s.73 RO Act - Action to be taken after amalgamation ballot

Australian Retailers Association, National Retail Association Limited, Union of Employers

• [1] On 29 August 2025, I issued a decision in which I declared that a community of interest existed between the Australian Retailers Association (ARA) and the National Retail Association Limited, Union of Employers (NRA) and approved the submission to ballot of the proposed amalgamation of those organisations pursuant to ss 43 and 44 of the Fair Work (Registered Organisations) Act 2009 (RO Act)) ( [2025] FWC 2552). Also in that decision, I fixed 26 September 2025 as the commencement date of the ballot and 23 October 2025 as the closing date.

• [2] On 27 October 2025, the Australian Electoral Commission declared that, in the vote of members of the ARA, the percentage of formal votes cast in favour of the amalgamation was 92.17%; and that, in the vote of members of the NRA, the percentage of formal votes cast in favour of the amalgamation was 94.25%. Pursuant to s 66 of the RO Act, the members of the ARA and NRA thereby approved the amalgamation. I note that, because a community of interest declaration was in force, there was no requirement that in each vote at least 25% of the members on the role of voters cast a vote in the ballot.

• [3] Section 73 of the RO Act provides that a scheme of amalgamation that is approved takes effect in accordance with that provision. It requires certain action to be taken after the approval. Section 73(2) states that the Commission must, after consultation with the existing organisations, by a notice that is published as prescribed, fix a day on which the amalgamation is to take effect, if it is satisfied of the various matters set out in ss 73(2)(a) to (d).

• [4] On 28 November 2025, I conducted a hearing for the purposes of considering whether I was satisfied of the matters in s 73(2) and for the purposes of consultation with the existing organisations. Prior to the hearing, the amalgamating parties filed statutory declarations made by Nicole Sheffield, President of the ARA, and Antony Moore, chairperson of the NRA, which addressed various facts that were relevant to the considerations in s 73(2). At the conclusion of the hearing, I advised the parties that, based on the submissions of the parties and the statutory declarations, I was satisfied that:

(a) the period within which an application may be made to the Federal Court under s 69 in relation to the amalgamation had ended;

(b) no application had been made to the Court under s 69;

(c) there were no proceedings of the kinds contemplated by s 73(2)(c) pending against the existing organisations concerned in the amalgamation;

(d) any obligation of an existing organisation under a law of the Commonwealth that is not fulfilled by the time the amalgamation takes effect will be regarded by the proposed amalgamated organisation as an obligation it is bound to fulfil under the law concerned.

• [5] In connection with (d) above, I accepted an undertaking given to the Commission by Ms Sheffield on behalf of the ARA, which is the host organisation for the amalgamation, that in connection with the requirement of 73(2)(d), the ARA will honour any obligations of the NRA that remain outstanding when the amalgamation takes effect.

• [6] Pursuant to s 73(2) of the RO Act, I will cause to be published a notice as prescribed fixing 1 February 2026 as the day on which the amalgamation is to take effect, this being the date that has been nominated by the ARA and the NRA. Once the notice has been published, I intend to issue a further decision confirming that this has occurred and deregistering the NRA with effect from 1 February 2026 pursuant to s 73(3)(c) of the RO Act.

P. Punch for the Australian Retailers Association

J. Kennedy for the National Retail Association Limited, Union of Employers

Printed by authority of the Commonwealth Government Printer