – with leave granted\n(cf Corporations Act s 300(15))\nThe report for a co-operative must also include the following details\nof any proceedings that a person has brought or intervened in on\nbehalf of the co-operative with leave under Part 7.4:\n(a) the person's name;\n\nCo-operatives (National Uniform Legislation) Act 2015 180\n(b) the names of the parties to the proceedings;\n(c) sufficient information to enable members to understand the\nnature and status of the proceedings (including the cause of\naction and any orders made by the court).\n","sortOrder":290},{"sectionNumber":"281","sectionType":"section","heading":"Application of Corporations Act – co-operatives with quoted","content":"281 Application of Corporations Act – co-operatives with quoted\nsecurities – additional information to be provided in directors'\nannual report\nA co-operative with quoted securities is declared to be an applied\napplication legislation of this jurisdiction in relation to\nsections 299A, 300(11) – (11E) and 300A of the Corporations Act,\nsubject to the modifications referred to in sections 13(3) and 264 of\nthis Law so far as they are relevant.\nNote\nDivision 6 Half-year financial report and directors' report\n282 Application of Corporations Act – co-operatives that are\ndisclosing entities – half-year financial reports and directors'\nA co-operative that is a disclosing entity within the meaning of the\nCorporations Act is declared to be an applied Corporations\nlegislation matter for the purposes of the Corporations application\nlegislation of this jurisdiction in relation to Division 2 of Part 2M.3 of\nthe Corporations Act, subject to the modifications referred to in\nsections13(3) and 264 of this Law so far as they are relevant.\nNote\nDivision 7 Audit and auditor's report\n","sortOrder":291},{"sectionNumber":"283","sectionType":"section","heading":"Application of Corporations Act – audit and auditor's report","content":"283 Application of Corporations Act – audit and auditor's report\nthis jurisdiction in relation to Division 3 of Part 2M.3 of the\n(a) section 308(3AA) of the applied provisions is to be read as if\nthe words \"company limited by guarantee\" were omitted and\nthe words \"small co-operative\" were substituted;\n\nCo-operatives (National Uniform Legislation) Act 2015 181\n(b) section 311(5) of the applied provisions is to be read as if the\nreference to section 344 of the Corporations Act were a\nreference to section 328 of this Law;\n(c) the modifications referred to in sections 13(3) and 264 of this\nNote\nDivision 8 Annual financial reporting to members\n284 Annual financial reporting to members\n1 Annual reports for members of large co-operatives (cf Corporations\nAct s 314(1))\nA large co-operative must report to members for a financial year by\nproviding either of the following in accordance with subsection (5)\nor (9):\n(a) all of the following reports:\n(i) the financial report for the year;\n(ii) the directors' report for the year;\n(iii) the auditor's report on the financial report;\n(b) a concise report for the year that complies with subsection (3).\n2 Annual reports for members of small co-operatives (cf Corporations\nAct s 314(1))\nSubject to any direction under section 271 or 272, a small\nco-operative must provide financial reports to members for a\nfinancial year that comply with any requirements prescribed by the\n\nCo-operatives (National Uniform Legislation) Act 2015 182\n3 Concise report (cf Corporations Act s 314(2))\nA concise report of a large co-operative for a financial year consists\nof:\n(a) a concise financial report for the year drawn up in accordance\nwith accounting standards applying for the purposes of this\nparagraph; and\n(b) the directors' report for the year; and\n(c) a statement by the auditor:\n(i) that the financial report has been audited; and\n(ii) whether, in the auditor's opinion, the concise financial\nreport complies with the accounting standards applying\nfor the purposes of paragraph (a); and\n(d) a copy of any qualification in, and of any statements included\nin the emphasis of matter section of, the auditor's report on\nthe financial report; and\n(e) a statement that the report is a concise report and that the full\nfinancial report and auditor's report will be sent to the member\nfree of charge if the member asks for them.\n4 Where accounting standards require discussion and analysis for\nconcise financial report (cf Corporations Act s 314(3))\nIf the accounting standards applying for the purposes of\nsubsection (3)(a) require a discussion and analysis to be included\nin a concise financial report:\n(a) the auditor must report on whether the discussion and\nanalysis complies with the requirements that the accounting\nstandards lay down for the discussion and analysis; and\n(b) the auditor does not otherwise need to audit the statements\nmade in the discussion and analysis.\n5 Manner of providing reports (cf Corporations Act s 314(1AA))\nA co-operative may provide the reports, or the concise report, for a\nfinancial year by doing all of the following:\n(a) sending, to each member who has made the election referred\nto in subsection (6)(a):\n(i) a hard copy of the reports, or the concise report; or\n\nCo-operatives (National Uniform Legislation) Act 2015 183\n(ii) if the member has elected to receive the reports, or the\nconcise report, as an electronic copy in accordance with\nsubsection (6)(c) – an electronic copy of the reports, or\nthe concise report;\n(b) making a copy of the reports, or the concise report, readily\naccessible on a website;\n(c) directly notifying, in writing, all members who did not make the\nelection referred to in subsection (6)(a) that the copy is\naccessible on the website, and specifying the direct address\non the website where the reports, or the concise report, may\nbe accessed.\nNote\nA direct address may be specified, for example, by specifying the URL of the\nreports or the concise report.\n6 Election by members as to how reports are to be provided\n(cf Corporations Act s 314(1AB))\nFor the purposes of subsection (5)(a), a co-operative must, on at\nleast one occasion, directly notify in writing each member that:\n(a) the member may elect to receive, free of charge, a copy of the\nreports for each financial year, or a copy of the concise report\nfor each financial year; and\n(b) if the member does not so elect – the member may access the\nreports, or the concise report, on a specified website; and\n(c) if the member does so elect and the co-operative offers to\nsend the report either as a hard copy or an electronic copy –\nthe member may elect to receive the copy as either a hard\ncopy or an electronic copy.\n7 Election continues until changed (cf Corporations Act s 314(1AC))\nAn election made under subsection (6) is a standing election for\neach later financial year until the member changes his, her or its\nelection.\nNote\nThe member may request the co-operative not to send them material under this\nsection – see section 316 of the Corporations Act as applying under this Part.\n\nCo-operatives (National Uniform Legislation) Act 2015 184\n8 Restriction on electronic notification of members (cf Corporations\nAct s 314 (1AD))\nA member may, for the purposes of subsection (5)(c) or\nsubsection (6), be notified by electronic means only if the member\nhas previously nominated that means as one by which the member\nmay be notified.\n9 Providing reports (cf Corporations Act s 314(1AE))\nA co-operative may provide the reports, or the concise report, by\nsending each member:\n(a) a hard copy of the reports, or the concise report; or\n(b) an electronic copy of the reports, or the concise report, if the\nmember has nominated that means as one by which the\nmember may be sent the reports or the concise report.\n10 Strict liability (cf Corporations Act s 314(1A))\nAn offence based on subsection (1), (2) or (6) is an offence of strict\n285 Deadline for reporting to members\n1 General rule (cf Corporations Act s 315(4))\nA co-operative must report to members under section 284 within\n5 months after the end of the financial year, except where\nsection 315(1) of the Corporations Act as applying under\nsubsection (2) applies to the co-operative.\n2 Application of Corporations Act – rule for co-operatives that are\ndisclosing entities\nA co-operative that is a disclosing entity within the meaning of the\nCorporations Act is declared to be an applied Corporations\nlegislation matter for the purposes of the Corporations application\nlegislation of this jurisdiction in relation to section 315(1) of the\n(a) the applied provision is to be read as if the words\n\"four months\" were omitted and the words \"5 months\" were\nsubstituted;\n\nCo-operatives (National Uniform Legislation) Act 2015 185\n(b) the modifications referred to in sections 13(3) and 264 of this\nNote\n","sortOrder":292},{"sectionNumber":"286","sectionType":"section","heading":"Member's choices for annual financial information","content":"286 Member's choices for annual financial information\n1 Member's request (cf Corporations Act s 316(1))\nA member may request the co-operative:\n(a) not to send them the material required by section 284; or\n(b) to send them a full financial report and the directors' report\nand auditor's report.\nA request may be a standing request or for a particular financial\nyear. The member is not entitled to a report for a financial year\nearlier than the one before the financial year in which the request is\nmade.\n2 Time for complying with request (cf Corporations Act s 316(2))\nThe co-operative must comply with a request under\nsubsection (1)(b):\n(a) within 7 days after the request is received; or\n(b) by the deadline for reporting under section 285;\nwhichever is later.\n3 Reports to be sent free of charge (cf Corporations Act s 316(3))\nWhen sending a full financial report, directors' report and auditor's\nreport, the co-operative must do so free of charge unless the\nmember has already received a copy of them free of charge.\n4 Strict liability (cf Corporations Act s 316(4))\nAn offence based on subsection (2) or (3) is an offence of strict\nMaximum penalty: $1 000 penalty units or imprisonment for\n3 months, or both.\n\nCo-operatives (National Uniform Legislation) Act 2015 186\n","sortOrder":293},{"sectionNumber":"287","sectionType":"section","heading":"Consideration of reports at annual general meeting","content":"287 Consideration of reports at annual general meeting\n(cf Corporations Act s 317)\n(1) The directors of a co-operative that is required to hold an annual\ngeneral meeting must lay before the annual general meeting:\n(a) in the case of a large co-operative:\n(i) the financial report; and\n(ii) the directors' report; and\n(iii) the auditor's report; or\n(b) in the case of a small co-operative – the financial reports\nrequired under section 284;\nfor the last financial year that ended before the annual general\nNote\nIf the co-operative's first annual general meeting is held before the end of its first\nfinancial year, there will be no reports to lay before the meeting.\n","sortOrder":294},{"sectionNumber":"288","sectionType":"section","heading":"Application of Corporations Act – additional reporting by","content":"288 Application of Corporations Act – additional reporting by\ndebenture issuers\nthis jurisdiction in relation to section 318 of the Corporations Act,\nsubject to the modifications referred to in sections 13(3) and 264 of\nthis Law so far as they are relevant.\nNote\n\nCo-operatives (National Uniform Legislation) Act 2015 187\nDivision 9 Lodging reports and returns with Registrar\n","sortOrder":295},{"sectionNumber":"289","sectionType":"section","heading":"Lodgment of annual reports by large co-operatives with","content":"289 Lodgment of annual reports by large co-operatives with\nRegistrar (cf Corporations Act s 319)\n(1) A large co-operative that has to prepare or obtain a report for a\nfinancial year under Divisions 3 – 5 must lodge the report with the\nRegistrar. This obligation extends to a concise report provided to\nmembers under section 284.\n(3) The time for lodgment is:\n(a) within 3 months after the end of the financial year for a\nco-operative that is a disclosing entity within the meaning of\nthe Corporations Act; and\n(b) within 5 months after the end of the financial year for any other\n","sortOrder":296},{"sectionNumber":"290","sectionType":"section","heading":"Lodgment of half-year reports with Registrar (cf Corporations","content":"290 Lodgment of half-year reports with Registrar (cf Corporations\nAct s 320)\n(1) A co-operative that has to prepare or obtain a report for a half-year\nunder Division 6 must lodge the report with the Registrar within\n75 days after the end of the half-year.\n","sortOrder":297},{"sectionNumber":"291","sectionType":"section","heading":"Registrar's power to require lodgment (cf Corporations Act","content":"291 Registrar's power to require lodgment (cf Corporations Act\ns 321)\n(1) The Registrar may give a co-operative a direction to lodge with the\nRegistrar a copy of reports prepared or obtained by it under\nDivisions 3 – 6, and the co-operative must comply with the\ndirection.\n(3) The direction must:\n(a) be made in writing; and\n(b) specify the period or periods concerned; and\n\nCo-operatives (National Uniform Legislation) Act 2015 188\n(c) be made no later than 6 years after the end of the period or\nperiods; and\n(d) specify the date by which the documents have to be lodged.\n(4) The date specified under subsection (3)(d) must be at least 14 days\nafter the date on which the direction is given.\n","sortOrder":298},{"sectionNumber":"292","sectionType":"section","heading":"Relodgment if financial statements or directors' reports","content":"292 Relodgment if financial statements or directors' reports\namended after lodgment (cf Corporations Act s 322)\n(1) If a financial report or directors' report is amended after it is lodged\nwith the Registrar, the co-operative must:\n(a) lodge the amended report with the Registrar within 14 days\nafter the amendment; and\n(b) give a copy of the amended report free of charge to any\nmember who asks for it.\n(2) If the amendment is a material one, the co-operative must also\nnotify members as soon as practicable of:\n(a) the nature of the amendment; and\n(b) their right to obtain a copy of the amended report under\n","sortOrder":299},{"sectionNumber":"293","sectionType":"section","heading":"Lodgment by small co-operatives of annual returns with","content":"293 Lodgment by small co-operatives of annual returns with\n(1) A small co-operative must lodge an annual return with the Registrar\nfor each financial year.\n(3) The contents of an annual return are to be as prescribed by the\n(4) The time for lodgment is within 5 months after the end of the\nfinancial year.\n\nCo-operatives (National Uniform Legislation) Act 2015 189\nDivision 10 Special provisions about consolidated financial\nstatements\n","sortOrder":300},{"sectionNumber":"294","sectionType":"section","heading":"Application of Corporations Act – special provisions about","content":"294 Application of Corporations Act – special provisions about\nconsolidated statements\nthis jurisdiction in relation to Division 6 of Part 2M.3 of the\nCorporations Act, subject to the modifications referred to in\nsections 13(3) and 264 of this Law so far as they are relevant.\nNote. See section 13, including Note 1 to that section.\nDivision 11 Financial years and half-years\n","sortOrder":301},{"sectionNumber":"295","sectionType":"section","heading":"Financial year (cf Corporations Act s 323D)","content":"295 Financial year (cf Corporations Act s 323D)\n(1) The financial year of a co-operative ends on the day in each year\nthat is provided for by the rules of the co-operative.\n(2) The first financial year of a co-operative may extend from the date\nof its registration to a date not more than 18 months after its\nregistration.\n(3) On an amendment of the rules of a co-operative amending its\nfinancial year, the amendment may provide either:\n(a) that the current financial year (as at the date of the\namendment) is to be extended for not more than 6 months; or\n(b) that the next financial year is to be a period of more than\none year but not more than 18 months.\n(4) Without limitation, the National Regulations may make provision for\nor with respect to requiring the adoption by a co-operative of the\nsame financial year for each entity that the co-operative controls.\n","sortOrder":302},{"sectionNumber":"296","sectionType":"section","heading":"Half-year (cf Corporations Act s 323D (5))","content":"296 Half-year (cf Corporations Act s 323D (5))\nA half-year for a co-operative is the first 6 months of a financial\nyear, but the directors may determine that the half-year is to be\nshorter or longer (but not by more than 7 days).\n\nCo-operatives (National Uniform Legislation) Act 2015 190\nDivision12 Auditors\n","sortOrder":303},{"sectionNumber":"Subdiv 1","sectionType":"subdivision","heading":"General provisions relating to auditors","content":"Subdivision 1 General provisions relating to auditors\n","sortOrder":304},{"sectionNumber":"297","sectionType":"section","heading":"Application of Corporations Act – auditors","content":"297 Application of Corporations Act – auditors\n(1) A co-operative is declared to be an applied Corporations legislation\nthis jurisdiction in relation to Divisions 1 – 5 of Part 2M.4 of the\n(a) section 324BA in Division 2 of Part 2M.4 is to be read as if the\nwords \"Subject to section 324BD,\" were omitted;\n(b) section 324BD in Division 2 of Part 2M.4 is taken to be\n(c) the modifications referred to in sections 13(3) and 264 of this\nNote\n(2) A reference in the provisions of the Corporations Act as applying\nunder this section to a registered company auditor is taken to be a\nreference to a registered company auditor within the meaning of the\nCorporations Act (and accordingly a reference in that term to a\ncompany is not a reference to a co-operative).\n","sortOrder":305},{"sectionNumber":"Subdiv 2","sectionType":"subdivision","heading":"Appointment of auditors","content":"Subdivision 2 Appointment of auditors\n","sortOrder":306},{"sectionNumber":"298","sectionType":"section","heading":"Appointment of auditor of small co-operative (cf Corporations","content":"298 Appointment of auditor of small co-operative (cf Corporations\nAct s 325)\n(1) The directors of a small co-operative may appoint an auditor for the\nco-operative if an auditor has not been appointed by the\nco-operative in general meeting.\n(2) An auditor appointed under subsection (1) holds office, subject to\nthis Part, until the co-operative's next annual general meeting.\n","sortOrder":307},{"sectionNumber":"299","sectionType":"section","heading":"Initial appointment of auditor of large co-operative","content":"299 Initial appointment of auditor of large co-operative\n(cf Corporations Act s 327A)\n(1) The directors of a large co-operative must appoint an auditor of the\nco-operative within one month after the day on which it is registered\nas a co-operative unless the co-operative at a general meeting has\nappointed an auditor.\n\nCo-operatives (National Uniform Legislation) Act 2015 191\n(2) Subject to this Part, an auditor appointed under subsection (1)\nholds office until the co-operative's first annual general meeting.\n(3) A director of a co-operative must take all reasonable steps to\n","sortOrder":308},{"sectionNumber":"300","sectionType":"section","heading":"Annual appointment at annual general meeting of auditor of","content":"300 Annual appointment at annual general meeting of auditor of\nlarge co-operative to fill vacancy\n1 Large co-operative required to appoint auditor (cf Corporations\nAct s 327B(1))\nA large co-operative must:\n(a) appoint an auditor of the co-operative at its first annual\ngeneral meeting; and\n(b) appoint an auditor of the co-operative to fill any vacancy in the\noffice of auditor at each subsequent annual general meeting.\n2 Tenure of auditor (cf Corporations Act s 327B (2))\nAn auditor appointed under subsection (1) holds office until the\nauditor:\n(a) dies; or\n(b) is removed, or resigns, from office in accordance with\nsection 310; or\n(c) ceases to be capable of acting as auditor because of\nDivision 2 of Part 2M.4 of the Corporations Act as applying\nunder this Part; or\n(d) ceases to be auditor under subsection (3), (4) or (5).\n\nCo-operatives (National Uniform Legislation) Act 2015 192\n3 Termination of appointment of individual auditor (cf Corporations\nAct s 327B (2A))\nAn individual auditor ceases to be auditor of a large co-operative\nunder this subsection if:\n(a) on a particular day (the start day), the individual auditor:\n(i) informs the Registrar of a conflict of interest situation in\nrelation to the co-operative under section 324CA(1A) of\nthe Corporations Act as applying under this Part; or\n(ii) informs the Registrar of particular circumstances in\nrelation to the co-operative under section 324CE(1A) of\nthe Corporations Act as applying under this Part; and\n(b) the individual auditor does not give the Registrar a notice,\nbefore the notification day (see subsection (6)), that that\nconflict of interest situation has, or those circumstances have,\nceased to exist before the end of the period (the remedial\nperiod) of 21 days, or such longer period as the Registrar\napproves in writing, from the start day.\n4 Termination of appointment of audit firm (cf Corporations\nAct s 327B(2B))\nAn audit firm ceases to be auditor of a large co-operative under this\nsubsection if:\n(a) on a particular day (the start day), the Registrar is:\n(i) informed of a conflict of interest situation in relation to\nthe co-operative under section 324CB(1A) of the\nCorporations Act as applying under this Part; or\n(ii) informed of particular circumstances in relation to the\nco-operative under section 324CF(1A) of the\nCorporations Act as applying under this Part; and\n(b) the Registrar has not been given a notice on behalf of the\naudit firm, before the notification day (see subsection (6)), that\nthat conflict of interest situation has, or those circumstances\nhave, ceased to exist before the end of the period (the\nremedial period) of 21 days, or such longer period as the\nRegistrar approves in writing, from the start day.\n\nCo-operatives (National Uniform Legislation) Act 2015 193\n5 Termination of appointment of audit company (cf Corporations\nAct s 327B(2C))\nAn audit company ceases to be auditor of a large co-operative\nunder this subsection if:\n(a) on a particular day (the start day), the Registrar is:\n(i) informed of a conflict of interest situation in relation to\nthe co-operative under section 324CB(1A) or 324CC(1A)\nof the Corporations Act as applying under this Part; or\n(ii) informed of particular circumstances in relation to the\nco-operative under section 324CF(1A) or 324CG(1A) or\n(5A) of the Corporations Act as applying under this Part;\nand\n(b) the Registrar has not been given a notice on behalf of the\naudit company, before the notification day (see\nsubsection (6)), that that conflict of interest situation has, or\nthose circumstances have, ceased to exist before the end of\nthe period (the remedial period) of 21 days, or such longer\nperiod as the Registrar approves in writing, from the start day.\n6 Meaning of notification day (cf Corporations Act s 327B(2D))\nThe notification day is:\n(a) the last day of the remedial period; or\n(b) such later day as the Registrar approves in writing (whether\nbefore or after the remedial period ends).\n7 Compliance with requirement to appoint auditor (cf Corporations\nAct s 327B(3))\nA director of a large co-operative must take all reasonable steps to\n\nCo-operatives (National Uniform Legislation) Act 2015 194\n8 Member of audit firm ceases to be auditor when firm ceases to be\nauditor (cf Corporations Act s 327B(4))\nIf an audit firm ceases to be the auditor of a large co-operative\nunder subsection (2) at a particular time, each member of the firm\nwho:\n(a) is taken to have been appointed as an auditor of the\nco-operative under section 324AB(1) or 324AC(4) of the\nCorporations Act as applying under this Part; and\n(b) is an auditor of the co-operative immediately before that time;\nceases to be an auditor of the co-operative at that time.\n","sortOrder":309},{"sectionNumber":"301","sectionType":"section","heading":"Appointment by directors or annual general meeting of auditor","content":"301 Appointment by directors or annual general meeting of auditor\nof large co-operative to fill casual vacancy (cf Corporations\nAct s 327C)\n(1) If:\n(a) a vacancy occurs in the office of auditor of a large\n(b) the vacancy is not caused by the removal of an auditor from\noffice; and\n(c) there is no surviving or continuing auditor of the co-operative;\nthe directors must, within one month after the vacancy occurs,\nappoint an auditor to fill the vacancy unless the co-operative at a\ngeneral meeting has appointed an auditor to fill the vacancy.\n(2) An auditor appointed under subsection (1) holds office, subject to\nthis Part, until the co-operative's next annual general meeting.\n(3) A director of a large co-operative must take all reasonable steps to\nMaximum penalty (for subsection (3)): $2 500 or imprisonment\nfor 6 months, or both.\n","sortOrder":310},{"sectionNumber":"302","sectionType":"section","heading":"Appointment to replace auditor removed from office","content":"302 Appointment to replace auditor removed from office\n(cf Corporations Act s 327D)\n(1) This section deals with the situation in which an auditor of a\nco-operative is removed from office at a general meeting in\naccordance with section 310.\n\nCo-operatives (National Uniform Legislation) Act 2015 195\n(2) The co-operative may at that general meeting (without\nadjournment), by special resolution immediately appoint an\nindividual, firm or company as auditor of the co-operative if a copy\nof the notice of nomination has been sent to the individual, firm or\ncompany under section 308(3).\n(3) If a special resolution under subsection (2):\n(a) is not passed; or\n(b) could not be passed merely because a copy of the notice of\nnomination has not been sent to an individual, firm or\ncompany under section 308(3); the general meeting may be\nadjourned and the co-operative may, at the adjourned\nmeeting, by ordinary resolution appoint an individual, firm or\ncompany as auditor of the co-operative if:\n(c) a member of the co-operative gives the co-operative notice of\nthe nomination of the individual, firm or company for\nappointment as auditor; and\n(d) the co-operative receives the notice at least 14 clear days\nbefore the day to which the meeting is adjourned.\n(4) The day to which the general meeting is adjourned must be:\n(a) not earlier than 20 days after the day of the meeting; and\n(b) not later than 30 days after the day of the meeting.\n(5) Subject to this Part, an auditor appointed under subsection (2)\nor (3) holds office until the co-operative's next annual general\n","sortOrder":311},{"sectionNumber":"303","sectionType":"section","heading":"Registrar to be notified of appointment of auditor","content":"303 Registrar to be notified of appointment of auditor\nA co-operative must notify the Registrar in an approved form of the\nappointment, by the co-operative or directors of the co-operative, of\nan auditor of the co-operative within 28 days after the date of the\nappointment.\n","sortOrder":312},{"sectionNumber":"304","sectionType":"section","heading":"Registrar may appoint auditor if auditor removed but not","content":"304 Registrar may appoint auditor if auditor removed but not\nreplaced (cf Corporations Act s 327E)\n(1) This section deals with the situation in which a large co-operative\nfails to appoint an auditor under section 302(2) or (3) (the auditor\nreplacement failure).\n\nCo-operatives (National Uniform Legislation) Act 2015 196\n(2) The co-operative must give the Registrar written notice of the\nauditor replacement failure within the period of 7 days commencing\non the day of the auditor replacement failure (the notification\nperiod).\n(3) If the co-operative gives the Registrar the notice required by\nsubsection (2), the Registrar must appoint an auditor of the\nco-operative as soon as practicable after receiving the notice. This\nsubsection has effect subject to section 306.\n(4) If the co-operative does not give the Registrar the notice required\nby subsection (2), the Registrar may appoint an auditor of the\nco-operative at any time:\n(a) after the end of the notification period; and\n(b) before the Registrar receives notice of the auditor replacement\nfailure from the co-operative.\nThis subsection has effect subject to section 306.\n(5) If the co-operative:\n(a) does not give the Registrar the notice required by\nsubsection (2); and\n(b) gives the Registrar notice of the auditor replacement failure\nafter the end of the notification period;\nthe Registrar must appoint an auditor of the co-operative as soon\nas practicable after receiving the notice. This subsection has effect\nsubject to section 306.\n(6) Subject to this Part, an auditor appointed under this section holds\noffice until the co-operative's next annual general meeting.\n","sortOrder":313},{"sectionNumber":"305","sectionType":"section","heading":"Registrar's general power to appoint auditor of large","content":"305 Registrar's general power to appoint auditor of large\nco-operative (cf Corporations Act s 327F)\n(1) The Registrar may appoint an auditor of a large co-operative if:\n(a) the co-operative does not appoint an auditor when required by\nthis Law to do so; and\n(b) a member of the co-operative applies to the Registrar in\nwriting for the appointment of an auditor under this section.\nThis subsection has effect subject to section 306.\n\nCo-operatives (National Uniform Legislation) Act 2015 197\n(2) An individual, firm or company appointed as auditor of a\nco-operative under subsection (1) holds office, subject to this Part,\nuntil the next annual general meeting of the co-operative.\n","sortOrder":314},{"sectionNumber":"306","sectionType":"section","heading":"Restrictions on Registrar's powers to appoint auditor of large","content":"306 Restrictions on Registrar's powers to appoint auditor of large\nco-operative (cf Corporations Act s 327G)\n(1) The Registrar may appoint an individual, firm or company as auditor\nof a co-operative under section 304 or 305 only if the individual, firm\nor company consents to being appointed.\n(2) The Registrar must not appoint an auditor of a co-operative under\nsection 304 or 305 if:\n(a) there is another auditor of the co-operative (the continuing\nauditor); and\n(b) the Registrar is satisfied that the continuing auditor is able to\ncarry out the responsibilities of auditor alone; and\n(c) the continuing auditor agrees to continue as auditor.\n(3) The Registrar must not appoint an auditor of a co-operative under\nsection 304 or 305 if:\n(a) the co-operative does not give the Registrar the notice\nrequired by section 304\n(2) before the end of the notification period; and\n(b) the Registrar has already appointed an auditor of the\nco-operative under section 304 after the end of the notification\nperiod.\n","sortOrder":315},{"sectionNumber":"307","sectionType":"section","heading":"Remaining auditors may act during vacancy (cf Corporations","content":"307 Remaining auditors may act during vacancy (cf Corporations\nAct s 327I)\nWhile a vacancy in the office of auditor of a co-operative continues,\nthe surviving or continuing auditor or auditors (if any) may act as\nauditors of the co-operative.\n","sortOrder":316},{"sectionNumber":"308","sectionType":"section","heading":"Nomination of auditor (cf Corporations Act s 328B)","content":"308 Nomination of auditor (cf Corporations Act s 328B)\n(1) Subject to this section, a co-operative may appoint an individual,\nfirm or company as auditor of the co-operative at its annual general\nmeeting only if a member of the co-operative gives the co-operative\nwritten notice of the nomination of the individual, firm or company\nfor appointment as auditor:\n(a) before the meeting was convened; or\n\nCo-operatives (National Uniform Legislation) Act 2015 198\n(b) not less than 21 days before the meeting.\nThis subsection does not apply if an auditor is removed from office\nat the annual general meeting.\n(2) If a co-operative purports to appoint an individual, firm or company\nas auditor of the co-operative in contravention of subsection (1):\n(a) the purported appointment is of no effect; and\n(b) the co-operative is guilty of an offence.\n(3) If a member gives a co-operative notice of the nomination of an\nindividual, firm or company for appointment as auditor of the\nco-operative, the co-operative must send a copy of the notice to:\n(a) each individual, firm or company nominated; and\n(b) each auditor of the co-operative; and\n(c) each person entitled to receive notice of general meetings of\nand this is so whether the appointment is to be made at a meeting\nor an adjourned meeting referred to in section 302 or at an annual\n(4) The copy of the notice of nomination must be sent:\n(a) not less than 7 days before the meeting; or\n(b) at the time notice of the meeting is given.\n","sortOrder":317},{"sectionNumber":"309","sectionType":"section","heading":"Auditor's consent to appointment (cf Corporations Act s 328A)","content":"309 Auditor's consent to appointment (cf Corporations Act s 328A)\n(1) A co-operative or the directors of a co-operative must not appoint\nan individual, firm or company as auditor of the co-operative unless\nthat individual, firm or company:\n(a) has consented, before the appointment, to act as auditor; and\n(b) has not withdrawn that consent before the appointment is\nmade;\nand for the purposes of this section, a consent, or the withdrawal of\na consent, must be given by written notice to the co-operative or the\ndirectors.\n\nCo-operatives (National Uniform Legislation) Act 2015 199\n(2) A notice under subsection (1) given by a firm must be signed by a\nmember of the firm who is a registered company auditor both:\n(a) in the firm name; and\n(b) in his or her own name.\n(3) A notice under subsection (1) given by a company must be signed\nby a director or senior manager of the company both:\n(a) in the company's name; and\n(b) in his or her own name.\n(4) If a co-operative or the directors of a co-operative appoint an\nindividual, firm or company as auditor of a co-operative in\ncontravention of subsection (1):\n(a) the purported appointment does not have any effect; and\n(b) the co-operative is guilty of an offence.\nMaximum penalty (for subsection (4)): $2 500.\n","sortOrder":318},{"sectionNumber":"Subdiv 3","sectionType":"subdivision","heading":"Removal and resignation of auditors","content":"Subdivision 3 Removal and resignation of auditors\n","sortOrder":319},{"sectionNumber":"310","sectionType":"section","heading":"Removal and resignation of auditors (cf Corporations Act","content":"310 Removal and resignation of auditors (cf Corporations Act\ns 329)\n(1) An auditor of a co-operative may be removed from office by\nresolution of the co-operative at a general meeting of which notice\nunder subsection (2) has been given, but not otherwise.\n(2) Notice of intention to move the resolution must be given to the\nco-operative at least 2 months before the meeting is to be held.\nHowever, if the co-operative calls a meeting after the notice of\nintention is given under this subsection, the meeting may pass the\nresolution even though the meeting is held less than 2 months after\nthe notice of intention is given.\n(3) Where notice under subsection (2) of a resolution to remove an\nauditor is received by a co-operative, it must as soon as possible\nsend a copy of the notice to the auditor and lodge a copy of the\nnotice with the Registrar.\n(4) Within 7 days after receiving a copy of the notice, the auditor may\nmake representations in writing, not exceeding a reasonable length,\nto the co-operative and request that, before the meeting at which\nthe resolution is to be considered, a copy of the representations be\nsent by the co-operative at its expense to every member of the\n\nCo-operatives (National Uniform Legislation) Act 2015 200\nco-operative to whom notice of the meeting is sent.\n(5) Unless the Registrar on the application of the co-operative\notherwise orders, the co-operative must send a copy of the\nrepresentations in accordance with the auditor's request, and the\nauditor may, without prejudice to his or her right to be heard orally\nor, where a firm is the auditor, to have a member of the firm heard\norally on its behalf, require that the representations be read out at\nthe meeting.\n(6) An auditor of a co-operative may, by notice in writing given to the\nco-operative, resign as auditor of the co-operative if:\n(a) the auditor has, by notice in writing given to the Registrar,\napplied for consent to the resignation and stated the reasons\nfor the application and, at or about the same time as the notice\nwas given to the Registrar, notified the co-operative in writing\nof the application to the Registrar; and\n(b) the consent of the Registrar has been given.\n(7) The Registrar must, as soon as practicable after receiving a notice\nfrom an auditor under subsection (6), notify the auditor and the\nco-operative whether the Registrar consents to the resignation of\nthe auditor.\n(8) A statement made by an auditor in an application to the Registrar\nunder subsection (6) or in answer to an inquiry by the Registrar\nrelating to the reasons for the application:\n(a) is not admissible in evidence in any civil or criminal\nproceedings against the auditor; and\n(b) may not be made the ground of a prosecution, action or suit\nagainst the auditor; and a certificate by the Registrar that the\nstatement was made in the application or in the answer to the\ninquiry by the Registrar is conclusive evidence that the\nstatement was so made.\n(9) Subject to subsection (10), the resignation of an auditor takes\neffect:\n(a) on the day (if any) specified for the purpose in the notice of\n(b) on the day on which the Registrar gives its consent to the\n\nCo-operatives (National Uniform Legislation) Act 2015 201\n(c) on the day (if any) fixed by the Registrar for the purpose;\nwhichever last occurs.\n(10) The resignation of an auditor of a small co-operative does not\nrequire the consent of the Registrar under subsection (6), and takes\neffect:\n(a) on the day (if any) specified for the purpose in the notice of\n(b) on the day on which the notice is received by the co-operative;\nwhichever is the later.\n(11) Where on the retirement or withdrawal from a firm of a member the\nfirm will no longer be capable, by reason of the provisions of\nsection 324BB(1)(b)(i) or (2)(b)(i) of the Corporations Act (as\napplying under this Part) of acting as auditor of a co-operative, the\nmember so retiring or withdrawing is (if not disqualified from acting\nas auditor of the co-operative) taken to be the auditor of the\nco-operative until he or she obtains the consent of the Registrar to\nhis or her retirement or withdrawal.\n(12) Within 14 days after:\n(a) the removal from office of an auditor of a co-operative; or\n(b) the receipt of a notice of resignation from an auditor of a\nthe co-operative must:\n(c) lodge with the Registrar a notice of the removal or resignation\nin the approved form; and\n(d) where there is a trustee for the holders of debentures or CCUs\nof the co-operative – give to the trustee a copy of the notice\nlodged with the Registrar.\n","sortOrder":320},{"sectionNumber":"311","sectionType":"section","heading":"Effect of winding up on office of auditor (cf Corporations Act","content":"311 Effect of winding up on office of auditor (cf Corporations Act\ns 330)\nAn auditor of a co-operative ceases to hold office if:\n(a) a special resolution is passed for the voluntary winding up of\n\nCo-operatives (National Uniform Legislation) Act 2015 202\n(b) in a case to which paragraph (a) does not apply – an order is\nmade by the Supreme Court for the winding up of the\n","sortOrder":321},{"sectionNumber":"Subdiv 4","sectionType":"subdivision","heading":"Auditors' fees and expenses","content":"Subdivision 4 Auditors' fees and expenses\n","sortOrder":322},{"sectionNumber":"312","sectionType":"section","heading":"Fees and expenses of auditors (cf Corporations Act s 331)","content":"312 Fees and expenses of auditors (cf Corporations Act s 331)\nThe reasonable fees and expenses of an auditor of a co-operative\nare payable by the co-operative.\n","sortOrder":323},{"sectionNumber":"Subdiv 5","sectionType":"subdivision","heading":"Protection of auditors","content":"Subdivision 5 Protection of auditors\n","sortOrder":324},{"sectionNumber":"313","sectionType":"section","heading":"Protection of auditors","content":"313 Protection of auditors\n(1) An auditor of a co-operative has qualified privilege in proceedings\nfor defamation in relation to:\n(a) a statement the auditor makes, orally or in writing, in the\ncourse of his or her duties as auditor; or\n(b) the giving of notice, or the sending of a copy of financial\nreports or another report, to the Registrar under this Law.\n(2) A person has qualified privilege in proceedings for defamation in\nrelation to:\n(a) the publishing of a document prepared by an auditor in the\ncourse of the auditor's duties and required under this Law to\nbe filed with the Registrar, whether or not the document has\nbeen so filed; or\n(b) the publishing of a statement made by an auditor as referred\nto in subsection (1).\n(3) This section does not limit or affect a right, privilege or immunity an\nauditor or other person has, apart from this section, as defendant in\nproceedings for defamation.\n\nCo-operatives (National Uniform Legislation) Act 2015 203\n","sortOrder":325},{"sectionNumber":"Div 13","sectionType":"division","heading":"Accounting and auditing standards","content":"Division 13 Accounting and auditing standards\n","sortOrder":326},{"sectionNumber":"314","sectionType":"section","heading":"Accounting and auditing standards","content":"314 Accounting and auditing standards\n(1) A reference in this Part (including provisions of the Corporations Act\nas applying under this Part) to accounting or auditing standards\nis a reference to:\n(a) the accounting or auditing standards made for the purposes of\nthe Corporations Act, except as provided by paragraphs (b)\nand (c); or\n(b) the accounting or auditing standards referred to in\nparagraph (a) but as modified by the National Regulations; or\n(c) the accounting or auditing standards prescribed by or\ndetermined under the National Regulations in substitution for\nall or any accounting or auditing standards referred to in\nparagraph (a).\n(2) If an accounting or auditing standard referred to in subsection (1)(a)\napplies for the purposes of a particular provision of the\nCorporations Act, the accounting or auditing standard is (subject to\nsubsection (1)(b) and (c)) taken to apply for the purposes of the\ncorresponding provision of this Law (if any).\n(3) The National Regulations may provide that an accounting or\nauditing standard referred to in subsection (1)(a) does not apply for\nthe purposes of:\n(a) this Law; or\n(b) a particular provision of this Law; or\n(c) a particular aspect or application of this Law;\nand may do so without substituting another accounting or auditing\nstandard.\n","sortOrder":327},{"sectionNumber":"315","sectionType":"section","heading":"Interpretation of accounting and auditing standards","content":"315 Interpretation of accounting and auditing standards\n(cf Corporations Act s 337)\nIn interpreting an accounting or auditing standard, unless the\ncontrary intention appears:\n(a) expressions used in the standard have the same meanings as\nthey have in this Part or in Chapter 2M of the Corporations\nAct, as the case requires; and\n\nCo-operatives (National Uniform Legislation) Act 2015 204\n(b) the provisions of Part 1.2 of this Law or of Part 1.2 of the\nCorporations Act apply as if the standard's provisions were\nprovisions of this Part or Chapter 2M of the Corporations Act,\nas the case requires.\nDivision 14 Exemptions and modifications\n","sortOrder":328},{"sectionNumber":"316","sectionType":"section","heading":"Exemptions – individual co-operatives (cf Corporations Act","content":"316 Exemptions – individual co-operatives (cf Corporations Act\ns 340)\n(1) On an application made in accordance with subsection (4) in\nrelation to a co-operative, the Registrar may, by designated\ninstrument, exempt any of the following from compliance with all or\nspecified requirements of the target provisions referred to in\nsubsection (2):\n(a) the directors;\n(b) the co-operative;\n(c) the auditor.\nNote\nFor the criteria for granting exemptions under this section, see section 318.\n(2) The target provisions are:\n(a) Divisions 2 – 11 of this Part, including provisions of the\nCorporations Act (as applying under any of the provisions of\nthose Divisions), but not including Division 4 of Part 2M.4 of\nthe Corporations Act as so applying; and\n(b) sections 324BA, 324BB and 324BC of the Corporations Act\n(as applying under section 297 of this Law).\nNote\nThe target provisions generally correspond to the provisions of the Corporations\nAct referred to in section 340 of that Act (being Parts 2M.2, 2M.3 and 2M.4 (other\nthan Division 4)).\n\nCo-operatives (National Uniform Legislation) Act 2015 205\n(4) The application must be:\n(a) authorised by a resolution of the directors; and\n(b) in writing and signed by a director; and\n(c) lodged with the Registrar.\n(5) The Registrar must give the applicant written notice of the granting,\nrevocation or suspension of the exemption.\n","sortOrder":329},{"sectionNumber":"317","sectionType":"section","heading":"Exemptions – classes of co-operatives (cf Corporations Act","content":"317 Exemptions – classes of co-operatives (cf Corporations Act\ns 341)\n(1) The Registrar may, by designated instrument in respect of a\nspecified class of co-operatives, exempt any of the following from\ncompliance with all or specified requirements of the target\nprovisions referred to in subsection (2):\n(a) directors;\n(b) the co-operatives themselves;\n(c) auditors of the co-operatives.\nNote\nFor the criteria for granting exemptions under this section, see section 318.\n(2) The target provisions are:\n(a) Divisions 2–11 of this Part, including provisions of the\nCorporations Act (as applying under any of the provisions of\nthose Divisions), but not including Division 4 of Part 2M.4 of\nthe Corporations Act as so applying; and\n(b) sections 324BA, 324BB and 324BC of the Corporations Act\n(as applying under section 297 of this Law).\nNote\nThe target provisions generally correspond to the provisions of the Corporations\nAct referred to in section 341 of that Act (being Parts 2M.2, 2M.3 and 2M.4 (other\nthan Division 4)).\n\nCo-operatives (National Uniform Legislation) Act 2015 206\n","sortOrder":330},{"sectionNumber":"318","sectionType":"section","heading":"Exemptions – criteria for exemptions for individual","content":"318 Exemptions – criteria for exemptions for individual\nco-operatives or classes of co-operatives (cf Corporations Act\ns 342)\n(1) To grant an exemption under section 316 or 317, the Registrar\nmust be satisfied that complying with the relevant requirements of\nthe target provisions would:\n(a) make the financial report or other reports misleading; or\n(b) be inappropriate in the circumstances; or\n(c) impose unreasonable burdens.\n(2) In deciding for the purposes of subsection (1) whether the audit\nrequirements for a small co-operative, or a class of small\nco-operatives, would impose an unreasonable burden on the\nco-operative or co-operatives, the Registrar is to have regard to:\n(a) the expected costs of complying with the audit requirements;\nand\n(b) the expected benefits of having the co-operative or\nco-operatives comply with the audit requirements; and\n(c) any practical difficulties that the co-operative or co-operatives\nface in complying effectively with the audit requirements (in\nparticular, any difficulties that arise because a financial year is\nthe first one for which the audit requirements apply or because\nthe co-operative or co-operatives are likely to move frequently\nbetween the small and large co-operative categories from one\nfinancial year to another); and\n(d) any unusual aspects of the operation of the co-operative or\nco-operatives during the financial year concerned; and\n(e) any other matters that the Registrar considers relevant.\n(3) In assessing expected benefits under subsection (2), the Registrar\nis to take account of:\n(a) the number of creditors and potential creditors; and\n(b) the position of creditors and potential creditors (in particular,\ntheir ability to independently obtain financial information about\nthe co-operative or co-operatives); and\n(c) the nature and extent of the liabilities of the co-operative or\n\nCo-operatives (National Uniform Legislation) Act 2015 207\n319 Exemptions – non-auditor members and former members of\naudit firms, and former employees of audit companies\n(cf Corporations Act s 342AA)\n(1) On an application made in accordance with subsection (4) by any of\nthe following, the Registrar may, by designated instrument, exempt\nthe applicant from all or specified requirements of the target\nprovisions referred to in subsection (2):\n(a) a member of the firm who is not a registered company auditor;\n(b) a person who has ceased to be:\n(i) a member of an audit firm; or\n(ii) a director of an audit company; or\n(iii) a professional employee of an audit company.\nNote\nFor the criteria for granting exemptions under this section, see section 321.\n(2) The target provisions are the provisions of Division 3 of Part 2M.4\nof the Corporations Act (as applying under Division 12 of this Part).\nNote\nThe target provisions correspond to the provisions of the Corporations Act\nreferred to in section 342AA of that Act.\n(4) The application must be:\n(a) in writing and signed by the applicant; and\n(b) lodged with the Registrar.\n(5) The Registrar must give the applicant written notice of the granting,\nrevocation or suspension of the exemption.\n\nCo-operatives (National Uniform Legislation) Act 2015 208\n","sortOrder":331},{"sectionNumber":"320","sectionType":"section","heading":"Exemptions – classes of non-auditor members etc.","content":"320 Exemptions – classes of non-auditor members etc.\n(cf Corporations Act s 342AB)\n(1) The Registrar may, by designated instrument in respect of a\nspecified class of audit firms or audit companies, exempt any of the\nfollowing from all or specified requirements of the target provisions\nreferred to in subsection (2):\n(a) members of firms who are not registered company auditors;\n(b) persons who have ceased to be:\n(i) members of audit firms; or\n(ii) directors of audit companies; or\n(iii) professional employees of audit companies.\nNote\nFor the criteria for granting exemptions under this section, see section 321.\n(2) The target provisions are the provisions of Division 3 of Part 2M.4\nof the Corporations Act (as applying under Division 12 of this Part).\nNote\nThe target provisions correspond to the provisions of the Corporations Act\nreferred to in section 342AB of that Act.\n","sortOrder":332},{"sectionNumber":"321","sectionType":"section","heading":"Exemptions – criteria for exemptions for non-auditor members","content":"321 Exemptions – criteria for exemptions for non-auditor members\netc. (cf Corporations Act s 342AC)\nTo grant an exemption under section 319 or 320, the Registrar\nmust be satisfied that complying with the relevant requirements of\nthe target provisions would:\n(a) make the financial report or other reports misleading; or\n(b) be inappropriate in the circumstances; or\n(c) impose unreasonable burdens.\n\nCo-operatives (National Uniform Legislation) Act 2015 209\n","sortOrder":333},{"sectionNumber":"322","sectionType":"section","heading":"Exemptions from National Regulations","content":"322 Exemptions from National Regulations\n(1) The Registrar may, by designated instrument, exempt:\n(a) a specified co-operative, a specified person or firm proposed\nto be appointed as an auditor, or a specified director or auditor\nof a co-operative; or\n(b) a specified class of co-operatives, a specified class of persons\nor firms proposed to be appointed as auditors, or a specified\nclass of directors or auditors of co-operatives;\nfrom compliance with a provision of the National Regulations made\nunder this Part.\n(2) The exemption may:\n","sortOrder":334},{"sectionNumber":"323","sectionType":"section","heading":"Registrar's power to modify the operation of section 324DA of","content":"323 Registrar's power to modify the operation of section 324DA of\nCorporations Act (cf Corporations Act s 342A)\n(1) On an application made in accordance with this section, the\nRegistrar may:\n(a) declare that section 324DA(1) of the Corporations Act (as\napplying under Division 12 of this Part) applies to a registered\ncompany auditor, in relation to the audit of an audited body or\na class of audited bodies, as if the references in that\nsubsection to 5 successive financial years were references to:\n(i) 6 successive financial years; or\n(ii) 7 successive financial years; or\n(b) declare that section 324DA(2) of the Corporations Act (as\napplying under Division 12 of this Part) applies to a registered\ncompany auditor, in relation to the audit of an audited body or\na class of audited bodies during a particular period of\n7 successive financial years, as if the reference in that\nsubsection to 5 out of 7 successive financial years were a\nreference to 6 out of 7 successive financial years.\n(2) The following persons may apply for the declaration:\n(a) the registered company auditor;\n\nCo-operatives (National Uniform Legislation) Act 2015 210\n(b) a firm or company on whose behalf the registered company\nauditor acts or would act in relation to the audit or audits;\nand if the application is made by a firm or company, the declaration\nhas effect only in relation to activities undertaken by the registered\ncompany auditor on behalf of that firm or company.\n(3) The application must be:\n(a) in writing; and\n(b) signed by the applicant; and\n(c) lodged with the Registrar.\n(4) If the application is made by a registered company auditor who\nengages, or is to engage, in audit activities on behalf of a firm or\ncompany, the application must include the firm's or company's\nwritten consent to the application.\n(5) If the application is made by a firm or company in relation to a\nregistered company auditor, the application must include the\nregistered company auditor's written consent to the application.\n(6) To make a declaration under subsection (1), the Registrar must be\nsatisfied that, without the modification, Division 4 of Part 2M.4 of the\nCorporations Act (as applying under Division 12 of this Part) would\nimpose an unreasonable burden on:\n(a) a registered company auditor; or\n(b) a firm or company that is applying for the declaration; or\n(c) the audited body or bodies in relation to which the application\nwas made.\n(7) In deciding for the purposes of subsection (6) whether, without the\nmodification, Division 4 of Part 2M.4 of the Corporations Act (as\napplying under Division 12 of this Part) would impose an\nunreasonable burden on a person referred to in that subsection, the\nRegistrar is to have regard to:\n(a) the nature of the audited body or bodies, including whether the\nactivity in which the audited body or bodies engage is such\nthat specialist knowledge about that activity is necessary to\ncarry out the audit properly; and\n(b) the availability of other registered company auditors capable\nof providing satisfactory audit services for the audited body or\nbodies; and\n\nCo-operatives (National Uniform Legislation) Act 2015 211\n(c) any other matters which the Registrar considers relevant.\n(8) The Registrar must give the applicant written notice of the making,\nrevocation or suspension of the declaration.\n324 Auditor to notify co-operative of declaration (cf Corporations\nAct s 342B)\n(1) If a registered company auditor plays a significant role in the audit\nof a co-operative in reliance on a declaration by the Registrar under\nsection 323, the auditor must give the co-operative written notice of\nthe declaration.\n(2) The notice must specify:\n(a) the name of the registered company auditor; and\n(b) the additional financial years for which the registered company\nauditor is, because of the declaration under section 323,\neligible to play a significant role in the audit of the\n(3) The notice must be given:\n(a) as soon as practicable after the declaration is made if the\nauditor has been appointed before the declaration is made; or\n(b) before the auditor is appointed if the declaration is made\nbefore the auditor is appointed.\n","sortOrder":335},{"sectionNumber":"325","sectionType":"section","heading":"Modification by National Regulations (cf Corporations Act","content":"325 Modification by National Regulations (cf Corporations Act\ns 343)\n(1) The National Regulations may modify the operation of this Part in\nrelation to:\n(a) a specified co-operative; or\n(b) all co-operatives of a specified kind.\n(2) This section does not affect the power to make National\nRegulations prescribing modifications to applied provisions.\n","sortOrder":336},{"sectionNumber":"326","sectionType":"section","heading":"Amendment, suspension or revocation of exemption","content":"326 Amendment, suspension or revocation of exemption\n(1) The Registrar may amend, suspend or revoke an exemption\ngranted under this Division.\n\nCo-operatives (National Uniform Legislation) Act 2015 212\n(2) The power to amend, suspend or revoke an exemption granted\nunder this Division is exercisable in the same way, and subject to\nthe same conditions, as the power to grant the exemption.\n","sortOrder":337},{"sectionNumber":"Div 15","sectionType":"division","heading":"Miscellaneous","content":"Division 15 Miscellaneous\n","sortOrder":338},{"sectionNumber":"327","sectionType":"section","heading":"Disclosure by directors","content":"327 Disclosure by directors\nThe directors of a co-operative must make the disclosures about\nthe affairs of the co-operative and of an entity the co-operative\ncontrols that are required under the National Regulations.\n","sortOrder":339},{"sectionNumber":"328","sectionType":"section","heading":"Contravention by directors of provisions of this Part","content":"328 Contravention by directors of provisions of this Part\n(cf Corporations Act s 344)\n(1) A director of a co-operative contravenes this subsection if they fail\nto take all reasonable steps to comply with or to secure compliance\nwith:\n(a) section 272, 284(1) or (2), 289, 290, 291, 292 or 293; or\n(b) section 315(1) of the Corporations Act as applying under\nsection 285(2) of this Law; or\n(c) section 318 of the Corporations Act as applying under\nsection 288 of this Law.\nNote\n(2) A person commits an offence if they contravene subsection (1) and\nthe contravention is dishonest.\nMaximum penalty: $200 000 or imprisonment for 5 years, or\n","sortOrder":340},{"sectionNumber":"329","sectionType":"section","heading":"Submission of financial reports to Financial Reporting Panel","content":"329 Submission of financial reports to Financial Reporting Panel\nWithout limitation, the National Regulations may make provision for\nor with respect to requiring the submission of financial reports to the\nFinancial Reporting Panel.\nNote\nThe Financial Reporting Panel is established under the ASIC Act.\n\nCo-operatives (National Uniform Legislation) Act 2015 213\n","sortOrder":341},{"sectionNumber":"330","sectionType":"section","heading":"Notification of ASIC by Registrar of certain matters relating to","content":"330 Notification of ASIC by Registrar of certain matters relating to\nauditor independence\nThe Registrar may notify ASIC of any investigation or prosecution\nundertaken for a contravention, or an alleged or possible\ncontravention, of section 324CA, 324CB, 324CC, 324CD, 324CE,\n324CF or 324CG of the Corporations Act as applying under this\nLaw.\nPart 3.4 Funds and property\nDivision 1 Power to raise money\n331 Meaning of obtaining of financial accommodation\nA reference in this Division to the obtaining of financial\naccommodation includes a reference to the obtaining of credit and\nthe borrowing or raising of money by any means.\n","sortOrder":342},{"sectionNumber":"332","sectionType":"section","heading":"Fundraising to be in accordance with National Regulations","content":"332 Fundraising to be in accordance with National Regulations\nThe National Regulations may impose requirements and\nrestrictions on the obtaining of financial accommodation and the\ngiving of security for obtaining financial accommodation by a\n","sortOrder":343},{"sectionNumber":"333","sectionType":"section","heading":"Limits on deposit taking","content":"333 Limits on deposit taking\nA co-operative must not accept money on deposit unless:\n(a) the co-operative is authorised by its rules to accept money on\ndeposit and was authorised by its rules immediately before the\ncommencement of this section in this jurisdiction to accept\nmoney on deposit; or\n(b) the co-operative was a deposit-taking corporation immediately\nbefore it became a co-operative and it is authorised by its\nrules to accept money on deposit; or\n(c) for a merged co-operative – one or more of the co-operatives\ninvolved in the merger was a deposit-taking co-operative\nimmediately before the registration of the merged co-operative\nand the merged co-operative is authorised by its rules to\naccept money on deposit.\nNote\nParagraph (a) prevents a co-operative from accepting money on deposit unless it\nwas authorised to do so before the commencement of this section. Accordingly,\nco-operatives registered before that commencement but not so authorised and all\n\nCo-operatives (National Uniform Legislation) Act 2015 214\nco-operatives registered after that commencement are prevented from accepting\nmoney on deposit. Authorisation under previous legislation commenced at\nvarious times in the various jurisdictions.\n","sortOrder":344},{"sectionNumber":"334","sectionType":"section","heading":"Members and other persons not required to see to application","content":"334 Members and other persons not required to see to application\nof money\nA member or other person from whom a co-operative obtains\nfinancial accommodation is not required to see to its application and\nis not affected or prejudiced by the fact that in doing so the\nco-operative contravened a provision of this Law, the National\nRegulations or the rules of the co-operative.\n","sortOrder":345},{"sectionNumber":"335","sectionType":"section","heading":"Registrar's directions about obtaining financial","content":"335 Registrar's directions about obtaining financial\naccommodation\n(1) The Registrar may, by written notice served on a co-operative, give\na direction to the co-operative as to the way in which it is to\nexercise its functions in relation to the activities of the co-operative\nin obtaining financial accommodation.\n(2) A direction under subsection (1) may make provision for one or\nmore of the following matters:\n(a) requiring the co-operative to stop obtaining financial\naccommodation or to stop obtaining financial accommodation\nin a particular way;\n(b) requiring the co-operative to repay in accordance with the\ndirection all or part of financial accommodation obtained;\n(c) requiring the co-operative to refinance in a stated way\nfinancial accommodation repaid in accordance with the\nRegistrar's direction;\n(d) the way in which the co-operative is permitted to invest or use\nthe proceeds of financial accommodation it obtains.\n(3) The co-operative may, within 28 days after the direction is given,\napply to the designated tribunal for a review of the direction, and\nthe designated tribunal may confirm, modify or rescind the direction\nor substitute another direction.\n","sortOrder":346},{"sectionNumber":"336","sectionType":"section","heading":"Subordinated debt","content":"336 Subordinated debt\n(1) A co-operative may incur subordinated debt.\n\nCo-operatives (National Uniform Legislation) Act 2015 215\n(2) Subordinated debt is debt incurred under an agreement under\nwhich, in the event of the winding up of the co-operative, a claim of\nthe creditor against the co-operative for the debt is to rank in\npriority:\n(a) equally with the claim of another creditor who is a party to a\nsimilar agreement; and\n(b) except as provided by paragraph (a) – after the claims of\nanother creditor of the co-operative and before the claims of\nmembers to repayment of share capital in the co-operative.\n(3) An agreement referred to in subsection (2) has effect despite the\nprovisions of Division 6 of Part 5.6 of the Corporations Act as\napplying under this Law.\n","sortOrder":347},{"sectionNumber":"337","sectionType":"section","heading":"Application of Corporations Act – issues of debentures","content":"337 Application of Corporations Act – issues of debentures\n(1) The debentures of a co-operative are declared to be applied\nCorporations legislation matters for the purposes of the\nCorporations application legislation of this jurisdiction in relation to\nPart 1.2A, Chapters 2L, 6CA and 6D, and Part 7.10 of the\n(a) sections 111AS and 283I of the Corporations Act are taken to\nbe omitted;\n(b) the modifications referred to in section 13(3) of this Law so far\nNote\n(2) However, the provisions of the Corporations Act applying to\ndebentures of a co-operative by this section do not apply to:\n(a) a loan to which section 343 applies; or\n(b) an issue of debentures of a co-operative that is made:\n(i) solely to members of the co-operative; or\n(ii) solely to members and employees of the co-operative; or\n(iii) to a person who on becoming an inactive member of the\nco-operative has had his or her share capital converted\nto debt.\n\nCo-operatives (National Uniform Legislation) Act 2015 216\n(3) The following provisions of the Corporations Act as applying under\nthis section are civil penalty provisions under this Law (see\nsection 554) and are not civil penalty provisions under that Act:\n(a) section 674(2) and (2A);\n(b) section 675(2) and (2A);\n(c) section 1041A;\n(d) section 1041B(1);\n(e) section 1041C(1);\n(f) section 1041D;\n(g) section 1043A(1) and (2).\n(4) Words used in subsection (2) that are not defined in this Law have\nthe same meanings as they have in the Corporations Act.\n","sortOrder":348},{"sectionNumber":"338","sectionType":"section","heading":"Disclosure statement","content":"338 Disclosure statement\n(1) This section applies to the issue of debentures of a co-operative if\nthe issue is made:\n(a) solely to members; or\n(b) solely to members and employees of the co-operative;\nbut does not apply to the issue of debentures under section 108(1),\n128(2) or 163(2).\n(2) Before issuing to a person debentures to which this section applies,\na co-operative must:\n(a) inform the person in writing that the person is entitled to\nreceive a disclosure statement on request to the co-operative;\nand\n(b) give the person a disclosure statement if the person requests\nit.\n(3) The disclosure statement is a statement, approved by the\nRegistrar, and containing the information that is reasonably\nnecessary to enable a person to make an informed assessment of\nthe financial prospects of the co-operative, including:\n(a) the purpose for which the money raised by the co-operative by\nthe issue of debentures is to be used; and\n\nCo-operatives (National Uniform Legislation) Act 2015 217\n(b) the rights and liabilities attaching to the debentures; and\n(c) the financial position of the co-operative; and\n(d) the interests of the directors of the co-operative in the issue of\nthe debentures; and\n(e) compensation or consideration to be paid to officers or\nmembers of the co-operative in connection with the issue of\ndebentures; and\n(f) other matters the Registrar directs.\n(4) A draft disclosure statement must be submitted to the Registrar at\nleast 28 days (or the shorter period the Registrar may allow in a\nparticular case) before the issue of debentures.\n(5) Section 25 (except subsections (1), (2) and (3)) applies to a\nmodifications, and in particular as if a reference in that section to a\nformation meeting were a reference to the issue of debentures.\n(6) The Registrar may, by designated instrument, exempt a\nco-operative or class of co-operatives from complying with this\n(7) An exemption may be given unconditionally or subject to conditions.\n","sortOrder":349},{"sectionNumber":"339","sectionType":"section","heading":"Restrictions on advertising and publicity","content":"339 Restrictions on advertising and publicity\nan offer, or intended offer, of debentures in a co-operative unless a\ndisclosure statement relating to the debentures is approved by the\nRegistrar under section 338.\n(2) A person does not contravene subsection (1) by publishing an\n\nCo-operatives (National Uniform Legislation) Act 2015 218\n","sortOrder":350},{"sectionNumber":"340","sectionType":"section","heading":"Application money to be held on trust (cf Corporations Act s 722)","content":"340 Application money to be held on trust (cf Corporations Act s 722)\n(1) If a person offers debentures for issue under a disclosure\nstatement, the person must hold:\n(a) all application money received from people applying for\ndebentures under the disclosure statement; and\n(b) all other money paid by them on account of the debentures\nbefore they are issued;\nin trust under this section for the applicants until:\n(c) the debentures are issued; or\n(d) the money is returned to the applicants.\n(2) If the application money needs to be returned to an applicant, the\nperson must return the money as soon as practicable.\n","sortOrder":351},{"sectionNumber":"341","sectionType":"section","heading":"Approval of board for transfer of debentures","content":"341 Approval of board for transfer of debentures\nA debenture of a co-operative cannot be sold or transferred except\nwith the consent of the board and under the rules of the\n","sortOrder":352},{"sectionNumber":"342","sectionType":"section","heading":"Application of Corporations Act – reissue of redeemed","content":"342 Application of Corporations Act – reissue of redeemed\ndebentures\nDebentures issued by a co-operative to any of its members or\nemployees are declared to be applied Corporations legislation\nmatters for the purposes of the Corporations application legislation\nof this jurisdiction in relation to section 563AAA of the Corporations\nAct, subject to the following modifications:\n(a) the section applies as if a co-operative were a company;\n\nCo-operatives (National Uniform Legislation) Act 2015 219\n(b) the modifications referred to in section 13(3) of this Law so far\nNote\n","sortOrder":353},{"sectionNumber":"343","sectionType":"section","heading":"Compulsory loan by member to co-operative","content":"343 Compulsory loan by member to co-operative\n(1) A co-operative may, by levy, require its members to lend money,\nwith or without security, to the co-operative, in accordance with a\nproposal approved by special resolution of the co-operative passed\nby a special postal ballot.\n(2) The term of the loan cannot be for more than 7 years or any shorter\nperiod prescribed in the National Regulations.\n(3) The proposal must:\n(a) be accompanied by a disclosure statement, approved by the\nRegistrar, explaining the purpose for which the money raised\nby the co-operative under the proposal is to be used and\nincluding the other information the Registrar directs; and\n(b) clearly show the total amount of the loan to be raised by the\nco-operative and the basis on which the money required to be\nlent by each member is to be calculated; and\n(c) be accompanied by a statement informing the member that\nthe member may inform the board by notice on or before the\ndate of closing of the ballot for the special postal ballot that the\nmember resigns on the registration of the special resolution.\n(4) If the proposal allows, the board of the co-operative may, under the\nterms of the proposal, deduct the money required to be lent by a\nmember to the co-operative from money payable from the\nco-operative to the member for his or her dealings with the\n(5) A proposal to deduct money referred to in subsection (4) must, in\naddition, clearly show:\n(a) the basis on which the money is to be deducted; and\n(b) the time and way of making the deductions.\n\nCo-operatives (National Uniform Legislation) Act 2015 220\n(6) When the special resolution is registered, the proposal is binding\non:\n(a) all members of the co-operative at the date of passing of the\nspecial resolution, other than a member who has given a\nnotice of resignation under subsection (3)(c); and\n(b) all persons who become members of the co-operative after\nthe date and before the total amount of the loan to be raised\nunder the proposal has been raised.\n(7) A draft disclosure statement must be submitted to the Registrar\nbefore notice of the ballot is given to members.\n(8) Section 25 (except subsections (1), (2) and (3)) applies to a\nmodifications, and in particular as if a reference in that section to\nthe holding of a formation meeting were a reference to the giving of\nnotice of the ballot to members.\n(9) The National Regulations may prescribe the maximum amount that\nmay be levied in any period of 12 months on either or both of the\n(a) an individual member of the co-operative;\n(b) all members of the co-operative or all members of a class of\n(10) The Registrar may, by designated instrument, exempt a\nco-operative or class of co-operatives from complying with all or\nspecified provisions of this section.\n(11) An exemption may be given unconditionally or subject to conditions.\n","sortOrder":354},{"sectionNumber":"344","sectionType":"section","heading":"Interest payable on compulsory loan","content":"344 Interest payable on compulsory loan\n(1) The rate of interest payable by a co-operative for a loan under\nsection 343 during a period is:\n(i) the rate (or, if there is more than one rate, the higher or\nhighest rate) of dividend payable for the period on the\nshare capital of the co-operative; or\n(ii) if the rate of dividend payable for the period has not\nbeen decided – the rate (or the higher or highest rate)\n\nCo-operatives (National Uniform Legislation) Act 2015 221\nshare capital of the co-operative – the rate the board of\nthe co-operative considers reasonable; or\n(b) for a co-operative without share capital – the rate the board of\nthe co-operative considers reasonable; or\nor (b) – the higher rate.\n(2) A member may agree to the rate of interest being less than what\nwould otherwise be payable under this section and may agree to no\ninterest being paid.\nDivision 2 Co-operative capital units (CCUs)\n","sortOrder":355},{"sectionNumber":"345","sectionType":"section","heading":"General nature of CCU","content":"345 General nature of CCU\n(1) A co-operative capital unit (in this Law referred to as a CCU) is an\ninterest issued by a co-operative conferring an interest in the capital\n(but not the share capital) of the co-operative.\n(2) A CCU:\n(a) is personal property; and\n(b) is transferable or transmissible as provided by this Law and\nthe rules of the co-operative, subject to the terms of issue of\nthe CCU; and\n(c) is, subject to the rules of the co-operative, capable of\ndevolution by will or by operation of law.\n(3) Subject to subsection (2):\n(a) the laws applicable to ownership of and dealing with personal\nproperty apply to a CCU in the same way as they apply to\nother property; and\n(b) equitable interests in respect of a CCU may be created, dealt\nwith and enforced as in the case of other personal property.\n(4) A transferor of a CCU remains the holder of the CCU until the\ntransfer is registered and the name of the transferee is entered in\nthe register of CCUs and their holders (referred to in\nsection 212(1)(e)) in respect of the CCU.\n\nCo-operatives (National Uniform Legislation) Act 2015 222\n(5) Despite any rule of law or equity to the contrary, a condition subject\nto which a CCU is issued is not invalid merely because the CCU is,\nby the condition, made irredeemable or redeemable only on the\nhappening of a contingency however remote or at the end of a\nperiod however long.\n","sortOrder":356},{"sectionNumber":"346","sectionType":"section","heading":"Priority of CCUs on winding up","content":"346 Priority of CCUs on winding up\n(1) On a winding up of a co-operative, a debt owed to a person as the\nholder or former holder of a CCU issued by the co-operative is to\nrank for priority of payment in accordance with the terms of issue of\nthe CCU.\n(2) Such a debt may rank as a secured debt if it is secured but if it is\nunsecured may not rank in priority to other unsecured debts.\n(3) Such a debt may rank equally with or behind unsecured debts and\n(if the debt ranks behind unsecured debts) may rank in priority to,\nequally with or behind debts due to contributories.\n","sortOrder":357},{"sectionNumber":"347","sectionType":"section","heading":"Financial accommodation provisions apply to issue of CCUs","content":"347 Financial accommodation provisions apply to issue of CCUs\n(1) The issuing of CCUs is to be considered to be the obtaining of\nfinancial accommodation and accordingly Division 1 applies to the\nissue of CCUs.\n(2) For the purpose of that Division, a CCU is to be considered to be a\ndebenture.\n","sortOrder":358},{"sectionNumber":"348","sectionType":"section","heading":"CCUs can be issued to non-members","content":"348 CCUs can be issued to non-members\nCCUs may be issued to persons whether or not they are members\nof the co-operative.\n","sortOrder":359},{"sectionNumber":"349","sectionType":"section","heading":"Minimum requirements for rules concerning CCUs","content":"349 Minimum requirements for rules concerning CCUs\nThe rules of a co-operative that permit the co-operative to issue\nCCUs must contain provision to the effect of the following\nprovisions and must not contain provisions that are inconsistent\nwith the following provisions:\n(a) either (as specified in the rules):\n(i) each holder of a CCU is entitled to one vote only at a\nmeeting of the holders of CCUs; or\n(ii) each holder of a CCU is entitled to one vote per CCU\nheld at a meeting of the holders of CCUs;\n\nCo-operatives (National Uniform Legislation) Act 2015 223\n(b) the rights of the holders of CCUs may be varied only in the\nmanner and to the extent provided by their terms of issue and\nonly with the consent of at least 75% of the holders of CCUs\ngiven in writing or at a meeting;\n(c) the holder of a CCU has, in the person's capacity as a holder,\nnone of the rights or entitlements of a member of the\n(d) the holder of a CCU is entitled to receive notice of all meetings\nof the co-operative and all other documents in the same\nmanner as the holder of a debenture of the co-operative.\n","sortOrder":360},{"sectionNumber":"350","sectionType":"section","heading":"CCUs not to be issued unless terms of issue approved by","content":"350 CCUs not to be issued unless terms of issue approved by\n(1) A co-operative is not to issue CCUs unless:\n(a) the terms of issue have been approved by a special resolution\n(b) the issue is made pursuant to an offer accompanied by a copy\nof a statement approved by the Registrar for the purposes of\nthe issue; and\n(c) the Registrar approves of the terms of the issue.\n(2) The terms of issue must specify the following (but this subsection\ndoes not limit the contents of the terms of issue):\n(a) details of entitlement to repayment of capital;\n(b) details of entitlement to participate in surplus assets and\nprofits;\n(c) details of entitlement to interest on capital (whether cumulative\nor non-cumulative interest);\n(d) details of how capital and interest on capital are to rank for\npriority of payment on a winding up;\n(e) whether there is a limit on the total holding of CCUs that may\nbe acquired by persons who are not members of the\nco-operative and, if there is a limit, what the limit is.\n(3) The statement approved by the Registrar for the purposes of the\nissue is to set out the terms of the issue, the rights of the holders of\nCCUs, the terms of redemption and the manner of transferability of\nCCUs.\n\nCo-operatives (National Uniform Legislation) Act 2015 224\n(4) The Registrar is not to approve of the terms of issue unless\nsatisfied that they will not result in a failure to comply with\nco-operative principles and are not contrary to the rules of the\nco-operative or this Law.\n","sortOrder":361},{"sectionNumber":"351","sectionType":"section","heading":"Directors' duties concerning CCUs","content":"351 Directors' duties concerning CCUs\nIn discharging their duties, it is proper for the directors of a\nco-operative to take into account that the holders of CCUs, in their\ncapacity as holders of CCUs, have none of the rights and\nentitlements of, and are not entitled to be regarded as, members of\n","sortOrder":362},{"sectionNumber":"352","sectionType":"section","heading":"Redemption of CCUs","content":"352 Redemption of CCUs\n(1) The redemption of CCUs is not to be considered to be a reduction\nin the share capital of the co-operative.\n(2) A co-operative may redeem CCUs but only on the terms and in the\nway that are provided by the terms of their issue and only if they are\nfully paid up.\n(3) CCUs may not be redeemed except out of:\n(a) profits; or\n(b) the proceeds of a fresh issue of shares, or an approved issue\nof CCUs, made for the purpose of the redemption.\n(4) An issue of CCUs is an approved issue for the purposes of\nsubsection (3) if there is the same entitlement to priority of payment\nof capital and dividend in relation to shares in the co-operative as\nthere was for the redeemed CCUs.\n(5) Any premium payable on redemption is to be provided for out of\nprofits or out of the share premium account or an account created\nfor that purpose.\n","sortOrder":363},{"sectionNumber":"353","sectionType":"section","heading":"Capital redemption reserve","content":"353 Capital redemption reserve\n(1) This section applies if CCUs are redeemed out of profits.\n(2) Out of profits there is to be transferred to a reserve called the\ncapital redemption reserve a sum equal to the nominal amount of\nthe CCUs redeemed.\n(3) Subject to subsection (5), the provisions of this Law relating to the\nreduction of share capital of a co-operative apply as if the capital\nredemption reserve were paid up share capital of the co-operative.\n\nCo-operatives (National Uniform Legislation) Act 2015 225\n(4) Subject to subsection (5), the capital redemption reserve may be\napplied in paying up unissued shares of the co-operative to be\nissued to members of the co-operative as fully paid bonus shares.\n(5) Subsections (3) and (4) do not apply to a non--distributing\nNote\nSection 448 provides that, on a winding up of a non-distributing co-operative, the\nsurplus property of the co-operative must be distributed as required by the rules\nof the co-operative.\n","sortOrder":364},{"sectionNumber":"354","sectionType":"section","heading":"Issue of shares in substitution for redemption","content":"354 Issue of shares in substitution for redemption\n(1) If a co-operative has redeemed or is about to redeem CCUs held by\nan active member of the co-operative, it may:\n(a) issue shares to the member up to the sum of the nominal\nvalue of the CCUs redeemed or to be redeemed, as if those\nCCUs had never been issued; or\n(b) pay up amounts unpaid on shares held by the member up to\nthe sum of the nominal value of the CCUs redeemed or to be\nredeemed, as if those CCUs had never been issued.\n(2) This section applies only if the terms of issue of the CCUs provide\nfor the conversion of CCUs held by an active member of the co-\noperative into shares of the co-operative.\nDivision 3 Disposal of surplus from activities\n","sortOrder":365},{"sectionNumber":"355","sectionType":"section","heading":"Retention of surplus for benefit of co-operative","content":"355 Retention of surplus for benefit of co-operative\nThe board of a co-operative may resolve to retain all or part of the\nsurplus arising in a year from the business of the co-operative to be\napplied for the benefit of the co-operative.\n","sortOrder":366},{"sectionNumber":"356","sectionType":"section","heading":"Application for charitable purposes or approved activities","content":"356 Application for charitable purposes or approved activities\n(1) A co-operative may apply a part of the surplus arising in a year from\nthe business of the co-operative for any charitable purpose.\n(2) A distributing co-operative may apply a part of the surplus arising in\na year from the business of the co-operative for supporting an\nactivity approved by the co-operative.\n(3) The rules of a co-operative must limit the amount that may be\napplied under subsection (1) or (2) to a stated proportion of the\nsurplus.\n\nCo-operatives (National Uniform Legislation) Act 2015 226\n","sortOrder":367},{"sectionNumber":"357","sectionType":"section","heading":"Distribution of surplus or reserves to members","content":"357 Distribution of surplus or reserves to members\n(1) A distributing co-operative may apply a part of the surplus arising in\na year from the business of the co-operative or a part of the\nreserves of the co-operative by:\n(a) distribution to members as a rebate in proportion to:\n(i) the value of business done by each member with the\n(ii) profits earned by the co-operative on business done by\neach member with the co-operative; or\n(b) the issue to members of bonus shares in proportion to:\n(i) the value of business done by each member with the\n(ii) profits earned by the co-operative on business done by\neach member with the co-operative; or\n(iii) shares held by each member; or\n(c) the issue to members of a limited dividend for shares held by\neach member.\n(2) The amount of a rebate payable to a member under\nsubsection (1)(a) may be applied:\n(a) in payment for the issue to the member of bonus shares, with\nthe consent of the member; or\n(b) as a loan to the co-operative:\n(i) with the consent of the member; or\n(ii) if the rules of the co-operative authorise the amount of a\nrebate payable to a member under subsection (1)(a) to\nbe applied as a loan to the co-operative.\n(3) The amount of a dividend payable to a member under\nsubsection (1)(c) may be applied:\n(a) in payment for the issue to the member of bonus shares, with\nthe consent of the member; or\n(b) as a loan to the co-operative:\n(i) with the consent of the member; or\n\nCo-operatives (National Uniform Legislation) Act 2015 227\n(ii) if the rules of the co-operative authorise the amount of a\ndividend payable to a member under subsection (1)(c) to\nbe applied as a loan to the co-operative.\n(4) A loan to the co-operative authorised by the rules (as referred to in\nsubsection (2)(b)(ii) or (3)(b)(ii)) is repayable at call and must bear\ninterest at a rate not lower than the rate prescribed by the National\nlimited dividend means a dividend that is not more than the\namount prescribed by the National Regulations.\n","sortOrder":368},{"sectionNumber":"358","sectionType":"section","heading":"Application of surplus to other persons","content":"358 Application of surplus to other persons\n(1) Part of the surplus arising in a year from the business of a\ndistributing co-operative may be credited to a person who is not a\nmember, but is qualified to be a member, by way of rebate in\nproportion to the value of business done by the person with the\nco-operative or to the profit earned by the co-operative, if:\n(a) the person was a member when the business was done and\nthe membership has lapsed; or\n(b) the person has applied for membership after the business was\ndone.\n(2) Nothing in this section precludes the payment of a bonus to an\nemployee under the terms of his or her employment.\nDivision 4 Acquisition and disposal of assets\n","sortOrder":369},{"sectionNumber":"359","sectionType":"section","heading":"Acquisition and disposal of assets","content":"359 Acquisition and disposal of assets\n(1) A co-operative must not do any of the following things except as\napproved by special resolution by a special postal ballot:\n(a) sell or lease the undertaking of the co-operative as a going\nconcern;\n(b) sell or lease a part of the undertaking of the co-operative that\nrelates to its primary activities and the value of which\nrepresents a percentage prescribed by the National\nRegulations or more of the total book value of the undertaking;\n(c) acquire from or dispose of to:\n(i) a director or employee of the co-operative; or\n\nCo-operatives (National Uniform Legislation) Act 2015 228\n(ii) a relative (within the meaning of the Corporations Act) of\na director or employee of the co-operative or of the\nspouse or de facto partner of a director or employee of\nproperty the value of which represents a percentage\nprescribed by the National Regulations or more of the total\nbook value of all the assets of the co-operative relating to its\nprimary activities;\n(d) acquire an asset the value of which represents a percentage\nprescribed by the National Regulations or more of the total\nbook value of the undertaking of the co-operative, if the\nacquisition would result in the co-operative commencing to\ncarry on an activity that is not one of its primary activities;\n(e) dispose of an asset, if the disposal would result:\n(i) in the co-operative ceasing to carry on a primary activity\nof the co-operative; or\n(ii) in the ability of the co-operative to carry on a primary\nactivity of the co-operative being substantially impaired.\n(2) If a co-operative contravenes this section, each person who is a\nmember of the board of the co-operative is taken to have committed\nthe offence, if the person:\n(a) was in a position to influence the conduct of the co-operative\nin relation to the commission of the offence by it; and\n(b) did not use all due diligence to prevent the commission of the\noffence by it.\n(3) The Registrar may, by designated instrument, exempt a\nco-operative from compliance with a provision of this section and\nsection 248 in relation to a matter to which this section applies.\n(4) An exemption may be given unconditionally or subject to conditions.\nundertaking of a co-operative means all the assets of the\nNote\nThis section applies to non-distributing co-operatives as well as to distributing\n\nCo-operatives (National Uniform Legislation) Act 2015 229\nPart 3.5 Restrictions on acquisition of interests in\nDivision 1 Restrictions on share and voting interests\n360 Notice required to be given of voting interest\n(1) A person (whether or not a member of the co-operative) must give\nnotice to a co-operative within 5 business days after becoming\naware the person has a relevant interest in the right to vote of a\nmember of the co-operative.\n(2) A person (whether or not a member of the co-operative) who has\nceased to have a relevant interest in the right to vote of a member\nof a co-operative must give notice to the co-operative within\n5 business days after becoming aware of the fact.\n(3) Section 233 provides for the effect of a person having a relevant\ninterest in the right to vote of a member of a co-operative.\nNote\nSee Part 1 of Schedule 2 for the term relevant interest.\n","sortOrder":370},{"sectionNumber":"361","sectionType":"section","heading":"Notice required to be given of substantial share interest","content":"361 Notice required to be given of substantial share interest\n(1) A person must give notice to a co-operative within 5 business days\nafter becoming aware the person has a substantial share interest in\n(2) A person who has a substantial share interest in a co-operative\nmust give notice to the co-operative within 5 business days after\nbecoming aware a substantial change has occurred in the share\n(3) A person who has ceased to have a substantial share interest in a\nco-operative must give notice to the co-operative within 5 business\ndays after becoming aware the person has ceased to have the\n\nCo-operatives (National Uniform Legislation) Act 2015 230\n(4) A person has a substantial share interest in a co-operative if the\nnominal value of the shares in the co-operative in which the person\nhas a relevant interest represents 5% or more of the nominal value\nof the issued share capital of the co-operative.\n(5) A substantial change takes place in a person's share interest in a\nco-operative if there is an increase or decrease in the number of\nshares in the co-operative in which the person has a relevant\ninterest and the increase or decrease represents at least 1% of the\nnominal value of the issued share capital of the co-operative.\n","sortOrder":371},{"sectionNumber":"362","sectionType":"section","heading":"Requirements for notices","content":"362 Requirements for notices\nA notice required under this Division must:\n(b) state the particulars prescribed by the National Regulations of\nthe interest or change being notified.\n","sortOrder":372},{"sectionNumber":"363","sectionType":"section","heading":"Maximum permissible level of share interest","content":"363 Maximum permissible level of share interest\n(1) A person must not have a relevant interest in shares of a\nco-operative the nominal value of which is more than a maximum\nof 20% of the nominal value of the issued share capital of the\n(2) The Registrar may, by designated instrument, state a maximum\ngreater than 20% as the maximum for subsection (1) for a particular\nco-operative or class of co-operatives.\nNote\nFor example, a co-operative group may not have enough members to allow each\nmember to comply with subsection (1).\n(3) The maximum of 20% stated by subsection (1) may be increased\nfor a particular person by special resolution of the co-operative\nconcerned passed by a special postal ballot.\n(4) A resolution under subsection (3) does not have effect unless it is\napproved by the Registrar.\n(5) The Registrar's approval of the resolution may be given subject to\nconditions.\n","sortOrder":373},{"sectionNumber":"364","sectionType":"section","heading":"Shares to be forfeited to remedy contravention","content":"364 Shares to be forfeited to remedy contravention\n(1) If a person has a relevant interest in a share of a co-operative in\ncontravention of this Division that is not remedied within 14 days of\na notice of that contravention being issued by the board, the board\n\nCo-operatives (National Uniform Legislation) Act 2015 231\nof the co-operative must declare to be forfeited enough of the\nshares in which the person has a relevant interest to remedy the\n(2) The shares to be forfeited are:\n(a) the shares nominated by the person for the purpose; or\n(b) in the absence of that nomination, the shares in which the\nperson has had a relevant interest for the shortest time.\n(3) A declaration of the board that shares are forfeited operates to\nforfeit the shares concerned.\n(4) Sections 163, 164 and 165 apply to shares forfeited under this\nsection as if the shares had been forfeited under Part 2.6.\n","sortOrder":374},{"sectionNumber":"365","sectionType":"section","heading":"Powers of board in response to suspected contravention","content":"365 Powers of board in response to suspected contravention\n(1) If the board of a co-operative is satisfied on reasonable grounds\nthat a person has contravened section 361 in relation to the\nco-operative, the board may do either or both of the following:\n(a) refuse to register a share transfer involving the person;\n(b) suspend a stated right or entitlement a person has as a\nmember of the co-operative or attaching to any shares of the\nco-operative in which the person has a relevant interest.\n(2) The board may ask a person who it suspects has a relevant interest\nin shares of the co-operative to give stated information to the board\nabout the interest.\n(3) A failure by a person to comply with a request under subsection (2)\nis a reasonable ground for being satisfied the person has\ncontravened section 361.\n","sortOrder":375},{"sectionNumber":"366","sectionType":"section","heading":"Powers of Supreme Court about contravention","content":"366 Powers of Supreme Court about contravention\n(1) If a person has contravened section 360 or 361 in relation to a\nco-operative, the Supreme Court may, on the application of the\nco-operative or the Registrar, make any order it considers\nappropriate.\n(2) Without limiting subsection (1), an order may include:\n(a) a remedial order; and\n\nCo-operatives (National Uniform Legislation) Act 2015 232\n(b) for securing compliance with any other order made under this\nsection – an order directing the co-operative or another person\nto do or refrain from doing a stated act.\n(3) An order may be made whether or not the contravention continues.\n(4) Proof to the satisfaction of the Supreme Court at the hearing of an\napplication that:\n(a) a person has a relevant interest in a share of a co-operative\nbecause an associate (within the meaning of Part 2 of\nSchedule 2) of the person has a relevant interest in a share;\nand\n(b) the associate became entitled to the relevant interest within\n6 months before the application was filed with the court;\nis evidence that the associate was an associate of the person from\nthe time the person first had the relevant interest until the date of\nthe hearing.\n","sortOrder":376},{"sectionNumber":"367","sectionType":"section","heading":"Co-operative to inform Registrar of interest over 20%","content":"367 Co-operative to inform Registrar of interest over 20%\n(1) A co-operative must inform the Registrar in writing within 14 days\nafter the board becomes aware that:\n(a) a particular person has a relevant interest in shares of the\nco-operative the nominal value of which is more than 20% of\nthe nominal value of the issued share capital of the\n(b) there has been a change in the number of shares in which a\nperson referred to in paragraph (a) holds a relevant interest.\n(2) The notification must give details of the relevant interest or change\n","sortOrder":377},{"sectionNumber":"368","sectionType":"section","heading":"Co-operative to keep register","content":"368 Co-operative to keep register\n(1) A co-operative must keep a register of notifiable interests.\n(2) The co-operative must enter in the register the names of persons\nfrom whom the co-operative has received a notice under this\nDivision together with the information contained in the notice.\n(3) The register must be open for inspection by a member of the\nco-operative free of charge.\n\nCo-operatives (National Uniform Legislation) Act 2015 233\n","sortOrder":378},{"sectionNumber":"369","sectionType":"section","heading":"Unlisted companies to provide list of shareholders etc.","content":"369 Unlisted companies to provide list of shareholders etc.\n(1) This section applies to a company registered under the\nCorporations Act that is not a listed corporation (within the meaning\nof that Act).\n(2) The Registrar or the board of a co-operative may at any time\nrequest a company to which this section applies that is a member of\na co-operative to give the Registrar and the board a list showing:\n(a) the name of each member of the company; and\n(b) if the company is limited by shares (or by shares and by\nguarantee):\n(i) the number of shares in the company held by each\nmember; and\n(ii) the name of each person who has a relevant interest in a\nshare of the company together with details of the\ninterest; and\n(c) the name of each person who is an associate (within the\nmeaning of the Corporations Act) of the company.\n(3) A list under subsection (2) must be given within 28 days after a\nwritten request for the list is made to the company by the Registrar\nor board.\n(4) The details to be shown on the list are the details as at the date\nstated in the request.\nNote\nSection 91 provides that the board of a co-operative may give directions about\ndisclosure of relevant interests and instructions.\n","sortOrder":379},{"sectionNumber":"370","sectionType":"section","heading":"Excess share interest not to affect loan liability","content":"370 Excess share interest not to affect loan liability\n(1) This section applies if a co-operative has made a loan to a member\nand the member had or has a relevant interest in shares of the\nco-operative in contravention of this Division.\n(2) Until the amount lent to the member has been repaid to the\nco-operative (with the interest payable), the member is liable to\nmake to the co-operative the payments the member would be liable\nto make if all the shares concerned were lawfully held by the\n(3) Security for the repayment of the loan is not affected by a\ncontravention of this Division.\n\nCo-operatives (National Uniform Legislation) Act 2015 234\n","sortOrder":380},{"sectionNumber":"371","sectionType":"section","heading":"Extent of operation of this Division","content":"371 Extent of operation of this Division\nThis Division:\n(a) applies to all individuals, whether resident in this jurisdiction or\nin Australia or not and whether Australian citizens or not, and\nto all bodies corporate or unincorporated, whether\nincorporated or carrying on business in this jurisdiction or in\nAustralia or not; and\n(b) extends to acts done or omitted to be done outside this\njurisdiction, whether in Australia or not.\n","sortOrder":381},{"sectionNumber":"372","sectionType":"section","heading":"Exemptions","content":"372 Exemptions\n(1) The Registrar may, by designated instrument, exempt a person or\nclass of persons from the operation of this Division.\nDivision 2 Restrictions on certain share offers\n","sortOrder":382},{"sectionNumber":"373","sectionType":"section","heading":"Share offers to which this Division applies","content":"373 Share offers to which this Division applies\n(1) This Division applies to the following offers to purchase shares in a\n(a) an offer made as part of a proposal for, or that is conditional\non, the sale of the business or part of the business, as a going\nconcern, of the co-operative;\n(b) an offer made as part of a proposal for, or that is conditional\non, the registration of the co-operative as a company under\nthe Corporations Act;\n(c) an offer made as part of a proposal for, or that is conditional\non, the winding up of the co-operative;\n(d) an offer that would result in a contravention of section 363\nwere the offerer to be registered (immediately after the offer is\nmade) as the holder of the shares that are the subject of the\noffer;\n(e) an offer that would lead to the offerer having a substantial\nshare interest in the co-operative, or to a substantial change\ntaking place in a substantial share interest the offerer has in\nthe co-operative, were the offerer to be registered\n(immediately after the offer is made) as the holder of the\nshares that are the subject of the offer.\n\nCo-operatives (National Uniform Legislation) Act 2015 235\n(2) In subsection (1)(e), substantial share interest and substantial\nchange have the same meanings as they have in section 361.\n","sortOrder":383},{"sectionNumber":"374","sectionType":"section","heading":"Requirements to be satisfied before offer can be made","content":"374 Requirements to be satisfied before offer can be made\n(1) A person must not make an offer to which this Division applies\nunless the making of the offer has been approved:\n(a) by special resolution by a special postal ballot; and\n(b) by the Registrar.\n(2) Despite subsection (1), an offer referred to in section 373(1)(e) can\nbe made even if it has not been approved as referred to in\nsubsection (1) if it is made in circumstances stated in, and in\naccordance with the requirements of, the National Regulations.\n","sortOrder":384},{"sectionNumber":"375","sectionType":"section","heading":"Some offers totally prohibited if they discriminate","content":"375 Some offers totally prohibited if they discriminate\nAn offer referred to in section 373(1)(a) – (d) must not be made at\nall if it operates or would operate to discriminate between members\nwho are active members and members who are not active\n","sortOrder":385},{"sectionNumber":"376","sectionType":"section","heading":"Offers to be submitted to board first","content":"376 Offers to be submitted to board first\n(1) A proposal to make an offer to which this Division applies must in\nthe first instance be submitted to the board of the co-operative.\n(2) The board may decline to put a proposed offer to a special postal\nballot unless arrangements satisfactory to the board have been\nmade for payment to the co-operative of the expenses involved in\nholding the ballot.\n(3) The board may require payment under subsection (2) in advance.\n(4) A requisition for a special postal ballot for this Division cannot be\nserved unless the board has had a reasonable opportunity to\nconsider the proposed offer concerned.\n(5) A period of 28 days is a reasonable opportunity for considering a\nproposed offer but the Registrar may extend the period in a\nparticular case, whether before or after the end of the 28 days, by\nwritten notice to the co-operative.\n\nCo-operatives (National Uniform Legislation) Act 2015 236\n","sortOrder":386},{"sectionNumber":"377","sectionType":"section","heading":"Announcements of proposed takeovers about proposed","content":"377 Announcements of proposed takeovers about proposed\ncompany\n(1) This section applies to an offer to purchase shares in a co-operative\nmade as part of a proposal for, or that is conditional on, the\nregistration of the co-operative as a company (the proposed\ncompany) under the Corporations Act.\n(2) A person must not make a public announcement to the effect the\nperson proposes, or the person and another person or other\npersons together propose, to make takeover offers, or to cause a\ntakeover announcement to be made, in relation to the proposed\ncompany if:\n(a) the person knows the announcement is false or is recklessly\nindifferent as to whether it is true or false; or\n(b) the person has no reasonable grounds for believing the\nperson, or the person and the other person or persons, will be\nable to perform obligations arising under the scheme or\nannouncement or under the Corporations Act in relation to the\nscheme or announcement if a substantial proportion of the\noffers or the offers made under the announcement are\naccepted.\nMaximum penalty: $20 000 or imprisonment for 5 years, or\n(3) If a person makes a public announcement to the effect the person\nproposes, or the person and another person or other persons\ntogether propose, to make a takeover bid in relation to the\nproposed company, the person must proceed to make a takeover\nbid in relation to shares in the company in accordance with the\npublic announcement within 2 months after the day on which the\ncompany is incorporated.\n(4) A person is not liable to be convicted of more than one offence\nunder subsection (3) for any one public announcement.\n(5) A person who contravenes this section (whether or not the person\nis convicted of an offence for the contravention) is liable to pay\ncompensation to a person who suffered loss because of entering\ninto a share transaction in reliance on the public announcement\n\nCo-operatives (National Uniform Legislation) Act 2015 237\n(6) The amount of the compensation is the difference between the\nprice of the shares at which the transaction was entered into and\nthe price of the shares at which the transaction would have been\nlikely to have been entered into if the person had not made the\npublic announcement.\n(7) A person does not contravene subsection (3) and is not liable to\npay compensation for the contravention if it is proved the person\ncould not reasonably have been expected to make the takeover bid\nconcerned:\n(a) because of circumstances that existed when the public\nannouncement was made but of which the person had no\nknowledge and could not reasonably have been expected to\nhave knowledge; or\n(b) because of a change in circumstances after the\nannouncement was made, other than a change in\ncircumstances caused directly or indirectly by the person.\n(8) Expressions used in this section have the same meanings as they\nhad in section 746 of the Corporations Law as applying on\n","sortOrder":387},{"sectionNumber":"378","sectionType":"section","heading":"Additional disclosure requirements for offers involving","content":"378 Additional disclosure requirements for offers involving\nconversion to company\nIf an offer is part of a proposal for, or is conditional on, the\nregistration of the co-operative as a company under the\nCorporations Act, the disclosure statement required to be sent to\nmembers for the special postal ballot must contain the following\nadditional information:\n(a) full particulars of any proposal by which a director will acquire\na relevant interest in a share of the company to be formed;\n(b) other information that:\n(i) is material to the making of a decision by a member\nwhether or not to agree to the making of the offer; and\n(ii) is within the knowledge of the directors; and\n(iii) has not previously been disclosed to the members;\n(c) other information the Registrar directs.\n\nCo-operatives (National Uniform Legislation) Act 2015 238\n","sortOrder":388},{"sectionNumber":"379","sectionType":"section","heading":"Consequences of prohibited offer","content":"379 Consequences of prohibited offer\n(1) If a person makes an offer to purchase shares in a co-operative in\ncontravention of this Division:\n(a) the person cannot be registered as the holder of the shares\n(b) if the transfer of the shares is registered – the person cannot\nvote at a meeting of the co-operative.\n(2) A vote cast by or for a member when the member cannot vote\nbecause of this section must be disregarded.\n","sortOrder":389},{"sectionNumber":"380","sectionType":"section","heading":"Exemptions","content":"380 Exemptions\nco-operative from compliance with a provision of this Division and\nsection 248 in relation to a matter to which this Division applies.\n\nCo-operatives (National Uniform Legislation) Act 2015 239\nChapter 4 Structural and other events for co-operatives\nPart 4.1 Appointment of administrator\nDivision 1 Introductory\n381 Operation of this Part\nThis Part provides 2 methods for the administration of a\nco-operative, as follows:\n(a) administration under the Corporations Act as applying under\nDivision 2;\n(b) administration under Division 3.\nDivision 2 Administration under Corporations Act\n","sortOrder":390},{"sectionNumber":"382","sectionType":"section","heading":"Application of Corporations Act – administration of","content":"382 Application of Corporations Act – administration of\nthis jurisdiction in relation to Part 5.3A and Division 3 of Part 5.9 of\nthe Corporations Act, subject to the following modifications:\n(a) a reference in the provisions to sections 128 and 129 of the\nCorporations Act is to be read as a reference to Division 3 of\nPart 2.2 of this Law;\n(b) a reference in section 436D of the Corporations Act to\n\"section 436A, 436B or 436C\" is to be read as including a\nreference to section 385 of this Law;\n(c) a reference in section 436E(4)(a) or 448B of the Corporations\nAct to an administrator is to be read as not including a\nreference to an administrator appointed under section 385 of\nthis Law;\n(d) a reference in section 440D(2)(b) of the Corporations Act to\nprescribed proceedings is to be read as a reference to\nproceedings prescribed by the local regulations;\n(e) section 444GA of the Corporations Act is taken to include a\nprovision to the effect that the section has effect subject to\nDivisions 7 and 8 of Part 2.4 of this Law;\n\nCo-operatives (National Uniform Legislation) Act 2015 240\n(f) section 446B of the Corporations Act is taken to be omitted;\n(g) the reference in section 600H(2) of the Corporations Act to\n\"a compromise or arrangement under part 5.1\" is to be read\nas a reference to a compromise or arrangement under\nPart 4.4 of this Law;\n(h) the modifications referred to in section 13(3) of this Law so far\nNote\n","sortOrder":391},{"sectionNumber":"383","sectionType":"section","heading":"Appointment of administrator by Registrar in the case of","content":"383 Appointment of administrator by Registrar in the case of\ninsolvency\n(1) The Registrar may appoint a person as an administrator for the\npurposes of Part 5.3A of the Corporations Act (as applying under\nthis Division) if the Registrar is of the opinion that the co-operative\nis insolvent or likely to become insolvent at some future time.\n(2) The person appointed by the Registrar must be a registered\nliquidator within the meaning of the Corporations Act, but the\nRegistrar may appoint a person who is not a registered liquidator if\nthe Registrar forms the view that the likely costs of administration\nby a registered liquidator are excessive taking into account the\nknown assets of the co-operative and the expected extent of debt of\nDivision 3 Administration – alternative procedure\n","sortOrder":392},{"sectionNumber":"384","sectionType":"section","heading":"Operation of this Division","content":"384 Operation of this Division\n(1) The provisions of the Corporations Act as applying under Division 2\ndo not apply to the appointment of an administrator under this\nDivision or to an administrator so appointed.\n(2) This Division does not apply to the appointment of an administrator\nunder section 383 or to an administrator so appointed.\n","sortOrder":393},{"sectionNumber":"385","sectionType":"section","heading":"Appointment of administrator by Registrar","content":"385 Appointment of administrator by Registrar\n(1) The Registrar may, by written notice, appoint an administrator to\nconduct the affairs of a co-operative.\n(2) A notice of appointment must state:\n(a) the date of appointment; and\n(b) the appointee's name; and\n\nCo-operatives (National Uniform Legislation) Act 2015 241\n(c) the appointee's business address.\n(3) If the appointee's name or business address changes, the\nappointee must immediately give written notice of the change to the\n(4) The Registrar must not appoint an administrator unless the\nnecessary grounds for taking the action exist, as referred to in\nsection 455.\n","sortOrder":394},{"sectionNumber":"386","sectionType":"section","heading":"Effect of appointment of administrator","content":"386 Effect of appointment of administrator\n(1) On the appointment of an administrator of a co-operative:\n(a) the directors of the co-operative cease to hold office; and\n(b) all contracts for the provision of secretarial or administrative\nservices for the co-operative are terminated; and\n(c) the administrator may terminate any contract of employment\nwith the co-operative or any contract for providing other\nservices to the co-operative.\n(2) An administrator of a co-operative has the functions of the board of\nthe co-operative, including the board's powers of delegation.\n(3) A director of a co-operative must not be appointed or elected while\nthe administrator is in office except as provided by this Division.\n","sortOrder":395},{"sectionNumber":"387","sectionType":"section","heading":"Revocation of appointment","content":"387 Revocation of appointment\n(1) An administrator holds office until the administrator's appointment is\nrevoked.\n(2) The Registrar may, by written notice, revoke the appointment of an\nadministrator.\n(3) When a liquidator of a co-operative is appointed, the appointment of\nan administrator of the co-operative is automatically revoked.\n(4) Immediately on the revocation of an administrator's appointment,\nthe administrator must prepare and give to the Registrar a report\nshowing how the administration was carried out, and for that\npurpose an administrator has access to the co-operative's books.\n(5) On giving the report and accounting fully for the administration of\nthe co-operative to the satisfaction of the Registrar, the\nadministrator is released from any further duty to account for the\nadministration of the co-operative other than because of fraud,\ndishonesty, negligence or wilful failure to comply with this Law.\n\nCo-operatives (National Uniform Legislation) Act 2015 242\n(6) Before revoking the appointment of an administrator of a\nco-operative, the Registrar must:\n(a) appoint another administrator; or\n(b) appoint a liquidator; or\n(c) ensure directors of the co-operative have been elected under\nthe rules of the co-operative at a meeting called by the\nadministrator under the rules of the co-operative; or\n(d) appoint directors of the co-operative.\n(7) Directors elected or appointed under subsection (6):\n(a) take office on revocation of the administrator's appointment;\nand\n(b) in the case of directors appointed under subsection (6) – hold\noffice until the next annual general meeting of the co-operative\nafter the revocation of the administrator's appointment.\n(8) This section has effect subject to section 390.\n","sortOrder":396},{"sectionNumber":"388","sectionType":"section","heading":"Expenses of administration","content":"388 Expenses of administration\n(1) The expenses of and incidental to the conduct of a co-operative's\naffairs by an administrator are payable from the co-operative's\nfunds.\n(2) The expenses of conducting a co-operative's affairs include:\n(a) if the administrator is not a public sector official –\nremuneration of the administrator at a rate approved by the\nRegistrar; or\n(b) if the administrator is a public sector official – the amount the\nRegistrar certifies should be paid to the Registrar as\nrepayment of the administrator's remuneration.\n(3) An amount certified under subsection (2)(b) may be recovered by\nthe Registrar in a court of competent jurisdiction.\n(4) An administrator has, in relation to the expenses referred to in\nsubsection (1), the same priority on the winding up of a\nco-operative as a liquidator appointed under the Corporations Act\nas applying under this Law has.\nNote\nSubdivision D of Division 6 of Part 5.6 of the Corporations Act contains provisions\nrelating to the priority of payments.\n\nCo-operatives (National Uniform Legislation) Act 2015 243\n","sortOrder":397},{"sectionNumber":"389","sectionType":"section","heading":"Liabilities arising from administration","content":"389 Liabilities arising from administration\n(1) If a co-operative incurs loss because of fraud, dishonesty,\nnegligence or wilful failure to comply with this Law or the rules of\nthe co-operative by an administrator, the administrator is liable for\nthe loss.\n(2) An administrator is not liable for a loss that is not a loss to which\nsubsection (1) applies but must account for the loss in a report\ngiven under section 387.\n","sortOrder":398},{"sectionNumber":"390","sectionType":"section","heading":"Additional powers of Registrar","content":"390 Additional powers of Registrar\n(1) If the Registrar appoints directors of a co-operative under\nsection 387, the Registrar may, by written notice given to the\nco-operative, state:\n(a) a time during which this section is to apply to the co-operative;\nand\n(b) the terms on which all or any of the directors hold office; and\n(c) the rules that are to be the rules of the co-operative.\n(2) While this section applies to a co-operative, the Registrar may:\n(a) remove and appoint directors; and\n(b) vary, revoke or state new terms in place of all or any of the\nterms stated under subsection (1); and\n(c) amend all or any of the rules stated under subsection (1).\n(3) The Registrar may, by written notice given to the co-operative,\nextend the time for which this section is to apply to a co-operative.\n(4) A rule stated by the Registrar under this section to be a rule of a\n(a) must not to be amended other than in the way set out in this\nsection; and\n(b) if it is inconsistent with another rule of the co-operative –\nprevails over the other rule (and the other rule is inoperative to\nthe extent of the inconsistency); and\n(c) has the same evidentiary value as is by this Law accorded to\nthe rules of the co-operative and to copies of them.\n\nCo-operatives (National Uniform Legislation) Act 2015 244\n","sortOrder":399},{"sectionNumber":"391","sectionType":"section","heading":"Stay of proceedings","content":"391 Stay of proceedings\n(1) If the Registrar appoints an administrator to conduct a\nco-operative's affairs, a person must not begin or continue\nproceedings in a court against the co-operative until the\nadministrator's appointment is revoked other than with the leave of\nthe designated tribunal and, if the tribunal gives leave, in\naccordance with any terms the tribunal imposes.\n(2) A person intending to apply for leave of the designated tribunal\nunder subsection (1) must give the Registrar at least 10 days notice\nof intention to apply.\n(3) On the hearing of an application under subsection (1), the Registrar\nmay be represented and may oppose the application.\n","sortOrder":400},{"sectionNumber":"392","sectionType":"section","heading":"Administrator to report to Registrar","content":"392 Administrator to report to Registrar\nOn receipt of a request from the Registrar, the administrator of a\nco-operative must, without delay, prepare and give to the Registrar\na report showing how the administration is being carried out.\nPart 4.2 Receivers and other controllers of property\n","sortOrder":401},{"sectionNumber":"393","sectionType":"section","heading":"Application of Corporations Act – receivers and other","content":"393 Application of Corporations Act – receivers and other\ncontrollers of property of co operatives\nthis jurisdiction in relation to Part 5.2 of the Corporations Act,\n(a) section 416 of the applied provisions is to be read as including\nthe following definitions:\nadministrator means an administrator of a deed of\narrangement appointed under Part 5.3A of the Corporations\nAct, as applying under section 382 of the Co-operatives\nNational Law.\nsenior manager:\n(a) of a – means a person referred to in paragraph (b) of the\ndefinition of officer in section 4 of the Co-operatives\nNational Law; or\n(b) of a corporation other than a co-operative – means a\nsenior manager within the meaning of the Corporations\nAct.\n\nCo-operatives (National Uniform Legislation) Act 2015 245\n(b) section 416 of the applied provisions is to be read as if the\nfollowing definition were substituted for the definition of\nofficer:\nofficer of a co-operative has the meaning given by section 4\nof the Co-operatives National Law and, in relation to a\nparticipating co-operative, includes a local agent of the\n(c) section 417 of the applied provisions is taken to be omitted\nand the following section substituted:\n","sortOrder":402},{"sectionNumber":"417","sectionType":"section","heading":"Application of Part","content":"417 Application of Part\nExcept so far as the contrary intention appears, this Part\napplies in relation to a receiver of property of a co-operative\nwho is appointed after the commencement of section 393 of\nthe Co-operatives National Law in this jurisdiction, even if the\nappointment arose out of a transaction entered into, or an act\nor thing done, before that commencement.\n(d) section 418A(1) of the applied provisions is to be read as if\n\"23 June 1993\" wherever occurring were omitted and \"the\ncommencement of section 393 of the Co-operatives National\nLaw in this jurisdiction\" were substituted;\n(e) section 429(1) of the applied provisions is to be read as if the\nfollowing definition were substituted for the definition of\nreporting officer:\nreporting officer, in relation to a co-operative for property of\nwhich a person is controller, means a person who was on the\ncontrol day:\n(a) for a co-operative – a director or secretary of the co-\noperative; or\n(b) for a participating co-operative – a local agent of the\n(f) a reference in section 432 of the applied provisions to ASIC is\nto be read as a reference to the Registrar, but this paragraph\ndoes not limit the operation of section 15 of this Law;\n(g) the modifications referred to in section 13(3) of this Law so far\nNote\n\nCo-operatives (National Uniform Legislation) Act 2015 246\nPart 4.3 Mergers and transfers of engagements\nDivision 1 Merger or transfer of engagements\n394 Application of this Division\nThis Division does not apply to a merger or transfer of\nengagements to which Chapter 5 applies.\n","sortOrder":403},{"sectionNumber":"395","sectionType":"section","heading":"Mergers and transfers of engagements of local co-operatives","content":"395 Mergers and transfers of engagements of local co-operatives\nAny 2 or more co-operatives may consolidate all or any of their\nassets, liabilities and undertakings by way of merger or transfer of\nengagements approved under this Division.\n","sortOrder":404},{"sectionNumber":"396","sectionType":"section","heading":"Requirements before application can be made","content":"396 Requirements before application can be made\n(1) Before co-operatives can apply for approval under this Division of a\nmerger or transfer of engagements, the proposed merger or\ntransfer must have been approved by each of the co-operatives by:\n(a) a special resolution passed by a special postal ballot; or\n(b) if permitted by subsection (2) – a resolution of the board of the\n(2) The proposed merger or transfer of engagements may be approved\nby resolution of the board of a co-operative if the Registrar\nconsents to the procedure applying in the particular case.\n","sortOrder":405},{"sectionNumber":"397","sectionType":"section","heading":"Disclosure statement required","content":"397 Disclosure statement required\n(1) A resolution of a co-operative is not effective for the purposes of\nthis Division unless this section has been complied with.\n(2) Each co-operative must send to each of its members a disclosure\nstatement approved by the Registrar stating:\n(a) the financial position of each co-operative concerned in the\nproposed merger or transfer of engagements as shown in\nfinancial statements prepared as at a date not more than\n6 months before the date of the statement; and\n(b) any interest any officer of each co-operative has in the\nproposed merger or transfer of engagements; and\n(c) compensation or other consideration proposed to be paid, or\nother incentive proposed to be given, to any officer or member\nof each co-operative in relation to the proposed merger or\ntransfer of engagements; and\n\nCo-operatives (National Uniform Legislation) Act 2015 247\n(d) whether the proposal is a merger or transfer of engagements\nand the reason for the merger or transfer of engagements;\nand\n(e) for a transfer of engagements – whether it is a total or partial\ntransfer of engagements; and\n(f) other information the Registrar directs.\n(3) The disclosure statement must be sent to the members of each\nco-operative so that it will, in the ordinary course of post, reach\neach member who is entitled to vote on the special resolution no\nlater than 21 days before the day on or before which the ballot\npapers must be returned by members voting in the special postal\n(4) The Registrar may, by designated instrument, exempt a\nco-operative from complying with this section.\n(5) The Registrar may give an approval or an exemption under this\nsection unconditionally or subject to conditions.\n","sortOrder":406},{"sectionNumber":"398","sectionType":"section","heading":"Making an application","content":"398 Making an application\n(1) An application for approval of a merger or transfer of engagements\nunder this Division must be made to the Registrar in the approved\nform.\n(2) An application for approval of a merger must be accompanied by\n2 copies of the proposed rules of the merged co-operative and\nother particulars required by the Registrar.\n","sortOrder":407},{"sectionNumber":"399","sectionType":"section","heading":"Approval of merger","content":"399 Approval of merger\n(1) The Registrar must approve a merger under an application under\nthis Division if satisfied:\n(a) this Division and the National Regulations have been complied\nwith in relation to the application; and\n(b) the proposed rules of the merged co-operative are consistent\nwith this Law and may reasonably be approved; and\n(c) the certificates of registration of the co-operatives have been\nsurrendered to the Registrar; and\n(d) there is no good reason why the merged co-operative and its\nrules should not be registered.\n\nCo-operatives (National Uniform Legislation) Act 2015 248\n(2) On approving an application for merger, the Registrar must:\n(a) cancel the registration of the co-operatives involved in the\nmerger; and\n(b) register the merged co-operative and its rules; and\n(c) issue to the merged co-operative a certificate of registration\nunder this Law.\n(3) A merger takes effect on the issue of the certificate of registration\nfor the merged co-operative.\n","sortOrder":408},{"sectionNumber":"400","sectionType":"section","heading":"Approval of transfer of engagements","content":"400 Approval of transfer of engagements\n(1) The Registrar must approve a transfer of engagements under an\napplication under this Division if satisfied:\n(a) this Division has been complied with in relation to the\napplication; and\n(b) the rules or proposed rules of the transferee co-operative are\nadequate; and\n(c) for a total transfer of engagements from a co-operative – the\ncertificate of registration of the co-operative has been\nsurrendered to the Registrar; and\n(d) there is no good reason why the transfer of engagements\nshould not take effect.\n(2) A transfer of engagements takes effect on the day stated in the\napproval of the Registrar.\n","sortOrder":409},{"sectionNumber":"401","sectionType":"section","heading":"Transfer of engagements by direction of Registrar","content":"401 Transfer of engagements by direction of Registrar\n(1) The Registrar may, with the approval of the Minister, direct a\n(a) to transfer its engagements to a co-operative approved by the\n(b) within a period fixed by the Registrar when giving the\ndirection, or the further period the Registrar allows, to enter\ninto an agreement approved by the Registrar to give effect to\nthe transfer of engagements directed.\n(2) The Registrar must not give the direction to a co-operative unless\nthe necessary grounds exist for giving the direction, as referred to\nin section 455.\n\nCo-operatives (National Uniform Legislation) Act 2015 249\n(3) The transfer of engagements must make provision in a way\napproved by the Registrar for the members of the transferor\nco-operative who wish to do so to become members of the\ntransferee co-operative.\n(4) If a co-operative fails to comply with a direction under this section,\nthe Registrar may elect to treat the failure as the necessary\ngrounds:\n(a) for winding up the co-operative on a certificate of the\nRegistrar; or\n(b) for appointing an administrator of the co-operative.\n(5) The Registrar must notify the co-operative of the Registrar's\ndecision under subsection (4).\n(6) The Registrar may revoke a direction under this section at any time\nup until the co-operative has agreed under the direction to transfer\nits engagements.\n(7) A transfer of engagements directed under this section takes effect\non a day notified by the Registrar by designated instrument.\n(8) An officer of a co-operative must not:\n(a) fail to take all reasonable steps to secure compliance by the\nco-operative with a direction given under this section; or\n(b) by a wilful act or omission be the cause of a failure by the\nco-operative to comply with a direction given under this\nMaximum penalty (for subsection (8)): $2 000.\nDivision 2 Transfer of incorporation\n","sortOrder":410},{"sectionNumber":"402","sectionType":"section","heading":"Meaning of new body and transfer","content":"402 Meaning of new body and transfer\nThe registration or incorporation of a co-operative as a corporation\nbecause of an application under this Division is referred to in this\nDivision as its transfer and the corporation concerned is referred to\nin this Division as the new body.\n\nCo-operatives (National Uniform Legislation) Act 2015 250\n","sortOrder":411},{"sectionNumber":"403","sectionType":"section","heading":"Application for transfer","content":"403 Application for transfer\nA co-operative may, subject to obtaining any necessary approvals\nunder this Division, apply to become registered, incorporated or\notherwise established as one of the following:\n(a) a company under the Corporations Act;\n(b) a corporation under legislation of this or any other jurisdiction\nthat is prescribed by the National Regulations or the local\nregulations.\n","sortOrder":412},{"sectionNumber":"404","sectionType":"section","heading":"Requirements before application can be made","content":"404 Requirements before application can be made\n(1) Before an application is made under section 403, the co-operative\nmust, by special resolution passed by a special postal ballot:\n(a) approve the proposed application; and\n(b) decide under what name the co-operative is to apply to be\nregistered, incorporated or otherwise established; and\n(c) adopt constituent documents that may be necessary or\nconsidered desirable.\n(2) An application cannot be made under section 403 in respect of a\nco-operative without share capital unless:\n(a) the application is made at least 2 weeks after a notice has\nbeen published in a newspaper circulating generally in the\ndistrict in which the registered office of the co-operative is\nsituated advising of the proposal to submit the proposed\nspecial resolution to members of the co-operative; and\n(b) either:\n(i) in a case where the new body will have share capital –\nall the members of the co-operative will have an equal\nshareholding; or\n(ii) in any case – the Registrar approves in writing of the\nmaking of the application.\n(3) The name applied for need not be the same as that of the\nco-operative and must not include the word \"Co-operative\" or\nanother word or abbreviation importing a similar meaning.\n(4) The Registrar may, by designated instrument, exempt a\nco-operative from compliance with a provision of this section and\nsection 248 in relation to a matter to which this section applies.\n\nCo-operatives (National Uniform Legislation) Act 2015 251\n(5) An exemption may be given unconditionally or subject to conditions.\n","sortOrder":413},{"sectionNumber":"405","sectionType":"section","heading":"New body ceases to be registered as co-operative","content":"405 New body ceases to be registered as co-operative\nOn the transfer of a co-operative under this Division, it ceases to be\nregistered as a co-operative under this Law.\n","sortOrder":414},{"sectionNumber":"406","sectionType":"section","heading":"Transfer not to impose greater liability etc.","content":"406 Transfer not to impose greater liability etc.\n(1) The constituent documents adopted in the transfer must not:\n(a) impose on the members of the new body who were members\nof the co-operative at the date of transfer any greater or\ndifferent liability to contribute to the assets of the new body\nthan the liability to which they were subject as members of the\n(b) deprive a member of the new body of preferential rights to\ndividends or capital to which the member was entitled as a\nmember of the co-operative at the date of transfer.\n(2) The transfer must result in all persons who were members of the\nco-operative at the date of transfer becoming members of the new\nbody.\n(3) In the case of a transfer of a co-operative having share capital to a\nnew body having share capital, the transfer must result in every\nmember of the co-operative at the date of transfer who held shares\nin the co-operative being the holder of shares in the capital of the\nnew body equal in number and nominal value to the shares held by\nthe member as a member of the co-operative.\nNote\nSection 168(1) provides that \"Even though a person's shares in a co-operative\nhave been forfeited under [Part 2.6], the person is to be taken to be the holder of\nshares in the co-operative (the same in all respects as those that were forfeited)\nfor the following purposes: […] (b) the entitlement of a shareholder when the\nco-operative becomes registered as a company if the relevant special resolution\nunder section 404 is passed within 2 years after the person's shares were\nforfeited\".\n","sortOrder":415},{"sectionNumber":"407","sectionType":"section","heading":"Effect of new certificate","content":"407 Effect of new certificate\nA certificate of registration, incorporation or establishment as the\nnew body issued by the appropriate officer under the law applicable\nto the new body is evidence that all requirements of this Division\nabout the registration, incorporation or establishment have been\n\nCo-operatives (National Uniform Legislation) Act 2015 252\n","sortOrder":416},{"sectionNumber":"408","sectionType":"section","heading":"Copy of new certificate to be given to Registrar","content":"408 Copy of new certificate to be given to Registrar\nOn the transfer of a co-operative under this Division, the new body\nmust immediately give the Registrar a copy of its new certificate of\nregistration, incorporation or establishment.\n","sortOrder":417},{"sectionNumber":"409","sectionType":"section","heading":"New body is a continuation of the co-operative","content":"409 New body is a continuation of the co-operative\n(1) When a co-operative transfers to a new body, the corporation\nconstituted by the new body is taken to be the same entity as the\ncorporation constituted by the co-operative.\nNote\nDivision 3 also applies to a transfer of incorporation under this Division – see\nsection 412.\n(2) If the new body is a company under the Corporations Act,\nsubsection (1) and Division 3 have effect subject to the provisions\nof section 601BM of that Act.\nNote\nSection 601BM of the Corporations Act provides that the registration of a body as\na company under Part 5B.1 of that Act does not:\n(a) create a new legal entity; or\n(b) affect the body's existing property, rights or obligations (except as against\nthe members of the body in their capacity as members); or\n(c) render defective any legal proceedings by or against the body or its\nDivision 3 Effect of merger or transfer on assets and\nliabilities\n","sortOrder":418},{"sectionNumber":"410","sectionType":"section","heading":"How this Division applies to a merger","content":"410 How this Division applies to a merger\n(1) This Division applies to a merger of co-operatives under Division 1.\n(2) In the application of this Division to the merger:\nnew body means the co-operative resulting from the merger.\noriginal body means each co-operative that is a party to the\nmerger.\nrelevant day means the day on which the merged co-operative is\nregistered under this Law.\n\nCo-operatives (National Uniform Legislation) Act 2015 253\n","sortOrder":419},{"sectionNumber":"411","sectionType":"section","heading":"How this Division applies to a transfer of engagements","content":"411 How this Division applies to a transfer of engagements\n(1) This Division applies to a transfer of engagements of a co-operative\nto another co-operative under Division 1.\n(2) In the application of this Division to the transfer of engagements:\nnew body means the co-operative to which the engagements are\ntransferred.\noriginal body means the co-operative that transfers its\nengagements.\nrelevant day means the day on which the transfer of engagements\ntakes effect.\n","sortOrder":420},{"sectionNumber":"412","sectionType":"section","heading":"How this Division applies to a transfer of incorporation","content":"412 How this Division applies to a transfer of incorporation\n(1) This Division applies to a transfer of incorporation under Division 2.\n(2) In the application of this Division to the transfer of incorporation:\nnew body means the corporation resulting from the transfer.\noriginal body means the co-operative transferring its incorporation.\nrelevant day means the day on which the transfer takes effect.\n","sortOrder":421},{"sectionNumber":"413","sectionType":"section","heading":"Effect of merger or transfer on assets and liabilities","content":"413 Effect of merger or transfer on assets and liabilities\n(1) In this section:\nassets means a legal or equitable estate or interest (whether\npresent or future, whether vested or contingent and whether\npersonal or assignable) in real or personal property of any\ndescription (including money), and includes securities, choses in\naction and documents.\ninstrument means an instrument (other than this Law) that creates,\nchanges or extinguishes rights or liabilities (or would do so if filed or\nregistered under any law), and includes a judgment, order and\nprocess of a court.\nliabilities means liabilities, debts and obligations (whether present\nor future, whether vested or contingent and whether personal or\nassignable).\nrights means any rights, powers, privileges or immunities (whether\npresent or future, whether vested or contingent and whether\npersonal or assignable).\n\nCo-operatives (National Uniform Legislation) Act 2015 254\n(2) On and from the relevant day for an event to which this Division\napplies:\n(a) the assets of the original body vest in the new body without\nthe need for a conveyance, transfer, assignment or\nassurance; and\n(b) the rights and liabilities of the original body become the rights\nand liabilities of the new body; and\n(c) all proceedings by or against the original body pending\nimmediately before the relevant day are taken to be\nproceedings pending by or against the new body; and\n(d) an act, matter or thing done or omitted to be done by, to or in\nrelation to the original body before the relevant day is (to the\nextent to which the act, matter or thing has any force or effect)\ntaken to have been done or omitted by, to or in relation to the\nnew body; and\n(e) a reference in an instrument or in a document of any kind to\nthe original body is to be read as, or as including, a reference\nto the new body.\n(3) The operation of this section is not to be regarded:\n(a) as a breach of contract or confidence or otherwise as a civil\nwrong; or\n(b) as a breach of a contractual provision prohibiting, restricting or\nregulating the assignment or transfer of assets, rights or\nliabilities; or\n(c) as giving rise to a remedy by a party to an instrument, or as\ncausing or permitting the termination of an instrument,\nbecause of a change in the beneficial or legal ownership of an\nasset, right or liability.\nPart 4.4 Compromises and arrangements\nDivision 1 General requirements\n414 Requirements for binding compromise or arrangement\n(1) A compromise or arrangement is binding only if it is approved by\norder of the Supreme Court and it is agreed to:\n(a) if the compromise or arrangement is between the co-operative\nand any of its creditors – at a court ordered meeting by a\n\nCo-operatives (National Uniform Legislation) Act 2015 255\nmajority in number of the creditors concerned who are present\nand voting (in person or by proxy), being a majority whose\ndebts or claims against the co-operative amount to at\nleast 75% of the total of the debts and claims of all creditors\nwho are present and voting (in person or by proxy); or\n(b) if the compromise or arrangement is between the co-operative\nand any of its members – by the members concerned, by\nspecial resolution passed by a special postal ballot.\n(2) The court ordered meeting referred to in subsection (1)(a) is a\nmeeting called in accordance with an order of the Supreme Court\nunder this Part.\n(3) The Supreme Court may give its approval to a compromise or\narrangement subject to the amendments or conditions it considers\nappropriate.\n(4) An order of the Supreme Court approving a compromise or\narrangement does not have effect until an office copy of the order is\nfiled with the Registrar.\n(5) On the copy being filed, the order takes effect from the date of filing\nor the earlier date the Supreme Court states in the order.\n","sortOrder":422},{"sectionNumber":"415","sectionType":"section","heading":"Court ordered meeting of creditors","content":"415 Court ordered meeting of creditors\n(1) If a compromise or arrangement is proposed between a\nco-operative and any of its creditors, the Supreme Court may, on\napplication by an appropriate person, order a meeting or meetings\nof the creditors concerned.\n(2) An appropriate person to apply for an order is:\n(a) the co-operative; or\n(b) a member of the co-operative; or\n(c) one of the creditors concerned; or\n(d) for a co-operative being wound up – the liquidator.\n(3) The meeting must be called in the way and be held in the place or\nplaces (in this jurisdiction or elsewhere) the Supreme Court directs.\n(4) In considering whether to make an order for a meeting to be held in\nanother jurisdiction, the Supreme Court may have regard to where\ncreditors concerned reside.\n\nCo-operatives (National Uniform Legislation) Act 2015 256\n","sortOrder":423},{"sectionNumber":"416","sectionType":"section","heading":"Registrar to be given notice and opportunity to make","content":"416 Registrar to be given notice and opportunity to make\nsubmissions\n(1) The Supreme Court may make an order under this Division if the\ncourt is satisfied:\n(a) at least 14 days notice of the hearing of the application for the\norder, or a shorter period of notice the court or the Registrar\npermits, has been given to the Registrar; and\n(b) the Registrar has had a reasonable opportunity to examine the\nterms of, and make submissions to the court in relation to, the\nproposed compromise or arrangement concerned and a draft\nexplanatory statement relating to it.\ndraft explanatory statement means a statement:\n(a) explaining the effect of the proposed compromise or\narrangement and, in particular, stating:\n(i) material interests of the directors of the co-operative,\nwhether as directors, as members or creditors of the\nco-operative or otherwise; and\n(ii) the effect on the interests of the proposed compromise\nor arrangement in so far as the effect is different from\nthe effect on the like interests of other persons; and\n(b) setting out information prescribed by the National Regulations;\nand\n(c) setting out other information that:\n(i) is material to the making of a decision by a creditor or\nmember of the co-operative whether or not to agree to\nthe proposed compromise or arrangement; and\n(ii) is within the knowledge of the directors of the\n(iii) has not previously been disclosed to the creditors or\nmembers of the co-operative.\n\nCo-operatives (National Uniform Legislation) Act 2015 257\n417 Results of 2 or more meetings\nIf the Supreme Court orders 2 or more meetings of creditors to be\nheld in relation to a proposed compromise or arrangement:\n(a) the meetings are taken to form a single meeting; and\n(b) the votes in favour of the proposed compromise or\narrangement cast at each of the meetings are to be totalled;\nand\n(c) the votes against the proposed compromise or arrangement\ncast at each of the meetings are to be totalled.\n","sortOrder":424},{"sectionNumber":"418","sectionType":"section","heading":"Persons disqualified from administering compromise or","content":"418 Persons disqualified from administering compromise or\narrangement\n(1) Except with the leave of the Supreme Court, a person must not be\nappointed to administer, and must not administer, a compromise or\narrangement approved under this Law between a co-operative and\nany of its creditors or members, whether by the terms of the\ncompromise or arrangement or under a power given by the terms of\na compromise or arrangement, if the person:\n(a) is a mortgagee of a property of the co-operative; or\n(b) is an auditor or an officer of the co-operative; or\n(c) is an officer of a corporation that is a mortgagee of property of\n(d) is not a registered liquidator, unless the person is a\ncorporation authorised under a law of this jurisdiction to\nadminister the compromise or arrangement concerned; or\n(e) is an officer of a corporation related to the co-operative; or\n(f) unless the Registrar directs in writing that this paragraph does\nnot apply in relation to the person and the co-operative – has\nwithin the last year been an officer or promoter of the\nco-operative or of a related corporation.\n(2) This section does not disqualify a person from administering a\ncompromise or arrangement under an appointment validly made\nbefore the commencement of this section in this jurisdiction.\n\nCo-operatives (National Uniform Legislation) Act 2015 258\n","sortOrder":425},{"sectionNumber":"419","sectionType":"section","heading":"Application of Corporations Act to person appointed to","content":"419 Application of Corporations Act to person appointed to\nadminister compromise or arrangement\nThe provisions of sections 425, 427(1A) and (2), 428, 432 and 434\nof the Corporations Act as applying under this Law apply to a\nperson appointed to administer a compromise or arrangement in\nrelation to a co-operative, as if:\n(a) the appointment were an appointment of the person as a\nreceiver and manager of property of the co-operative; and\n(b) a reference in those sections to a receiver were a reference to\nthe person.\n","sortOrder":426},{"sectionNumber":"420","sectionType":"section","heading":"Application of Corporations Act – person appointed to","content":"420 Application of Corporations Act – person appointed to\nadminister compromise or arrangement\nA person appointed to administer a compromise or arrangement is\njurisdiction in relation to section 536 of the Corporations Act,\n(a) that section applies as if the appointment were an\nappointment of the person as a liquidator of the co-operative;\n(b) a reference in that section to a liquidator is taken to be a\nreference to the person;\nNote\n","sortOrder":427},{"sectionNumber":"421","sectionType":"section","heading":"Copy of order to be attached to rules","content":"421 Copy of order to be attached to rules\n(1) A co-operative must ensure a copy of an order of the Supreme\nCourt approving a compromise or arrangement is attached to each\ncopy of the rules of the co-operative issued after the order is made.\n(2) The Supreme Court may, by order, exempt a co-operative from\ncompliance with this section or decide the period during which the\nco-operative must comply.\n\nCo-operatives (National Uniform Legislation) Act 2015 259\n","sortOrder":428},{"sectionNumber":"422","sectionType":"section","heading":"Directors to arrange for reports","content":"422 Directors to arrange for reports\n(1) When a compromise or arrangement (whether or not for a scheme\nfor the reconstruction of a co-operative or the merger of 2 or more\nco-operatives) has been proposed, the directors of the co-operative\nmust:\n(a) if a meeting of the members of the co-operative by resolution\ndirects – instruct the accountants or Australian legal\npractitioners or both named in the resolution to report on the\nproposals and send their report or reports to the directors as\nsoon as practicable; and\n(b) make the report or reports available at the registered office of\nthe co-operative for inspection by the members and creditors\nof the co-operative at least 7 days before the day of the\nmeeting ordered by the Supreme Court or the holding of the\nspecial postal ballot, as appropriate.\n(2) If this section is not complied with, each director of the co-operative\ncommits an offence.\n","sortOrder":429},{"sectionNumber":"423","sectionType":"section","heading":"Power of Court to restrain further proceedings","content":"423 Power of Court to restrain further proceedings\n(1) If a proposed compromise or arrangement is made between a\nco-operative and any of its creditors and no order has been made\nor resolution passed for the winding up of the co-operative, the\nSupreme Court may restrain further proceedings in an action or\nother civil proceedings against the co-operative except by leave of\nthe court and on the terms the court imposes.\n(2) The Supreme Court's power under this section is in addition to any\nof its other powers and must not be exercised except on application\nby the co-operative or a creditor or member of the co-operative.\n","sortOrder":430},{"sectionNumber":"424","sectionType":"section","heading":"Court need not approve compromise or arrangement","content":"424 Court need not approve compromise or arrangement\ntakeovers\n(1) The Supreme Court need not approve a compromise or\narrangement unless:\n(a) it is satisfied the compromise or arrangement has not been\nproposed for enabling a person to avoid the operation of any\nprovision of Division 2 of Part 3.5; and\n\nCo-operatives (National Uniform Legislation) Act 2015 260\n(b) there is produced to the court a written statement by the\nRegistrar stating the Registrar has no objection to the\ncompromise or arrangement.\n(2) The Supreme Court need not approve a compromise or\narrangement merely because a statement by the Registrar stating\nthe Registrar has no objection to the compromise or arrangement\nhas been produced to the court.\n","sortOrder":431},{"sectionNumber":"425","sectionType":"section","heading":"Provisions for facilitating reconstructions and mergers","content":"425 Provisions for facilitating reconstructions and mergers\n(1) This section applies if an application is made to the Supreme Court\nunder this Division for the approval of a compromise or\narrangement and it is shown to the court that:\n(a) the compromise or arrangement has been proposed for a\nscheme for the reconstruction of a co-operative or the merger\nof a co-operative with another co-operative or another\ncorporation; and\n(b) under the scheme all or part of the business or of the property\nof a co-operative concerned in the scheme (the transferor) is\nto be transferred to another corporation (the transferee),\nexcept a company within the meaning of the Corporations Act.\n(2) If this section applies, the Supreme Court may, either by the order\napproving the compromise or arrangement or by a later order,\nprovide for any one or more of the following:\n(a) the transfer to the transferee of all or part of the business and\nthe property or liabilities of the transferor;\n(b) the allotting or appropriation by the transferee of shares,\ndebentures, policies or other interests in the transferee that,\nunder the compromise or arrangement, are to be allotted or\nappropriated by the transferee to or for a person;\n(c) the continuation by or against the transferee of legal\nproceedings pending by or against the transferor;\n(d) the deregistration, without winding up, of the transferor;\n(e) provision to be made for persons who, within the time and in\nthe way the court directs, dissent from the compromise or\narrangement;\n(f) the transfer or allotment of an interest in property to a person\nconcerned in the compromise or arrangement;\n\nCo-operatives (National Uniform Legislation) Act 2015 261\n(g) the incidental, consequential and supplemental matters\nnecessary to ensure the reconstruction or merger is fully and\neffectively carried out.\n(3) If an order made under this section provides for the transfer of\nproperty or liabilities, then, by virtue of the order:\n(a) the property is transferred to and vests in the transferee free,\nfor a particular property if the order so directs, from a security\ninterest that is under the compromise or arrangement to cease\nto have effect; and\n(b) the liabilities are transferred to and become the liabilities of the\ntransferee.\n(4) If an order is made under this section, each body to which the order\nrelates must, within 14 days after the making of the order, file with\nthe Registrar an office copy of the order.\nco-operative includes a participating co-operative registered,\nformed or incorporated under a law of another jurisdiction.\nliabilities includes duties of any description, including duties that\nare of a personal character or are incapable under the general law\nof being assigned or performed vicariously.\nproperty includes rights and powers of any description, including\nrights and powers that are of a personal character and are\nincapable under the general law of being assigned or performed\nvicariously.\n","sortOrder":432},{"sectionNumber":"426","sectionType":"section","heading":"Costs for Registrar","content":"426 Costs for Registrar\nWithout limiting any power of the Supreme Court to award costs,\nthe court may make an order as to costs in favour of the Registrar\nin connection with an appearance by or on behalf of the Registrar in\nproceedings under this Division.\nDivision 2 Explanatory statements\n","sortOrder":433},{"sectionNumber":"427","sectionType":"section","heading":"Explanatory statement required to accompany notice of","content":"427 Explanatory statement required to accompany notice of\nmeeting etc.\n(1) An explanatory statement must accompany every notice sent:\n(a) to a creditor of a co-operative calling the court ordered\nmeeting to obtain agreement to the compromise or\narrangement; or\n\nCo-operatives (National Uniform Legislation) Act 2015 262\n(b) to a member of a co-operative for the conduct of the special\npostal ballot to obtain agreement to the compromise or\narrangement.\n(2) In every notice of a meeting referred to in subsection (1) given by\nadvertisement, there must be included either a copy of the\nexplanatory statement or notification of the place at which and the\nway in which creditors entitled to attend the meeting may obtain\ncopies of the explanatory statement.\n(3) The explanatory statement must:\n(a) explain the effect of the compromise or arrangement and, in\nparticular, state:\n(i) material interests of the directors, whether as directors,\nas members or creditors of the co-operative or\notherwise; and\n(ii) the effect on the interests of the compromise or\narrangement in so far as the effect is different from the\neffect on the like interests of other persons; and\n(b) state the information prescribed by the National Regulations;\nand\n(c) state other information that:\n(i) is material to the making of a decision by a creditor or\nmember whether or not to agree to the compromise or\narrangement; and\n(ii) is within the knowledge of the directors; and\n(iii) has not previously been disclosed to the creditors or\n(4) Subsection (1)(a) does not apply to a creditor whose debt is not\nmore than $200 (or another amount prescribed by the National\nRegulations) unless the Supreme Court otherwise orders.\n(5) The notice calling the meeting sent to a creditor referred to in\nsubsection (1)(a) must state a place at which a copy of the\nexplanatory statement can be obtained on request.\n(6) The co-operative must comply with a request under subsection (5)\nas soon as practicable.\n\nCo-operatives (National Uniform Legislation) Act 2015 263\n","sortOrder":434},{"sectionNumber":"428","sectionType":"section","heading":"Requirements for explanatory statement","content":"428 Requirements for explanatory statement\n(1) An explanatory statement must be as approved by the Registrar.\n(2) If the compromise or arrangement affects the rights of debenture\nholders, the explanatory statement must state:\n(a) material interests of the trustees for the debenture holders,\nwhether as trustees for the debenture holders, as members or\ncreditors of the co-operative or otherwise; and\n(b) the effect on the interests of the compromise or arrangement\nto the extent that the effect is different from the effect on the\nlike interests of other persons.\n(3) If a notice given by advertisement includes a notification that copies\nof the explanatory statement can be obtained in a particular way,\nthe co-operative must give a copy of the statement free of charge to\neach creditor or member entitled to attend the meeting or vote in\nthe ballot who applies for it in the appropriate way.\n(4) Each person who is a director or trustee for debenture holders must\ngive notice to the co-operative of the matters relating to the person\nrequired to be included in the explanatory statement.\n","sortOrder":435},{"sectionNumber":"429","sectionType":"section","heading":"Contravention of this Division – offence by co-operative","content":"429 Contravention of this Division – offence by co-operative\n(1) If a provision of this Division is contravened, the co-operative\nconcerned and any other person involved in the contravention\ncommits an offence.\nNote\n(2) It is a defence to a prosecution for an offence under subsection (1)\nif it is proved the contravention was because of the failure of a\nperson (other than the defendant), who is a director of the\nco-operative or a trustee for debenture holders of the co-operative,\nto supply for the explanatory statement particulars of the person's\ninterests.\n\nCo-operatives (National Uniform Legislation) Act 2015 264\nDivision 3 Acquisition of shares of dissenting shareholders\n","sortOrder":436},{"sectionNumber":"430","sectionType":"section","heading":"Definitions","content":"430 Definitions\ndissenting shareholder, in relation to a scheme or contract,\nmeans a shareholder who has not assented to the scheme or\ncontract or who has failed to transfer the shareholder's shares\nunder the scheme or contract.\nexcluded shares, in relation to a scheme or contract involving a\ntransfer to a person of shares in a class of shares in a co-operative,\nmeans shares in the class that, when the offer relating to the\nscheme or contract is made, are held by:\n(a) in any case – the person or a nominee of the person; or\n(b) if the person is a corporation – a subsidiary of the corporation.\n","sortOrder":437},{"sectionNumber":"431","sectionType":"section","heading":"Schemes and contracts to which this Division applies","content":"431 Schemes and contracts to which this Division applies\n(1) This Division applies to a scheme or contract involving a transfer of\nshares in a co-operative (the transferor) to a person (the transferee)\nthat has, within 4 months after the making of the offer relating to the\nscheme or contract by the transferee, been approved by the\nholders of at least 90% in nominal value of all the shares concerned\n(other than excluded shares).\n(2) This Division does not apply to a scheme or contract arising out of\nthe making of an offer to which Division 2 of Part 3.5 applies.\n","sortOrder":438},{"sectionNumber":"432","sectionType":"section","heading":"Acquisition of shares pursuant to notice to dissenting","content":"432 Acquisition of shares pursuant to notice to dissenting\nshareholder\n(1) The transferee under the scheme or contract may, within 2 months\nafter the offer is approved, give notice as prescribed by the National\nRegulations (a compulsory acquisition notice) to a dissenting\nshareholder that the transferee wishes to acquire the shares held\nby the shareholder.\n(2) If a compulsory acquisition notice is given, the dissenting\nshareholder may, by written notice given to the transferee within\none month after the day the compulsory acquisition notice was\ngiven, ask for a statement in writing of the names and addresses of\nall other dissenting shareholders as shown in the register of\nmembers and the transferee must give the statement.\n\nCo-operatives (National Uniform Legislation) Act 2015 265\n(3) Having given the compulsory acquisition notice, the transferee is,\nunless the Supreme Court orders to the contrary, entitled and\nbound to acquire those shares on the terms on which, under the\nscheme or contract, the shares of the approving shareholders are\nto be transferred to the transferee.\n(4) The Supreme Court may give an order to the contrary only on the\napplication of the dissenting shareholder made within the later\nof 28 days after the compulsory acquisition notice was given\nor 14 days after any statement asked for under subsection (2) was\ngiven.\n(5) If alternative terms are offered to the approving shareholders:\n(a) the dissenting shareholder is entitled to elect which of the\nterms are preferred but must make the election within the time\nallowed for making an application to the Supreme Court under\nsubsection (4); and\n(b) if the dissenting shareholder fails to make the election within\nthe time – the transferee may, unless the Supreme Court\notherwise orders, decide which of the terms is to apply to the\nacquisition of the shares of the dissenting shareholder.\n","sortOrder":439},{"sectionNumber":"433","sectionType":"section","heading":"Restrictions when excluded shares are more than 10%","content":"433 Restrictions when excluded shares are more than 10%\nIf the nominal value of excluded shares is more than 10% of the\ntotal nominal value of all the shares (including excluded shares) to\nbe transferred under the scheme or contract, section 432 does not\napply unless:\n(a) the transferee offers the same terms to all holders of the\nshares (other than excluded shares) to be transferred under\nthe scheme or contract; and\n(b) the holders who approve the scheme or contract together hold\nat least 90% in nominal value of the shares (other than\nexcluded shares) to be transferred under the scheme or\ncontract and are also at least 75% in number of the holders of\nthe shares (with joint owners of shares being counted as one\nperson).\n","sortOrder":440},{"sectionNumber":"434","sectionType":"section","heading":"Remaining shareholders may require acquisition","content":"434 Remaining shareholders may require acquisition\n(1) If, under a scheme or contract to which this Division applies, the\ntransferee becomes beneficially entitled to shares in the transferor\nthat, together with other shares in the transferor to which the\ntransferee or a corporation related to the transferee is beneficially\nentitled, comprise or include 90% in nominal value of the shares\nconcerned:\n\nCo-operatives (National Uniform Legislation) Act 2015 266\n(a) the transferee must, within 28 days after becoming beneficially\nentitled to the shares, give notice of the fact as prescribed by\nthe National Regulations to the holders of the remaining\nshares concerned who, when the notice was given, had not:\n(i) assented to the scheme or contract; or\n(ii) been given a compulsory acquisition notice by the\ntransferee under this Division; and\n(b) a holder referred to in paragraph (a) may, within 3 months\nafter being given the notice, by notice to the transferee require\nthe transferee to acquire the holder's shares and, if alternative\nterms were offered to the approving shareholders, elect which\nof the terms the holder will accept.\n(2) If a shareholder gives notice under this section in relation to the\nshareholder's shares, the transferee is entitled and bound to\nacquire them:\n(a) on the terms on which under the scheme or contract the\nshares of the approving shareholders were transferred to the\ntransferee and, if alternative terms were offered to the\nshareholders, on the terms for which the shareholder has\nelected, or, if no election is made, for whichever of the terms\nthe transferee decides; or\n(b) on other terms that may be agreed or as the Supreme Court,\non the application of the transferee or of the shareholder,\nconsiders appropriate to order.\n","sortOrder":441},{"sectionNumber":"435","sectionType":"section","heading":"Transfer of shares pursuant to compulsory acquisition","content":"435 Transfer of shares pursuant to compulsory acquisition\n(1) A transferee who has given a compulsory acquisition notice must:\n(a) send a copy of the notice to the transferor together with an\ninstrument of transfer for the shares the transferee is entitled\nto acquire under this Division and executed, on the\nshareholder's behalf, by a person appointed by the transferee\nand, on the transferee's own behalf, by the transferee; and\n(b) pay, allot or transfer to the transferor the consideration for the\nshares.\n(2) The transferee must do so within 14 days after whichever of the\nfollowing happens last:\n(a) the period of 28 days after the day on which the compulsory\nacquisition notice was given ends;\n\nCo-operatives (National Uniform Legislation) Act 2015 267\n(b) the period of 14 days after a statement of the names and\naddresses of dissenting shareholders is supplied under this\nDivision ends;\n(c) if an application has been made to the Supreme Court by a\ndissenting shareholder – the application is disposed of.\n(3) When the transferee has complied with this section, the transferor\nmust register the transferee as the holder of the shares.\n(4) This section does not apply if the Supreme Court, on the application\nof the dissenting shareholder, orders to the contrary.\n","sortOrder":442},{"sectionNumber":"436","sectionType":"section","heading":"Disposal of consideration for shares compulsorily acquired","content":"436 Disposal of consideration for shares compulsorily acquired\n1 Amounts received to be paid to ADI account and held in trust\nAmounts received by the transferor under this Division must be paid\ninto a separate authorised deposit-taking institution account and the\namounts, and any other consideration received, are to be held by\nthe transferor in trust for the persons entitled to the shares in\nrelation to which they were respectively received.\n2 Transfer of amounts or property to Registrar after 2 years\nIf an amount or other property received by the transferor under this\nDivision has been held in trust by the transferor for a person for at\nleast 2 years, the transferor must pay the amount or transfer the\nconsideration, and any accretions to it and any property that may\nbecome substituted for it or for part of it, to the Registrar.\n3 Application of Corporations Act\nAnything paid or transferred to the Registrar under subsection (2) is\njurisdiction in relation to Part 9.7 of the Corporations Act, subject to\nthe following modifications:\n(a) a reference in the provisions to unclaimed property is to be\nread as a reference to whatever was paid or transferred to the\nRegistrar under subsection (2);\n(b) if the Co-operatives National Law Act of this jurisdiction or the\nlocal regulations so provide:\n(i) references in section 1339 of the Corporations Act to\ncrediting an amount to the Companies and Unclaimed\nMoneys Special Account are to be read as references to\ndealing with the amount in a manner specified in the\n\nCo-operatives (National Uniform Legislation) Act 2015 268\nCo-operatives National Law Act of this jurisdiction or the\nlocal regulations for the purposes of this subparagraph;\nor\n(ii) section 1341(1) and (2) of the Corporations Act are\ntaken to be omitted and replaced by provisions specified\nin the Co-operatives National Law Act of this jurisdiction\nor the local regulations for the purposes of this\nsubparagraph;\nor both;\nNote\n4 Timing for transfer to Registrar\nThe transferor must comply with subsection (2) before the end\nof 10 years after the day on which the amount was paid, or the\nconsideration was allotted or transferred, to the transferor.\nDivision 4 Miscellaneous\n","sortOrder":443},{"sectionNumber":"437","sectionType":"section","heading":"Notification of appointment of scheme manager","content":"437 Notification of appointment of scheme manager\nWithin 14 days after being appointed to administer a compromise or\narrangement approved under this Part, a person must file with the\nRegistrar a written notice of the appointment.\n","sortOrder":444},{"sectionNumber":"438","sectionType":"section","heading":"Power of Supreme Court to require reports","content":"438 Power of Supreme Court to require reports\nIf an application is made to the Supreme Court under this Part in\nrelation to a proposed compromise or arrangement, the court may:\n(a) before making an order on the application, require the\nRegistrar or another person to give to the court a report as to:\n(i) the terms of the compromise or arrangement or of the\nscheme for, or in relation to, which the compromise or\narrangement has been proposed; and\n(ii) the conduct of the officers of the body or bodies\n\nCo-operatives (National Uniform Legislation) Act 2015 269\n(iii) any other matters that, in the opinion of the Registrar or\nthe person, ought to be brought to the attention of the\ncourt; and\n(b) in deciding the application, have regard to anything contained\nin the report; and\n(c) make any order as to the payment of the costs of preparing\nand giving the report as the court considers appropriate.\n","sortOrder":445},{"sectionNumber":"439","sectionType":"section","heading":"Effect of out-of-jurisdiction compromise or arrangement","content":"439 Effect of out-of-jurisdiction compromise or arrangement\n(1) A compromise or arrangement that is binding on any creditors of a\nparticipating co-operative because of a provision of the law of\nanother jurisdiction that corresponds to this Part is also binding on\nthe creditors of the participating co-operative whose debts are\nrecoverable by action in a court of this jurisdiction.\n(2) If a court of another jurisdiction makes an order under a provision of\nthe law of that jurisdiction that corresponds to a provision of this\nPart, the order is taken to have been made by the Supreme Court\nof this jurisdiction under the corresponding provision of this Law,\nand has effect and may be enforced accordingly.\n","sortOrder":446},{"sectionNumber":"440","sectionType":"section","heading":"Jurisdiction to be exercised in harmony with Corporations Act","content":"440 Jurisdiction to be exercised in harmony with Corporations Act\nThe jurisdiction of the Supreme Court under this Part is intended to\ncomplement the Supreme Court's jurisdiction under the\nCorporations Act (as applying under this Law) and should be\nexercised in harmony with the jurisdiction.\n","sortOrder":447},{"sectionNumber":"441","sectionType":"section","heading":"Registrar may appear and be heard","content":"441 Registrar may appear and be heard\nIn proceedings before the Supreme Court under this Part, the\nRegistrar is entitled to appear and be heard, either in person or by\nthe Registrar's properly appointed representative.\nPart 4.5 Winding up\n","sortOrder":448},{"sectionNumber":"442","sectionType":"section","heading":"Methods of winding up","content":"442 Methods of winding up\nA co-operative may be wound up:\n(a) on a certificate of the Registrar; or\n(b) voluntarily; or\n(c) by the Supreme Court.\n\nCo-operatives (National Uniform Legislation) Act 2015 270\n","sortOrder":449},{"sectionNumber":"443","sectionType":"section","heading":"Winding up on Registrar's certificate","content":"443 Winding up on Registrar's certificate\n(1) A co-operative may be wound up on a certificate of the Registrar\nonly if the necessary grounds for taking the action exist, as referred\nto in section 455.\n(2) A winding up on a certificate of the Registrar starts when the\ncertificate is given.\n(3) On the giving of a certificate, the Registrar may appoint a person to\nbe the liquidator of the co-operative.\n(4) The person appointed by the Registrar must be a registered\nliquidator within the meaning of the Corporations Act, but the\nRegistrar may appoint a person who is not a registered liquidator if\nthe Registrar forms the view that the likely costs of administration\nby a registered liquidator are excessive taking into account the\nknown assets of the co-operative and the expected extent of debt of\n(5) The liquidator must, within 10 days after appointment, give notice of\nhis or her appointment by designated instrument.\n(6) A vacancy occurring in the office of liquidator is to be filled by a\nperson appointed by the Registrar.\n(7) The Registrar may fix:\n(a) the security to be given by a liquidator; and\n(b) the fees payable to a liquidator.\n","sortOrder":450},{"sectionNumber":"444","sectionType":"section","heading":"Application of Corporations Act – voluntary winding up and","content":"444 Application of Corporations Act – voluntary winding up and\ncourt-ordered winding up\n1 Application of this section\nThis section applies to the winding up of a co-operative:\n(a) voluntarily; or\n(b) by the Supreme Court.\n2 Winding up of co-operatives\nA co-operative may be wound up in the same way and in the same\ncircumstances as a company under the Corporations Act may be\nwound up.\n\nCo-operatives (National Uniform Legislation) Act 2015 271\n3 Application of Corporations Act\nThe winding up of a co-operative is declared to be an applied\napplication legislation of this jurisdiction in relation to\nParts 5.4, 5.4A, 5.4B, 5.5 and 5.6 of the Corporations Act, subject\nto the following modifications:\n(a) a reference in section 459B or 459C of the Corporations Act to\nsection 234 of that Act is to be read as a reference to\nsection 133 of this Law;\n(b) section 462(2)(h) of the Corporations Act is taken to be\n(c) the reference in section 464 of the Corporations Act to an\ninvestigation under Division 1 of Part 3 of the ASIC Act is to be\nread as a reference or an investigation or inquiry under this\nLaw;\n(d) a reference in section 467B of the Corporations Act to\nsection 233 is to be read as a reference to section 134 of this\nLaw;\n(e) section 470(3) of the Corporations Act is to be read as if the\nwords \", and subsection 1274(2) applies in relation to the\ndocument containing those particulars and to the office copy\nas if they were documents lodged with ASIC\" were omitted;\n(f) section 495 of the Corporations Act is to be read as being\nsubject to section 445 of this Law;\n(g) section 513B of the Corporations Act is to be read as if it were\namended by inserting after paragraph (d):\n(da) if, when the resolution was passed, a winding up of the\nco-operative on the certificate of the Registrar was\nalready in progress – on the date that the certificate was\ngiven; or\n(h) section 516 of the Corporations Act is to be read as if it were\namended by inserting after \"past member\", \"together with any\ncharges payable by him or her to the co-operative in\naccordance with the rules of the co-operative\";\n(i) section 521 of the Corporations Act is to be read as being\nsubject to section 450 of this Law;\n\nCo-operatives (National Uniform Legislation) Act 2015 272\n(j) references in section 544 of the Corporations Act to dealing\nwith money under Part 9.7 of that Act are to be read as\nreferences to dealing with the money under Part 9.7 of that\nAct as applying under section 436 of this Law;\n(k) references in sections 565–567 of the Corporations Act to\n23 June 1993 are, if the Co-operatives National Law Act of\nthis jurisdiction so provides, to be read as references to a date\n(l) the definition of external administration matter in\nsection 580 of the Corporations Act is taken to be omitted and\nthe following definition substituted:\nexternal administration matter means a matter relating to a\nwinding up of a co-operative or participating co-operative\nunder Part 4.5 of the Co-operatives National Law.\n(m) section 15(2)(g) of this Law does not apply to the definition of\nprescribed country in section 580 of the Corporations Act;\nNote\nThe meaning of the term \"prescribed country\" accordingly is determined by\nregulations under the Corporations Act.\n(n) a reference in the provisions to a registered liquidator is to be\nread as including a reference to a person approved by the\nRegistrar as a liquidator of a co-operative;\n(o) a reference in the provisions to any provision of Part 2F.1 of\nthe Corporations Act is to be read as a reference to the\nappropriate provision of Division 4 of Part 2.5 of this Law;\n(p) for the purposes of the application of the provisions to a\nwinding up on the certificate of the Registrar, the winding up is\nto be considered to be a voluntary winding up (but section 490\nof the Corporations Act does not apply);\n(q) the provisions are to be read subject to sections 121 and 450\nof this Law for the purposes of determining the liability of\nmembers and former members to contribute on a winding up\nof a co-operative;\n(r) the modifications referred to in section 13(3) of this Law so far\nNote\n\nCo-operatives (National Uniform Legislation) Act 2015 273\n4 Where applied provisions of Corporations Act prevail over other\nprovisions of this Law\nDespite any other provisions of this Law:\n(a) a copy of a special resolution for the voluntary winding up of a\nco-operative referred to in section 491(2)(a) of the\nCorporations Act as applying under this section is to be filed\nwith the Registrar:\n(i) within the period referred to in that paragraph (and not\nthe period of 28 days referred to in section 243(2) of this\nLaw); or\n(ii) within a longer period approved by the Registrar; and\n(b) the form of a notice or account required to be given or lodged\nby a liquidator under section 496, 497, 537 or 539 of the\nCorporations Act as applying under this section is the form\nrequired under the section concerned but with any necessary\nmodifications (and not a form approved under this Law); and\n(c) the quorum for a meeting referred to in section 509 of the\nCorporations Act as applying under this section is the quorum\nreferred to in that section (and not a quorum determined under\nsection 255 of this Law); and\n(d) the time when a voluntary winding up is taken to commence is\nto be determined under section 513B of the Corporations Act\nas applying under this section and is not affected by\nsection 242 of this Law.\n5 Where other provisions of this Law prevail over applied provisions\nof Corporations Act\nThe provisions of the Corporations Act applying under this section\nhave effect subject to any other sections of this Part.\n","sortOrder":451},{"sectionNumber":"445","sectionType":"section","heading":"Voluntary winding up – restrictions","content":"445 Voluntary winding up – restrictions\n(1) A co-operative may be wound up voluntarily only:\n(a) by a creditors' voluntary winding up; or\n(b) if a special resolution is passed by a special postal ballot in\nfavour of voluntary winding up.\n\nCo-operatives (National Uniform Legislation) Act 2015 274\n(2) When a special postal ballot is held, the members may, by means\nof the same ballot, by simple majority:\n(a) appoint one or more liquidators to wind up the affairs and\ndistribute the assets of the co-operative; and\n(b) fix the remuneration to be paid to the liquidator.\n(3) The Registrar may, by designated instrument, exempt a\nco-operative or class of co-operatives from compliance with a\nprovision of this section or section 248.\n(4) An exemption may be given unconditionally or subject to conditions.\n","sortOrder":452},{"sectionNumber":"446","sectionType":"section","heading":"Voluntary winding up – start of members' voluntary winding up","content":"446 Voluntary winding up – start of members' voluntary winding up\nA members' voluntary winding up of a co-operative starts when the\nresult of the special postal ballot is noted in the minutes by the\nsecretary of the co-operative.\n","sortOrder":453},{"sectionNumber":"447","sectionType":"section","heading":"Voluntary winding up – liquidator vacancy may be filled by","content":"447 Voluntary winding up – liquidator vacancy may be filled by\nIf a co-operative is being wound up voluntarily, a vacancy occurring\nin the office of liquidator is to be filled by a person appointed by the\n","sortOrder":454},{"sectionNumber":"448","sectionType":"section","heading":"Distribution of surplus – non-distributing co-operatives","content":"448 Distribution of surplus – non-distributing co-operatives\n(1) On a winding up of a non-distributing co-operative, the surplus\nproperty of the co-operative must be distributed as required by the\n(2) The rules of a non-distributing co-operative must make provision for\nthe way in which the surplus property of the co-operative is to be\ndistributed in a winding up.\nsurplus property means property of the co-operative remaining\nafter satisfaction of the debts and liabilities of the co-operative and\nthe costs, charges and expenses of the winding up.\n","sortOrder":455},{"sectionNumber":"449","sectionType":"section","heading":"Review of liquidator's remuneration","content":"449 Review of liquidator's remuneration\n(1) A member or creditor of a co-operative or the liquidator may, at any\ntime before the completion of the winding up of the co-operative,\napply to:\n(a) the Supreme Court, except where paragraph (b) applies; or\n\nCo-operatives (National Uniform Legislation) Act 2015 275\n(b) the Registrar, where the liquidator was appointed by the\nRegistrar;\nto review the amount of the remuneration of the liquidator.\n(2) The Supreme Court or the Registrar, respectively, may review the\nremuneration and (if thought fit) vary the amount of the\nremuneration.\n","sortOrder":456},{"sectionNumber":"450","sectionType":"section","heading":"Liability of member to contribute in a winding up if shares","content":"450 Liability of member to contribute in a winding up if shares\nforfeited etc.\n(1) If a person's membership of a co-operative is cancelled under\nPart 2.6 within 2 years before the start of the winding up of the\nco-operative, the person is liable on the winding up to contribute to\nthe property of the co-operative the nominal value of shares\nforfeited under that cancellation (being their nominal value\nimmediately before cancellation).\n(2) If, under section 107, a co-operative:\n(a) purchases a share of a member in the co-operative; or\n(b) repays to a member the whole or part of the amount paid up\non a share held by a member;\nwithin 2 years before the start of the winding up of the co-operative,\nthe member or former member is liable on the winding up to\ncontribute to the property of the co-operative the amount paid by\nthe co-operative to the member or former member for the purchase\nor repayment, together with any amount unpaid on the shares\nimmediately before the purchase or repayment.\n(3) If a person contributes to the property of a co-operative under a\nliability under this section, the amount contributed is, for the\npurposes of the winding up, to be treated as having been paid up\nby the person on shares of the co-operative.\n(4) The liability of a member or former member of a co-operative under\nthis section is in addition to any other liability of the member or\nformer member to contribute to the property of the co-operative on\na winding up of the co-operative.\n\nCo-operatives (National Uniform Legislation) Act 2015 276\nPart 4.6 Insolvency\n","sortOrder":457},{"sectionNumber":"451","sectionType":"section","heading":"Application of Corporations Act – insolvent co-operatives","content":"451 Application of Corporations Act – insolvent co-operatives\n(1) A co-operative is declared to be an applied Corporations legislation\nthis jurisdiction in relation to Part 5.7B of the Corporations Act,\n(a) a reference in the provisions to any provision of\nsections 286 - 290 of the Corporations Act is to be read as a\nreference to the appropriate provision of Division 2 of Part 3.3\n(sections 265 - 269) of this Law;\n(b) section 588G of the Corporations Act is to be read as if item 2\nof the table to section 588G(1A) of that Act were omitted;\n(c) section 588G of the Corporations Act is to be read as if item 3\nof the table to section 588G(1A) of that Act read as follows:\n“repaying share capital when the obligation to repay\nshare capital is effective\nreceiving the resignation of a\nmember under the rules of\nthe co-operative\nwhen the resignation is\neffective\nexpelling a member when the expulsion occurs”;\n(d) section 588G of the Corporations Act is to be read as if a\nreference (however expressed) in items 4 and 5 of the table to\nsection 588G(1A) of that Act to redeemable preference shares\nwere a reference to CCUs;\n(e) a reference (however expressed) in section 588V or 588W of\nthe Corporations Act to a corporation that is the holding\ncompany of a company is to be read as if the reference to:\n(i) a corporation were a reference to a co-operative (as\nprovided in section 15(2) of this Law); and\n(ii) \"the holding company\" were a reference to that\n(iii) \"a company\" were a reference to a company that is a\nsubsidiary of that co-operative (and accordingly that\nreference to a \"company\" is not to be read as a\nreference to a co-operative);\n\nCo-operatives (National Uniform Legislation) Act 2015 277\n(f) the reference in section 588Z(b) of the Corporations Act to\n23 June 1993 is, if the Co-operatives National Law Act of this\njurisdiction so provides, to be read as a reference to a date\n(g) the modifications referred to in section 13(3) of this Law so far\nNote\n(2) Section 588G(2) of the Corporations Act as applying under this\nsection is a civil penalty provision under this Law (see section 554)\nand is not a civil penalty provision under that Act.\nPart 4.7 Deregistration\n","sortOrder":458},{"sectionNumber":"452","sectionType":"section","heading":"Method of deregistration","content":"452 Method of deregistration\nA co-operative may be deregistered under:\n(a) the Corporations Act as applying under section 453; or\n(b) section 454.\n","sortOrder":459},{"sectionNumber":"453","sectionType":"section","heading":"Application of Corporations Act – deregistration","content":"453 Application of Corporations Act – deregistration\nThe deregistration of a co-operative and a deregistered\nco-operative are declared to be applied Corporations legislation\nmatters for the purposes of the Corporations application legislation\nof this jurisdiction in relation to Part 5A.1 of the Corporations Act,\n(a) references in sections 601AA and 601AB of the Corporations\nAct to ASIC database are to be read as references to the\nregister of co-operatives kept under section 599 of this Law;\n(b) section 601AB (1A) of the Corporations Act is taken to be\n(c) the reference in section 601AC(1)(a) of the Corporations Act\nto section 413(1)(d) of that Act is to be read as a reference to\nsection 425(2)(d) of this Law;\n(d) references in sections 601AD–601AF of the Corporations Act\nto the Commonwealth are to be read as references to an\nentity specified in the Co-operatives National Law Act of this\njurisdiction for the purposes of this paragraph;\n\nCo-operatives (National Uniform Legislation) Act 2015 278\n(e) references in section 601AE of the Corporations Act to\ncrediting an amount to a Special Account (within the meaning\nof the Financial Management and Accountability Act 1997 of\nthe Commonwealth) are to be read as references to dealing\nwith the amount in a manner specified in the Co-operatives\nNational Law Act of this jurisdiction or the local regulations for\nthe purposes of this paragraph;\n(f) the modifications referred to in section 13(3) of this Law so far\nNote\n","sortOrder":460},{"sectionNumber":"454","sectionType":"section","heading":"Deregistration of co-operative ceasing to exist","content":"454 Deregistration of co-operative ceasing to exist\n(1) As soon as practicable after a co-operative ceases to exist, other\nthan on deregistration of the co-operative under section 444, the\nRegistrar must deregister the co-operative by registering the\ncessation and cancelling the registration of the co-operative.\n(2) The Registrar may remove from a register kept by the Registrar the\nname of a co-operative that has been deregistered or otherwise\nceased to exist.\n(3) A co-operative that has transferred its engagements to another\nco-operative is taken to have ceased to exist.\nPart 4.8 Grounds for certain actions\n","sortOrder":461},{"sectionNumber":"455","sectionType":"section","heading":"Grounds for appointment of administrator, transfer of","content":"455 Grounds for appointment of administrator, transfer of\nengagements or winding up of co-operative\n(1) This section applies to the following actions:\n(a) the appointment of an administrator of a co-operative by the\nRegistrar under Division 3 of Part 4.1;\n(b) a direction by the Registrar to a co-operative to transfer its\nengagements under section 401;\n(c) the winding up of a co-operative on a certificate of the\nRegistrar under section 443.\n(2) The necessary grounds for taking action to which this section\napplies exist if the Registrar certifies:\n(a) the number of members is reduced to less than the minimum\nnumber of persons allowed by or under section 119; or\n\nCo-operatives (National Uniform Legislation) Act 2015 279\n(b) the co-operative has not started business within one year of\nregistration or has suspended business for more than\n6 months; or\n(c) the registration of the co-operative has been obtained by\nmistake or fraud; or\n(d) the co-operative exists for an illegal purpose; or\n(e) the co-operative has wilfully and after notice from the\nRegistrar violated the provisions of this Law or the rules of the\n(f) the board of the co-operative has, after notice from the\nRegistrar, failed to ensure the rules of the co-operative contain\nactive membership provisions required under Part 2.6; or\n(g) there are, and have been for one month immediately before\nthe date of the Registrar's certificate, insufficient directors of\nthe co-operative to form a quorum under the rules of the\n(h) after an inquiry under this Law into the affairs of a co-operative\nor the working and financial condition of a co-operative – in\nthe interests of members or creditors of the co-operative or the\npublic, the action concerned should be taken.\n(3) Alternatively, the necessary grounds for winding up a co-operative\non a certificate of the Registrar exist if the Registrar certifies:\n(a) the period (if any) fixed for the duration of the co-operative by\nits rules has ended; or\n(b) an event (to be stated in the certificate) has occurred on the\noccurrence of which the National Regulations or the rules\nprovide the co-operative is to be wound up.\n(4) The Registrar must not certify under this section as to a matter\nunless the matter has been proved to the Registrar's satisfaction.\n\nCo-operatives (National Uniform Legislation) Act 2015 280\nChapter 5 Participating co-operatives\nPart 5.1 Introductory\n456 What constitutes carrying on business\nFor the purposes of this Chapter and without limiting the definition\nof carry on business in section 4 in its application to a participating\nco-operative, a participating co-operative carries on business in this\njurisdiction if it:\n(a) solicits for members in this jurisdiction; or\n(b) seeks share capital in this jurisdiction, takes deposits in this\njurisdiction or\noffers other securities in the co-operative in this jurisdiction\n(including the issue of CCUs and debentures).\nPart 5.2 Participating co-operatives carrying on\nbusiness in this jurisdiction\n","sortOrder":462},{"sectionNumber":"457","sectionType":"section","heading":"Operation of participating co-operatives in this jurisdiction","content":"457 Operation of participating co-operatives in this jurisdiction\nA participating co-operative must not carry on business in this\njurisdiction as a co-operative unless it is authorised under this Part\nto do so.\nMaximum penalty: $24 000.\n","sortOrder":463},{"sectionNumber":"458","sectionType":"section","heading":"Authorisation to carry on business in this jurisdiction","content":"458 Authorisation to carry on business in this jurisdiction\nA participating co-operative is, by this Law, authorised to carry on\nbusiness in this jurisdiction unless it ceases to be so authorised\nunder section 460.\n","sortOrder":464},{"sectionNumber":"459","sectionType":"section","heading":"Authorisation to carry on business in this jurisdiction is","content":"459 Authorisation to carry on business in this jurisdiction is\nsubject to conditions and restrictions of participating\nThe authorisation of a participating co-operative is subject to the\nsame conditions or restrictions that apply to the carrying on of its\nbusiness under its registration in the participating jurisdiction.\n\nCo-operatives (National Uniform Legislation) Act 2015 281\n","sortOrder":465},{"sectionNumber":"460","sectionType":"section","heading":"Ceasing to be authorised to carry on business in this","content":"460 Ceasing to be authorised to carry on business in this\nA participating co-operative ceases to be authorised to carry on\nbusiness in this jurisdiction if:\n(a) it is deregistered or otherwise ceases to exist as a\nco-operative under the laws of the place in which it is\nregistered, incorporated or formed; or\n(b) its authorisation to carry on business in this jurisdiction is\nwithdrawn under section 461.\n","sortOrder":466},{"sectionNumber":"461","sectionType":"section","heading":"Withdrawal of authorisation to carry on business","content":"461 Withdrawal of authorisation to carry on business\n(1) The Registrar may give written notice to a participating co-operative\nrequiring it to show cause (a show cause notice), within the period\nspecified in the notice, why its authorisation to carry on business in\nthis jurisdiction should not be withdrawn on any one or more of the\nfollowing grounds:\n(a) that the name under which the co-operative carries on\nbusiness or proposes to carry on business in this jurisdiction\ndoes not comply with this Part;\n(b) that the co-operative has, after notice from the Registrar,\nfailed to comply with:\n(i) provisions of this Law or of a corresponding\nco-operatives law applicable to the co-operative; or\n(ii) provisions of the rules of the co-operative;\n(c) that the co-operative has contravened a direction given to it\nunder section 468.\n(2) A show cause notice may be given if the Registrar is of the opinion\nthat there are reasonable grounds to do so.\n(3) The show cause notice must specify the period, being at least\n14 days, within which it must be complied with.\n(4) The participating co-operative may, within the period specified in\nthe show cause notice, make oral or written submissions to the\nRegistrar and provide evidence with respect to any of the matters to\nwhich the notice relates.\n(5) The Registrar must consider any submissions made, or evidence\nadduced, within the period required by the show cause notice and\nmay, if the Registrar is satisfied that any of the grounds referred to\n\nCo-operatives (National Uniform Legislation) Act 2015 282\nin subsection (1) have been established in relation to the\nparticipating co-operative, give the co-operative a written notice\nwithdrawing its authorisation to carry on business in this jurisdiction.\n(6) The Registrar may withdraw a show cause notice or other notice\ngiven under this section.\n(7) The Registrar may, on application or otherwise, by notice given to a\nparticipating co-operative, revoke the cancellation of its\nauthorisation to carry on business in this jurisdiction. The\nco-operative is taken to be authorised to carry on business in this\njurisdiction on and from the date the notice is given to the\nco-operative or a later date specified in the notice.\n","sortOrder":467},{"sectionNumber":"462","sectionType":"section","heading":"Name of participating co-operative","content":"462 Name of participating co-operative\nA participating co-operative carrying on business in this jurisdiction\nmust do so under a name that is not likely to be confused with the\nname of a body corporate or a registered business name.\n","sortOrder":468},{"sectionNumber":"463","sectionType":"section","heading":"Application of Law and National Regulations to participating","content":"463 Application of Law and National Regulations to participating\n(1) A participating co-operative that is authorised to carry on business\nin this jurisdiction under this Chapter must comply with such\nprovisions of this Law and the National Regulations as are\nprescribed by the National Regulations (including any modifications\nprescribed by the National Regulations).\n(2) The provisions referred to in subsection (1) are in addition to the\nprovisions of this Chapter, and any other provisions of this Law or\nthe National Regulations, that are expressed to apply to\nparticipating co-operatives.\nNote\nFor example, Part 6.4 applies to a participating co-operative.\nPart 5.3 General\n","sortOrder":469},{"sectionNumber":"464","sectionType":"section","heading":"False copies of rules","content":"464 False copies of rules\n(1) A person must not give to:\n(a) a member of a participating co-operative; or\n(b) a person intending or applying to become a member of a\nparticipating co-operative;\n\nCo-operatives (National Uniform Legislation) Act 2015 283\na copy of any rules or any amendments of rules of the participating\nco-operative, other than those that have been registered under the\nrelevant corresponding co-operatives law, representing that they\nare binding on the members of the participating co-operative.\n(2) A person must not circulate a copy of any rules of a participating\nco-operative after they have been registered under the relevant\ncorresponding co-operatives law if the copy contains amendments\nthat have not been so registered and the person represents that\nthey have been so registered when they have not been.\n","sortOrder":470},{"sectionNumber":"465","sectionType":"section","heading":"False copy of documents","content":"465 False copy of documents\n(1) A person who, in purported compliance with a provision of the\nrelevant corresponding co-operatives law that corresponds to\nsection 122:\n(a) gives a person intending or applying to become a member of a\nparticipating co-operative a document as a copy of:\nNote\nSection 464 deals with false copies of rules.\n(2) A person who, in purported compliance with a provision of the\nrelevant corresponding co-operatives law that corresponds to\nsection 122:\n(a) makes available for inspection by a person intending or\napplying to become a member of a participating co-operative a\ndocument as a copy of:\n\nCo-operatives (National Uniform Legislation) Act 2015 284\n","sortOrder":471},{"sectionNumber":"466","sectionType":"section","heading":"Restrictions on advertising and publicity – shares","content":"466 Restrictions on advertising and publicity – shares\n(cf Corporations Act s 734)\nan offer, or intended offer, of shares in a participating co-operative\nthat is a distributing co-operative within the meaning of the relevant\ncorresponding co-operatives law of another jurisdiction unless:\n(c) a current disclosure statement relating to the shares is:\n(i) registered with the Registrar for the other jurisdiction\nunder a provision of that corresponding co-operatives\nlaw that corresponds to section 68; or\n(ii) lodged with that Registrar for registration under that\nprovision; and\n(d) any other applicable requirements specified in the National\nRegulations for the purposes of this section are complied with.\n(2) Subsection (1) applies in relation to shares in a distributing\nco-operative only if:\n(3) A person does not contravene subsection (1) by publishing an\n\nCo-operatives (National Uniform Legislation) Act 2015 285\n","sortOrder":472},{"sectionNumber":"467","sectionType":"section","heading":"Restrictions on advertising and publicity – debentures or","content":"467 Restrictions on advertising and publicity – debentures or\nCCUs\nan offer, or intended offer, of debentures or CCUs in a participating\nco-operative unless:\n(c) a disclosure statement relating to the debentures or CCUs is\napproved under a provision of the relevant corresponding\nco-operatives law of another jurisdiction that corresponds to\nsection 338 by the Registrar for the other jurisdiction; and\n(d) any other applicable requirements specified in the National\nRegulations for the purposes of this section are complied with.\n(2) A person does not contravene subsection (1) by publishing an\n","sortOrder":473},{"sectionNumber":"468","sectionType":"section","heading":"Registrar's directions about obtaining financial","content":"468 Registrar's directions about obtaining financial\naccommodation\n(1) The Registrar may, by written notice served on a participating\nco-operative, give a direction to the co-operative as to the way in\nwhich it is to exercise its functions in relation to the activities of the\nco-operative in obtaining financial accommodation in this\n\nCo-operatives (National Uniform Legislation) Act 2015 286\n(2) A direction under subsection (1) may make provision for one or\nmore of the following matters:\n(a) requiring the co-operative to stop obtaining financial\naccommodation or to stop obtaining financial accommodation\nin a particular way;\n(b) requiring the co-operative to repay in accordance with the\ndirection all or part of financial accommodation obtained;\n(c) requiring the co-operative to refinance in a stated way\nfinancial accommodation repaid in accordance with the\nRegistrar's direction;\n(d) the way in which the co-operative is permitted to invest or use\nthe proceeds of financial accommodation it obtains.\n(3) The co-operative may, within 28 days after the direction is given,\napply to the designated tribunal for a review of the direction, and\nthe designated tribunal may confirm, modify or rescind the direction\nor substitute another direction.\n","sortOrder":474},{"sectionNumber":"469","sectionType":"section","heading":"Name and place of origin to appear on business and other","content":"469 Name and place of origin to appear on business and other\ndocuments\n(1) A participating co-operative must ensure its name, the jurisdiction of\nits registration and any other information prescribed by the National\nRegulations appear in legible characters:\n(a) on each seal of the co-operative; and\n(b) in all notices, advertisements and other official publications of\nthe participating co-operative; and\n(c) in all its business documents.\n(2) An officer of a participating co-operative or a person on its behalf\nmust not:\n(a) use any seal of the co-operative; or\n(b) issue or authorise the issue of a notice, advertisement or other\nofficial publication of the co-operative; or\n(c) sign or authorise to be signed on behalf of the co-operative\nany business document of the co-operative;\n\nCo-operatives (National Uniform Legislation) Act 2015 287\nin or on which the co-operative's name or place of origin does not\nappear in legible characters.\n(3) A director of a participating co-operative must not knowingly\nauthorise or permit a contravention of this section.\nbusiness document of a participating co-operative means a\ndocument that is issued, signed or endorsed by or on behalf of the\nco-operative and is:\n(a) a business letter, statement of account, invoice or order for\ngoods or services; or\n(b) a bill of exchange, promissory note, cheque or other\nnegotiable instrument; or\n(c) a receipt or letter of credit issued by the co-operative; or\n(d) a document of a class prescribed by the National Regulations\nas a class of business documents.\nPart 5.4 Winding up of participating co-operatives in\nthis jurisdiction\n","sortOrder":475},{"sectionNumber":"470","sectionType":"section","heading":"Winding up to relate to activities in this jurisdiction","content":"470 Winding up to relate to activities in this jurisdiction\n(1) This Part applies to the winding up of the affairs of a participating\nco-operative in or in relation to this jurisdiction.\n(2) A participating co-operative may be wound up under this Part even\nthough it has been wound up or deregistered or has otherwise\nceased to exist as a co-operative under or because of the laws of\nthe place in which it is registered, incorporated or formed.\n(3) This Part has effect in addition to, and not in derogation of, any\nother provisions of this Law or any other law with respect to the\nwinding up of co-operatives.\n\nCo-operatives (National Uniform Legislation) Act 2015 288\n","sortOrder":476},{"sectionNumber":"471","sectionType":"section","heading":"Supreme Court may order winding up","content":"471 Supreme Court may order winding up\n(1) The Supreme Court may order the winding up of a participating\n(a) the co-operative's authorisation to carry on business in this\njurisdiction has been withdrawn under this Law; or\n(b) the co-operative has been deregistered or has ceased to exist\nas a co-operative in the place in which it was registered,\nincorporated or formed or has ceased to carry on business in\nthat place.\n(2) The Registrar may apply to the Supreme Court for the winding up of\na participating co-operative on any of the grounds referred to in\n(3) The Registrar must give a copy of an application made under this\nsection to the participating co-operative the subject of the\napplication if it is still in existence.\n","sortOrder":477},{"sectionNumber":"472","sectionType":"section","heading":"Application of Corporations Act – winding up of participating","content":"472 Application of Corporations Act – winding up of participating\nco-operatives in this jurisdiction\n(1) The winding up or deregistration of a participating co-operative is\njurisdiction in relation to Parts 5.4B and 5.6 of the Corporations Act,\n(a) a reference in those provisions of the Corporations Act to an\napplication to wind up a company under section 464 or\nPart 5.4A is to be read as a reference to an application by the\nRegistrar under Part 5.4 of this Law;\n(b) a reference in those provisions to a winding up ordered by the\ncourt under a provision of Part 5.4A is a reference to a winding\nup ordered by the Supreme Court under Part 5.4 of this Law;\n(c) a reference in those provisions to an order under a provision\nof Part 5.4A is a reference to an order under section 471 of\nthis Law;\n(d) for the purposes of an application by the Registrar to wind up\na participating co-operative, those provisions apply, with such\nmodifications as the circumstances require, as if a winding up\napplication had been made by the co-operative;\n\nCo-operatives (National Uniform Legislation) Act 2015 289\n(e) those provisions apply as if a ground specified in section 471\nof this Law were a ground for winding up by the court specified\nin section 461 of the Corporations Act;\n(f) a reference in those provisions to an official liquidator is to be\nread as a reference to a person approved by the Registrar as\na liquidator of a co-operative;\n(g) sections 467(4) and (5), 480(d), 481(5)(b), 513B, 517, 518,\n523 and 524 of the Corporations Act do not apply;\n(h) a reference in section 485(2) of the Corporations Act to\npersons entitled to any surplus is a reference to a person\nentitled to the surplus under section 473 of this Law;\n(i) section 516 of the Corporations Act is to be read as if\n\"together with any charges payable by the member to the\nco-operative in accordance with the rules\" were inserted after\n\"past member\";\n(j) Subdivision C of Division 6 of Part 5.6 of the Corporations Act\ndoes not apply;\n(k) a reference in Parts 5.4B and 5.6 of the Corporations Act to\nsection 233 is to be read as a reference to Division 4 of\nPart 2.5 of this Law;\n(l) those provisions of the Corporations Act are to be read subject\nto sections 121 and 450 of this Law for the purposes of\ndetermining the liability of members and past members to\ncontribute on a winding up of a co-operative;\n(m) the modifications referred to in section 13(3) of this Law so far\nNote\n(2) The fact that a participating co-operative has been deregistered or\nhas ceased to exist as a co-operative in the place in which it was\nregistered, incorporated or formed does not affect the liability of a\nmember or former member as a contributory on a winding up under\nthis Part.\n","sortOrder":478},{"sectionNumber":"473","sectionType":"section","heading":"Outstanding property of participating co-operative","content":"473 Outstanding property of participating co-operative\n(1) This section applies if, after the winding up of a participating\nco-operative in this jurisdiction, outstanding property of the\nco-operative remains in this jurisdiction.\n\nCo-operatives (National Uniform Legislation) Act 2015 290\n(2) The estate and interest in the property, at law or in equity, of the\nparticipating co-operative or its liquidator at that time, together with\nall claims, rights and remedies that the co-operative or its liquidator\nthen had in respect of the property, vest by force of this section in\nthe person entitled to the property under the law of the place in\nwhich the co-operative was registered, formed or incorporated.\nPart 5.5 Mergers and transfers of engagements\naffecting participating co-operatives\n","sortOrder":479},{"sectionNumber":"474","sectionType":"section","heading":"Definitions","content":"474 Definitions\nappropriate Registrar, in relation to a proposed merger or transfer\nof engagements, means:\n(a) the local Registrar – if the merger is to result in a local\nco-operative or the transfer is to a local co-operative; or\n(b) the participating Registrar – if the merger is to result in a\nco-operative under the co-operatives law of the participating\njurisdiction concerned or the transfer is to such a co-operative.\nassets has the same meaning as it has in section 413.\ninstrument has the same meaning as it has in section 413.\nliabilities has the same meaning as it has in section 413.\nlocal co-operative means a co-operative registered in this\noriginal co-operative means:\n(a) in the case of a transfer of engagements – the transferor\n(b) in the case of a merger – each of the co-operatives that are\nmerging.\nrights has the same meaning as it has in section 413.\nsuccessor co-operative means:\n(a) in the case of a transfer of engagements – the transferee\n\nCo-operatives (National Uniform Legislation) Act 2015 291\n(b) in the case of a merger – the co-operative formed by the\nmerger.\n","sortOrder":480},{"sectionNumber":"475","sectionType":"section","heading":"Authority for merger or transfer of engagements","content":"475 Authority for merger or transfer of engagements\nA local co-operative and a participating co-operative may\nconsolidate all or any of their assets, liabilities and undertakings by\nway of merger or transfer of engagements approved under this\nPart.\n","sortOrder":481},{"sectionNumber":"476","sectionType":"section","heading":"Requirements before application can be made","content":"476 Requirements before application can be made\n(1) Before a local co-operative and a participating co-operative can\napply for approval under this Part of a merger or transfer of\nengagements, the proposed merger or transfer must have been\napproved by each of the co-operatives:\n(a) by a special resolution passed by special postal ballot; or\n(b) if permitted by subsection (2), by a special resolution, or by a\nresolution of the board, of the co-operative.\n(2) The proposed merger or transfer of engagements may be approved\nby special resolution, or by resolution of the board, of the\n(a) the local Registrar consents to that procedure applying in the\nparticular case; and\n(b) the participating Registrar also consents to that procedure\napplying in the particular case.\n(3) A consent referred to in subsection (2) may be granted subject to\nconditions, including any condition that a disclosure statement be\nprovided to members or directors.\n(4) A co-operative that contravenes a condition of a consent is taken\nnot to have been given consent.\n","sortOrder":482},{"sectionNumber":"477","sectionType":"section","heading":"Disclosure statement required","content":"477 Disclosure statement required\n(1) A special resolution of the local co-operative or participating\nco-operative is not effective for the purposes of this Part unless this\nsection has been complied with.\n\nCo-operatives (National Uniform Legislation) Act 2015 292\n(2) Each co-operative must send to each of its members a disclosure\nstatement approved by the appropriate Registrar specifying the\n(a) the financial position of the local co-operative and the\nparticipating co-operative as shown in financial statements\nthat have been prepared as at a date that is not more than\n6 months before the date of the statement;\n(b) any interest that any officer of the local co-operative or the\nparticipating co-operative has in the proposed merger or\ntransfer of engagements;\n(c) any compensation or other consideration proposed to be paid,\nor any other incentive proposed to be given, to any officer or\nmember of the local co-operative or participating co-operative\nin relation to the proposed merger or transfer of engagements;\n(d) whether the proposal is a merger or transfer of engagements\nand the reason for the merger or transfer of engagements;\n(e) in the case of a transfer of engagements – whether it is a total\nor partial transfer of engagements;\n(f) in the case of a merger – whether the merged co-operative will\nresult in a local co-operative or a co-operative under the\nco-operatives law of the participating jurisdiction concerned;\n(g) any other information that the appropriate Registrar directs.\n(3) The disclosure statement must be sent to the members of the local\nco-operative or participating co-operative so that it will in the\nordinary course of post reach each member who is entitled to vote\non the special resolution not later than:\n(a) if the resolution is to be decided at a meeting – 21 days before\nthe date of the meeting; or\n(b) if the resolution is to be decided by a postal ballot – 21 days\nbefore the day on or before which the ballot papers must be\nreturned by members voting in the ballot.\n(4) The appropriate Registrar may exempt the local co-operative or\nparticipating co-operative from complying with this section.\n(5) The appropriate Registrar may give an approval or an exemption\nunder this section unconditionally or subject to conditions.\n\nCo-operatives (National Uniform Legislation) Act 2015 293\n","sortOrder":483},{"sectionNumber":"478","sectionType":"section","heading":"Making an application","content":"478 Making an application\n(1) An application for approval of a merger or transfer of engagements\nunder this Part must be made to the local Registrar and, if the\nmerger or transfer of engagements affects a participating\nco-operative, to the participating Registrar in the manner and form\nrequired by the Registrar concerned.\n(2) An application for approval of a merger must be accompanied by:\n(a) 2 copies of the proposed rules of the merged co-operative;\nand\n(b) any other information required by the Registrar to whom the\napplication is made.\n","sortOrder":484},{"sectionNumber":"479","sectionType":"section","heading":"Approval of merger","content":"479 Approval of merger\n(1) If the local Registrar is the appropriate Registrar, he or she must\napprove a merger pursuant to an application under this Part if\nsatisfied that:\n(a) this Part has been complied with in relation to the application;\nand\n(b) the proposed rules of the merged co-operative are adequate;\nand\n(c) the certificate of registration of the local co-operative has been\nsurrendered to the local Registrar; and\n(d) the certificate of registration of the participating co-operative\nhas been surrendered to the Registrar for the participating\njurisdiction concerned; and\n(e) there is no good reason why the merged co-operative and its\nrules should not be registered.\n(2) If the local Registrar is not the appropriate Registrar, he or she\nmust approve a merger pursuant to an application under this Part if\nsatisfied that the merger has been approved under the provision of\nthe co-operatives law of the participating jurisdiction that\ncorresponds with subsection (1).\n(3) On approving an application for merger, the local Registrar must:\n(a) cancel the registration of the local co-operative involved in the\nmerger; and\n\nCo-operatives (National Uniform Legislation) Act 2015 294\n(b) if the merger is to result in a local co-operative, register the\nmerged co-operative and its rules and issue to it a certificate\nof registration under this Law.\n(4) A merger takes effect on the issue of the certificate of registration\nfor the merged co-operative (whether under this Law or under the\nco-operatives law of the participating jurisdiction concerned).\n","sortOrder":485},{"sectionNumber":"480","sectionType":"section","heading":"Approval of transfer of engagements","content":"480 Approval of transfer of engagements\n(1) If the local Registrar is the appropriate Registrar, he or she must\napprove a transfer of engagements pursuant to an application\nunder this Part if satisfied that:\n(a) this Part has been complied with in relation to the application;\nand\n(b) the rules or proposed rules of the transferee co-operative are\nadequate; and\n(c) in the case of a total transfer of engagements from a\nparticipating co-operative – the certificate of registration of the\nparticipating co-operative has been surrendered to the\nparticipating Registrar; and\n(d) there is no good reason why the transfer of engagements\nshould not take effect.\n(2) If the local Registrar is not the appropriate Registrar, he or she\nmust approve a transfer of engagements pursuant to an application\nunder this Part if satisfied that the transfer has been approved\nunder the provision of the co-operatives law of the participating\njurisdiction that corresponds with subsection (1).\n(3) A transfer of engagements takes effect on the day specified in the\napproval of the local Registrar.\n","sortOrder":486},{"sectionNumber":"481","sectionType":"section","heading":"Effect of merger or transfer of engagements","content":"481 Effect of merger or transfer of engagements\n(1) When a merger or transfer of engagements takes effect under this\nPart (the transfer day), the following provisions apply to the extent\nnecessary to give effect to the merger or transfer:\n(a) persons who were members of the original co-operative\nimmediately before the transfer day are members of the\nsuccessor co-operative in accordance with its rules;\n(b) the assets of the original co-operative vest in the successor\nco-operative without the need for any conveyance, transfer,\nassignment or assurance;\n\nCo-operatives (National Uniform Legislation) Act 2015 295\n(c) the rights and liabilities of the original co-operative become the\nrights and liabilities of the successor co-operative;\n(d) all proceedings by or against the original co-operative that are\npending immediately before the transfer day are taken to be\nproceedings pending by or against the successor\n(e) any act, matter or thing done or omitted to be done by, to or in\nrespect of the original co-operative before the transfer day is\n(to the extent to which that act, matter or thing has any force\nor effect) to be taken to have been done or omitted by, to or in\nrespect of the successor co-operative;\n(f) a reference in an instrument or in any document of any kind to\nthe original co-operative is to be read as, or as including, a\nreference to the successor co-operative.\n(2) The operation of this section is not to be regarded:\n(a) as a breach of contract or confidence or otherwise as a civil\nwrong; or\n(b) as a breach of any contractual provision prohibiting, restricting\nor regulating the assignment or transfer of assets, rights or\nliabilities; or\n(c) as giving rise to any remedy by a party to an instrument, or as\ncausing or permitting the termination of any instrument,\nbecause of a change in the beneficial or legal ownership of\nany asset, right or liability.\n","sortOrder":487},{"sectionNumber":"482","sectionType":"section","heading":"Part applies instead of certain other provisions of this Law","content":"482 Part applies instead of certain other provisions of this Law\n(1) This Part applies instead of Division 1 of Part 4.3, in respect of the\nmerger of a local co-operative with a participating co-operative.\n(2) This Part applies instead of Division 1 of Part 4.3, in respect of a\ntransfer of engagements between a local co-operative and a\n\nCo-operatives (National Uniform Legislation) Act 2015 296\nChapter 6 Supervision and protection of co-operatives\nPart 6.1 Introductory\n483 Application of Chapter\nParts 6.4 – 6.6 apply to this jurisdiction except to the extent (if any)\nthat the Co-operatives National Law Act of this jurisdiction provides\notherwise, and with the modifications (if any) made by that Act.\nPart 6.2 Prevention of fraud and other activities\n484 Falsification of books\n1 Offence regarding securities or books (cf Corporations\nAct s 1307(1))\nAn officer, former officer, employee, former employee, member or\nformer member of a co-operative who engages in conduct that\nresults in the concealment, destruction, mutilation or falsification of:\n(a) any securities of or belonging to the co-operative; or\n(b) any books affecting or relating to affairs of the co-operative; or\n(c) any record required to be sent, kept or delivered under this\nLaw;\n2 Offence – computerised and other books (cf Corporations\nAct s 1307(2))\nWhere matter that is used or intended to be used in connection with\nthe keeping of any books affecting or relating to affairs of a\nco-operative is recorded or stored in an illegible form by means of a\nmechanical device, an electronic device or any other device, a\nperson who:\n(a) records or stores by means of that device matter that the\nperson knows to be false or misleading in a material particular;\nor\n\nCo-operatives (National Uniform Legislation) Act 2015 297\n(b) engages in conduct that results in the destruction, removal or\nfalsification of matter that is recorded or stored by means of\nthat device, or has been prepared for the purpose of being\nrecorded or stored, or for use in compiling or recovering other\nmatter to be recorded or stored by means of that device; or\n(c) having a duty to record or store matter by means of that\ndevice, fails to record or store the matter by means of that\ndevice:\n(i) with intent to falsify any entry made or intended to be\ncompiled, wholly or in part, from matter so recorded or\nstored; or\n(ii) knowing that the failure so to record or store the matter\nwill render false or misleading in a material particular\nother matter so recorded or stored;\n3 Defence (cf Corporations Act s 1307(3))\nIt is a defence to a charge arising under subsection (1) or (2) if the\ndefendant proves that he, she or it acted honestly and that in all the\ncircumstances the act or omission constituting the offence should\nbe excused.\n","sortOrder":488},{"sectionNumber":"485","sectionType":"section","heading":"Fraud or misappropriation","content":"485 Fraud or misappropriation\n(a) by false representation or imposition obtain possession of any\nproperty of a co-operative; or\n(b) having property of a co-operative in his or her possession,\nwithhold or misapply it or wilfully apply part of it to purposes\nother than purposes authorised by the rules of the\nco-operative or this Law.\n(2) A person who is found guilty of an offence under subsection (1)\nmust, if ordered to do so by the court, deliver up all the property and\nrepay all money improperly applied.\nMaximum penalty (for subsection (2)): $6 000 or imprisonment\nfor 6 months, or both.\n\nCo-operatives (National Uniform Legislation) Act 2015 298\n","sortOrder":489},{"sectionNumber":"486","sectionType":"section","heading":"Offering or paying commission","content":"486 Offering or paying commission\nA person must not offer or pay commission, fee or reward, whether\npecuniary or otherwise, to an officer of a co-operative in relation to\na transaction or proposed transaction between the person and the\n","sortOrder":490},{"sectionNumber":"487","sectionType":"section","heading":"Accepting commission","content":"487 Accepting commission\n(1) An officer of a co-operative must not accept a commission, fee or\nreward, whether pecuniary or otherwise, from a person in relation to\na transaction or proposed transaction between the person and the\n(2) An officer of a co-operative who is found guilty of an offence under\nsubsection (1) is also liable to make good to the co-operative\ndouble the value or amount of the commission, fee or reward.\n","sortOrder":491},{"sectionNumber":"488","sectionType":"section","heading":"False statements in loan application etc.","content":"488 False statements in loan application etc.\n(1) A person must not in, or in relation to, an application, request, or\ndemand for money made to or of a co-operative:\n(a) give information or make a statement to the co-operative or an\nofficer, employee or agent of the co-operative knowing it to be\nfalse or misleading in a material particular; or\n(b) proffer to the co-operative or an officer, employee or agent of\nthe co-operative any information or statement provided by\nanother person knowing it to be false or misleading in a\nmaterial particular.\n(2) If a person is found guilty of an offence under subsection (1), a\nco-operative from which money has been obtained by the person in\nrelation to the commission of the offence may exercise all rights\nunder a mortgage or other security given to it by the person to\nsecure the repayment of money that it could exercise if there were\na breach of a covenant or of a term of a contract by which the\nsecurity was given.\n\nCo-operatives (National Uniform Legislation) Act 2015 299\n(3) The co-operative may exercise the rights whether the mortgage or\nother security was executed by the person alone or by the person\nand another person or other persons.\nPart 6.3 Examining a person about a co-operative\n","sortOrder":492},{"sectionNumber":"489","sectionType":"section","heading":"Application of Corporations Act – court-directed examinations","content":"489 Application of Corporations Act – court-directed examinations\nthis jurisdiction in relation to Division 1 of Part 5.9 of the\nCorporations Act, subject to the modifications referred to in\nsection 13 (3) of this Law so far as they are relevant.\nNote\nPart 6.4 Supervision and inspection\n","sortOrder":493},{"sectionNumber":"490","sectionType":"section","heading":"Definitions","content":"490 Definitions\nco-operative venture means:\n(a) a corporation or unit trust formed by a co-operative or in the\nformation of which a co-operative participated; or\n(b) a partnership, joint venture or association of persons or bodies\nformed or entered into by a co-operative.\nplace includes all or part of a structure, building, aircraft, vehicle,\nvessel and place (whether built on or not).\nrelevant documents means books or other documents relating to\nthe promotion, formation, membership, control, transactions,\ndealings, business or property of a co-operative.\n","sortOrder":494},{"sectionNumber":"491","sectionType":"section","heading":"Co-operative includes subsidiaries, participating co-operatives","content":"491 Co-operative includes subsidiaries, participating co-operatives\nand co-operative ventures\nA reference in this Part to a co-operative includes a reference to\neach of the following:\n(a) a participating co-operative;\n(b) a subsidiary of a co-operative or participating co-operative;\n\nCo-operatives (National Uniform Legislation) Act 2015 300\n(c) a co-operative venture;\n(d) a co-operative or participating co-operative, or a subsidiary of\neither, or a co-operative venture, that is in the course of being\nwound up or has been deregistered.\n","sortOrder":495},{"sectionNumber":"492","sectionType":"section","heading":"Appointment of inspectors","content":"492 Appointment of inspectors\nThe designated authority may appoint a person as an inspector\nunder this Law if:\n(a) the designated authority considers the person has the\nnecessary expertise or experience to be an inspector; or\n(b) the person has satisfactorily finished training approved by the\ndesignated authority.\n493 Registrar and investigators have functions of inspectors\nThe Registrar, and an investigator exercising functions under\nPart 6.5, have and may exercise all the functions of an inspector\nand for the purpose are taken to be inspectors.\n494 Inspector's identity card\n(1) The designated authority must give each inspector an identity card.\n(2) The identity card must:\n(a) contain a recent photo of the person; and\n(b) be signed by the person; and\n(c) identify the person as an inspector.\n(3) A person who stops being an inspector must return the person's\nidentity card to the designated authority as soon as possible (but\nwithin 21 days) after the person stops being an inspector, unless\nthe person has a reasonable excuse.\n(4) This section does not prevent the giving of a single identity card to\na person for this Law and other legislation or for other purposes.\n","sortOrder":496},{"sectionNumber":"495","sectionType":"section","heading":"Production or display of inspector's identity card","content":"495 Production or display of inspector's identity card\n(1) An inspector may exercise a power in relation to someone only if:\n(a) the inspector first produces the inspector's identity card for the\nother person's inspection; or\n\nCo-operatives (National Uniform Legislation) Act 2015 301\n(b) the inspector has the inspector's identity card displayed so it is\nclearly visible to the other person.\n(2) However, if for any reason it is not practicable to comply with\nsubsection (1) before exercising the power, the inspector must\nproduce the identity card for inspection by the person at the first\nreasonable opportunity.\n","sortOrder":497},{"sectionNumber":"496","sectionType":"section","heading":"Powers of inspector","content":"496 Powers of inspector\n(1) An inspector is subject to the directions of the Registrar.\n(2) The powers of an inspector may be limited:\n(a) under a local regulation; or\n(b) under a condition of appointment; or\n(c) by written notice given by the Registrar to the inspector.\n","sortOrder":498},{"sectionNumber":"497","sectionType":"section","heading":"Inspector's appointment conditions","content":"497 Inspector's appointment conditions\n(1) An inspector holds office on the conditions stated in the instrument\nof appointment.\n(2) An inspector:\n(a) if the appointment provides for a term of appointment – stops\nholding office at the end of the term; and\n(b) if the conditions of appointment provide – stops holding office\nwhen the inspector stops holding another office stated in the\nappointment conditions (the main office); and\n(c) may resign by signed notice of resignation given to the\n(3) However, an inspector may not resign from the office under this\nLaw (the secondary office) if a term of employment to the main\noffice requires the person to hold the secondary office.\n","sortOrder":499},{"sectionNumber":"498","sectionType":"section","heading":"Entry of place","content":"498 Entry of place\n(1) An inspector may enter a place if:\n(a) its occupier consents to the entry; or\n(b) the entry is authorised by a warrant; or\n(c) it is a place at which the affairs or activities of a co-operative\nare managed or conducted.\n\nCo-operatives (National Uniform Legislation) Act 2015 302\n(2) An inspector, without the occupier's consent or a warrant, may\nenter the land around the premises to ask its occupier for consent\nto enter the premises.\n","sortOrder":500},{"sectionNumber":"499","sectionType":"section","heading":"Consent to entry","content":"499 Consent to entry\n(1) This section applies if an inspector intends to ask an occupier of a\nplace to consent to the inspector or another inspector entering the\nplace.\n(2) Before asking for the consent, the inspector must inform the\noccupier:\n(a) of the purpose of the entry; and\n(b) that the occupier is not required to consent.\n(3) If the consent is given, the inspector may ask the occupier to sign\nan acknowledgment of the consent.\n(4) The acknowledgment must state:\n(a) that the occupier was informed:\n(i) of the purpose of the entry; and\n(ii) that the occupier is not required to consent; and\n(b) that the occupier gives an inspector consent to enter the place\nand exercise powers under this Law or under or referred to in\nthe Co-operatives National Law Act of this jurisdiction; and\n(c) the time and date the consent was given.\n(5) If the occupier signs an acknowledgment of consent, the inspector\nmust immediately give a copy to the occupier.\n(6) If:\n(a) a question arises, in proceedings in or before the court, as to\nwhether the occupier of a place consented to an inspector\nentering the place under this Law; and\n(b) an acknowledgment under this section is not produced in\nevidence for the entry; and\n(c) it is not proved the occupier consented to the entry;\nthe court may presume the occupier did not consent.\n\nCo-operatives (National Uniform Legislation) Act 2015 303\n","sortOrder":501},{"sectionNumber":"500","sectionType":"section","heading":"Inspectors may require certain persons to appear, answer","content":"500 Inspectors may require certain persons to appear, answer\nquestions and produce documents\n(1) An inspector may, by notice in the approved form:\n(a) require a co-operative to produce to the inspector at a time\nand place stated in the notice stated relevant documents\nrelating to the co-operative; and\n(b) require a person who is involved in the activities of a\nco-operative to produce to the inspector at a time and place\nstated in the notice stated relevant documents relating to the\n(c) require a person who is involved in the activities of a\n(i) to attend before the inspector at a time and place stated\nin the notice; and\n(ii) to answer questions put to the person by the inspector\nrelating to the promotion, formation, membership,\ncontrol, transactions, dealings, business or property of\n(2) A person is considered to be involved in the activities of a\nco-operative if the person:\n(a) is or has been an officer or employee of, or an agent,\nauthorised deposit-taking institution, Australian legal\npractitioner, auditor or other person acting in any capacity for,\n(b) has a relevant document relating to the co-operative in the\nperson's possession or control; or\n(c) was a party to the creation of a relevant document relating to\n","sortOrder":502},{"sectionNumber":"501","sectionType":"section","heading":"Powers of inspectors at place entered","content":"501 Powers of inspectors at place entered\nAn inspector has the following powers at a place the inspector is\nauthorised to enter:\n(a) power to search for evidence of a contravention of this Law;\n(b) power to search for relevant documents and to require a\nperson at the place to produce to the inspector any relevant\ndocument in the person's custody or under the person's\ncontrol;\n\nCo-operatives (National Uniform Legislation) Act 2015 304\n(c) power to require a person at the place who is apparently\ninvolved in the management or conduct of the affairs or\nactivities of a co-operative to answer questions or provide\ninformation;\n(d) power to exercise the functions of an inspector under\nsection 502 in relation to a relevant document found at the\nplace or produced to the inspector.\n","sortOrder":503},{"sectionNumber":"502","sectionType":"section","heading":"Functions of inspectors in relation to relevant documents","content":"502 Functions of inspectors in relation to relevant documents\n(1) An inspector has the following powers in relation to a relevant\ndocument found by an inspector at a place entered by the inspector\nor produced to the inspector under a requirement made under this\nPart:\n(a) power to take possession of the document or secure it against\ninterference;\n(b) power to make copies of, or take extracts from, the document;\n(c) power to require a person who was party to the creation of the\ndocument to make a statement giving any explanation the\nperson is able to give as to any matter relating to the creation\nof the document or as to any matter to which the document\nrelates;\n(d) power to retain possession of the document for the period\nnecessary to enable the document to be inspected, and\ncopies of, or extracts from, the document to be made or taken.\n(2) While an inspector retains possession of a document, the inspector\nmust permit a person who would be entitled to inspect the\ndocument were it not in the possession of the inspector to inspect\nthe document at a reasonable time and make a copy of, or take\nextracts from, the document.\n(3) If an inspector takes possession of or secures against interference\na relevant document and a person has a lien on the document, the\ninspector's actions do not prejudice the lien.\n","sortOrder":504},{"sectionNumber":"503","sectionType":"section","heading":"Protection from incrimination","content":"503 Protection from incrimination\n(1) A person is not excused from making a statement under a\nrequirement under this Part on the ground the statement might tend\nto incriminate him or her.\n\nCo-operatives (National Uniform Legislation) Act 2015 305\n(2) However, if the person claims before making a statement that the\nstatement might tend to incriminate him or her, the statement is not\nadmissible in evidence against him or her in criminal proceedings,\nother than proceedings under this Part.\n(3) Except as provided by subsection (2), a statement made by a\nperson in compliance with a requirement under this Part may be\nused in evidence in any criminal or civil proceedings against the\nperson.\n","sortOrder":505},{"sectionNumber":"504","sectionType":"section","heading":"Warrants","content":"504 Warrants\n(1) An inspector may apply to the designated authority for a warrant to\nenter a place.\n(2) The application must be sworn and state the grounds on which the\nwarrant is sought.\n(3) The designated authority may refuse to consider the application\nuntil the inspector gives the designated authority all the information\nthe designated authority requires about the application in the way\nthe designated authority requires.\nNote\nThe designated authority may, for example, require additional information\nsupporting the application to be given by statutory declaration.\n(4) The designated authority may issue the warrant only if satisfied\nthere are reasonable grounds for suspecting:\n(a) the affairs or activities of a co-operative are being managed or\nconducted at the place; or\n(b) there are relevant documents at the place; or\n(c) there is a particular thing or activity (the evidence) that may\nprovide evidence of an offence against this Law; or\n(d) the evidence is at the place, or may be at the place, within the\nnext 7 days.\n(5) The warrant must state:\n(a) that the inspector may, with reasonable and necessary help\nand force, enter the place and exercise the inspector's powers\nunder this Law; and\n(b) the suspected offence (if any) for which the warrant was\nissued; and\n\nCo-operatives (National Uniform Legislation) Act 2015 306\n(c) any evidence that may be seized under the warrant; and\n(d) the hours when the place may be entered; and\n(e) the date, within 7 days after the warrant's issue, when the\nwarrant ends.\n(6) A police officer may accompany an inspector executing a warrant\nissued under this section and may take all reasonable steps to\nassist in the exercise of the functions of the inspector under this\nLaw.\n","sortOrder":506},{"sectionNumber":"505","sectionType":"section","heading":"Warrants – applications made otherwise than in person","content":"505 Warrants – applications made otherwise than in person\n(1) An inspector may apply for a warrant by phone, fax, radio or\nanother form of communication if the inspector considers it\nnecessary because of:\n(a) urgent circumstances; or\n(b) other special circumstances, including, for example, the\ninspector's remote location.\n(2) Before applying for the warrant, the inspector must prepare an\napplication stating the grounds on which the warrant is sought.\n(3) The inspector may apply for the warrant before the application is\nsworn.\n(4) After issuing the warrant, the designated authority must\nimmediately provide by fax or another form of communication a\ncopy to the inspector if it is reasonably practicable to do so.\n(5) If it is not reasonably practicable to provide a copy to the inspector:\n(a) the designated authority must:\n(i) tell the inspector what the terms of the warrant are; and\n(ii) tell the inspector the date and time the warrant was\nissued; and\n(b) the inspector must complete a form of warrant (the warrant\nform) and write on it:\n(i) the designated authority's name; and\n(ii) the date and time the designated authority issued the\nwarrant; and\n(iii) the warrant's terms.\n\nCo-operatives (National Uniform Legislation) Act 2015 307\n(6) The copy of the warrant, or the warrant form properly completed by\nthe inspector, authorises the entry and the exercise of the other\npowers stated by the warrant issued by the designated authority.\n(7) The inspector must, at the first reasonable opportunity, send the\ndesignated authority:\n(a) the sworn application; and\n(b) if the inspector completed a warrant form – the completed\nwarrant form.\n(8) On receiving the documents, the designated authority must attach\nthem to the warrant.\n(9) Subsection (10) applies to a court if:\n(a) a question arises, in proceedings in or before the court,\nwhether a power exercised by an inspector was authorised by\na warrant issued under this section; and\n(b) the warrant is not produced in evidence.\n(10) The court may presume the exercise of the power was not\nauthorised by a warrant issued under this section, unless the\ncontrary is proved.\n","sortOrder":507},{"sectionNumber":"506","sectionType":"section","heading":"Requirements before executing warrant","content":"506 Requirements before executing warrant\n(1) Before executing a warrant, the inspector named in the warrant or a\nperson assisting the inspector must announce that he or she is\nauthorised by the warrant to enter the premises and give any\nperson at the premises an opportunity to allow entry to the\npremises.\n(2) The inspector or a person assisting the inspector need not comply\nwith subsection (1) if he or she believes on reasonable grounds that\nimmediate entry to the premises is required to ensure the effective\nexecution of the warrant is not frustrated.\n(3) If an occupier or another person who apparently represents the\noccupier is present at a place when a warrant is being executed,\nthe inspector must:\n(a) identify himself or herself to the person by producing his or her\nidentity card for inspection by the person; and\n(b) give to the person a copy of the execution copy of the warrant.\n\nCo-operatives (National Uniform Legislation) Act 2015 308\n","sortOrder":508},{"sectionNumber":"507","sectionType":"section","heading":"General powers after entering places","content":"507 General powers after entering places\n(1) This section applies to an inspector who enters a place under this\nPart.\n(2) For the purpose of monitoring or enforcing compliance with this\nLaw, the inspector may:\n(a) search any part of the place; or\n(b) examine, inspect, photograph or film anything at the place; or\n(c) copy a document at the place; or\n(d) take into or onto the place any persons, equipment and\nmaterials the inspector reasonably requires for exercising a\npower under this Part; or\n(e) require a person in the place to give the inspector reasonable\nhelp to exercise the powers referred to in paragraphs (a) – (d).\n(3) A person required to give reasonable help under subsection (2)(e)\nmust comply with the requirement, unless the person has a\nreasonable excuse.\n(4) If the help is required to be given to an inspector by:\n(a) answering a question; or\n(b) producing a document, other than a document required to be\nkept under this Law;\nit is a reasonable excuse for the person to fail to answer the\nquestion, or produce the document, if complying with the\nrequirement might tend to incriminate the person.\n","sortOrder":509},{"sectionNumber":"508","sectionType":"section","heading":"Power to seize evidence","content":"508 Power to seize evidence\n(1) An inspector who enters a place under this Part other than under a\nwarrant may seize a thing in the place if:\n(a) the inspector reasonably believes the thing is evidence of an\noffence against this Law or the Co-operatives National Law\nAct of this jurisdiction; and\n(b) seizure of the thing is consistent with the purpose of entry as\ntold to the occupier.\n\nCo-operatives (National Uniform Legislation) Act 2015 309\n(2) An inspector who enters a place under this Part under a warrant\nmay seize the evidence for which the warrant was issued.\n(3) An inspector may also seize anything else in a place referred to in\nsubsection (1) or (2) if the inspector reasonably believes:\n(a) the thing is evidence of an offence against this Law or the\nCo-operatives National Law Act of this jurisdiction; and\n(b) the seizure is necessary to prevent the thing being hidden, lost\nor destroyed or used to continue or repeat the offence.\n","sortOrder":510},{"sectionNumber":"509","sectionType":"section","heading":"Receipt for seized things","content":"509 Receipt for seized things\n(1) As soon as possible after an inspector seizes a thing, the inspector\nmust give a receipt for it to the person from whom it was seized.\n(2) However, if for any reason it is not practicable to comply with\nsubsection (1), the inspector must leave the receipt at the place of\nseizure, in a reasonably secure way and in a conspicuous position.\n(3) The receipt must describe generally each thing seized and its\ncondition.\n","sortOrder":511},{"sectionNumber":"510","sectionType":"section","heading":"Return of seized things","content":"510 Return of seized things\n(1) An inspector must return a seized thing to its owner at the end of:\n(a) 6 months; or\n(b) if proceedings for an offence involving it is started within the\n6 months – the proceedings and any appeal from the\nproceedings.\n(2) Despite subsection (1), the inspector must return the seized thing to\nthe person immediately the inspector stops being satisfied its\nretention as evidence is necessary.\n","sortOrder":512},{"sectionNumber":"511","sectionType":"section","heading":"Power to require name and address","content":"511 Power to require name and address\n(1) This section applies if:\n(a) an inspector finds a person committing an offence against this\nLaw or the Co-operatives National Law Act of this jurisdiction;\nor\n(b) an inspector finds a person in circumstances that lead, or has\ninformation that leads, the inspector to reasonably suspect the\nperson has just committed an offence against this Law or the\nCo-operatives National Law Act of this jurisdiction.\n\nCo-operatives (National Uniform Legislation) Act 2015 310\n(2) The inspector may require the person to state the person's name\nand address.\n(3) When making the requirement, the inspector must warn the person\nit is an offence to fail to state the person's name or address, unless\nthe person has a reasonable excuse.\n(4) The inspector may require the person to give evidence of the\ncorrectness of the stated name or address if the inspector\nreasonably suspects the stated name or address is false.\n(5) A person must comply with a requirement under subsection (2)\nor (4), unless the person has a reasonable excuse.\n(6) A person does not commit an offence against subsection (5) if:\n(a) the person was required to state the person's name and\naddress by an inspector who suspected the person had\ncommitted an offence against this Law or the Co-operatives\nNational Law Act of this jurisdiction; and\n(b) the person is not proved to have committed the offence\nreferred to in paragraph (a).\n","sortOrder":513},{"sectionNumber":"512","sectionType":"section","heading":"False or misleading statements","content":"512 False or misleading statements\n(1) A person must not state anything to an inspector the person knows\nis false or misleading in a material particular.\n(2) It is sufficient for a complaint for an offence against subsection (1)\nto state the statement made was false or misleading to the person's\nknowledge without stating which.\n","sortOrder":514},{"sectionNumber":"513","sectionType":"section","heading":"Power to require production of documents","content":"513 Power to require production of documents\n(1) An inspector may require a person to produce to the inspector, for\ninspection, a document this Law requires the person to hold or\nkeep.\n(2) The person must produce the document, unless the person has a\nreasonable excuse for not producing it.\n(3) The inspector may keep a document that is produced:\n(a) to take an extract from the document; or\n\nCo-operatives (National Uniform Legislation) Act 2015 311\n(b) to make a copy of it.\n(4) The inspector must return the document to the person as soon as\npracticable after taking the extract or making the copy.\n","sortOrder":515},{"sectionNumber":"514","sectionType":"section","heading":"False or misleading documents","content":"514 False or misleading documents\n(1) A person must not give to the Registrar or an inspector a document\ncontaining information the person knows is false or misleading in a\nmaterial particular.\n(2) Subsection (1) does not apply to a person who, when giving the\ndocument:\n(a) tells the Registrar or inspector, to the best of the person's\nability, how it is false, misleading or incomplete; and\n(b) if the person has, or can reasonably get, the correct\ninformation – gives the correct information to the Registrar or\ninspector.\n(3) It is sufficient for a complaint against a person for an offence\nagainst subsection (1) to state the document was false, misleading\nor incomplete to the person's knowledge without stating which.\n","sortOrder":516},{"sectionNumber":"515","sectionType":"section","heading":"Obstruction of inspectors","content":"515 Obstruction of inspectors\n(1) A person must not obstruct an inspector, or a person helping an\ninspector, in the exercise of a power under this Law, unless the\nperson has a reasonable excuse.\n(2) If a person obstructs an inspector in the exercise of a power under\nthis Law and the inspector decides to exercise the power, the\ninspector must warn the person.\n(3) In warning the person, the inspector must tell the person:\n(a) it is an offence to obstruct the inspector, unless the person\nhas a reasonable excuse; and\n(b) the inspector considers the person's conduct is an obstruction.\n(4) In this section:\nobstruct includes hinder and attempt to obstruct.\n\nCo-operatives (National Uniform Legislation) Act 2015 312\n","sortOrder":517},{"sectionNumber":"516","sectionType":"section","heading":"Copies or extracts of records to be admitted in evidence","content":"516 Copies or extracts of records to be admitted in evidence\n(1) In any legal proceedings (whether under this Law or otherwise), a\ncopy of or extract from a record relating to affairs of a co-operative\nis admissible in evidence as if it were the original record or the\nrelevant part of the original record.\n(2) However, a copy of or extract from a record is not admissible in\nevidence under subsection (1) unless it is proved the copy or\nextract is a true copy of the record or of the relevant part of the\nrecord.\n(3) For the purposes of subsection (2), evidence that a copy of or\nextract from a record is a true copy of the record or of part of the\nrecord may be given either orally or by an affidavit or statutory\ndeclaration by a person who has compared the copy or extract with\nthe record or the part of the record.\n","sortOrder":518},{"sectionNumber":"517","sectionType":"section","heading":"Privilege","content":"517 Privilege\n(1) An Australian legal practitioner is entitled to refuse to comply with a\nrequirement under section 500 or 502 relating to a relevant\ndocument if:\n(a) the document contains a privileged communication made by\nor on behalf of or to the practitioner in his or her capacity as\nan Australian legal practitioner; or\n(b) the practitioner is not able to comply with the requirement\nwithout disclosing a privileged communication made by or on\nbehalf of or to the practitioner in his or her capacity as an\nAustralian legal practitioner.\n(2) The practitioner is not entitled to refuse to comply with the\nrequirement to the extent he or she is able to comply with it without\ndisclosing the privileged communication.\n(3) The practitioner is also not entitled to refuse to comply with the\nrequirement if the person by or on behalf of whom the\ncommunication was made or (if the person is under administration\nunder Part 5.3A of the Corporations Act, as applying under this\nLaw, or in the course of being wound up) the administrator or the\nliquidator agrees to the practitioner complying with the requirement.\n(4) If the practitioner refuses to comply with the requirement, he or she\nmust immediately give in writing to the Registrar:\n(a) the name and address of the person to whom or by or on\nbehalf of whom the communication was made (if known to the\npractitioner); and\n\nCo-operatives (National Uniform Legislation) Act 2015 313\n(b) sufficient particulars to identify the document containing the\ncommunication (if the communication was made in writing).\n","sortOrder":519},{"sectionNumber":"518","sectionType":"section","heading":"Machinery and other provisions for warrants","content":"518 Machinery and other provisions for warrants\njurisdiction may contain machinery and other provisions for\napplications for, the issue of, and the execution of, warrants.\nPart 6.5 Inquiries\n","sortOrder":520},{"sectionNumber":"519","sectionType":"section","heading":"Definitions","content":"519 Definitions\naffairs of a co-operative includes:\n(a) the promotion, formation, membership, control, transactions,\ndealings, business and property of the co-operative; and\n(b) loans made to the co-operative; and\n(c) matters that are concerned with identifying people who are, or\nhave been, financially interested in the success or failure, or\napparent success or failure, of the co-operative or who are, or\nhave been, able to control or influence materially the policies\n(d) the circumstances in which a person placed, withdrew or\ndisposed of funds with, or loans to, the co-operative.\ncosts of an inquiry under this Part includes:\n(a) the expenses of, and incidental to, the inquiry; and\n(b) the expenses payable by the Registrar in proceedings\ninstituted by the Registrar under this Part in the name of the\nco-operative the subject of the inquiry; and\n(c) the part of the remuneration of a public sector official that the\nMinister decides is attributable to matters connected with the\ninquiry.\ninvolved person, in relation to an inquiry into the affairs of a\nco-operative, means:\n(a) an officer of the co-operative; or\n\nCo-operatives (National Uniform Legislation) Act 2015 314\n(b) a person who acts, or has at any time acted, as authorised\ndeposit-taking institution, Australian legal practitioner, auditor\nor actuary, or in another capacity, for the co-operative; or\n(c) a person who has, or at any time had, in his or her possession\nproperty of the co-operative; or\n(d) a person who is indebted to the co-operative; or\n(e) a person who is capable of giving information relating to the\naffairs of the co-operative; or\n(f) a person whom an investigator believes on reasonable\ngrounds to be a person referred to in paragraphs (a) – (e).\n","sortOrder":521},{"sectionNumber":"520","sectionType":"section","heading":"Appointment of investigators","content":"520 Appointment of investigators\n(1) The designated authority may appoint a person or persons to hold\nan inquiry into the affairs of a co-operative if the designated\nauthority considers it is desirable to do so for the protection or\notherwise in the interests of the public or of members or creditors of\n(2) The designated authority may vary the terms of appointment of an\ninvestigator if the investigator agrees to the variation.\n(3) In the course of an inquiry into the affairs of a co-operative, an\ninvestigator may inquire into the affairs of a subsidiary of the\nco-operative that, if the subsidiary were the co-operative, would be\naffairs of the co-operative.\n(4) An inquiry into the affairs of a subsidiary of a co-operative may be\nconducted as if the subsidiary were the co-operative.\n","sortOrder":522},{"sectionNumber":"521","sectionType":"section","heading":"Powers of investigators","content":"521 Powers of investigators\n(1) An investigator inquiring into the affairs of a co-operative may, by\ngiving an involved person a notice in the approved form, require the\nperson:\n(a) to produce any document of which the person has custody or\ncontrol and that relates to those affairs; or\n(b) to give the investigator all reasonable help in the inquiry; or\n(c) to appear before the investigator for examination on oath or\naffirmation.\n(2) An investigator may administer an oath or affirmation to an involved\nperson given a notice under subsection (1).\n\nCo-operatives (National Uniform Legislation) Act 2015 315\n(3) An investigator may take possession of a document produced by an\ninvolved person under subsection (1) and retain it for the period the\ninvestigator decides is necessary for the inquiry.\n(4) While an investigator retains possession of a document, the\ninvestigator must permit a person who would be entitled to inspect\nthe document were it not in the investigator's possession to inspect\nthe document at any reasonable time and make a copy of, or take\nextracts from, the document.\n","sortOrder":523},{"sectionNumber":"522","sectionType":"section","heading":"Examination of involved person","content":"522 Examination of involved person\n(1) An Australian legal practitioner acting for an involved person:\n(a) may attend an examination of the involved person by an\ninvestigator; and\n(b) may, to the extent the investigator permits, address the\ninvestigator and examine the involved person.\n(2) An involved person is not excused from answering a question\nasked by the investigator even if seeking to be excused on the\nground of possible self-incrimination.\n(3) If an involved person answers a question of an investigator after\nhaving claimed possible self-incrimination by doing so, neither the\nquestion nor the answer is admissible in evidence in criminal\nproceedings other than:\n(a) proceedings under section 524 for giving a false or misleading\nanswer to the question; or\n(b) proceedings on a charge of perjury in relation to the answer.\n(4) An involved person who attends for examination by an investigator\nis entitled to be paid the allowance and the expenses:\n","sortOrder":524},{"sectionNumber":"523","sectionType":"section","heading":"Privilege","content":"523 Privilege\n(1) An involved person who is an Australian legal practitioner is entitled\nto refuse to produce a document to an investigator if the document\ncontains a privileged communication made by or on behalf of or to\nthe practitioner in his or her capacity as an Australian legal\npractitioner.\n\nCo-operatives (National Uniform Legislation) Act 2015 316\n(2) The practitioner is not entitled to refuse to produce the document if\nthe person by or on behalf of whom the communication was made\nor (if the person is under administration under Part 5.3A of the\nCorporations Act, as applying under this Law, or in the course of\nbeing wound up) the administrator or liquidator agrees to the\npractitioner producing the document.\n(3) If the practitioner refuses to comply with the requirement to produce\na document, he or she must immediately give in writing to the\ninvestigator:\n(a) the name and address of the person to whom or by or on\nbehalf of whom the communication was made (if known to the\npractitioner); and\n(b) sufficient particulars to identify the document.\n","sortOrder":525},{"sectionNumber":"524","sectionType":"section","heading":"Offences by involved person","content":"524 Offences by involved person\n(1) An involved person must not:\n(a) fail to comply with a lawful requirement of an investigator\nwithout showing reasonable cause for the failure; or\n(b) give an investigator information knowing the information to be\nfalse or misleading in a material particular; or\n(c) when appearing before an investigator:\n(i) make a statement knowing the statement to be false or\nmisleading in a material particular; or\n(ii) fail to be sworn or to make an affirmation.\n(2) If an investigator considers a failure by a person to comply with a\nrequirement of the investigator is an offence under\nsubsection (1)(a), the investigator may certify the failure to the\nSupreme Court and the court may then:\n(a) order the involved person to comply with the requirement of\nthe investigator within a stated period; or\n\nCo-operatives (National Uniform Legislation) Act 2015 317\n(b) instead of, or in addition to, making the order, punish the\ninvolved person as for a contempt of the Supreme Court if\nsatisfied there was no lawful excuse for the failure to comply\nwith the requirement of the investigator.\n","sortOrder":526},{"sectionNumber":"525","sectionType":"section","heading":"Offences relating to documents","content":"525 Offences relating to documents\nIf an inquiry into the affairs of a co-operative is being held under this\nPart, a person who:\n(a) conceals, destroys, mutilates or alters a document relating to\n(b) sends, or causes to be sent, out of this jurisdiction a document\nor other property belonging to, or under the control of, the\ncommits an offence, unless it is established the person charged did\nnot intend to defeat, delay or obstruct the inquiry.\n","sortOrder":527},{"sectionNumber":"526","sectionType":"section","heading":"Record of examination","content":"526 Record of examination\n(1) Except as provided by section 522, a record of an examination may\nbe used in proceedings against the person examined, but this does\nnot preclude the admission of other written or oral evidence.\n(2) A person examined is, on written application made to the\ninvestigator, entitled to a free copy of the record of examination.\n(3) The Registrar may give an Australian legal practitioner a copy of a\nrecord of examination made by an investigator if the Registrar is\nsatisfied the practitioner is conducting, or is in good faith\ncontemplating, proceedings about affairs of the co-operative to\nwhich the record relates.\n(4) An Australian legal practitioner must not:\n(a) use a copy of a record of examination otherwise than for the\npreparation for, institution of, or conduct of, proceedings; or\n(b) publish or communicate the record or part of it for another\npurpose.\n\nCo-operatives (National Uniform Legislation) Act 2015 318\n","sortOrder":528},{"sectionNumber":"527","sectionType":"section","heading":"Report of investigator","content":"527 Report of investigator\n(1) An investigator may, and if directed by the Registrar to do so must,\nmake interim reports to the Registrar on any inquiry being held by\nthe investigator.\n(2) As soon as practicable after the end of an inquiry, the investigator\nmust report to the Registrar:\n(a) the opinion of the investigator in relation to the affairs of the\nco-operative the subject of the inquiry; and\n(b) the findings on which the opinion is based.\n(3) An investigator's report may include a recommendation as to\nwhether:\n(a) a direction should be given under section 530(3); or\n(b) an application should be made under section 530(4) or (5); or\n(c) both a direction should be given and an application should be\nmade.\n(4) A report by an investigator may be accompanied by any document\nof which the investigator has taken possession after being\nproduced under this Part, in which case the Registrar:\n(a) may retain the document for the period the Registrar\nconsiders necessary to decide whether proceedings should be\ninstituted as a result of the inquiry; and\n(b) may retain the document for the further period the Registrar\nconsiders necessary to enable proceedings to be instituted\nand prosecuted; and\n(c) may permit the use of the document for proceedings instituted\nas a result of the inquiry; and\n(d) must permit inspection of the document by a person who\nwould be entitled to inspect it if it were returned to its former\ncustody; and\n(e) may permit inspection of the document by another person\nwhile it is in the possession of the Registrar, but only if the\nRegistrar considers the person has an interest in the inquiry\nand, because of the interest, refusal of the inspection would\nbe unjust.\n\nCo-operatives (National Uniform Legislation) Act 2015 319\n","sortOrder":529},{"sectionNumber":"528","sectionType":"section","heading":"Proceedings following inquiry","content":"528 Proceedings following inquiry\n(1) If proceedings are to be, or have been, instituted by the Registrar\nas a result of an inquiry under this Part, the Registrar may, by\nwritten notice, require a person who, in relation to the inquiry, was\nan involved person to give all the assistance in the proceedings the\nperson is reasonably able to give.\n(2) The Supreme Court may, on the application of the Registrar, order\na person to comply with a notice under subsection (1) if the person\nhas failed to do so.\n(3) If the Registrar considers, as a result of an inquiry under this Part,\nproceedings should, in the public interest, be instituted by a\nco-operative for the recovery of:\n(a) damages for fraud or other misconduct in the affairs of the\n(b) property of the co-operative;\nthe proceedings may be instituted and prosecuted in the name of\n","sortOrder":530},{"sectionNumber":"529","sectionType":"section","heading":"Admission of investigator's report as evidence","content":"529 Admission of investigator's report as evidence\n(1) A document certified by the Registrar as being a copy of a report of\nan inquiry under this Part is admissible as evidence of any findings\nmade by the investigator.\n(2) Subsection (1) does not authorise the admission of evidence that is\ninadmissible under section 522.\n","sortOrder":531},{"sectionNumber":"530","sectionType":"section","heading":"Costs of inquiry","content":"530 Costs of inquiry\n(1) The costs of an inquiry under this Part are to be paid out of money\nappropriated by the Legislature of this jurisdiction.\n(2) At the direction of the Minister, the Registrar must act under one or\nmore of subsections (3), (4) and (5).\n(3) The Registrar may, by written notice given to a co-operative, direct\nthe co-operative to pay to:\n(a) the Registrar, unless paragraph (b) applies; or\n(b) the entity prescribed by the Co-operatives National Law Act of\nthis jurisdiction for the purposes of this paragraph;\n\nCo-operatives (National Uniform Legislation) Act 2015 320\nall or part of the costs of an inquiry under this Part into the affairs of\n(4) If proceedings are instituted by the Registrar under section 528 in\nthe name of a co-operative, the court may, in the course of the\nproceedings and on the application of the Registrar, order all or part\nof the costs of the inquiry that led to the proceedings be paid to the\nRegistrar by a stated party to the proceedings.\n(5) If a person is convicted of an offence in proceedings certified by the\nRegistrar to be the result of an inquiry into the affairs of a\nco-operative, the court may, on the application of the Registrar\nmade at the time of the conviction or within 14 days later, order the\nconvicted person to pay to the Registrar all or part of the costs of\nthe inquiry.\n(6) An order under this section must state:\n(a) the amount to be paid; and\n(b) the time or times for payment; and\n(c) the manner of payment.\n(7) An amount that has not been paid by a person in accordance with\nan order under this section is recoverable from the person by the\nRegistrar as a debt.\nPart 6.6 Special meetings and inquiries\n","sortOrder":532},{"sectionNumber":"531","sectionType":"section","heading":"Application for special meeting or inquiry","content":"531 Application for special meeting or inquiry\n(1) The Registrar must, on the application of a majority of the members\nof the board or of not less than one-third in number of the members\nof a co-operative:\n(a) call a special meeting of the co-operative; or\n(b) hold, or appoint an inspector to hold, an inquiry into the affairs\nof the co-operative or of a subsidiary of the co-operative.\n(2) An application must be supported by the evidence the Registrar\ndirects to show the applicants have good reason for requiring the\nmeeting or inquiry and the application is made without malicious\nmotive.\n(3) Notice of the application must be given to the co-operative as the\nRegistrar directs.\n\nCo-operatives (National Uniform Legislation) Act 2015 321\n(4) The applicants must give security for the expenses of the meeting\nor inquiry as directed by the Registrar.\n","sortOrder":533},{"sectionNumber":"532","sectionType":"section","heading":"Holding of special meeting","content":"532 Holding of special meeting\n(1) The Registrar may direct the time and place at which a special\nmeeting is to be held and the matters to be discussed and decided\nat the meeting.\n(2) The Registrar must give the notice to members of the holding of the\nspecial meeting that the Registrar considers appropriate (despite a\nprovision in the rules of the co-operative as to the giving of notice).\n(3) The special meeting has all the powers of a meeting called under\nthe rules of the co-operative and has power to appoint its own\nchairperson (despite a rule of the co-operative to the contrary).\n(4) The Registrar or another person nominated by the Registrar may\nattend and address the meeting.\n","sortOrder":534},{"sectionNumber":"533","sectionType":"section","heading":"Expenses of special meeting or inquiry","content":"533 Expenses of special meeting or inquiry\nThe expenses of and incidental to a meeting called or an inquiry\nheld under this Part (including under section 534) must be defrayed\nin the proportions the Registrar directs:\n(a) by the applicants (if any); or\n(b) out of the funds of the co-operative to which the meeting or\ninquiry related or whose subsidiary was the subject of the\ninquiry; or\n(c) by an officer, member, former officer or former member of the\n","sortOrder":535},{"sectionNumber":"534","sectionType":"section","heading":"Power to hold special inquiry into co-operative","content":"534 Power to hold special inquiry into co-operative\nThe Registrar may without an application hold, or appoint an\ninspector to hold, an inquiry into the working and financial condition\nof a co-operative or a subsidiary of a co-operative.\n","sortOrder":536},{"sectionNumber":"535","sectionType":"section","heading":"Special meeting following inquiry","content":"535 Special meeting following inquiry\n(1) After an inquiry under this Part, the Registrar may call a special\n(2) Sections 532 and 533 apply to the meeting.\n\nCo-operatives (National Uniform Legislation) Act 2015 322\nChapter 7 Legal proceedings and other matters\nPart 7.1 Offences, enforcement and remedies\n536 Notice to be given of conviction for offence\nIf a co-operative or an officer of a co-operative is convicted of an\noffence against a provision of this Law or of a corresponding\nco-operatives law, the co-operative must, within 28 days after the\nconviction is recorded, give to each member of the co-operative\nnotice of:\n(a) the conviction; and\n(b) any penalty imposed; and\n(c) the nature of the offence.\n","sortOrder":537},{"sectionNumber":"537","sectionType":"section","heading":"Secrecy","content":"537 Secrecy\n(1) A person who is, or at any time was, engaged in the administration\nof this Law or a former Act must not, other than as provided by this\nsection, record, make use of or divulge information obtained in the\ncourse of the administration.\n(2) Subsection (1) does not apply to:\n(a) the recording, making use of or divulging of information in the\ncourse of the administration of this Law; or\n(b) the recording or making use of information for the purpose of\ndivulging it as permitted by subsection (3) or (4); or\n(c) the divulging of information as permitted by subsection (3)\nor (4).\n(3) Information may be divulged:\n(a) for the purposes of criminal proceedings; or\n(b) for the purposes of proceedings under this Law or a\ncorresponding co-operatives law or of an inquiry authorised by\nlegislation of this jurisdiction or of another jurisdiction; or\n(c) with the consent of the person to whom the information\nrelates; or\n\nCo-operatives (National Uniform Legislation) Act 2015 323\n(d) under a requirement imposed under legislation of this\njurisdiction or of another jurisdiction; or\n(e) under a reciprocal arrangement under sections 616 and 617.\n(4) Information may be divulged to:\n(a) the Minister; or\n(b) the Registrar or a participating Registrar; or\n(c) a person specified in the Co-operatives National Law Act of\nthis jurisdiction (subject to any conditions or limitations\nspecified in that Act) for the purposes of this paragraph; or\nNote\nThis paragraph is intended to cover the Treasurer, Auditor-General, Independent\nCommission Against Corruption, etc.\n(d) the person who, under a law of this jurisdiction or another\njurisdiction, administers a law of the jurisdiction that relates to\ntaxation or the imposition of a duty; or\n(e) the Commissioner of Taxation, a Second Commissioner of\nTaxation or a Deputy Commissioner of Taxation holding office\nunder a law of the Commonwealth; or\n(f) ASIC; or\n(g) a person nominated by a person referred to in\nparagraphs (a) – (f); or\n(h) a person seeking information under a reciprocal arrangement\nunder section 616 or 617; or\n(i) a police officer exercising functions as a police officer; or\n(j) a person, to whom the Registrar considers it is in the public\ninterest that the information be divulged.\n(5) For the purposes of this section, a person is, or was, engaged in\nthe administration of this Law or a former Act if the person\nexercises, or at any time exercised, a function as:\n(a) the Registrar holding office under this Law or a former Act; or\n(b) an inspector appointed under this Law or a former Act; or\n(c) an investigator appointed under this Law or a former Act; or\n\nCo-operatives (National Uniform Legislation) Act 2015 324\n(d) a person appointed or employed for the purposes of this Law\nor a former Act.\n(6) In this section:\ndivulge information means:\n(a) communicate the information orally; or\n(b) make available a document containing the information; or\n(c) make available anything from which, by electronic process or\notherwise, the information may be obtained; or\n(d) communicate the information in another way.\nformer Act means an Act specified in the Co-operatives National\nLaw Act of this jurisdiction for the purposes of this definition.\n","sortOrder":538},{"sectionNumber":"538","sectionType":"section","heading":"False or misleading statements","content":"538 False or misleading statements\n(1) A person must not, in a document required for the purposes of this\nLaw or filed with the Registrar, make, or authorise the making of, a\nstatement knowing it to be false or misleading in a material\nparticular.\nMaximum penalty: $12 000.\n(2) A person must not, from a document required for the purposes of\nthis Law or filed with the Registrar, omit, or authorise the omission\nof, anything knowing that the omission makes the document false\nor misleading in a material particular.\nMaximum penalty: $12 000.\n(3) A person who, in a document required for the purposes of this Law\nor filed with the Registrar, makes, or authorises the making of, a\nstatement that is false or misleading in a material particular\ncommits an offence, unless it is proved that the person had taken\nreasonable precautions aimed at avoiding the making or authorising\nof false or misleading statements in the document.\n\nCo-operatives (National Uniform Legislation) Act 2015 325\n(4) If an omission makes a document required for the purposes of this\nLaw or filed with the Registrar false or misleading in a material\nparticular, a person who made or authorised the omission commits\nan offence, unless it is proved that the person had taken\nreasonable precautions aimed at avoiding the making or authorising\nof omissions that would make the document false or misleading.\nMaximum penalty (for subsection (4)): $6 000.\n","sortOrder":539},{"sectionNumber":"539","sectionType":"section","heading":"Further offence for failure to do required act","content":"539 Further offence for failure to do required act\n(1) If a provision of this Law requires an act to be done, the obligation\nto do the act continues until the act is done:\n(a) even if the person has been convicted of an offence for the\nfailure to do the act; and\n(b) even if the provision required the act to be done within a\nparticular period or before a particular time and the period has\nended or the time passed.\n(2) If a person is convicted of an offence (a primary conviction) for a\nfailure to do an act (whether it is the first or a second or subsequent\noffence in relation to the failure) and the failure to do the act\ncontinues after the time of the conviction, the person commits a\nfurther offence for the continuing failure.\n(3) The further offence is constituted by the failure to do the act during\nthe period (the further offence period) that starts with the primary\nconviction and ends when proceedings for the further offence are\nstarted or the act concerned is done (whichever happens first).\n(4) Proceedings for a further offence are taken to be started on the day\nthe information or other initiating process for the further offence is\nlaid or commenced or an earlier day stated in the information or\nprocess for the purpose.\n(5) The maximum penalty for the further offence is the penalty worked\nout by multiplying $50 by the number of days in the further offence\nperiod.\n","sortOrder":540},{"sectionNumber":"540","sectionType":"section","heading":"Civil remedies","content":"540 Civil remedies\n(1) If a co-operative in making, guaranteeing or raising a loan or\nreceiving a deposit contravenes this Law or a rule of the\nco-operative, the civil rights and liabilities of the co-operative or\nanother person in relation to the recovery of the loan or deposit are\nnot affected or prejudiced by the contravention, but the money\nbecomes immediately payable.\n\nCo-operatives (National Uniform Legislation) Act 2015 326\n(2) The same remedies may be had for the recovery of the loan or\ndeposit and for the enforcement of any security for it as if there had\nnot been a contravention of this Law or the rules of the\n","sortOrder":541},{"sectionNumber":"541","sectionType":"section","heading":"Order against person concerned with co-operative","content":"541 Order against person concerned with co-operative\n(cf Corporations Act s 598)\n(1) Subject to subsection (2), where, on application by an eligible\napplicant, the Supreme Court is satisfied that:\n(a) a person is guilty of fraud, negligence, default, breach of trust\nor breach of duty in relation to a co-operative; and\n(b) the co-operative has suffered, or is likely to suffer, loss or\ndamage as a result of the fraud, negligence, default, breach of\ntrust or breach of duty;\nthe court may make such order or orders as it thinks appropriate\nagainst or in relation to the person (including either or both of the\norders specified in subsection (3)) and may so make an order\nagainst or in relation to a person even though the person may have\ncommitted an offence in respect of the matter to which the order\nrelates.\n(2) The Supreme Court must not make an order against a person\nunder subsection (1) unless the court has given the person the\nopportunity:\n(a) to give evidence; and\n(b) to call witnesses to give evidence; and\n(c) to bring other evidence in relation to the matters to which the\napplication relates; and\n(d) to employ, at the person's own expense, an Australian legal\npractitioner to put to the person, or to any other witness, such\nquestions as the court considers just for the purpose of\nenabling the person to explain or qualify any answers or\nevidence given by the person.\n(3) The orders that may be made under subsection (1) against a\nperson include:\n(a) an order directing the person to pay money or transfer\nproperty to the co-operative; and\n(b) an order directing the person to pay to the co-operative the\namount of the loss or damage.\n\nCo-operatives (National Uniform Legislation) Act 2015 327\n(4) Nothing in this section prevents any person from instituting any\nother proceedings in relation to matters in respect of which an\napplication may be made under this section.\neligible applicant, in relation to a co-operative, means:\n(b) a liquidator or provisional liquidator of the co-operative; or\n(c) an administrator of the co-operative; or\n(d) an administrator of a deed executed by the co-operative under\nsection 382; or\n(e) a person authorised in writing by the Registrar to make an\napplication under this section in relation to the co-operative.\nNote\nSection 561 provides that the Supreme Court must not make a declaration of\ncontravention or a pecuniary penalty order against a person for a contravention if\nthe person has been convicted of an offence constituted by conduct that is\nsubstantially the same as the conduct constituting the contravention.\n","sortOrder":542},{"sectionNumber":"542","sectionType":"section","heading":"Injunctions","content":"542 Injunctions\n(1) This section applies to conduct that constituted, constitutes or\nwould constitute:\n(a) a contravention of this Law; or\n(b) attempting to contravene this Law; or\n(c) aiding, abetting, counselling or procuring a person to\ncontravene this Law; or\n(d) inducing or attempting to induce, whether by threats, promises\nor otherwise, a person to contravene this Law; or\n(e) being in any way, directly or indirectly, knowingly concerned\nin, or party to, the contravention by a person of this Law; or\n(f) conspiring with others to contravene this Law.\n(2) On the application of:\n\nCo-operatives (National Uniform Legislation) Act 2015 328\n(b) a person whose interests have been, are or would be affected\nby conduct that another person has engaged in, is engaging in\nor is proposing to engage in, the Supreme Court, if satisfied\nthat the conduct is conduct to which this section applies, may\ngrant an injunction, on the terms the court considers\nappropriate, restraining a person from engaging in the conduct\nand, if the court considers it desirable to do so, requiring the\nperson to do any act or thing.\n(3) If the Supreme Court considers it desirable to do so, the court may\ngrant an interim injunction pending decision of the application.\n(4) The Supreme Court may discharge or vary an injunction granted\nunder this section.\n(5) The power of the Supreme Court to grant an injunction restraining a\nperson from engaging in conduct may be exercised:\n(a) whether or not it appears to the court that the person intends\nto engage again, or to continue to engage, in the conduct; and\n(b) whether or not the person has previously engaged in the\nconduct; and\n(c) whether or not there is an imminent danger of substantial\ndamage to a person if the first-mentioned person engages in\nthe conduct.\n(6) The power of the Supreme Court to grant an injunction requiring a\nperson to do an act or thing may be exercised:\n(a) whether or not it appears to the court that the person intends\nto refuse or fail again, or to continue to refuse or fail, to do the\nact or thing; and\n(b) whether or not the person has previously refused or failed to\ndo the act or thing; and\n(c) whether or not there is an imminent danger of substantial\ndamage to any person if the first-mentioned person refuses or\nfails to do the act or thing.\n(7) If the Supreme Court has power under this section to grant an\ninjunction restraining a person from engaging in particular conduct,\nor requiring a person to do a particular act or thing, the court may,\neither in addition to or in substitution for the grant of the injunction,\norder the person to pay damages to another person.\n\nCo-operatives (National Uniform Legislation) Act 2015 329\n","sortOrder":543},{"sectionNumber":"543","sectionType":"section","heading":"Undertakings","content":"543 Undertakings\n(1) The Registrar may accept a written undertaking given by a person\nin connection with a matter relating to a contravention of this Law or\nwhere the Registrar has reasonable grounds to believe there may\nbe a contravention of this Law.\n(2) Without limiting subsection (1), the Registrar may accept a written\nundertaking given by the person that the person will do either or\nboth of the following:\n(a) refrain from conduct that constitutes a contravention of this\nLaw;\n(b) take action to prevent or remedy a contravention of this Law.\n(3) The person may withdraw or vary an undertaking at any time, if the\nperson has first obtained the consent of the Registrar.\n(4) The consent of the Registrar is required for the purposes of\nsubsection (3) even if the undertaking purports to authorise a\nwithdrawal or variation of the undertaking without that consent.\n(5) If the Registrar accepts an undertaking given by a person, the\nRegistrar must not proceed against the person in respect of the\nconduct specified in the undertaking, unless it appears to the\nRegistrar that the person has contravened the undertaking.\n(6) Subsection (5) does not apply to an application by the Registrar for\nan order under section 545.\n","sortOrder":544},{"sectionNumber":"544","sectionType":"section","heading":"Offence for contravention of undertaking","content":"544 Offence for contravention of undertaking\nA person who contravenes an undertaking accepted by the\nRegistrar commits an offence.\n","sortOrder":545},{"sectionNumber":"545","sectionType":"section","heading":"Enforcement order on application with consent of person","content":"545 Enforcement order on application with consent of person\ngiving undertaking\n(1) The Registrar, with the consent of the person who gave an\nundertaking, may apply, at any time, to the designated tribunal for\nan order directing the person to comply with the undertaking.\n(2) On an application under subsection (1), the designated tribunal may\nby order direct the person to comply with the undertaking.\n(3) This section does not limit section 546.\n\nCo-operatives (National Uniform Legislation) Act 2015 330\n","sortOrder":546},{"sectionNumber":"546","sectionType":"section","heading":"Enforcement orders after contravention of undertaking","content":"546 Enforcement orders after contravention of undertaking\n(1) If the designated tribunal is satisfied, on the application of the\nRegistrar, that a person has contravened an undertaking accepted\nby the Registrar, the tribunal may make any or all of the following\norders:\n(a) an order prohibiting the person from engaging in specified\nconduct;\n(b) an order directing the person to take specified action to\ncomply with the undertaking;\n(c) an order directing the person to pay to the Registrar an\namount up to the amount of any financial benefit that the\nperson has obtained directly or indirectly and that is\nreasonably attributable to the contravention of the\n(d) any order that the tribunal considers appropriate directing the\nperson to compensate any other person who has suffered\nloss, injury or damage as a result of the contravention of the\n(e) any other order that the tribunal considers appropriate.\n(2) The designated tribunal may make an interim order under\nsubsection (1)(a) pending final determination of the application.\n(3) The designated tribunal may, on the application of the Registrar or\nthe person in respect of whom the order was made, vary or\ndischarge an order under subsection (1)(a).\n(4) An order under subsection (1)(a) may be made subject to such\nconditions as the designated tribunal thinks appropriate.\n(5) The designated tribunal must not make an order under this section\n(other than an interim order) unless satisfied on the balance of\nprobabilities that proper grounds for the order have been\nestablished.\n(6) If a co-operative or other corporation is found to have contravened\nan undertaking, each officer of the co-operative or other corporation\nis taken to have so breached the undertaking if the officer\nknowingly authorised or permitted the breach, and the court may\nmake, against the officer, all or any of the orders specified in\nsubsection (1) that the court thinks appropriate.\n\nCo-operatives (National Uniform Legislation) Act 2015 331\n","sortOrder":547},{"sectionNumber":"547","sectionType":"section","heading":"Copy of undertaking","content":"547 Copy of undertaking\nThe Registrar must give a copy of an undertaking under\nsection 543 to the person who gave the undertaking.\n","sortOrder":548},{"sectionNumber":"548","sectionType":"section","heading":"Registration of undertakings","content":"548 Registration of undertakings\n(1) The Registrar must register each undertaking in the register of\n(2) The register of co-operatives must include the following:\n(a) the name and address of the person who gave the\n(b) the date of the undertaking;\n(c) a copy of the undertaking.\n(3) The Registrar may withhold information relating to an undertaking\nfrom inclusion in the register of co-operatives if the Registrar is\nsatisfied that:\n(a) the information consists of personal details of an individual not\ninvolved in a contravention or possible contravention to which\nthe undertaking relates; or\n(b) the information is commercial-in-confidence; or\n(c) disclosure of the information would be against the public\nNote\n(4) If information is withheld under this section from inclusion in the\nregister of co-operatives, the register must include a statement that\ninformation has been withheld in relation to the undertaking\nconcerned and of the grounds on which it has been withheld.\n(5) For the purposes of this section, information is commercial-in-\nconfidence if:\n(a) its disclosure would place a person at a substantial\ncommercial disadvantage in relation to present or potential\ncontractual negotiations or arrangements; or\n(b) it is of a kind prescribed by the National Regulations as being\ncommercial-in-confidence.\n\nCo-operatives (National Uniform Legislation) Act 2015 332\n","sortOrder":549},{"sectionNumber":"549","sectionType":"section","heading":"Double jeopardy","content":"549 Double jeopardy\nIf:\n(a) an act or omission constitutes an offence under this Law and\nunder a co-operatives law of a participating jurisdiction; and\n(b) the offender has been punished for that offence under the\nco-operatives law of the participating jurisdiction;\nthe offender is not liable to be punished for the offence under this\nLaw.\n","sortOrder":550},{"sectionNumber":"550","sectionType":"section","heading":"Strict liability","content":"550 Strict liability\n(1) If a provision of this Law that creates an offence provides that the\noffence is an offence of strict liability:\n(a) there are no fault elements for any of the physical elements of\nthe offence; and\n(b) the defence of mistake of fact is available.\n(2) If a provision of this Law that creates an offence provides that strict\nliability applies to a particular physical element of the offence:\n(a) there are no fault elements for that physical element; and\n(b) the defence of mistake of fact is available in relation to that\nphysical element.\n(3) The existence of strict liability does not make any other defence\nunavailable.\n(4) Subsections (1) – (3) do not apply in relation to an offence under\nthe Corporations Act as applying under this Law.\n","sortOrder":551},{"sectionNumber":"551","sectionType":"section","heading":"Time limit for starting proceedings for offence","content":"551 Time limit for starting proceedings for offence\nProceedings for an offence under this Law or the National\nRegulations may be started no later than 5 years after the alleged\ncommission of the offence.\n","sortOrder":552},{"sectionNumber":"552","sectionType":"section","heading":"Authorisation to start proceedings for offence","content":"552 Authorisation to start proceedings for offence\nProceedings for an offence under this Law or the National\nRegulations may be started only by the Registrar or a person\nauthorised in writing by the Registrar to start the proceedings.\n\nCo-operatives (National Uniform Legislation) Act 2015 333\nPart 7.2 Civil consequences of contravening civil\npenalty provisions\n","sortOrder":553},{"sectionNumber":"553","sectionType":"section","heading":"Definitions (cf Corporations Act s 1317DA)","content":"553 Definitions (cf Corporations Act s 1317DA)\ncivil penalty provision means a provision referred to in\nsection 554.\ncompensation order means an order under section 557.\npecuniary penalty order means an order under section 556.\n","sortOrder":554},{"sectionNumber":"554","sectionType":"section","heading":"Declarations of contravention (cf Corporations Act s 1317E)","content":"554 Declarations of contravention (cf Corporations Act s 1317E)\n(1) If the Supreme Court is satisfied that a person has contravened one\nof the following provisions, it must make a declaration of\ncontravention:\n(a) section 192(1) (Care and diligence);\n(b) section 193(1) (Good faith);\n(c) section 193(2);\n(d) section 194(1) (Use of position);\n(e) section 194(2);\n(f) section 195(1) (Use of information);\n(g) section 195(3);\n(h) section 328(1) (Contravention by directors of provisions of\nPart 3.3);\n(i) without limiting paragraph (h):\n(i) section 315(1) of the Corporations Act (Deadline for\nreporting to members) as applying under section 285(2)\nor 328(1) of this Law;\n(ii) section 318 of the Corporations Act (Additional reporting\nby debenture issuers) as applying under section 288\nor 328(1) of this Law;\n\nCo-operatives (National Uniform Legislation) Act 2015 334\n(j) any of the following provisions of the Corporations Act relating\nto debentures as applying under section 337 of this Law:\n(i) section 674(2) (Continuous disclosure – listed disclosing\nentity bound by a disclosure requirement in market\nlisting rules);\n(ii) section 674(2A);\n(iii) section 675(2) (Continuous disclosure – other disclosing\nentities);\n(iv) section 675(2A);\n(v) section 1041A (Market manipulation);\n(vi) section 1041B(1) (False trading and market rigging –\ncreating a false or misleading appearance of active\ntrading etc.);\n(vii) section 1041C(1) (False trading and market rigging –\nartificially maintaining etc. trading price);\n(viii) section 1041D (Dissemination of information about\nillegal transactions);\n(ix) section 1043A(1) (Prohibited conduct by person in\npossession of inside information);\n(x) section 1043A(2);\n(k) section 588G(2) of the Corporations Act (Director's duty to\nprevent insolvent trading by company) as applying under\nsection 451 of this Law.\n(2) A declaration of contravention must specify the following:\n(a) the court that made the declaration;\n(b) the civil penalty provision that was contravened;\n(c) the person who contravened the provision;\n(d) the conduct that constituted the contravention.\n","sortOrder":555},{"sectionNumber":"555","sectionType":"section","heading":"Declaration of contravention is conclusive evidence","content":"555 Declaration of contravention is conclusive evidence\n(cf Corporations Act s 1317F)\nA declaration of contravention is conclusive evidence of the matters\nreferred to in section 554(2).\n\nCo-operatives (National Uniform Legislation) Act 2015 335\n","sortOrder":556},{"sectionNumber":"556","sectionType":"section","heading":"Pecuniary penalty orders (cf Corporations Act s 1317G)","content":"556 Pecuniary penalty orders (cf Corporations Act s 1317G)\n(1) The Supreme Court may order a person to pay a pecuniary penalty\nof up to $200 000 if:\n(a) a declaration of contravention by the person has been made\nunder section 554; and\n(b) the contravention:\n(i) materially prejudices the interests of the co-operative or\nits members; or\n(ii) materially prejudices the co-operative's ability to pay its\ncreditors; or\n(iii) is serious.\n(2) A pecuniary penalty ordered to be paid in this jurisdiction is to be\npaid and treated in accordance with the Co-operatives National Law\nAct of this jurisdiction.\n","sortOrder":557},{"sectionNumber":"557","sectionType":"section","heading":"Compensation orders (cf Corporations Act s 1317H)","content":"557 Compensation orders (cf Corporations Act s 1317H)\n(1) Compensation for damage suffered The Supreme Court may order\na person to compensate a co-operative for damage suffered by the\n(a) the person has contravened a civil penalty provision in relation\nto the co-operative; and\n(b) the damage resulted from the contravention.\nThe order must specify the amount of the compensation and may\nbe made under this subsection whether or not a declaration of\ncontravention has been made under section 554.\n(2) Damage includes profits\nIn determining the damage suffered by the co-operative for the\npurposes of making a compensation order, profits made by any\nperson resulting from the contravention or the offence are to be\nincluded.\n(3) Recovery of damage\nA compensation order may be enforced as if it were a judgment of\nthe Supreme Court.\n\nCo-operatives (National Uniform Legislation) Act 2015 336\n","sortOrder":558},{"sectionNumber":"558","sectionType":"section","heading":"Who may apply for a declaration or order (cf Corporations Act","content":"558 Who may apply for a declaration or order (cf Corporations Act\ns 1317J)\n(1) The Registrar may apply for a declaration of contravention, a\npecuniary penalty order or a compensation order.\n(2) The co-operative may apply for a compensation order.\n(3) The co-operative may intervene in an application for a declaration\nof contravention or a pecuniary penalty order in relation to the\nco-operative. The co-operative is entitled to be heard on all matters\nother than whether the declaration or order should be made.\n(4) No person may apply for a declaration of contravention, a pecuniary\npenalty order or a compensation order unless permitted by this\n(5) It is intended that the Co-operatives National Law Act of this\njurisdiction may provide that subsection (4) does not exclude the\noperation of any specified law.\n(6) An application for a compensation order may be made whether or\nnot a declaration of contravention has been made under\nsection 554.\n","sortOrder":559},{"sectionNumber":"559","sectionType":"section","heading":"Time limit for application for a declaration or order","content":"559 Time limit for application for a declaration or order\n(cf Corporations Act s 1317K)\nProceedings for a declaration of contravention, a pecuniary penalty\norder, or a compensation order, may be started no later than\n6 years after the contravention.\n","sortOrder":560},{"sectionNumber":"560","sectionType":"section","heading":"Civil evidence and procedure rules for declarations of","content":"560 Civil evidence and procedure rules for declarations of\ncontravention and civil penalty orders (cf Corporations Act\ns 1317L)\nThe Supreme Court must apply the rules of evidence and\nprocedure for civil matters when hearing proceedings for:\n(a) a declaration of contravention; or\n(b) a pecuniary penalty order.\n\nCo-operatives (National Uniform Legislation) Act 2015 337\n","sortOrder":561},{"sectionNumber":"561","sectionType":"section","heading":"Civil proceedings after criminal proceedings (cf Corporations","content":"561 Civil proceedings after criminal proceedings (cf Corporations\nAct s 317M)\nThe Supreme Court must not make a declaration of contravention\nor a pecuniary penalty order against a person for a contravention if\nthe person has been convicted of an offence constituted by conduct\nthat is substantially the same as the conduct constituting the\n","sortOrder":562},{"sectionNumber":"562","sectionType":"section","heading":"Criminal proceedings during civil proceedings","content":"562 Criminal proceedings during civil proceedings\n(cf Corporations Act s 1317N)\n(1) Proceedings for a declaration of contravention or pecuniary penalty\norder against a person are stayed if:\n(a) criminal proceedings are started or have already been started\nagainst the person for an offence; and\n(b) the offence is constituted by conduct that is substantially the\nsame as the conduct alleged to constitute the contravention.\n(2) The proceedings for the declaration or order may be resumed if the\nperson is not convicted of the offence. Otherwise, the proceedings\nfor the declaration or order are dismissed.\n","sortOrder":563},{"sectionNumber":"563","sectionType":"section","heading":"Criminal proceedings after civil proceedings (cf Corporations","content":"563 Criminal proceedings after civil proceedings (cf Corporations\nAct s 1317P)\nCriminal proceedings may be started against a person for conduct\nthat is substantially the same as conduct constituting a\ncontravention of a civil penalty provision regardless of whether:\n(a) a declaration of contravention has been made against the\nperson; or\n(b) a pecuniary penalty order has been made against the person;\nor\n(c) a compensation order has been made against the person; or\n(d) the person has been disqualified from managing a\nco-operative under Division 2 of Part 3.1.\n\nCo-operatives (National Uniform Legislation) Act 2015 338\n","sortOrder":564},{"sectionNumber":"564","sectionType":"section","heading":"Evidence given in proceedings for penalty not admissible in","content":"564 Evidence given in proceedings for penalty not admissible in\ncriminal proceedings (cf Corporations Act s 1317Q)\nEvidence of information given or evidence of production of\ndocuments by an individual is not admissible in criminal\nproceedings against the individual if:\n(a) the individual previously gave the evidence or produced the\ndocuments in proceedings for a pecuniary penalty order\nagainst the individual for a contravention of a civil penalty\nprovision (whether or not the order was made); and\n(b) the conduct alleged to constitute the offence is substantially\nthe same as the conduct that was claimed to constitute the\nHowever, this does not apply to a criminal proceeding in respect of\nthe falsity of the evidence given by the individual in the proceedings\nfor the pecuniary penalty order.\n","sortOrder":565},{"sectionNumber":"565","sectionType":"section","heading":"Relief from liability for contravention of civil penalty provision","content":"565 Relief from liability for contravention of civil penalty provision\n(cf Corporations Act s 1317S)\n(1) In this section:\neligible proceedings:\n(a) means proceedings for a contravention of a civil penalty\nprovision, including:\n(i) proceedings under section 557 of this Law; and\n(ii) proceedings under section 588M or 588W of the\nCorporations Act as applying under this Law (see\nsection 451); and\n(b) does not include proceedings for an offence, except so far as\nthe proceedings relate to the question whether the Supreme\nCourt should make an order under:\n(i) section 557 of this Law; or\n(ii) section 588K of the Corporations Act as applying under\nthis Law (see section 451).\n(2) If:\n(a) eligible proceedings are brought against a person; and\n\nCo-operatives (National Uniform Legislation) Act 2015 339\n(b) in the proceedings it appears to the Supreme Court that the\nperson has, or may have, contravened a civil penalty provision\nbut that:\n(i) the person has acted honestly; and\n(ii) having regard to all the circumstances of the case\n(including, where applicable, those connected with the\nperson's appointment as an officer, or employment as an\nemployee, of a co-operative), the person ought fairly to\nbe excused for the contravention;\nthe Supreme Court may relieve the person either wholly or partly\nfrom a liability to which the person would otherwise be subject, or\nthat might otherwise be imposed on the person, because of the\n(3) In determining under subsection (2) whether a person ought fairly to\nbe excused for a contravention of section 588G of the Corporations\nAct as applying under this Law, the matters to which regard is to be\nhad include, but are not limited to:\n(a) any action the person took with a view to appointing an\nadministrator of the co-operative; and\n(b) when that action was taken; and\n(c) the results of that action.\n(4) If a person thinks that eligible proceedings will or may be begun\nagainst them, they may apply to the Supreme Court for relief.\n(5) On an application under subsection (4), the court may grant relief\nunder subsection (2) as if the eligible proceedings had been begun\nin the court.\n(6) For the purposes of subsection (2) as applying for the purposes of a\ncase tried by a judge with a jury:\n(a) a reference in that subsection to the Supreme Court is a\nreference to the judge; and\n(b) the relief that may be granted includes withdrawing the case in\nwhole or in part from the jury and directing judgment to be\nentered for the defendant on such terms as to costs as the\njudge thinks appropriate.\n(7) Nothing in this section limits, or is limited by, section 566.\n\nCo-operatives (National Uniform Legislation) Act 2015 340\n","sortOrder":566},{"sectionNumber":"566","sectionType":"section","heading":"Power to grant relief (cf Corporations Act s 1318)","content":"566 Power to grant relief (cf Corporations Act s 1318)\n(1) If, in any civil proceeding against a person to whom this section\napplies for negligence, default, breach of trust or breach of duty in a\ncapacity as such a person, it appears to the Supreme Court:\n(a) that the person is or may be liable in respect of the\nnegligence, default or breach but that the person has acted\nhonestly; and\n(b) that, having regard to all the circumstances of the case,\nincluding those connected with the person's appointment, the\nperson ought fairly to be excused for the negligence, default or\nbreach;\nthe Supreme Court may relieve the person either wholly or partly\nfrom liability on such terms as the court thinks fit.\n(2) Where a person to whom this section applies has reason to\napprehend that any claim will or might be made against the person\nin respect of any negligence, default, breach of trust or breach of\nduty in a capacity as such a person:\n(a) the person may apply to the Supreme Court for relief; and\n(b) the Supreme Court has the same power to relieve the person\nas it would have had under subsection (1) if it had been a\ncourt before which proceedings against the person for\nnegligence, default, breach of trust or breach of duty had been\nbrought.\n(3) Where a case to which subsection (1) applies is being tried by a\njudge with a jury, the judge after hearing the evidence may:\n(a) if he or she is satisfied that the defendant ought pursuant to\nthat subsection to be relieved either wholly or partly from the\nliability sought to be enforced against the person, withdraw the\ncase in whole or in part from the jury; and\n(b) forthwith direct judgment to be entered for the defendant on\nsuch terms as to costs or otherwise as the judge thinks\nproper.\n(4) This section applies to a person who is:\n(a) an officer or employee of a co-operative; or\n(b) an auditor of a co-operative, whether or not the person is an\nofficer or employee of the co-operative; or\n\nCo-operatives (National Uniform Legislation) Act 2015 341\n(c) an expert in relation to a matter:\n(i) relating to a co-operative; and\n(ii) in relation to which the civil proceeding has been taken\nor the claim will or might arise; or\n(d) a receiver, receiver and manager, liquidator or other person\nappointed or directed by the Supreme Court to carry out any\nduty under this Law in relation to a co-operative.\n","sortOrder":567},{"sectionNumber":"567","sectionType":"section","heading":"Irregularities (cf Corporations Act s 1322)","content":"567 Irregularities (cf Corporations Act s 1322)\n(1) In this section, unless the contrary intention appears:\n(a) a reference to a proceeding under this Law is a reference to\nany proceeding whether a legal proceeding or not; and\n(b) a reference to a procedural irregularity includes a reference to:\n(i) the absence of a quorum at a meeting of a co-operative,\nat a meeting of directors or creditors of a co-operative, or\nat a joint meeting of creditors and members of a\n(ii) a defect, irregularity or deficiency of notice or time.\n(2) A proceeding under this Law is not invalidated because of any\nprocedural irregularity unless the Supreme Court is of the opinion\nthat the irregularity has caused or may cause substantial injustice\nthat cannot be remedied by any order of the court and by order\ndeclares the proceeding to be invalid.\n(3) A meeting held for the purposes of this Law, or a meeting notice of\nwhich is required to be given in accordance with the provisions of\nthis Law, or any proceeding at such a meeting, is not invalidated\nonly because of the accidental omission to give notice of the\nmeeting or the non-receipt by any person of notice of the meeting,\nunless the Supreme Court, on the application of the person\nconcerned, a person entitled to attend the meeting or the Registrar,\ndeclares proceedings at the meeting to be void.\n(4) A meeting held for the purposes of this Law, or a meeting notice of\nwhich is required to be given in accordance with the provisions of\nthis Law, or any proceeding at such a meeting, is not invalidated\nonly because of the inability of a person to access the notice of\nmeeting, unless the Supreme Court, on the application of the\nperson concerned, a person entitled to attend the meeting or the\nRegistrar, declares proceedings at the meeting to be void.\n\nCo-operatives (National Uniform Legislation) Act 2015 342\n(5) If a member does not have a reasonable opportunity to participate\nin a meeting of members, or part of a meeting of members, held\nat 2 or more venues, the meeting will only be invalid on that ground\nif:\n(a) the Supreme Court is of the opinion that:\n(i) a substantial injustice has been caused or may be\ncaused; and\n(ii) the injustice cannot be remedied by any order of the\nSupreme Court; and\n(b) the Supreme Court declares the meeting or proceeding (or\nthat part of it) invalid.\n(6) Subject to the following provisions of this section but without limiting\nthe generality of any other provision of this Law, the Supreme Court\nmay, on application by any interested person, make all or any of the\nfollowing orders, either unconditionally or subject to such conditions\nas the court imposes:\n(a) an order declaring that any act, matter or thing purporting to\nhave been done, or any proceeding purporting to have been\ninstituted or taken, under this Law or in relation to a\nco-operative is not invalid by reason of any contravention of a\nprovision of this Law or a provision of the constitution of a\n(b) an order directing the rectification of any register kept by the\nRegistrar under this Law;\n(c) an order relieving a person in whole or in part from any civil\nliability in respect of a contravention or failure of a kind\nreferred to in paragraph (a);\n(d) an order extending the period for doing any act, matter or\nthing or instituting or taking any proceeding under this Law or\nin relation to a co-operative (including an order extending a\nperiod where the period concerned ended before the\napplication for the order was made) or abridging the period for\ndoing such an act, matter or thing or instituting or taking such\na proceeding;\nand may make such consequential or ancillary orders as the court\nthinks fit.\n(7) An order may be made under subsection (6)(a) or (c)\nnotwithstanding that the contravention or failure referred to in the\nparagraph concerned resulted in the commission of an offence.\n\nCo-operatives (National Uniform Legislation) Act 2015 343\n(8) The Supreme Court must not make an order under this section\nunless it is satisfied:\n(a) in the case of an order referred to in subsection (6)(a):\n(i) that the act, matter or thing, or the proceeding, referred\nto in that paragraph is essentially of a procedural nature;\nor\n(ii) that the person or persons concerned in or party to the\ncontravention or failure acted honestly; or\n(iii) that it is just and equitable that the order be made; and\n(b) in the case of an order referred to in subsection (6)(c) – that\nthe person subject to the civil liability concerned acted\nhonestly; and\n(c) in every case – that no substantial injustice has been or is\nlikely to be caused to any person.\n","sortOrder":568},{"sectionNumber":"568","sectionType":"section","heading":"Civil proceedings not to be stayed (cf Corporations Act s 1331)","content":"568 Civil proceedings not to be stayed (cf Corporations Act s 1331)\nNo civil proceedings under this Law are to be stayed merely\nbecause the proceeding discloses, or arises out of, the commission\nof an offence.\n","sortOrder":569},{"sectionNumber":"569","sectionType":"section","heading":"Standard of proof (cf Corporations Act s 1332)","content":"569 Standard of proof (cf Corporations Act s 1332)\nWhere, in proceedings other than proceedings for an offence, it is\nnecessary to establish, or for the court to be satisfied, for any\npurpose relating to a matter arising under this Law, that:\n(a) a person has contravened a provision of this Law; or\n(b) default has been made in complying with a provision of this\n(c) an act or omission was unlawful by virtue of a provision of this\n(d) a person has been in any way, by act or omission, directly or\nindirectly, knowingly concerned in or party to a contravention\nof, or a default in complying with, a provision of this Law;\nit is sufficient if the matter referred to in paragraph (a), (b), (c) or (d)\nis established, or the court is so satisfied, as the case may be, on\nthe balance of probabilities.\n\nCo-operatives (National Uniform Legislation) Act 2015 344\nPart 7.3 Appeals and review\n","sortOrder":570},{"sectionNumber":"570","sectionType":"section","heading":"Operation of Part – appeal includes review","content":"570 Operation of Part – appeal includes review\nA reference in this Part to an appeal against a decision of the\nRegistrar includes a reference to a review of the decision.\n","sortOrder":571},{"sectionNumber":"571","sectionType":"section","heading":"Appeal against refusal to approve draft rules","content":"571 Appeal against refusal to approve draft rules\n(1) The person who submitted draft rules to the Registrar under\nsection 23 may appeal to the designated tribunal against a decision\nof the Registrar to refuse to approve the rules.\n(2) A failure of the Registrar to approve draft rules is taken to be a\ndecision of the Registrar to refuse to approve the rules.\n","sortOrder":572},{"sectionNumber":"572","sectionType":"section","heading":"Appeal against refusal to approve disclosure statement","content":"572 Appeal against refusal to approve disclosure statement\n(1) The person who submitted a draft disclosure statement to the\nRegistrar may appeal to the designated tribunal against a decision\nof the Registrar to refuse to approve the statement under this Law.\nNote\nSee sections 25, 248, 338, 343, 397 and 477 concerning approval of disclosure\nstatements.\n(2) A failure of the Registrar to approve a draft disclosure statement is\ntaken to be a decision of the Registrar to refuse to approve the\nstatement.\n","sortOrder":573},{"sectionNumber":"573","sectionType":"section","heading":"Appeal against refusal to register co-operative","content":"573 Appeal against refusal to register co-operative\n(1) The applicants for registration of a proposed co-operative may\nappeal to the designated tribunal against a decision of the Registrar\nto refuse to register the co-operative under this Law.\n(2) A failure of the Registrar to register a co-operative is taken to be a\ndecision of the Registrar to refuse to register the co-operative.\n","sortOrder":574},{"sectionNumber":"574","sectionType":"section","heading":"Appeal against refusal to approve amendment of rules","content":"574 Appeal against refusal to approve amendment of rules\n(1) A co-operative may appeal to the designated tribunal against a\ndecision of the Registrar to refuse to approve an amendment of its\nrules under this Law.\n(2) A failure of the Registrar to approve an amendment of rules is taken\nto be a decision of the Registrar to refuse to approve the\n\nCo-operatives (National Uniform Legislation) Act 2015 345\n","sortOrder":575},{"sectionNumber":"575","sectionType":"section","heading":"Appeal against refusal to register amendment","content":"575 Appeal against refusal to register amendment\n(1) A co-operative may appeal to the designated tribunal against a\ndecision of the Registrar to refuse to register an amendment of its\nrules under this Law.\n(2) A failure of the Registrar to register an amendment of rules is taken\nto be a decision of the Registrar to refuse to register the\n","sortOrder":576},{"sectionNumber":"576","sectionType":"section","heading":"Appeal against decision of Registrar about remuneration of","content":"576 Appeal against decision of Registrar about remuneration of\nliquidator\n(1) An applicant under section 449 for a review by the Registrar of the\namount of the remuneration of a liquidator may appeal to the\ndesignated tribunal against the decision of the Registrar on the\nreview.\n(2) A failure of the Registrar to undertake or complete a review is taken\nto be a decision of the Registrar not to vary the amount of the\nremuneration.\n","sortOrder":577},{"sectionNumber":"577","sectionType":"section","heading":"Appeal against notice that participating co-operative not","content":"577 Appeal against notice that participating co-operative not\nauthorised to carry on business in this jurisdiction\nA participating co-operative may appeal to the designated tribunal\nagainst a decision of the Registrar to give written notice to the\nco-operative under section 461(5) withdrawing its authorisation to\ncarry on business in this jurisdiction.\n","sortOrder":578},{"sectionNumber":"578","sectionType":"section","heading":"Provisions relating to appeals","content":"578 Provisions relating to appeals\n(1) An appeal is to be made in accordance with rules of the designated\ntribunal.\n(2) The designated tribunal may make any order it considers\nappropriate to dispose of an appeal under this Part.\n(3) The Registrar must comply with an order of the designated tribunal\non an appeal under this Part.\n\nCo-operatives (National Uniform Legislation) Act 2015 346\nPart 7.4 Proceedings in relation to co-operatives\n579 Bringing, or intervening in, proceedings on behalf of\n1 Bringing or intervening in proceedings (cf Corporations\nAct s 236(1))\nA person may bring proceedings on behalf of a co-operative, or\nintervene in any proceedings to which a co-operative is a party for\nthe purpose of taking responsibility on behalf of the co-operative for\nthose proceedings, or for a particular step in those proceedings\n(for example, compromising or settling them), if:\n(a) the person is:\n(i) a member, former member, or person entitled to be\nregistered as a member, of the co-operative or of a\nrelated corporation; or\n(ii) an officer or former officer of the co-operative; or\n(iii) the Registrar; and\n(b) the person is acting with leave granted under section 580.\n2 Bringing proceedings in co-operative's name (cf Corporations\nAct s 236(2))\nProceedings brought on behalf of a co-operative may be brought in\nthe co-operative's name.\n","sortOrder":579},{"sectionNumber":"580","sectionType":"section","heading":"Applying for and granting leave","content":"580 Applying for and granting leave\n1 Applying for leave (cf Corporations Act s 237(1))\nA person referred to in section 579(1)(a) may apply to the Supreme\nCourt for leave to bring, or to intervene in, proceedings.\n2 Granting leave (cf Corporations Act s 237(2))\nThe Supreme Court may grant the application if it is satisfied that:\n(a) it is probable the co-operative will not itself bring the\nproceedings, or properly take responsibility for them, or for the\nsteps in them; and\n(b) the applicant is acting in good faith; and\n\nCo-operatives (National Uniform Legislation) Act 2015 347\n(c) it is in the best interests of the co-operative that the applicant\nbe granted leave; and\n(d) if the applicant is applying for leave to bring proceedings –\nthere is a serious question to be tried; and\n(e) either:\n(i) at least 14 days before making the application, the\napplicant gave written notice to the co-operative of the\nintention to apply for leave and the reasons for applying;\nor\n(ii) it is appropriate to grant leave even if subparagraph (i) is\nnot satisfied.\n","sortOrder":580},{"sectionNumber":"581","sectionType":"section","heading":"Substitution of another person for the person granted leave","content":"581 Substitution of another person for the person granted leave\n1 Applying for substitution (cf Corporations Act s 238(1))\nAny of the following persons may apply to the Supreme Court for an\norder that the person be substituted for a person to whom leave has\nbeen granted under section 580:\n(a) a member, former member, or person entitled to be registered\nas a member, of the co-operative or of a related corporation;\n(b) an officer, or former officer, of the co-operative;\n(c) the Registrar.\n2 Application may be made whether or not the applicant has already\nbrought the proceedings or intervened\nThe application may be made whether or not the applicant has\nalready brought the proceedings or made the intervention.\n3 Making the order (cf Corporations Act s 238(2))\nThe Supreme Court may make the order if it is satisfied that:\n(a) the applicant is acting in good faith; and\n(b) in all the circumstances, it is appropriate to make the order.\n\nCo-operatives (National Uniform Legislation) Act 2015 348\n4 Effect of order (cf Corporations Act s 238(3))\nAn order substituting one person for another person has the effect\nthat:\n(a) the grant of leave is taken to have been made in favour of the\nsubstituted person; and\n(b) if the other person has already brought the proceedings or\nintervened – the substituted person is taken to have brought\nthose proceedings or to have made that intervention.\n","sortOrder":581},{"sectionNumber":"582","sectionType":"section","heading":"Effect of ratification by members (cf Corporations Act s 239)","content":"582 Effect of ratification by members (cf Corporations Act s 239)\n(1) A ratification or approval of conduct by members of a co-operative:\n(a) does not prevent a person from bringing or intervening in\nproceedings with leave under section 580 or from applying for\nleave under that section; and\n(b) does not have the effect that proceedings brought or\nintervened in with leave under section 580 must be decided in\nfavour of the defendant, or that an application for leave under\nthat section must be refused.\n(2) The Supreme Court may take into account a ratification or an\napproval of the conduct by members of a co-operative in deciding\nwhat order or judgment (including as to damages) to make in\nproceedings brought or intervened in with leave under section 580\nor in relation to an application for leave under that section.\n(3) In taking a ratification or approval into account under\nsubsection (2), the Supreme Court may have regard to:\n(a) how well informed about the conduct the members were when\ndeciding whether to ratify or approve the conduct; and\n(b) whether the members who ratified or approved the conduct\nwere acting for proper purposes.\n","sortOrder":582},{"sectionNumber":"583","sectionType":"section","heading":"Leave to discontinue, compromise or settle proceedings","content":"583 Leave to discontinue, compromise or settle proceedings\nbrought, or intervened in, with leave (cf Corporations Act\ns 240)\nProceedings brought or intervened in with leave must not be\ndiscontinued, compromised or settled without the leave of the\nSupreme Court.\n\nCo-operatives (National Uniform Legislation) Act 2015 349\n","sortOrder":583},{"sectionNumber":"584","sectionType":"section","heading":"General powers of Supreme Court","content":"584 General powers of Supreme Court\n1 Orders and directions (cf Corporations Act s 241(1))\nThe Supreme Court may make any orders, and give any directions,\nit thinks just in relation to proceedings brought or intervened in with\nleave, or in relation to an application for leave, including:\n(a) interim orders; and\n(b) directions about the conduct of the proceedings, including\nrequiring mediation; and\n(c) an order directing the co-operative, or an officer of the\nco-operative, to do, or not to do, any act; and\n(d) an order appointing an independent person to investigate, and\nreport to the court on:\n(i) the financial affairs of the co-operative; or\n(ii) the facts or circumstances that gave rise to the cause of\naction the subject of the proceedings; or\n(iii) the costs incurred in the proceedings by the parties to\nthe proceedings and the person granted leave.\n2 Appointee entitled to inspect and copy books (cf Corporations\nAct s 241 (2))\nA person appointed by the Supreme Court under subsection (1)(d)\nis entitled, on giving reasonable notice to the co-operative, to\ninspect and make copies of any books of the co-operative for any\npurpose connected with the person's appointment.\n","sortOrder":584},{"sectionNumber":"585","sectionType":"section","heading":"Power of Supreme Court to make costs orders","content":"585 Power of Supreme Court to make costs orders\n(cf Corporations Act s 242)\nAt any time, the Supreme Court may, in relation to proceedings\nbrought or intervened in with leave under section 580 or an\napplication for leave under that section, make any order it thinks\njust about the costs of the person who applied for or was granted\nleave, the co-operative or any other party to the proceedings or\napplication, including an order requiring indemnification for costs.\n","sortOrder":585},{"sectionNumber":"586","sectionType":"section","heading":"Power of Registrar to intervene in proceedings","content":"586 Power of Registrar to intervene in proceedings\n(1) The Registrar may intervene in proceedings relating to a matter\narising under this Law.\n\nCo-operatives (National Uniform Legislation) Act 2015 350\n(2) When the Registrar intervenes in proceedings, the Registrar is\ntaken to be a party to the proceedings and, subject to this Law, has\nall the rights, duties and liabilities of a party to the proceedings.\n(3) The Registrar may appear and be represented in proceedings in\nwhich the Registrar wishes to intervene under this section:\n(a) by a person or body to whom the Registrar has delegated the\nRegistrar's functions under this Law or the functions relating to\na matter to which the proceedings relate; or\n(b) by a public sector official who is engaged in the administration\nof this Law; or\n(c) by an Australian legal practitioner.\nPart 7.5 Evidentiary matters\n","sortOrder":586},{"sectionNumber":"587","sectionType":"section","heading":"Certificate of registration","content":"587 Certificate of registration\n(1) A certificate of registration of a co-operative issued under this Law\nis evidence that the co-operative is incorporated under this Law and\nthat all the requirements of this Law for registration have been\n(2) This section does not affect a provision of this Law for the winding\nup or deregistration of the co-operative or the cancellation of its\nregistration.\n","sortOrder":587},{"sectionNumber":"588","sectionType":"section","heading":"Certificate evidence","content":"588 Certificate evidence\n(1) If a function under this Law is conferred or imposed on the\nRegistrar as a consequence of something being done or omitted to\nbe done within a specified period, the Registrar may certify that:\n(a) the thing had or had not been done within that period; or\n(b) the thing had or had not been done by a specified date.\n(2) The Registrar may issue a certificate stating that a requirement of\nthis Law specified in the certificate:\n(a) had, or had not, been complied with at a date or within a\nperiod specified in the certificate; or\n(b) had been complied with at a date specified in the certificate\nbut not before the date.\n\nCo-operatives (National Uniform Legislation) Act 2015 351\n(3) The Registrar may issue a certificate stating that on a date\nspecified in the certificate a body specified in the certificate was not\nor had ceased to be registered as a co-operative under this Law.\n(4) A certificate given by the Registrar under this section is evidence of\nthe matters stated in the certificate.\n","sortOrder":588},{"sectionNumber":"589","sectionType":"section","heading":"Records kept by co-operatives","content":"589 Records kept by co-operatives\n(1) A record kept by a co-operative under a requirement of this Law is\nadmissible in evidence in proceedings and is evidence of a matter\nstated or recorded in the record.\n(2) A document purporting to be a record kept by a co-operative is,\nunless the contrary is proved, taken to be a record kept by the\nco-operative under a requirement of this Law.\n(3) A copy of an entry in a record regularly kept by a co-operative in the\ncourse of its business is, if verified by statutory declaration of the\nsecretary of the co-operative to be a true copy of the entry, to be\nreceived in evidence in any case where and to the same extent as\nthe original entry itself is admissible.\n","sortOrder":589},{"sectionNumber":"590","sectionType":"section","heading":"Minutes","content":"590 Minutes\n(1) Every entry in the minutes purporting to be a minute of the business\ntransacted at a meeting of a co-operative or of the board, and\npurporting to have been signed by the chairperson at a subsequent\nmeeting, is evidence that the business recorded in the minute was\ntransacted at the meeting and that the meeting was properly\nconvened and held.\n(2) An entry in the minutes of a meeting of a co-operative to the effect\nthat a resolution was carried or carried unanimously, or was lost, is\nevidence of the fact without proof of the number or proportion of\nvotes recorded for or against the resolution.\n","sortOrder":590},{"sectionNumber":"591","sectionType":"section","heading":"Official certificates","content":"591 Official certificates\n(1) A certificate of registration given by the Registrar must be received\nin evidence as if it were the original certificate.\n(2) A certificate of registration or other official document relating to a\nco-operative signed by or bearing the seal of the Registrar is to be\nreceived in evidence without further proof.\n(3) A copy of rules certified by the Registrar to be a true copy of the\nrules of a co-operative is evidence of the registered rules of the\n\nCo-operatives (National Uniform Legislation) Act 2015 352\n","sortOrder":591},{"sectionNumber":"592","sectionType":"section","heading":"The Registrar and proceedings","content":"592 The Registrar and proceedings\n(1) Judicial notice must be taken of the signature or the fax of the\nsignature (by whatever process it is produced) and seal of a person\nwho holds or has held the office of Registrar, if the signature or fax\nsignature or seal purports to be attached to a certificate or other\nofficial document.\n(2) This section extends to a copy of the rules of a co-operative\ncertified by the Registrar to be a true copy of its registered rules.\n(3) In proceedings, no proof is required (until evidence is given to the\ncontrary) of the appointment of the Registrar or a former Registrar.\n","sortOrder":592},{"sectionNumber":"593","sectionType":"section","heading":"Rules","content":"593 Rules\nA printed copy of the rules of a co-operative verified by statutory\ndeclaration of the secretary of the co-operative to be a true copy of\nits registered rules is, in proceedings, evidence of the rules.\n","sortOrder":593},{"sectionNumber":"594","sectionType":"section","heading":"Co-operative's registers","content":"594 Co-operative's registers\nThe register of directors and the register of members of a\nco-operative are each evidence of the particulars directed or\nauthorised under this Law to be inserted in the register.\n\nCo-operatives (National Uniform Legislation) Act 2015 353\nChapter 8 General\nPart 8.1 Administrative and other matters\n595 Registrar of Co-operatives and other officials\njurisdiction will provide for the appointment or designation of\npersons as the Registrar of Co-operatives and other staff and for\nthe protection of officials from liability in the exercise of their\nfunctions under this Law in relation to this jurisdiction.\n","sortOrder":594},{"sectionNumber":"596","sectionType":"section","heading":"Registrar's functions","content":"596 Registrar's functions\n(1) Subject to this Law, the Registrar is responsible for the general\nadministration of this Law, and has the functions expressed to be\nconferred or imposed on the Registrar under this Law.\n(2) The Registrar may have a seal of office.\n(3) The Registrar may enter into a written agreement with an entity to\nact as the agent of the Registrar in the carrying out of the\nRegistrar's functions.\n","sortOrder":595},{"sectionNumber":"597","sectionType":"section","heading":"Functions conferred on Registrar under corresponding","content":"597 Functions conferred on Registrar under corresponding\nco-operatives laws\nThe Registrar or another person or body who has functions under\nthis Law as applying in this jurisdiction may exercise any function\nconferred on the Registrar or other person or body by or under a\ncorresponding co-operatives law.\n","sortOrder":596},{"sectionNumber":"598","sectionType":"section","heading":"Delegation by Registrar","content":"598 Delegation by Registrar\n(1) The Registrar may delegate to any person or body any of the\nRegistrar's functions under this Law.\n(2) A delegate may sub-delegate to another person or body any\nfunction delegated under this section if the delegate is authorised\nby the terms of the delegation to do so.\n","sortOrder":597},{"sectionNumber":"599","sectionType":"section","heading":"Register of co-operatives","content":"599 Register of co-operatives\n(1) The Registrar is to maintain a register of co-operatives.\n\nCo-operatives (National Uniform Legislation) Act 2015 354\n(2) The register is to record:\n(a) information or documents prescribed by the National\nRegulations relating to:\n(i) co-operatives; and\n(ii) undertakings; and\n(b) information or documents relating to anything else:\n(i) that is required by this Law or the National Regulations\nto be recorded in the register; or\n(ii) that the Registrar considers should be recorded in the\nregister for the purposes of this Law.\n","sortOrder":598},{"sectionNumber":"600","sectionType":"section","heading":"Keeping of register of co-operatives","content":"600 Keeping of register of co-operatives\n(1) The register of co-operatives is to be kept in accordance with\narrangements approved by the Registrar.\n(2) The Registrar may correct any error or omission in the register of\nco-operatives by:\n(a) inserting an entry; or\n(b) amending an entry; or\n(c) omitting an entry;\nif the Registrar decides that the correction is necessary.\n(3) The Registrar must not omit an entry in the register of co-operatives\nunless satisfied that the whole of the entry was included in error.\n","sortOrder":599},{"sectionNumber":"601","sectionType":"section","heading":"Inspection of register of co-operatives","content":"601 Inspection of register of co-operatives\n(1) A person may:\n(a) inspect the register of co-operatives on payment of the\nprescribed fee (if any); and\n(b) inspect documents kept by the Registrar relating to a\nco-operative and prescribed by the National Regulations on\npayment of the prescribed fee (if any); and\n(c) obtain, on payment of the prescribed fee, an extract from the\nregister of co-operatives inspected under paragraph (a); and\n\nCo-operatives (National Uniform Legislation) Act 2015 355\n(d) obtain, on payment of the prescribed fee, a certified copy of a\ndocument that the person may inspect under paragraph (b);\nand\n(e) obtain, on payment of the prescribed fee, a copy of a\ndocument that the person may inspect under paragraph (b).\n(2) The local regulations may prescribe the manner in which, or the\ntimes and places at which, or both, a person may do any of the\nthings referred to in subsection (1).\n(3) A person may pay a fee, in advance or in arrears, under an\narrangement approved by the designated authority.\n(4) If a reproduction or transparency of a document or an extract of\ninformation contained in a document and recorded in the register is\nproduced for inspection, a person is not entitled under\nsubsection (1) to require the production of the original of the\ndocument.\nprescribed fee means the fee:\n","sortOrder":600},{"sectionNumber":"602","sectionType":"section","heading":"Retention of records by Registrar","content":"602 Retention of records by Registrar\nSubject to section 603, a document filed with, given to or registered\nby the Registrar under this Law must be kept in the office of the\nRegistrar or at another place approved by the Registrar.\n","sortOrder":601},{"sectionNumber":"603","sectionType":"section","heading":"Disposal of records by Registrar","content":"603 Disposal of records by Registrar\nSubject to any law relating to the retention and disposal of records\n(including any law specified for the purposes of this section in the\nCo-operatives National Law Act of this jurisdiction), the Registrar\nmay, if the Registrar considers it is no longer necessary or\ndesirable for them to be retained, destroy or dispose of any of the\n(a) an annual report or balance sheet filed more than 7 years ago;\n(b) a document (other than the rules or a document affecting the\nrules of a co-operative) filed, given or registered more than\n15 years ago;\n\nCo-operatives (National Uniform Legislation) Act 2015 356\n(c) a document filed, given or registered in relation to a\nco-operative that was deregistered or ceased to be registered\nmore than 15 years ago;\n(d) a document of which a transparency or electronic image has\nbeen incorporated with a register kept by the Registrar or is\notherwise kept in the office of the Registrar.\n","sortOrder":602},{"sectionNumber":"604","sectionType":"section","heading":"Filing of documents","content":"604 Filing of documents\nA document is not filed under this Law unless:\n(a) all information required to be provided in or with the document\nis provided; and\n(b) the fee (if any):\n(i) prescribed by the National Regulations, except to the\nextent subparagraph (ii) applies; or\n(ii) prescribed by the local regulations;\nhas been paid.\n","sortOrder":603},{"sectionNumber":"605","sectionType":"section","heading":"Way of filing","content":"605 Way of filing\n(1) Subject to section 604, it is sufficient compliance with a requirement\nunder this Law that a document be filed with the Registrar if the\nRegistrar receives a copy of the document by fax or electronic\ntransmission.\n(2) If the Registrar receives from a person a copy of a document under\nsubsection (1), the Registrar may require the person to produce\nand file the original within the time specified by the Registrar.\n(3) If the person does not comply with a requirement of the Registrar\nwithin the specified time, the person is to be taken not to have filed\nthe document.\n","sortOrder":604},{"sectionNumber":"606","sectionType":"section","heading":"Power of Registrar to refuse to register or reject documents","content":"606 Power of Registrar to refuse to register or reject documents\n(1) The Registrar may refuse to register or may reject a document\nsubmitted to the Registrar if the Registrar considers the document:\n(a) contains matter contrary to law; or\n(b) contains matter that is false or misleading in a material\nparticular in the form or context in which it is included; or\n(c) because of an omission or misdescription, has not been\nproperly completed; or\n\nCo-operatives (National Uniform Legislation) Act 2015 357\n(d) does not comply with the requirements of this Law; or\n(e) contains an error, amendment or erasure; or\n(f) has been submitted by electronic transmission in a form that is\nnot readily or satisfactorily accessible by the Registrar.\n(2) If the Registrar refuses to register or rejects a document under\nsubsection (1), the Registrar may ask that:\n(a) the document be appropriately amended; or\n(b) a fresh document be submitted in its place; or\n(c) if the document has not been properly completed – a\nsupplementary document in the approved form be submitted.\n","sortOrder":605},{"sectionNumber":"607","sectionType":"section","heading":"Approvals by Registrar","content":"607 Approvals by Registrar\n(1) This section applies to any provision of this Law imposing a\nrequirement for the Registrar's approval of an action or thing.\n(2) The Registrar may indicate in writing to an applicant for the\napproval that the approval is taken to have been granted at the end\nof a specified period unless the Registrar informs the applicant in\nwriting within the period that the approval has not been granted or\nis still being considered.\n(3) An approval is to be given or otherwise dealt with by designated\ninstrument, except so far as provision is made under this Law or the\nlocal regulations for it to be given or otherwise dealt with in a\ndifferent way.\n","sortOrder":606},{"sectionNumber":"608","sectionType":"section","heading":"Information and evidence","content":"608 Information and evidence\n(1) On an application for registration of a co-operative or registration or\napproval of a rule or document under this Law, the Registrar may\nrequire from the applicant reasonable information and evidence to\nshow the application should be granted.\n(2) The Registrar may require from a co-operative reasonable\ninformation and evidence to show the co-operative is genuinely\ncarrying on business under the provisions of this Law.\n(3) The Registrar may require from a co-operative evidence the\nRegistrar considers appropriate of all matters required to be done\nand of the entries in a document required to be given to the\nRegistrar under this Law.\n\nCo-operatives (National Uniform Legislation) Act 2015 358\n","sortOrder":607},{"sectionNumber":"609","sectionType":"section","heading":"Extension or shortening of time","content":"609 Extension or shortening of time\n(1) The Registrar may grant an extension of, or may shorten, a time for\ndoing anything required to be done by a co-operative or\nparticipating co-operative by this Law or by a co-operative by the\nrules of the co-operative on the terms (if any) the Registrar decides.\n(2) The Registrar may grant an extension of time even if the time for\ndoing the thing has ended.\n","sortOrder":608},{"sectionNumber":"Part 8","sectionType":"part","heading":"2 Service of documents","content":"Part 8.2 Service of documents\n","sortOrder":609},{"sectionNumber":"610","sectionType":"section","heading":"Service of documents on co-operative or participating","content":"610 Service of documents on co-operative or participating\n(1) A document may be served on a co-operative or participating\n(a) by posting it to the registered office of the co-operative or\nparticipating co-operative; or\n(b) by leaving it at the registered office of the co-operative or\nparticipating co-operative with a person who appears to be of\nor above the age of 16 years; or\n(c) by delivering a copy of the document personally to a director\nof the co-operative or participating co-operative who resides in\nAustralia; or\n(d) if a liquidator or administrator of the co-operative or\nparticipating co-operative has been appointed – by post; or\n(e) if a liquidator or administrator of the co-operative or\nparticipating co-operative has been appointed by the\nRegistrar:\n(i) if the liquidator or administrator (as the case may be) is\nregistered with ASIC – by leaving it at the address of the\noffice of the liquidator or administrator (as the case may\nbe) in the most recent notice of that address lodged with\nASIC; or\n(ii) if the liquidator or administrator (as the case may be) is\nnot registered with ASIC – by leaving it at the address of\nthe office of the liquidator or administrator (as the case\nmay be) in the most recent notice of that address lodged\nwith the Registrar; or\n\nCo-operatives (National Uniform Legislation) Act 2015 359\n(f) if a liquidator or administrator of the co-operative or\nparticipating co-operative has been appointed by someone\nelse – by leaving it at the address of the office of the liquidator\nor administrator (as the case may be) in the most recent\nnotice of that address lodged with ASIC.\n(2) For the purpose of serving a document under this section by post, it\nis properly addressed if it is addressed to the registered office of the\nco-operative or participating co-operative.\n(3) This section does not affect the operation of a provision of a law or\nof the rules of a court authorising a document to be served on a\nco-operative or a participating co-operative in another way.\n","sortOrder":610},{"sectionNumber":"611","sectionType":"section","heading":"Service on member of co-operative","content":"611 Service on member of co-operative\n(1) A notice required under this Law to be given to a member of a\nco-operative must be in writing.\n(2) A notice or other document required under this Law to be given to a\nmember of a co-operative may be given:\n(a) personally; or\n(b) by post; or\n(c) by publishing the notice in a newspaper circulating generally in\nthis jurisdiction or in the area served by the co-operative, if:\n(i) the co-operative is a non-distributing co-operative; and\n(ii) the member's whereabouts are unknown to the\n(iii) the Registrar permits notice to be given to members of\nthe co-operative in that way.\n(3) This section does not limit any provision of this Law, or of legislation\nor rules of court of this jurisdiction, that provides for the service of\nnotices.\nPart 8.3 Co-operatives National Regulations\n","sortOrder":611},{"sectionNumber":"612","sectionType":"section","heading":"Power to make Co-operatives National Regulations","content":"612 Power to make Co-operatives National Regulations\n(1) For the purposes of this section, the designated authority is the\nGovernor of the State of New South Wales, or other person for the\ntime being administering the Government of that State, acting with\nthe advice of the Executive Council of that State and on the\n\nCo-operatives (National Uniform Legislation) Act 2015 360\nrecommendation of the Ministerial Council.\n(2) The designated authority may make regulations for the purposes of\nthis Law, which are to be known as the Co-operatives National\nRegulations and are referred to in this Law as the National\n(3) In particular, the National Regulations may make provision for or\nwith respect to the following:\n(a) the making of applications for the exercise of a power by the\nRegistrar;\n(b) how to file documents with the Registrar, including electronic\nfiling and filing by fax;\n(c) fees to be paid in relation to the administration of this Law,\nincluding:\n(i) fees for the filing of a document under this Law; and\n(ii) additional fees for late filing of a document under this\nLaw;\n(d) any other matter that is necessary or convenient to be\nprescribed for carrying out or giving effect to this Law.\n(4) Regulations relating to fees:\n(a) may prescribe different fees for different classes of cases; and\n(b) may authorise the waiver, reduction or refund of fees in\nparticular cases or classes of cases.\n(5) The National Regulations may create offences and impose\npenalties of not more than $2 000 for an offence.\n","sortOrder":612},{"sectionNumber":"613","sectionType":"section","heading":"National Regulations for savings or transitional matters","content":"613 National Regulations for savings or transitional matters\n(1) The National Regulations may contain provisions of a savings or\ntransitional nature consequent on the enactment of legislation\nsetting out, applying or amending this Law.\n(2) Any such provision may, if the National Regulations so provide,\ntake effect retrospectively.\n\nCo-operatives (National Uniform Legislation) Act 2015 361\n(3) To the extent to which any such provision takes effect\nretrospectively, the provision does not operate so as:\n(a) to affect, in a manner prejudicial to any person (other than an\nauthority of a jurisdiction), the rights of that person existing\nbefore the date of its publication; or\n(b) to impose liabilities on any person (other than an authority of a\njurisdiction) in respect of anything done or omitted to be done\nbefore the date of its publication.\n","sortOrder":613},{"sectionNumber":"614","sectionType":"section","heading":"Publication and commencement of National Regulations","content":"614 Publication and commencement of National Regulations\n(1) The National Regulations are to be published on the NSW\nlegislation website.\n(2) A National Regulation commences on the day or days specified in,\nor ascertained in accordance with, the regulation for its\ncommencement (being not earlier than the date it is so published),\nbut this subsection does not prevent a regulation taking effect\nretrospectively where permitted under this Law.\nPart 8.4 Miscellaneous\n","sortOrder":614},{"sectionNumber":"615","sectionType":"section","heading":"Disclosure statements","content":"615 Disclosure statements\nA disclosure statement under this Law may only include a\nstatement by a person, or a statement said in the disclosure\nstatement to be based on a statement by a person, if:\n(a) the person has consented to the statement being included in\nthe disclosure statement in the form and context in which it is\nincluded; and\n(b) the disclosure statement states that the person has given this\nconsent; and\n(c) the person has not withdrawn this consent before the\ndisclosure statement is approved by, or registered with, the\n","sortOrder":615},{"sectionNumber":"616","sectionType":"section","heading":"Supply of information between jurisdictions","content":"616 Supply of information between jurisdictions\n(1) The Registrar must, at the request of a participating Registrar, give\nfree of charge to the participating Registrar information, or copies of\ndocuments, held by the Registrar relating to a co-operative or a\n\nCo-operatives (National Uniform Legislation) Act 2015 362\n(2) The Registrar may request a participating Registrar to give the\nRegistrar information, or copies of documents, held by the\nparticipating Registrar relating to a co-operative or a participating\n(3) Subsections (1) and (2) apply regardless of whether a reciprocal\narrangement referred to in section 617 exists and regardless of the\nterms of such an arrangement.\n","sortOrder":616},{"sectionNumber":"617","sectionType":"section","heading":"Supply of information under reciprocal arrangements","content":"617 Supply of information under reciprocal arrangements\n(1) If a reciprocal arrangement (see subsection (2)) with another\njurisdiction or country is in force, the Registrar:\n(a) may, at the request of the appropriate official of the other\njurisdiction or country, give to the official information, or copies\nof documents, held by the Registrar relating to a co-operative\nor a participating co-operative; and\n(b) may request the appropriate official of the other jurisdiction or\ncountry to give the Registrar information, or copies of\ndocuments, held by the official relating to an organisation that,\nunder the arrangement, is an organisation corresponding to a\nco-operative or a participating co-operative;\nin accordance with the terms of the arrangement.\n(2) A reciprocal arrangement with another jurisdiction is an\narrangement made between the Minister and a representative of\nthe government of the other jurisdiction or country under which it is\nagreed:\n(a) that the Registrar will comply with a request referred to in\nsubsection (1)(a); and\n(b) that a request made by the Registrar to an official designated\nin the arrangement as the appropriate official for the purposes\nof subsection (1)(b) will be complied with.\n","sortOrder":617},{"sectionNumber":"618","sectionType":"section","heading":"Translations of documents","content":"618 Translations of documents\nA requirement imposed under this Law to give, file or submit a\ndocument or make a document available for inspection is, in the\ncase of a document that is not in the English language, taken to\ninclude a requirement that a translation of the document be given,\nfiled, submitted or made available for inspection at the same time.\n\nCo-operatives (National Uniform Legislation) Act 2015 363\n","sortOrder":618},{"sectionNumber":"619","sectionType":"section","heading":"Qualified privilege","content":"619 Qualified privilege\n(1) If this Law provides that a person has qualified privilege for an act,\nmatter or thing, the person, in relation to the act, matter or thing:\n(a) has qualified privilege in proceedings for defamation; and\n(b) is not, in the absence of malice on the person's part, liable to\nan action for defamation at the suit of a person.\n(2) In subsection (1):\nmalice includes ill-will to the person concerned or any other\nimproper motive.\n(3) Neither this section nor a provision of this Law that provides as\nreferred to in subsection (1) limits or affects any right, privilege or\nimmunity a person has, apart from this section or that type of\nprovision, as a defendant in proceedings for defamation.\n","sortOrder":619},{"sectionNumber":"620","sectionType":"section","heading":"Stamp duty and registration fees","content":"620 Stamp duty and registration fees\njurisdiction may provide for documents or instruments executed or\nregistered for specified purposes in connection with this Law are\nnot liable to stamp duty or to registration fees, or both, under any\nAct for registration.\n","sortOrder":620},{"sectionNumber":"621","sectionType":"section","heading":"Procedures regarding giving of exemptions","content":"621 Procedures regarding giving of exemptions\nThe local regulations may make provision for or with respect to the\nprocedure for the giving of exemptions that are provided for under\n","sortOrder":621},{"sectionNumber":"622","sectionType":"section","heading":"Approval of forms","content":"622 Approval of forms\nThe designated authority may approve forms for use under this\nLaw.\n","sortOrder":622},{"sectionNumber":"623","sectionType":"section","heading":"Exclusion of bodies","content":"623 Exclusion of bodies\njurisdiction may provide that this Law or specified provisions of this\nLaw do not apply to specified bodies or specified classes of bodies.\n","sortOrder":623},{"sectionNumber":"624","sectionType":"section","heading":"Savings and transitional provisions","content":"624 Savings and transitional provisions\n","sortOrder":624},{"sectionNumber":"Sch 3","sectionType":"schedule","heading":"contains savings and transitional provisions.","content":"Schedule 3 contains savings and transitional provisions.\n\nCo-operatives (National Uniform Legislation) Act 2015 364\nSchedule 1 Matters for which rules of co-operative must\nmake provision (Section 56 of this Law)\n1 Requirements for all co-operatives\nThe rules of a co-operative must set out or make provision for each\nof the following:\n(a) the name of the co-operative;\n(b) active membership provisions;\n(c) the mode and conditions of admission to membership, and the\npayment to be made, or the share or interest to be acquired,\nbefore rights of membership are exercised;\n(d) the rights and liabilities of members, and of the estates of\ndeceased members, and the rights and liabilities of\nrepresentatives of members under bankruptcy or mental\nincapacity;\n(e) the circumstances in which members may be expelled or\nsuspended, and the rights and liabilities of expelled and\nsuspended members;\n(f) the circumstances in which membership ceases;\n(g) the charges or subscriptions payable by a member to the\n(h) the circumstances in which fines and forfeitures may be\nimposed on members of the co-operative, and the amount of\nthe fines, being not more than the maximum amount\nprescribed by the National Regulations;\n(i) the grievance procedures for settling disputes between the\nco-operative and any of its members as defined in\nsection 129, or between a member and another member;\n(j) the restrictions (if any) on the powers of the co-operative and\nthe board;\n(k) the number of directors, the qualification of directors, the way\nof electing, remunerating and removing directors and filling a\nvacancy, the period for which directors are to hold office,\nwhether directors are to retire by rotation or otherwise, and the\nholding of annual elections;\n(l) the quorum for and the procedure at meetings of the board;\n\nCo-operatives (National Uniform Legislation) Act 2015 365\n(m) the device, custody and use of the seal of the co-operative;\n(n) how the funds of the co-operative are to be managed, and in\nparticular the mode of drawing and signing cheques, drafts,\nbills of exchange, promissory notes, and other negotiable\ninstruments for the co-operative;\n(o) the custody of securities belonging to the co-operative;\n(p) how debentures may be transferred;\n(q) the date on which the financial year of the co-operative ends;\n(r) the preparation of financial reports of the co-operative, the\nprovision of those reports to members of the co-operative, and\nwhether and how those reports are to be audited or reviewed;\n(s) how a loss that may result from the transactions of the\nco-operative is to be provided for;\n(t) the procedure for calling general and special meetings, the\nrequisite notices of meetings, and the quorum for meetings, of\n(u) the procedure at meetings of the co-operative, including the\n(i) the rights of members in voting at meetings;\n(ii) the way of voting;\n(iii) the majority necessary for carrying resolutions, and any\nspecial majority in addition to that required under this\nLaw necessary for carrying specified resolutions;\n(v) the method of conducting postal ballots (including special\npostal ballots), including the following:\n(i) the sending and filing of information and votes by fax or\nelectronic means;\n(ii) the way of voting;\n(iii) the majority necessary for carrying resolutions, and any\nspecial majority in addition to that required under this\nLaw necessary for carrying specified resolutions;\n(w) the way of amending the rules;\n(x) how the co-operative may be wound up;\n\nCo-operatives (National Uniform Legislation) Act 2015 366\n(y) a matter prescribed by the National Regulations for the\npurposes of this clause;\n(z) other matters that appear necessary or desirable to the\n2 Additional matters – co-operatives with share capital\nIn addition to the matters specified in clause 1, the rules of a\nco-operative with share capital must set out or make provision for\neach of the following:\n(a) the nominal value of each share in the co-operative;\n(b) the amount of the contingent liability (if any) attaching to\nshares;\n(c) the terms on which shares, not including bonus shares, but\nincluding shares (if any) with a contingent liability attached to\nthem are to be issued;\n(d) the periodic subscriptions by which or the manner in which\nshares are to be paid for;\n(e) for a distributing co-operative – how any surplus may be\ndistributed;\n(f) the allocation of a deficiency on the winding up of a\n(g) the forfeiture of shares on expulsion or on failure to pay any\nsubscription or call, the extent to which members whose\nshares have been forfeited are to remain liable for any amount\nstill unpaid for them, and the sale or cancellation of forfeited\nshares;\n(h) how shares may be transferred;\n(i) a matter prescribed by the National Regulations for the\npurposes of this clause.\n3 Additional matters – non-distributing co-operatives\nIn addition to the matters specified in clauses 1 and 2, the rules of a\nnon-distributing co-operative must provide:\n(a) that there must be no return or distribution of surplus or share\ncapital to members other than the nominal value of shares (if\nany) at winding up; and\n\nCo-operatives (National Uniform Legislation) Act 2015 367\n(b) for the way of distribution of the surplus property at winding\nup.\n\nCo-operatives (National Uniform Legislation) Act 2015 368\nSchedule 2 Relevant interests, associates, and related\ncorporations (Section 4 of this Law)\nPart 1 Relevant interests\n1 Terminology used in this Part\n(1) This clause applies for the purposes of this Part.\n(2) Power to vote in relation to a right to vote is power to exercise, or to\ncontrol the exercise of, the right to vote.\n(3) A reference to power to dispose of a share includes a reference to\npower to exercise control over the disposal of the share.\n(4) A reference to power or control includes a reference to power or\ncontrol that is direct or indirect or is, or can be, exercised because\nof, by means of, in breach of, or by revocation of, trusts,\nagreements and practices, or any of them, whether or not they are\nenforceable.\n(5) Power to vote in relation to a right to vote, or power to dispose of a\nshare, that is exercisable by 2 or more persons jointly is taken to be\nexercisable by either or any of those persons.\n(6) A reference to a controlling interest includes a reference to an\ninterest that gives control.\n2 Basic rules – relevant interests\n(1) In this Law (unless otherwise provided), relevant interest has a\nmeaning determined under this Part.\n(2) A person who has power to vote in relation to a right to vote has a\nrelevant interest in the right to vote.\n(3) A person who has power to dispose of a share has a relevant\ninterest in the share.\n3 Control of corporation having power in relation to a share\nIf a corporation has, or is by this Part taken to have:\n(a) power to vote in relation to a right to vote; or\n(b) power to dispose of a share;\n\nCo-operatives (National Uniform Legislation) Act 2015 369\na person is taken for the purposes of this Part to have in relation to\nthe right to vote or share the same power as the corporation has, or\nis taken to have, if:\n(c) the corporation is, or its directors are, accustomed or under an\nobligation, whether formal or informal, to act under the\ndirections, instructions or wishes of the person in relation to\nthe exercise of the power referred to in paragraph (a) or (b); or\n(d) the person has a controlling interest in the corporation.\n4 Control of 20% of voting power in corporation having power in\nrelation to a share\nIf a corporation or an associate of a corporation has, or is by this\nPart (other than this clause) taken to have:\n(a) power to vote in relation to a right to vote; or\n(b) power to dispose of a share;\na person is taken for the purposes of this Part to have in relation to\nthe right to vote or share the same power as the corporation or\nassociate has, or is taken to have, if:\n(c) the person has; or\n(d) an associate of the person has; or\n(e) associates of the person together have; or\n(f) the person and an associate or associates of the person\ntogether have;\npower to vote in relation to the right to vote attached to not less\nthan 20% of the voting shares in the corporation.\n5 Deemed relevant interest in advance of performance of\nagreement that will give rise to a relevant interest\nIf:\n(a) a person:\n(i) has entered into an agreement with another person with\nrespect to an issued share or right to vote in which the\nother person has a relevant interest; or\n(ii) has a right enforceable against another person in\nrelation to an issued share or right to vote in which the\nother person has a relevant interest, whether the right is\n\nCo-operatives (National Uniform Legislation) Act 2015 370\nenforceable presently or in the future and whether or not\nit is enforceable on the fulfilment of a condition; or\n(iii) has an option granted by another person, or has granted\nto another person an option, with respect to an issued\nshare or right to vote in which the other person has a\nrelevant interest; and\n(b) the first-mentioned person would have a relevant interest in\nthe share or right to vote on performance of the agreement,\nenforcement of the right, or exercise of the option;\nthe first-mentioned person is taken for the purposes of this Part to\nhave that relevant interest in the share or right to vote.\n6 Control of corporation having a relevant interest by virtue of\nclause 5\nIf a corporation is taken under clause 5 to have a relevant interest\nin a share in or right to vote at meetings of a co-operative, a person\nis taken for the purposes of this Part to have a relevant interest in\nthe share or right to vote if:\n(a) the corporation is, or its directors are, accustomed or under an\nobligation, whether formal or informal, to act under the\ndirections, instructions or wishes of the person in relation to\nthe exercise of power to vote in relation to the right to vote or\npower to dispose of the shares; or\n(b) the person has a controlling interest in the corporation; or\n(c) the person has power to vote in relation to the right to vote\nattached to not less than 20% of the voting shares in the\ncorporation.\n7 Matters not affecting application of Part\n(1) It is immaterial for the purposes of this Part whether or not power to\nvote in relation to a right to vote, or power to dispose of a share:\n(a) is express or implied or formal or informal; or\n(b) is exercisable by a person alone or jointly with another person\nor persons; or\n(c) cannot be related to a particular share; or\n(d) is, or can be made, subject to restraint or restriction.\n\nCo-operatives (National Uniform Legislation) Act 2015 371\n(2) A relevant interest in a share or right to vote is not to be\ndisregarded merely because of either or both of the following:\n(a) its remoteness;\n(b) how it arose.\n8 Corporation may have a relevant interest in its own shares\nA corporation may, by virtue of this Part, be considered to have a\nrelevant interest in a share in or right to vote arising from\nmembership of the corporation itself.\n9 Exclusions – money-lenders\n(a) the person's ordinary business includes lending money; and\n(b) the person has authority to exercise powers as the holder of\nthe relevant interest only because of a security given for a\ntransaction entered into in the ordinary course of business in\nconnection with lending money, other than a transaction\nentered into with an associate of the person.\n10 Exclusions – certain trustees\n(a) the share or right is subject to a trust; and\n(b) the person has the relevant interest as a trustee of the trust;\nand\n(c) either:\n(i) a beneficiary under the trust is taken under clause 5 to\nhave a relevant interest in the share or right because the\nbeneficiary has a presently enforceable and\nunconditional right referred to in clause 5(b); or\n(ii) the person is a bare trustee.\n\nCo-operatives (National Uniform Legislation) Act 2015 372\n11 Exclusions – instructions to securities dealer to dispose of\nshare\n(a) the person's ordinary business includes dealing in securities;\nand\n(b) the person has authority to exercise powers as the holder of\nthe relevant interest only because of instructions given to the\nperson, by or on behalf of another person, to dispose of the\nshare on the other person's behalf in the ordinary course of\nthe business.\n12 Exclusions – honorary proxies\ndisregarded if the person has it only because of having been\nappointed, otherwise than for valuable consideration given by the\nperson or an associate of the person, to vote as a proxy or\nrepresentative at a meeting of members, or of a class of members,\nof a corporation.\n13 Exclusions – holders of prescribed offices\ndisregarded if the person has it because of holding an office\nprescribed by the National Regulations.\n14 Prescribed exclusions\nThe National Regulations may provide that a relevant interest in a\nshare is, in specified circumstances and subject to specified\nconditions (if any), to be disregarded for the purposes of a provision\n15 Effect of Schedule\n(1) Nothing in this Schedule limits the generality of anything else in it.\n(2) A person does not have a relevant interest in a share of a\nco-operative or a right to vote in relation to a co-operative except as\nprovided in this Schedule.\n\nCo-operatives (National Uniform Legislation) Act 2015 373\n16 Relevant interest – corporation other than co-operative\nA reference in this Law (including this Schedule) to a relevant\ninterest in a share of a corporation other than a co-operative or a\nright to vote in relation to a corporation other than a co-operative is\nto be construed under the Corporations Act.\nPart 2 Associates\n17 Effect of Part\n(1) In this Law (unless otherwise provided), associate has a meaning\ndetermined under this Part.\n(2) A person is not an associate of another person except as provided\nby this Part.\n18 Associates of a corporation\nThe associates of a corporation include the following:\n(a) a director or secretary of the corporation;\n(b) a related corporation;\n(c) a director or secretary of a related corporation.\n19 Matters relating to voting rights\n(1) If a reference to an associate of a person relates to:\n(a) the extent of power to exercise, or to control the exercise of,\nthe voting power attached to voting shares in or arising from\nmembership of a corporation; or\n(b) the person's entitlement to shares in a corporation; or\n(c) an offer to purchase shares to which Division 2 of Part 3.5\napplies;\nthe reference includes a reference to another person with whom the\nperson has entered into, or proposes to enter into, an agreement\nreferred to in subclause (2).\n\nCo-operatives (National Uniform Legislation) Act 2015 374\n(2) Subclause (1) applies to an agreement:\n(a) because of which one of the persons referred to in\nsubclause (1) has, or will have, power (even if it is in any way\nqualified):\n(i) to exercise; or\n(ii) to control, directly or indirectly, the exercise of; or\n(iii) to influence substantially the exercise of;\nany voting power attached to shares in the corporation; or\n(b) for the purpose of controlling or influencing:\n(i) the composition of the corporation's board; or\n(ii) the conduct of affairs of the corporation; or\n(c) under which one of the persons:\n(i) will or may acquire; or\n(ii) may be required by the other to acquire;\nshares in the corporation in which the other has a relevant\ninterest; or\n(d) under which one of the persons may be required to dispose of\nshares in the corporation in accordance with the other's\ndirections.\n(3) Subclause (1) applies despite any other effect the agreement may\nhave.\n(4) In relation to a matter relating to shares in a corporation, a person\nmay be an associate of the corporation and the corporation may be\nan associate of a person.\n20 General\n(1) A reference to an associate of a person includes a reference to:\n(a) another person in concert with whom the person is acting or\nproposes to act; and\n(b) another person who, under the National Regulations, is, for\nthe purposes of the provision in which the reference occurs,\nan associate of the person; and\n\nCo-operatives (National Uniform Legislation) Act 2015 375\n(c) another person with whom the person is or proposes to\nbecome associated, whether formally or informally, in any\nother way;\nin relation to the matter to which the reference relates.\n(2) If a person has entered, or proposes to enter, into a transaction, or\nhas done, or proposes to do, an act or thing, in order to become\nassociated with another person as referred to in an applicable\nprovision of this Part, a reference to an associate of the person\nincludes a reference to the other person.\n21 Exclusions\nA person is not an associate of another person by virtue of\nclause 19 or 20(1), or by virtue of clause 20(2) as it applies in\nrelation to clause 19 or 20(1), merely because of one or more of the\n(a) one gives advice to the other, or acts on the other's behalf, in\nthe proper performance of the functions attaching to a\nprofessional capacity or a business relationship;\n(b) one, a client, gives specific instructions to the other, whose\nordinary business includes dealing in securities, to acquire\nshares on the client's behalf in the ordinary course of that\nbusiness;\n(c) one has made, or proposes to make, to the other an offer to\nwhich Division 2 of Part 3.5 applies, in relation to shares held\nby the other;\n(d) one has appointed the other, otherwise than for valuable\nconsideration given by the other or by an associate of the\nother, to vote as a proxy or representative at a meeting of\nmembers, or of a class of members, of a corporation.\nPart 3 Related corporations\n22 Related corporations\nFor the purposes of this Law, a corporation is taken to be related to:\n(a) another corporation that is its subsidiary; and\n(b) another corporation of which it is a subsidiary; and\n(c) another corporation if both it and that other corporation are\nsubsidiaries of the same corporation.\n\nCo-operatives (National Uniform Legislation) Act 2015 376\nSchedule 3 Savings and transitional provisions\n(Section 624 of this Law)\n1 Entitlements of former members of trading or distributing\njurisdiction may provide that a reference in Division 5 of Part 2.6 of\nthis Law to the period of 2 years is taken to be a reference to\nanother period in a case where the cancellation of membership\nconcerned occurred before the commencement of that Division in\nthis jurisdiction.\n2 Application of Chapter 5 to existing registered foreign\nco-operatives not incorporated under corresponding law\n(1) This clause applies to a body that was a foreign co-operative\nregistered under the repealed legislation of this jurisdiction\nimmediately before the commencement of this clause in this\njurisdiction but that is not registered and incorporated under a\ncorresponding co-operatives law.\n(2) The co-operative is taken to be a participating co-operative\nauthorised to carry on business in this jurisdiction under Chapter 5,\nand that Chapter applies accordingly.\n3 Maximum permissible level of share interest\n(1) This clause applies where, immediately before the commencement\nof this clause in this jurisdiction:\n(a) a person lawfully had a relevant interest in shares of a\n(b) the nominal value of the person's shares was a percentage\n(the relevant percentage) of the issued share capital of the\nco-operative that is more than 20% of the nominal value of the\nissued share capital.\n(2) The maximum of 20% stated by section 363(1) is taken to be\nincreased for the person by force of this clause to a maximum equal\nto the relevant percentage.\n4 Receivers of property\nNothing in section 418 of the Corporations Act as applying under\nsection 393 prevents a person from acting as receiver of property of\na co-operative under an appointment validly made before the\ncommencement of this clause in this jurisdiction.\n\nCo-operatives (National Uniform Legislation) Act 2015 377\nSchedule 4 Miscellaneous provisions relating to\ninterpretation (Section 5 of this Law)\nPart 1 Preliminary\n1 Displacement of Schedule by contrary intention\nThe application of this Schedule may be displaced, wholly or partly,\nby a contrary intention appearing in this Law.\nPart 2 General\n2 Law to be construed not to exceed legislative power of\nLegislature\n(1) This Law is to be construed as operating to the full extent of, but so\nas not to exceed, the legislative power of the Legislature of this\n(2) If a provision of this Law, or the application of a provision of this\nLaw to a person, subject matter or circumstance, would, but for this\nclause, be construed as being in excess of the legislative power of\nthe Legislature of this jurisdiction:\n(a) it is a valid provision to the extent to which it is not in excess of\nthe power; and\n(b) the remainder of this Law, and the application of the provision\nto other persons, subject matters or circumstances, is not\naffected.\n(3) This clause applies to this Law in addition to, and without limiting\nthe effect of, any provision of this Law.\n3 Every section to be a substantive enactment\nEvery section of this Law has effect as a substantive enactment\nwithout introductory words.\n4 Material that is, and is not, part of this Law\n(1) The heading to a Chapter, Part, Division or Subdivision into which\nthis Law is divided is part of this Law.\n(2) A Schedule to this Law is part of this Law.\n(3) Punctuation in this Law is part of this Law.\n\nCo-operatives (National Uniform Legislation) Act 2015 378\n(4) A heading to a section or subsection of this Law does not form part\n(5) Notes included in this Law (including footnotes and endnotes) are\npart of this Law.\n5 References to particular Acts and to enactments\n(a) an Act of this jurisdiction may be cited:\n(ii) by reference to the year in which it was passed and its\nnumber; and\n(b) a Commonwealth Act may be cited:\n(ii) in another way sufficient in a Commonwealth Act for the\ncitation of such an Act;\ntogether with a reference to the Commonwealth; and\n(c) an Act of another jurisdiction may be cited:\n(ii) in another way sufficient in an Act of the jurisdiction for\nthe citation of such an Act;\ntogether with a reference to the jurisdiction.\n6 References taken to be included in Law or Act citation etc.\n(1) A reference in this Law to this Law or an Act includes a reference\nto:\n(a) this Law or the Act as originally enacted, and as amended\nfrom time to time since its original enactment; and\n(b) if this Law or the Act has been repealed and re-enacted (with\nor without modification) since the enactment of the reference –\nthe Act as re-enacted, and as amended from time to time\nsince its re-enactment.\n\nCo-operatives (National Uniform Legislation) Act 2015 379\n(2) A reference in this Law to a provision of this Law or of an Act\nincludes a reference to:\n(a) the provision as originally enacted, and as amended from time\nto time since its original enactment; and\n(b) if the provision has been omitted and re-enacted (with or\nwithout modification) since the enactment of the reference –\nthe provision as re-enacted, and as amended from time to\ntime since its re-enactment.\n(3) Subclauses (1) and (2) apply to a reference in this Law to a law of\nthe Commonwealth or another jurisdiction in the same way as they\napply to a reference in this Law to an Act and to a provision of an\nAct.\n7 Interpretation best achieving Law's purpose or object\n(1) In the interpretation of a provision of this Law, the interpretation that\nwill best achieve the purpose or object of this Law is to be preferred\nto any other interpretation.\n(2) Subclause (1) applies whether or not the purpose or object is\nexpressly stated in this Law.\n8 Use of extrinsic material in interpretation\n(1) In this clause:\nextrinsic material means relevant material not forming part of this\nLaw, including, for example:\n(a) material that is set out in the document containing the text of\nthis Law as printed by the Government Printer; and\n(b) a relevant report of a Royal Commission, Law Reform\nCommission, commission or committee of inquiry, or a similar\nbody, that was laid before the Legislature or a House of the\nLegislature of this jurisdiction before the provision concerned\nwas enacted; and\n(c) a relevant report of a committee of the Legislature or a House\nof the Legislature of this jurisdiction that was made before the\nprovision concerned was enacted; and\n(d) a treaty or other international agreement that is referred to in\nthis Law; and\n(e) an explanatory note or memorandum relating to the Bill that\ncontained the provision concerned, or any relevant document,\n\nCo-operatives (National Uniform Legislation) Act 2015 380\nthat was laid before, or given to the members of, the\nLegislature or a House of the Legislature of this jurisdiction by\nthe member introducing or bringing in the Bill before the\nprovision was enacted; and\n(f) the speech made to the Legislature or a House of the\nLegislature of this jurisdiction by the member in moving a\nmotion that the Bill be read a second time; and\n(g) material in the votes and proceedings or other official records\nof the Legislature or a House of the Legislature of this\njurisdiction of the proceedings of or debates in the Legislature\nor House; and\n(h) a document that is declared by this Law to be a relevant\ndocument for the purposes of this clause.\nordinary meaning means the ordinary meaning conveyed by a\nprovision having regard to its context in this Law and to the purpose\n(2) Subject to subclause (3), in the interpretation of a provision of this\nLaw consideration may be given to extrinsic material capable of\nassisting in the interpretation:\n(a) if the provision is ambiguous or obscure – to provide an\ninterpretation of it; or\n(b) if the ordinary meaning of the provision leads to a result that is\nmanifestly absurd or is unreasonable – to provide an\ninterpretation that avoids such a result; or\n(c) in any other case – to confirm the interpretation conveyed by\nthe ordinary meaning of the provision.\n(3) In determining whether consideration should be given to extrinsic\nmaterial, and in determining the weight to be given to extrinsic\nmaterial, regard is to be had to:\n(a) the desirability of a provision being interpreted as having its\nordinary meaning; and\n(b) the undesirability of prolonging proceedings without\ncompensating advantage; and\n(c) other relevant matters.\n\nCo-operatives (National Uniform Legislation) Act 2015 381\n9 Effect of change of drafting practice\nIf:\n(a) a provision of this Law expresses an idea in particular words;\nand\n(b) a provision enacted later appears to express the same idea in\ndifferent words for the purpose of implementing a different\nlegislative drafting practice, including, for example:\n(i) the use of a clearer or simpler style; or\n(ii) the use of gender-neutral language;\nthe ideas must not be taken to be different merely because different\nwords are used.\n10 Use of examples\nIf this Law includes an example of the operation of a provision:\n(a) the example is not exhaustive; and\n(b) the example does not limit, but may extend, the meaning of\nthe provision; and\n(c) the example and the provision are to be read in the context of\neach other and the other provisions of this Law, but, if the\nexample and the provision so read are inconsistent, the\nprovision prevails.\n11 Compliance with forms\n(1) If a form is prescribed or approved by or for the purpose of this\nLaw, strict compliance with the form is not necessary and\nsubstantial compliance is sufficient.\n(2) If a form prescribed or approved by or for the purpose of this Law\nrequires:\n(a) the form to be completed in a specified way; or\n(b) specified information or documents to be included in, attached\nto or given with the form; or\n(c) the form, or information or documents included in, attached to\nor given with the form, to be verified in a specified way;\nthe form is not properly completed unless the requirement is\n\nCo-operatives (National Uniform Legislation) Act 2015 382\nPart 3 Terms and references\n12 Definitions\n(1) In this Law:\nAct means an Act of the Legislature of this jurisdiction.\nadult means an individual who is of or above the age of 18 years.\naffidavit, in relation to a person allowed by law to affirm, declare or\npromise, includes affirmation, declaration and promise.\namend includes:\n(a) omit or substitute; or\n(b) alter or vary; or\n(c) amend by implication.\nappoint includes reappoint.\nAustralia means the Commonwealth of Australia but, when used in\na geographical sense, does not include an external Territory.\nbusiness day means a day that is not:\n(a) a Saturday or Sunday; or\n(b) a public holiday, special holiday or bank holiday in the place in\nwhich any relevant act is to be or may be done.\ncalendar month means a period starting at the beginning of any\nday of 1 of the 12 named months and ending:\n(a) immediately before the beginning of the corresponding day of\nthe next named month; or\n(b) if there is no such corresponding day – at the end of the next\nnamed month.\ncalendar year means a period of 12 months beginning\non 1 January.\ncommencement, in relation to this Law or an Act or a provision of\nthis Law or an Act, means the time at which this Law, the Act or\nprovision comes into operation.\n\nCo-operatives (National Uniform Legislation) Act 2015 383\nCommonwealth means the Commonwealth of Australia but, when\nused in a geographical sense, does not include an external\nTerritory.\nconfer, in relation to a duty, includes impose.\ncontravene includes fail to comply with.\ncountry includes:\n(a) a federation; or\n(b) a state, province or other part of a federation.\ndate of assent, in relation to an Act, means the day on which the\nAct receives the Royal Assent.\ndefinition means a provision of this Law (however expressed) that:\n(a) gives a meaning to a word or expression; or\n(b) limits or extends the meaning of a word or expression.\ndocument means any record of information, and includes:\n(a) any paper or other material on which there is writing; or\n(b) any paper or other material on which there are marks, figures,\nsymbols or perforations having a meaning for a person\nqualified to interpret them; or\n(c) any computer, disc, tape or other article or any material from\nwhich sounds, images, writings or messages are capable of\nbeing reproduced (with or without the aid of another article or\ndevice); or\n(d) a map, plan, drawing or photograph.\nelectronic communication means:\n(a) a communication of information in the form of data, text or\nimages by means of guided or unguided electromagnetic\nenergy, or both; or\n(b) a communication of information in the form of sound by means\nof guided or unguided electromagnetic energy, or both, where\nthe sound is processed at its destination by an automated\nvoice recognition system.\nestate includes easement, security interest, right, title, claim,\ndemand or encumbrance, whether at law or in equity.\n\nCo-operatives (National Uniform Legislation) Act 2015 384\nexercise a function includes perform a function.\nexpire includes lapse or otherwise cease to have effect.\nexternal Territory means a Territory, other than an internal\nTerritory, for the government of which as a Territory provision is\nmade by a Commonwealth Act.\nfail includes refuse.\nfinancial year means a period of 12 months beginning on 1 July.\nforeign country means a country (whether or not an independent\nsovereign State) outside Australia and the external Territories.\nfunction includes a power, authority or duty.\nGazette means the Government Gazette of this jurisdiction.\nGazette notice means a notice published in the Gazette.\ngazetted means published in the Gazette.\nGovernment Printer means the Government Printer of a\njurisdiction, and includes any other person authorised by the\nGovernment of a jurisdiction to print an Act or instrument.\nHouse of a Legislature includes, in the case of a Territory, the\nLegislative Assembly of that Territory.\nindividual means a natural person.\ninformation system means a system for generating, sending,\nreceiving, storing or otherwise processing electronic\ncommunications.\ninsert, in relation to a provision of this Law, includes substitute.\ninstrument includes a statutory instrument.\ninterest, in relation to land or other property, means:\n(a) a legal or equitable estate in the land or other property; or\n(b) right, power or privilege over, or in relation to, the land or other\nproperty.\ninternal Territory means the Australian Capital Territory, the Jervis\nBay Territory or the Northern Territory.\n\nCo-operatives (National Uniform Legislation) Act 2015 385\nJervis Bay Territory means the Territory referred to in the Jervis\nBay Territory Acceptance Act 1915 of the Commonwealth.\nmake includes issue or grant.\nminor means an individual who is under the age of 18 years.\nmodification includes addition, omission or substitution.\nmonth means a calendar month.\nnamed month means 1 of the 12 months of the year.\nNorthern Territory means the Northern Territory of Australia.\nnumber means:\n(a) a number expressed in figures or words; or\n(b) a letter; or\n(c) a combination of a number so expressed and a letter.\noath, in relation to a person allowed by law to affirm, declare or\npromise, includes affirmation, declaration or promise.\noffice includes position.\nomit, in relation to a provision of this Law or an Act, includes\nrepeal.\nparty includes an individual or a body politic or corporate.\npenalty includes forfeiture or punishment.\nperson includes an individual or a body politic or corporate.\npower includes authority.\nprescribed means prescribed by, or by regulations made or in\nforce for the purposes of or under, this Law.\nprinted includes typewritten, lithographed or reproduced by any\nmechanical means.\nproceedings means legal or other action or proceedings.\nproperty means any legal or equitable estate or interest (whether\npresent or future, vested or contingent, or tangible or intangible) in\nreal or personal property of any description (including money), and\nincludes things in action.\n\nCo-operatives (National Uniform Legislation) Act 2015 386\nprovision, in relation to this Law or an Act, means words or other\nmatter that form or forms part of this Law or the Act, and includes:\n(a) a Chapter, Part, Division, Subdivision, section, subsection,\nparagraph, subparagraph, sub-subparagraph or Schedule of\nor to this Law or the Act; or\n(b) a clause, subclause, section, subsection, item, column, table\nor form of or in a Schedule to this Law or the Act; or\n(c) the long title and any preamble to the Act.\nrecord includes information stored or recorded by means of a\ncomputer.\nrepeal includes:\n(a) revoke or rescind; or\n(b) repeal by implication; or\n(c) abrogate or limit the effect of this Law or the instrument\nconcerned; or\n(d) exclude from, or include in, the application of this Law or the\ninstrument concerned any person, subject matter or\ncircumstance.\nsign includes the affixing of a seal or the making of a mark.\nstatutory declaration means a declaration made under an Act, or\nunder a Commonwealth Act or an Act of another jurisdiction, that\nauthorises a declaration to be made otherwise than in the course of\njudicial proceedings.\nstatutory instrument means an instrument (including a regulation)\nmade or in force under or for the purposes of this Law, and includes\nan instrument made or in force under any such instrument.\nswear, in relation to a person allowed by law to affirm, declare or\npromise, includes affirm, declare or promise.\nword includes any symbol, figure or drawing.\nwriting includes any mode of representing or reproducing words in\na visible form.\nyear, without specifying the type of year, means calendar year.\n\nCo-operatives (National Uniform Legislation) Act 2015 387\n(2) In a statutory instrument:\nthe Law means this Law.\n13 Provisions relating to defined terms and gender and number\n(1) If this Law defines a word or expression, other parts of speech and\ngrammatical forms of the word or expression have corresponding\nmeanings.\n(2) Definitions in or applicable to this Law apply except so far as the\ncontext or subject matter otherwise indicates or requires.\n(3) In this Law, words indicating a gender include each other gender.\n(4) In this Law:\n(a) words in the singular include the plural; and\n(b) words in the plural include the singular.\n14 Meaning of may and must etc.\n(1) In this Law, the word \"may\", or a similar word or expression, used in\nrelation to a power indicates that the power may be exercised or not\nexercised, at discretion.\n(2) In this Law, the word \"must\", or a similar word or expression, used\nin relation to a power indicates that the power is required to be\nexercised.\n(3) This clause has effect despite any rule of construction to the\ncontrary.\n15 Words and expressions used in statutory instruments\n(1) Words and expressions used in a statutory instrument have the\nsame meanings as they have, from time to time, in this Law or\nrelevant provisions of this Law, under or for the purposes of which\nthe instrument is made or in force.\n(2) This clause has effect in relation to an instrument except so far as\nthe contrary intention appears in the instrument.\n\nCo-operatives (National Uniform Legislation) Act 2015 388\n16 Effect of express references to bodies corporate and\nindividuals\nIn this Law, a reference to a person generally (whether the\nexpression \"person\", \"party\", \"someone\", \"anyone\", \"no-one\", \"one\",\n\"another\" or \"whoever\" or another expression is used):\n(a) does not exclude a reference to a body corporate or an\nindividual merely because elsewhere in this Law there is\nparticular reference to a body corporate (however expressed);\nand\n(b) does not exclude a reference to an individual or a body\ncorporate merely because elsewhere in this Law there is\nparticular reference to an individual (however expressed).\n17 Production of records kept in computers etc.\nIf a person who keeps a record of information by means of a\nmechanical, electronic or other device is required by or under this\nLaw:\n(a) to produce the information or a document containing the\ninformation to a court, tribunal or person; or\n(b) to make a document containing the information available for\ninspection by a court, tribunal or person;\nthen, unless the court, tribunal or person otherwise directs:\n(c) the requirement obliges the person to produce or make\navailable for inspection, as the case may be, a document that\nreproduces the information in a form capable of being\nunderstood by the court, tribunal or person; and\n(d) the production to the court, tribunal or person of the document\nin that form complies with the requirement.\n18 References to this jurisdiction to be implied\n(a) a reference to an officer, office or statutory body is a reference\nto such an officer, office or statutory body in and for this\njurisdiction; and\n(b) a reference to a locality or other matter or thing is a reference\nto such a locality or other matter or thing in and of this\n\nCo-operatives (National Uniform Legislation) Act 2015 389\n19 References to officers and holders of offices\nIn this Law, a reference to a particular officer, or to the holder of a\nparticular office, includes a reference to the person for the time\nbeing occupying or acting in the office concerned.\n20 Reference to certain provisions of Law\n(1) If a provision of this Law refers:\n(a) to a Chapter, Part, section or Schedule by a number and\nwithout reference to this Law – the reference is a reference to\nthe Chapter, Part, section or Schedule, designated by the\nnumber, of or to this Law; or\n(b) to a Schedule without reference to it by a number and without\nreference to this Law – the reference, if there is only one\nSchedule to this Law, is a reference to the Schedule; or\n(c) to a Division, Subdivision, subsection, paragraph,\nsubparagraph, sub-subparagraph, clause, subclause, item,\ncolumn, table or form by a number and without reference to\nthis Law – the reference is a reference to:\n(i) the Division, designated by the number, of the Part in\nwhich the reference occurs; and\n(ii) the Subdivision, designated by the number, of the\nDivision in which the reference occurs; and\n(iii) the subsection, designated by the number, of the section\nin which the reference occurs; and\n(iv) the paragraph, designated by the number, of the section,\nsubsection, Schedule or other provision in which the\nreference occurs; and\n(v) the paragraph, designated by the number, of the clause,\nsubclause, item, column, table or form of or in the\nSchedule in which the reference occurs; and\n(vi) the subparagraph, designated by the number, of the\nparagraph in which the reference occurs; and\n(vii) the sub-subparagraph, designated by the number, of the\nsubparagraph in which the reference occurs; and\n(viii) the clause, subclause, item, column, table or form,\ndesignated by the number, of or in the Schedule in which\nthe reference occurs;\n\nCo-operatives (National Uniform Legislation) Act 2015 390\nas the case requires.\n(2) If a provision of a Schedule to this Law refers to a section by a\nnumber and without reference to this Law and the Schedule is\ndivided into sections – the reference is (despite subclause (1)(a)) a\nreference to the section designated by that number of the\nSchedule.\n21 Reference to provisions of this Law or an Act is inclusive\nIn this Law, a reference to a portion of this Law or an Act includes:\n(a) a reference to the Chapter, Part, Division, Subdivision,\nsection, subsection or other provision of this Law or the Act\nreferred to that forms the beginning of the portion; and\n(b) a reference to the Chapter, Part, Division, Subdivision,\nsection, subsection or other provision of this Law or the Act\nreferred to that forms the end of the portion.\nNote\nFor example, a reference to \"sections 5 to 9\" includes both section 5 and\nsection 9. It is not necessary to refer to \"sections 5 to 9 (both inclusive)\" to ensure\nthat the reference is given an inclusive interpretation.\nPart 4 Functions\n22 Exercise of statutory functions\n(1) If this Law confers a function on a person or body, the function may\nbe exercised from time to time as occasion requires.\n(2) If this Law confers a function on a particular officer or the holder of\na particular office, the function may be exercised by the person for\nthe time being occupying or acting in the office concerned.\n(3) If this Law confers a function on a body (whether or not\nincorporated), the exercise of the function is not affected merely\nbecause of vacancies in the membership of the body.\n23 Power to make instrument or decision includes power to\namend or repeal\nIf this Law authorises or requires the making of an instrument or\ndecision:\n(a) the power includes power to amend or repeal the instrument\nor decision; and\n\nCo-operatives (National Uniform Legislation) Act 2015 391\n(b) the power to amend or repeal the instrument or decision is\nexercisable in the same way, and subject to the same\nconditions, as the power to make the instrument or decision.\n24 Matters for which statutory instruments may make provision\n(1) If this Law authorises or requires the making of a statutory\ninstrument in relation to a matter, a statutory instrument made\nunder this Law may make provision for the matter by applying,\nadopting or incorporating (with or without modification) the\nprovisions of:\n(a) an Act or statutory instrument; or\n(b) another document (whether of the same or a different kind);\nas in force at a particular time or as in force from time to time.\n(2) If a statutory instrument applies, adopts or incorporates the\nprovisions of a document, the statutory instrument applies, adopts\nor incorporates the provisions as in force from time to time, unless\nthe statutory instrument otherwise expressly provides.\n(3) A statutory instrument may:\n(a) apply generally throughout this jurisdiction or be limited in its\napplication to a particular part of this jurisdiction; or\n(b) apply generally to all persons, matters or things or be limited\nin its application to:\n(i) particular persons, matters or things; or\n(ii) particular classes of persons, matters or things; or\n(c) otherwise apply generally or be limited in its application by\nreference to specified exceptions or factors.\n(4) A statutory instrument may:\n(a) apply differently according to different specified factors; or\n(b) otherwise make different provision in relation to:\n(i) different persons, matters or things; or\n(ii) different classes of persons, matters or things.\n(5) A statutory instrument may authorise a matter or thing to be from\ntime to time determined, applied or regulated by a specified person\nor body.\n\nCo-operatives (National Uniform Legislation) Act 2015 392\n(6) If this Law authorises or requires a matter to be regulated by\nstatutory instrument, the power may be exercised by prohibiting by\nstatutory instrument the matter or any aspect of the matter.\n(7) If this Law authorises or requires provision to be made with respect\nto a matter by statutory instrument, a statutory instrument made\nunder this Law may make provision with respect to a particular\naspect of the matter despite the fact that provision is made by this\nLaw in relation to another aspect of the matter or in relation to\nanother matter.\n(8) A statutory instrument may provide for the review of, or a right of\nappeal against, a decision made under the statutory instrument, or\nthis Law, and may, for that purpose, confer jurisdiction on any court,\ntribunal, person or body.\n(9) A statutory instrument may require a form prescribed by or under\nthe statutory instrument, or information or documents included in,\nattached to or given with the form, to be verified by statutory\ndeclaration.\n25 Presumption of validity and power to make statutory\ninstrument\n(1) All conditions and preliminary steps required for the making of a\nstatutory instrument are presumed to have been satisfied and\nperformed in the absence of evidence to the contrary.\n(2) A statutory instrument is taken to be made under all powers under\nwhich it may be made, even though it purports to be made under\nthis Law or a particular provision of this Law.\n26 Appointments may be made by name or office\n(1) If this Law authorises or requires a person or body:\n(a) to appoint a person to an office; or\n(b) to appoint a person or body to exercise a power; or\n(c) to appoint a person or body to do another thing;\nthe person or body may make the appointment by:\n(d) appointing a person or body by name; or\n(e) appointing a particular officer, or the holder of a particular\noffice, by reference to the title of the office concerned.\n\nCo-operatives (National Uniform Legislation) Act 2015 393\n(2) An appointment of a particular officer, or the holder of a particular\noffice, is taken to be the appointment of the person for the time\nbeing occupying or acting in the office concerned.\n27 Acting appointments\n(1) If this Law authorises a person or body to appoint a person to act in\nan office, the person or body may, in accordance with this Law,\nappoint:\n(a) a person by name; or\n(b) a particular officer, or the holder of a particular office, by\nreference to the title of the office concerned;\nto act in the office.\n(2) The appointment may be expressed to have effect only in the\ncircumstances specified in the instrument of appointment.\n(3) The appointer may:\n(a) determine the terms and conditions of the appointment,\nincluding remuneration and allowances; and\n(b) terminate the appointment at any time.\n(4) The appointment, or the termination of the appointment, must be in,\nor evidenced by, writing signed by the appointer.\n(5) The appointee must not act for more than one year during a\nvacancy in the office.\n(6) If the appointee is acting in the office otherwise than because of a\nvacancy in the office and the office becomes vacant, then, subject\nto subclause (2), the appointee may continue to act until:\n(a) the appointer otherwise directs; or\n(b) the vacancy is filled; or\n(c) the end of a year from the day of the vacancy;\nwhichever happens first.\n(7) The appointment ceases to have effect if the appointee resigns by\nwriting signed and delivered to the appointer.\n\nCo-operatives (National Uniform Legislation) Act 2015 394\n(8) While the appointee is acting in the office:\n(a) the appointee has all the powers and other functions of the\nholder of the office; and\n(b) this Law and other laws apply to the appointee as if the\nappointee were the holder of the office.\n(9) Anything done by or in relation to a person purporting to act in the\noffice is not invalid merely because:\n(a) the occasion for the appointment had not arisen; or\n(b) the appointment had ceased to have effect; or\n(c) the occasion for the person to act had not arisen or had\nceased.\n(10) If this Law authorises the appointer to appoint a person to act\nduring a vacancy in the office, an appointment to act in the office\nmay be made by the appointer whether or not an appointment has\npreviously been made to the office.\n28 Powers of appointment imply certain incidental powers\n(1) If this Law authorises or requires a person or body to appoint a\nperson to an office:\n(a) the power may be exercised from time to time as occasion\nrequires; and\n(b) the power includes:\n(i) power to remove or suspend, at any time, a person\nappointed to the office; and\n(ii) power to appoint another person to act in the office if a\nperson appointed to the office is removed or suspended;\nand\n(iii) power to reinstate or reappoint a person removed or\nsuspended; and\n(iv) power to appoint a person to act in the office if it is\nvacant (whether or not the office has ever been filled);\nand\n\nCo-operatives (National Uniform Legislation) Act 2015 395\n(v) power to appoint a person to act in the office if the\nperson appointed to the office is absent or is unable to\ndischarge the functions of the office (whether because of\nillness or otherwise).\n(2) The power to remove or suspend a person under subclause (1)(b)\nmay be exercised even if this Law provides that the holder of the\noffice to which the person was appointed is to hold office for a\nspecified period.\n(3) The power to make an appointment under subclause (1)(b) may be\nexercised from time to time as occasion requires.\n(4) An appointment under subclause (1)(b) may be expressed to have\neffect only in the circumstances specified in the instrument of\nappointment.\n29 Delegations\n(1) If this Law authorises a person or body to delegate a function, the\nperson or body may, in accordance with this Law and any other\napplicable law, delegate the function to:\n(a) a person or body by name; or\n(b) a specified officer, or the holder of a specified office, by\nreference to the title of the office concerned.\n(2) The delegation may be:\n(a) general or limited; and\n(b) made from time to time; and\n(c) revoked, wholly or partly, by the delegator.\n(3) The delegation, or a revocation of the delegation, must be in, or\nevidenced by, writing signed by the delegator or, if the delegator is\na body, by a person authorised by the body for the purpose.\n(4) A delegated function may be exercised only in accordance with any\nconditions to which the delegation is subject.\n(5) The delegate may, in the exercise of a delegated function, do\nanything that is incidental to the delegated function.\n(6) A delegated function that purports to have been exercised by the\ndelegate is taken to have been properly exercised by the delegate\nunless the contrary is proved.\n\nCo-operatives (National Uniform Legislation) Act 2015 396\n(7) A delegated function that is properly exercised by the delegate is\ntaken to have been exercised by the delegator.\n(8) If, when exercised by the delegator, a function is dependent on the\ndelegator's opinion, belief or state of mind, then, when exercised by\nthe delegate, the function is dependent on the delegate's opinion,\nbelief or state of mind.\n(9) If:\n(a) the delegator is a specified officer or the holder of a specified\noffice; and\n(b) the person who was the specified officer or holder of the\nspecified office when the delegation was made ceases to be\nthe holder of the office;\n(c) the delegation continues in force; and\n(d) the person for the time being occupying or acting in the office\nconcerned is taken to be the delegator for the purposes of this\nclause.\n(10) If:\n(a) the delegator is a body; and\n(b) there is a change in the membership of the body;\n(c) the delegation continues in force; and\n(d) the body as constituted for the time being is taken to be the\ndelegator for the purposes of this clause.\n(11) If a function is delegated to a specified officer or the holder of a\nspecified office:\n(a) the delegation does not cease to have effect merely because\nthe person who was the specified officer or the holder of the\nspecified office when the function was delegated ceases to be\nthe officer or the holder of the office; and\n(b) the function may be exercised by the person for the time being\noccupying or acting in the office concerned.\n(12) A function that has been delegated may, despite the delegation, be\nexercised by the delegator.\n\nCo-operatives (National Uniform Legislation) Act 2015 397\n(13) The delegation of a function does not relieve the delegator of the\ndelegator's obligation to ensure that the function is properly\nexercised.\n(14) Subject to subclause (15), this clause applies to a subdelegation of\na function in the same way as it applies to a delegation of a\nfunction.\n(15) If this Law authorises the delegation of a function, the function may\nbe subdelegated only if the Law expressly authorises the function to\nbe subdelegated.\n30 Exercise of powers between enactment and commencement\n(1) If a provision of this Law (the empowering provision) that does\nnot commence on its enactment would, had it commenced, confer a\npower:\n(a) to make an appointment; or\n(b) to make a statutory instrument of a legislative or administrative\ncharacter; or\n(c) to do another thing;\n(d) the power may be exercised; and\n(e) anything may be done for the purpose of enabling the exercise\nof the power or of bringing the appointment, instrument or\nother thing into effect;\nbefore the empowering provision commences.\n(2) If a provision of a New South Wales Act (the empowering\nprovision) that does not commence on its enactment would, had it\ncommenced, amend a provision of this Law so that it would confer\na power:\n(a) to make an appointment; or\n(b) to make a statutory instrument of a legislative or administrative\ncharacter; or\n(c) to do another thing;\n(d) the power may be exercised; and\n\nCo-operatives (National Uniform Legislation) Act 2015 398\n(e) anything may be done for the purpose of enabling the exercise\nof the power or of bringing the appointment, instrument or\nother thing into effect;\nbefore the empowering provision commences.\n(3) If:\n(a) this Law has commenced and confers a power to make a\nstatutory instrument (the basic instrument-making power); and\n(b) a provision of a New South Wales Act that does not\ncommence on its enactment would, had it commenced,\namend this Law so as to confer additional power to make a\nstatutory instrument (the additional instrument-making power);\n(c) the basic instrument-making power and the additional\ninstrument-making power may be exercised by making a\nsingle instrument; and\n(d) any provision of the instrument that required an exercise of the\nadditional instrument-making power is to be treated as made\nunder subclause (2).\n(4) If an instrument, or a provision of an instrument, is made under\nsubclause (1) or (2) that is necessary for the purpose of:\n(a) enabling the exercise of a power referred to in the subclause;\nor\n(b) bringing an appointment, instrument or other thing made or\ndone under such a power into effect;\nthe instrument or provision takes effect:\n(c) on the making of the instrument; or\n(d) on such later day (if any) on which, or at such later time\n(if any) at which, the instrument or provision is expressed to\ntake effect.\n(5) If:\n(a) an appointment is made under subclause (1) or (2); or\n(b) an instrument, or a provision of an instrument, made under\nsubclause (1) or (2) is not necessary for a purpose referred to\nin subclause (4);\n\nCo-operatives (National Uniform Legislation) Act 2015 399\nthe appointment, instrument or provision takes effect:\n(c) on the commencement of the relevant empowering provision;\nor\n(d) on such later day (if any) on which, or at such later time\n(if any) at which, the appointment, instrument or provision is\nexpressed to take effect.\n(6) Anything done under subclause (1) or (2) does not confer a right, or\nimpose a liability, on a person before the relevant empowering\nprovision commences.\n(7) After the enactment of a provision referred to in subclause (2) but\nbefore the provision's commencement, this clause applies as if the\nreferences in subclauses (2) and (5) to the commencement of the\nempowering provision were references to the commencement of\nthe provision referred to in subclause (2) as amended by the\nempowering provision.\n(8) In the application of this clause to a statutory instrument, a\nreference to the enactment of the instrument is a reference to the\nmaking of the instrument.\nPart 5 Distance, time and age\n31 Matters relating to distance, time and age\n(1) In the measurement of distance for the purposes of this Law, the\ndistance is to be measured along the shortest road ordinarily used\nfor travelling.\n(2) If a period beginning on a given day, act or event is provided or\nallowed for a purpose by this Law, the period is to be calculated by\nexcluding the day, or the day of the act or event, and:\n(a) if the period is expressed to be a specified number of clear\ndays or at least a specified number of days – by excluding the\nday on which the purpose is to be fulfilled; and\n(b) in any other case – by including the day on which the purpose\nis to be fulfilled.\n(3) If the last day of a period provided or allowed by this Law for doing\nanything is not a business day in the place in which the thing is to\nbe or may be done, the thing may be done on the next business\nday in the place.\n\nCo-operatives (National Uniform Legislation) Act 2015 400\n(4) If the last day of a period provided or allowed by this Law for the\nfiling or registration of a document is a day on which the office is\nclosed where the filing or registration is to be or may be done, the\ndocument may be filed or registered at the office on the next day\nthat the office is open.\n(5) If no time is provided or allowed for doing anything, the thing is to\nbe done as soon as possible, and as often as the prescribed\noccasion happens.\n(6) If, in this Law, there is a reference to time, the reference is, in\nrelation to the doing of anything in a jurisdiction, a reference to the\nlegal time in the jurisdiction.\n(7) For the purposes of this Law, a person attains an age in years at\nthe beginning of the person's birthday for the age.\nPart 6 Effect of repeal, amendment or expiration\n32 Time of Law ceasing to have effect\nIf a provision of this Law is expressed:\n(a) to expire on a specified day; or\n(b) to remain or continue in force, or otherwise have effect, until a\nspecified day;\nthe provision has effect until the last moment of the specified day.\n33 Repealed Law provisions not revived\nIf a provision of this Law is repealed or amended by a New South\nWales Act, or a provision of a New South Wales Act, the provision\nis not revived merely because the Act or the provision of the Act:\n(a) is later repealed or amended; or\n(b) later expires.\n34 Saving of operation of repealed Law provisions\n(1) The repeal, amendment or expiry of a provision of this Law does\nnot:\n(a) revive anything not in force or existing at the time the repeal,\namendment or expiry takes effect; or\n(b) affect the previous operation of the provision or anything\nsuffered, done or begun under the provision; or\n\nCo-operatives (National Uniform Legislation) Act 2015 401\n(c) affect a right, privilege or liability acquired, accrued or incurred\nunder the provision; or\n(d) affect a penalty incurred in relation to an offence arising under\nthe provision; or\n(e) affect an investigation, proceedings or remedy in relation to\nsuch a right, privilege, liability or penalty.\n(2) Any such penalty may be imposed and enforced, and any such\ninvestigation, proceedings or remedy may be begun, continued or\nenforced, as if the provision had not been repealed or amended or\nhad not expired.\n35 Continuance of repealed provisions\nIf a New South Wales Act repeals some provisions of this Law and\nenacts new provisions in substitution for the repealed provisions,\nthe repealed provisions continue in force until the new provisions\ncommence.\n36 Law and amending Acts to be read as one\nThis Law and all New South Wales Acts amending this Law are to\nbe read as one.\nPart 7 Instruments under this Law\n37 Schedule applies to statutory instruments\n(1) This Schedule applies to a statutory instrument, and to things that\nmay be done or are required to be done under a statutory\ninstrument, in the same way as it applies to this Law, and things\nthat may be done or are required to be done under this Law, except\nso far as the context or subject matter otherwise indicates or\nrequires.\n(2) The fact that a provision of this Schedule refers to this Law and not\nalso to a statutory instrument does not, by itself, indicate that the\nprovision is intended to apply only to this Law.\nPart 8 Application to coastal sea\n","sortOrder":625},{"sectionNumber":"38","sectionType":"section","heading":"Application","content":"38 Application\nThis Law has effect in and in relation to the coastal sea of this\njurisdiction as if that coastal sea were part of this jurisdiction.\n\nCo-operatives (National Uniform Legislation) Act 2015 402\nPart 9 Offences under this Law\n39 Penalty at foot of provision\nIn this Law, a penalty specified at the foot of:\n(a) a section (whether or not the section is divided into\nsubsections); or\n(b) a subsection (but not at the end of a section); or\n(c) a section or subsection and expressed in such a way as to\nindicate that it applies only to part of the section or subsection;\nindicates that an offence referred to in the section, subsection or\npart is punishable on conviction or, if no offence is mentioned, a\ncontravention of the section, subsection or part constitutes an\noffence against the provision that is punishable, on conviction, by a\npenalty not more than the specified penalty.\n40 Penalty other than at foot of provision\nIn this Law, a penalty specified for an offence, or a contravention of\na provision, indicates that the offence is punishable on conviction,\nor that the contravention constitutes an offence against the\nprovision that is punishable, on conviction, by a penalty not more\nthan the specified penalty.\n\nCo-operatives (National Uniform Legislation) Act 2015 403\n1 KEY\nKey to abbreviations\namd = amended od = order\napp = appendix om = omitted\nbl = by-law pt = Part\nch = Chapter r = regulation/rule\ncl = clause rem = remainder\ndiv = Division renum = renumbered\nexp = expires/expired rep = repealed\nf = forms s = section\nGaz = Gazette sch = Schedule\nhdg = heading sdiv = Subdivision\nins = inserted SL = Subordinate Legislation\nlt = long title sub = substituted\nnc = not commenced\n2 LIST OF LEGISLATION\nCo-operatives (National Uniform Legislation) Act 2015 (Act No. 13, 2015)\nAssent date 22 May 2015\nCommenced 1 July 2015 (Gaz S62, 23 June 2015)\nLocal Court (Related Amendments) Act 2016 (Act No. 8, 2016)\nAssent date 6 April 2016\nCommenced 1 May 2016 (s 2, s 2 Local Court (Repeals and Related\nAmendments) Act 2016 (Act No. 9, 2016) and Gaz S34,\n29 April 2016)\nInterpretation Legislation Amendment Act 2018 (Act No. 22, 2018)\nAssent date 8 November 2018\nCommenced pt 2 and ss 19, 20 and 25 to 27: 18 February 2019 (Gaz S11,\n18 February 2019); rem: 11 December 2018 (Gaz S101,\n11 December 2018)\nLicensing (Director-General) Repeal Act 2020 (Act No. 4, 2020)\nAssent date 9 March 2020\nCommenced 14 April 2020 (Gaz G13, 1 April 2020, p 2)\nInterpretation Amendment Act 2021 (Act No. 28, 2021)\nAssent date 15 December 2021\nCommenced 1 January 2022 (s 2)\nStatute Law Amendment (National Cabinet) Act 2023 (Act No. 9, 2023)\nAssent date 20 April 2023\nCommenced 21 April 2023 (s 2)\n\nCo-operatives (National Uniform Legislation) Act 2015 404\n3 GENERAL AMENDMENTS\nGeneral amendments of a formal nature (which are not referred to in the table\nof amendments to this reprint) are made by the Interpretation Legislation\nAmendment Act 2018 (Act No. 22 of 2018) to: ss 1, 3, 6, 7, 8 and 13 and app.\n4 LIST OF AMENDMENTS\ns 3 amd No. 22, 2018, s 32\ns 5 amd No. 9, 2023, s 6\ns 7 amd No. 28, 2021, s 20\ns 8 amd No. 4, 2020, s 79\ns 9 amd No. 8, 2016, s 45\ns 13 amd No. 22, 2018, s 33\ns 25 exp No. 13, 2015, s 25(5)\npt 5 hdg exp No. 13, 2015, s 27\nss 26 – 27 exp No. 13, 2015, s 27\nsch 2 exp No. 13, 2015, s 27","sortOrder":626}],"analysis":{"issue_detection":{"absurdities":[],"contradictions":[]},"kimi_summary":{"_metrics":{"completionTokens":709},"content_quality":"ok","complexity_score":8,"scope_assessment":{"changed":false,"description":"The legislation appears to maintain its original scope as a national uniform framework for co-operative regulation. The NT adoption mechanism (section 4) and the Ministerial Council approval process (section 5) were designed into the original scheme. No significant scope creep is evident—the provisions align with the stated objects in section 3 of the National Law: formation, registration, operation, and promotion of co-operative principles."},"complexity_factors":["Extensive cross-referencing to the Corporations Act 2001 (Cth) with modifications applied via complex mapping rules","47 defined terms in the interpretation section alone, many with nested definitions","Dual legislative structure: local NT Act plus adopted National Law in Appendix, requiring readers to track across both documents","Multiple conditional pathways for small vs large co-operatives, distributing vs non-distributing, with different rules for each","Active membership provisions create complex temporal calculations (3-year periods, deferrals, exceptions)","Extensive exemption powers allowing Registrar to modify standard requirements, creating uncertainty","Applied Corporations legislation matters require readers to understand both this Law and the Corporations Act simultaneously","Special postal ballot requirements with layered disclosure obligations and 28-day/21-day/14-day notice periods","Schedule-based rule requirements with model rules adoption mechanism","Transitional provisions for existing co-operatives converting from old regime"],"plain_english_summary":"This law adopts the national Co‑operatives National Law in the Northern Territory, replacing the old Territory Act and creating a uniform framework for forming, governing, financing and supervising co‑operatives. It sets rules on membership, governance, financial reporting and member protections while keeping co‑operatives’ democratic “one member, one vote” model.\n\nIt affects anyone who starts, runs, joins or invests in a NT co‑operative and matters because it harmonises rules across jurisdictions while protecting member control."}},"importantCases":[],"_links":{"self":"/api/acts/co-operatives-national-uniform-legislation-act-2015","history":"/api/acts/co-operatives-national-uniform-legislation-act-2015/history","analysis":"/api/acts/co-operatives-national-uniform-legislation-act-2015/analysis","conflicts":"/api/acts/co-operatives-national-uniform-legislation-act-2015/conflicts","importantCases":"/api/acts/co-operatives-national-uniform-legislation-act-2015/important-cases","documents":"/api/acts/co-operatives-national-uniform-legislation-act-2015/documents"}}