Part 1
Preliminary
Part 1 — Preliminary
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Short title 2
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Commencement 2
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Objects of this Act 2
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Terms used 3
5A. Corresponding co‑operatives laws 9
5B. Involvement in contraventions 9
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Western Australia act
Enables formation, registration and governance of co‑operatives, setting member rights, rules, capital arrangements, dispute procedures, director duties, inspectors' and Registrar's powers, and civil/criminal penalties. It also integrates many Corporations Act provisions with modifications to operate for co‑operatives (ss.9–11; s3).
Members may face fines and charges; directors face duties, disqualification and penalties (including imprisonment); co‑operatives bear compliance costs and can be wound up. The Registrar and the Supreme Court hold primary supervisory and enforcement roles (ss.71; ss.206B–206J; ss.482B–482E; ss.380E).
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Direct links to the current provisions in Co-operatives Act 2009.
Part 1 — Preliminary
Short title 2
Commencement 2
Objects of this Act 2
Terms used 3
5A. Corresponding co‑operatives laws 9
5B. Involvement in contraventions 9
Division 2 — Qualified privilege
Division 3 — The co‑operative principles
Co‑operative principles 10
Interpretation to promote co‑operative principles 12
Division 4 — Application of Corporations Act to co‑operatives
Terms used 12
Excluded matter 12
Applying the Corporations legislation to co‑operatives 14
Modifications to applied provisions 15
Part 2 — Formation
Types of co‑operatives 18
Distributing co‑operatives 18
Non‑distributing co‑operatives 18
15A. Provisions regarding Registrar’s approvals about numbers 19
Division 2 — Formation meeting
Division 3 — Approval of disclosure statement and rules
Approval of disclosure statement 21
Approval of rules 24
Division 4 — Registration of proposed co‑operative
Application for registration of proposed co‑operative 25
Registration of co‑operative 27
Incorporation and certificate of registration 28
Division 5 — Registration of an existing corporation
Existing corporation can be registered 28
Formation meeting 28
Application for registration 29
Requirements for registration 30
Transitional provision 31
Certificate of registration 32
Effect of registration 32
Division 6 — Conversion of co‑operative
Division 7 — Reviews
Appeal against refusal to approve disclosure statement 33
Appeal against refusal to approve draft rules 34
Appeal against refusal to register 34
Supreme Court’s powers on appeal 34
Division 8 — General
Acceptance of money by proposed co‑operative 34
Issue of duplicate certificate 34
Part 3 — Legal capacity and powers
Division 1 — General powers
Effect of incorporation 36
Power to form companies and enter into joint ventures 36
Division 2 — Doctrine of ultra vires abolished
Interpretation 36
Doctrine of ultra vires abolished 37
Legal capacity 37
Restrictions on co‑operatives in rules 38
Division 3 — Persons having dealings with co‑operatives
Assumptions entitled to be made 39
Assumptions 39
Person who knows or ought to know is not entitled to make assumptions 40
Lodgment of documents not to constitute constructive knowledge 41
Effect of fraud 41
Division 4 — Authentication and execution of documents and confirmation of contracts
Common seal 42
Official seal 42
Authentication need not be under seal 42
Co‑operative may authorise person to execute deed 42
Execution under seal 43
Contractual formalities 43
Other requirements as to consent or sanction not affected 43
Division 5 — Pre‑registration contracts
Contracts before registration 44
Person may be released from liability but is not entitled to indemnity 45
This Division replaces other rights and liabilities 45
Part 4 — Membership
Division 1 — General
Becoming a member 46
Members of co‑operative group 46
Qualification for membership and transitional provision 47
Membership may be joint 47
Members under 18 years of age 48
Representatives of corporations 48
Notification of shareholders and shareholdings 48
Circumstances in which membership ceases: all co‑operatives 49
Additional circumstances in which membership ceases: co‑operatives with share capital 50
Carrying on business with too few members 50
Division 2 — Rights and liabilities of members
Rights of membership not exercisable until registered etc. 51
Liability of members to co‑operative 52
Co‑operative to make information available to person intending to become a member 52
69A. False copies of documents 53
Entry fees and regular subscriptions 54
Members etc. may be required to deal with co‑operative 55
Fines payable by members 55
Charge and set off of co‑operative 56
Repayment of shares on resignation or expulsion 57
Division 3 — Death of member
Terms used 58
Transfer of share or interest on death of member 59
Transfer of small shareholdings and interests on death 59
Value of shares and interests 60
Co‑operative protected 60
Division 4 — Disputes involving members
Grievance procedure 60
Application to Supreme Court 61
Division 5 — Oppressive conduct of affairs
Interpretation 61
Application of Division 62
Who may apply for court order 62
Orders that Supreme Court may make 62
Basis on which Supreme Court makes orders 63
Winding‑up need not be ordered if oppressed members prejudiced 64
Application of winding‑up provisions 64
Changes to rules 65
Copy of order to be lodged with Registrar 65
Division 6A — Inspection of books
90A. Order for inspection of books of co‑operative 66
90B. Ancillary orders 67
90C. Disclosure of information acquired in inspection 67
90D. Co‑operative may allow member to inspect books 68
Division 6 — Proceedings on behalf of a co‑operative by members and others
Bringing, or intervening in, proceedings on behalf of a co‑operative 68
Applying for and granting leave 69
Substitution of another person for the person granted leave 69
Effect of ratification by members 70
Leave to discontinue, compromise or settle proceedings brought, or intervened in, with leave 71
General powers of Supreme Court 71
Power of Supreme Court to make costs order 72
Part 5 — Rules
Effect of rules 73
Content of rules 73
Purchase and inspection of copy of rules 74
False copies of rules 74
Model rules 75
Rules can only be altered in accordance with this Act 75
Approval of certain alterations of rules 75
Alteration by special resolution 77
Alteration by resolution of board 77
Alteration does not take effect until registered 77
Appeal against refusal to approve alteration 78
Appeal against refusal to register 78
Supreme Court’s powers on appeal 78
Part 6 — Active membership
Division 1 — Definitions
Term used: active membership resolution 79
What is active membership 79
What are active membership provisions and resolutions 79
Division 2 — Rules to contain active membership provisions
Number of primary activities required 80
Rules to contain active membership provisions 80
Factors and considerations for determining primary activities etc. 80
Active membership provisions: distributing co‑operatives 81
Regular subscription: active membership of non‑distributing co‑operative 81
Division 3 — Active membership resolutions
Notice of meeting 82
Eligibility of directors to vote on proposal at board meeting 82
Division 4 — Cancellation of membership of inactive or missing members
Cancellation of membership of inactive or missing member 82
Share to be forfeited if membership cancelled 83
Failure to cancel membership — offence by director 83
Deferral of forfeiture by board 84
Cancellation of membership prohibited in certain circumstances 84
Notice of intention to cancel membership 85
Order of Supreme Court against cancellation 85
Repayment of amounts due because of cancelled membership 86
Interest on deposits, debentures and CCUs 88
Repayment of deposits and redemption of debentures and CCUs 89
Register of cancelled memberships 90
Division 5 — Entitlements of former members of distributing co‑operatives
Application of Division 90
Former shareholders to be taken to be shareholders for certain purposes 90
Entitlements of former shareholders on mergers etc. 91
Set off of amounts repaid etc. on forfeited shares 93
Regulations may exempt co‑operatives from provisions 94
Part 7 — Shares
Division 1 — Nature of share
Division 2 — Disclosure requirements for distributing co‑operatives
137A. Registration of current disclosure statement 95
137B. Restrictions on advertising and publicity: shares 96
Disclosure to intending shareholders in distributing co‑operative 97
Exemptions for disclosure statements 98
Division 3A — Compensation for defective disclosure
140A. Contravention leading to right to recover loss or damage 99
140B. Right to recover for loss or damage resulting from contravention 99
140C. Due diligence defence 100
140D. General defences 101
Division 3 — Issues of shares
Shares — general 102
Minimum paid up amount 102
Shares not to be issued at a discount 103
Issue of shares at a premium 103
Joint ownership of shares 103
Members may be required to take up additional shares 104
Bonus share issues 105
Restrictions on bonus shares 105
Notice about bonus shares 106
Division 4A — Provisions applying to particular share subscriptions
150A. Term used: disclosure statement 107
150B. Application of this Division 107
150C. Application money to be held on trust 107
150D. Minimum subscription condition must be fulfilled before issue or transfer 108
150E. Repayment of money if disclosure statement condition not met 108
Division 4 — Disclosure and registration of interests in shares
Direction to disclose 109
Disclosure by member of relevant interests and instructions 110
Registration as trustee etc. on death of owner of shares 111
Registration as administrator of estate on incapacity of shareholder 112
Registration as Official Trustee in Bankruptcy 112
Liabilities of person registered as trustee or administrator 112
Notice of trusts in register of members 113
No notice of trust except as provided by this Division 113
Division 5 — Sale or transfer of shares
Sale or transfer of shares 113
Transfer on death of member 114
Restriction on total shareholding 114
Transfer not effective until registered 114
Non‑members become members on registration 114
Division 6 — Repurchase of shares
Purchase and repayment of shares 115
Deposit, debentures or CCUs instead of payment when share repurchased 116
Cancellation of shares 118
Part 8 — Voting and meetings
Division 1 — Voting entitlements
Application of Part to voting 119
Voting 119
Voting by proxy 119
Control of the right to vote 120
Effect of disposal of shares on voting rights 121
Effect of relevant share and voting interests on voting rights 121
Rights of representatives 121
Other rights and duties of members not affected by ineligibility to vote 121
Vote of disentitled member to be disregarded 122
Division 2 — Resolutions
Decisions to be by ordinary resolution 122
Ordinary resolutions 122
Special resolutions 122
How majority obtained is ascertained 123
Declaration of passing of special resolution 123
Effect of special resolution 123
Lodgment of special resolution 124
Decision of Registrar on application to register special resolution 124
Division 3 — Resolution by circulated document
Application of Division 3 125
Resolution by circulation of document — fewer than 50 members 125
Division 4 — Postal ballots
Postal ballots 126
Special postal ballots 127
When a special postal ballot required 128
Holding of postal ballot on requisition 129
Expenses involved in postal ballots on requisition 130
Division 5 — Meetings
Annual general meetings 130
Special general meetings 131
Notice of meetings 131
Quorum at meetings 131
Decision at meetings 131
194A. Holding meetings remotely in whole or part 132
Calling of general meeting on requisition 133
Minutes 134
197A. Auditor entitled to notice and other communications 135
197B. Auditor’s right to be heard at general meetings 135
197C. Questions and comments by members on co‑operative management at annual general meeting 136
197D. Questions by members of auditors at annual general meeting 136
Part 9 — Management and administration of co‑operatives
Division 1 — The Board
Board of directors 138
Election of directors 138
Qualification of directors 140
Meeting of the board of directors 140
Transaction of business outside meetings 141
Alternate directors 142
Delegation by board 142
Removal from and vacation of office 143
206A. Removal from office by resolution 143
Division 2A — Disqualification from managing co‑operatives
206B. Offence for disqualified person to manage co‑operative 145
206C. Automatic disqualification for offences 146
206D. Extension of period of automatic disqualification 147
206E. Court’s power of disqualification: contravention of civil penalty provision 147
206F. Court’s power of disqualification: insolvency and non‑payment of debts 148
206G. Court’s power of disqualification: repeated contraventions of law 149
206H. Registrar’s power of disqualification 150
206I. Registrar’s power to give permission 151
206J. Court’s power to grant leave 151
Division 2 — Secretary
207A. Responsibility of secretary 153
Division 3 — Duties and liabilities of directors, officers and employees
Care and diligence: civil obligations 153
Good faith: civil obligations 154
Use of position: civil obligations 155
Use of information: civil obligations 155
Good faith, use of position and use of information: criminal offences 156
Other duties and liabilities not affected 157
Application of Corporations Act concerning indemnities and insurance for officers and auditors 157
Application of Corporations Act provisions concerning officers of co‑operatives 158
Division 4 — Restrictions on directors and officers
Directors’ remuneration 158
Certain financial accommodation to officers prohibited 158
Financial accommodation to directors and associates 159
Restriction on directors of certain co‑operatives selling land to co‑operative 162
Management contracts 162
Division 5 — Declaration of interests
Declaration of interest 163
Declarations to be recorded in minutes 165
Division does not affect other laws or rules 165
Certain interests need not be declared 165
Division 7 — Registers, books and returns
Registers to be kept by co‑operatives 166
Location of registers 167
Inspection of registers etc. 167
Use of information on registers 169
Notice of appointment etc. of directors and officers 170
List of members to be provided at request of Registrar 170
Special return to be given at request of Registrar 171
Division 8 — Name and registered office
Name to include certain matter 171
Use of abbreviations 173
Name to appear on business documents etc. 173
Change of name of co‑operative 174
Restriction on use of word “co‑operative” or similar words 175
Registered office of co‑operative 176
Part 10A — Financial reports and audit
244A. Terms used 177
244B. General modifications to applied provisions of the Corporations Act Chapter 2M 178
Division 2 — Financial records
244C. Obligation to keep financial records 178
244D. Language requirements 179
244E. Physical format 179
244F. Place where records are kept 180
244G. Director access 181
Division 3 — Annual financial reports and directors’ reports generally
244H. Who has to prepare annual financial reports and directors’ reports 181
244I. Small co‑operative: direction by members 182
244J. Small co‑operative: direction by Registrar 183
Division 4 — Annual financial reports
244K. Contents of annual financial report 184
244L. Compliance with accounting standards and regulations 186
244M. True and fair view 186
244N. Audit of financial report 186
244O. Application of Corporations Act to co‑operatives with quoted securities: declaration about financial statements by certain officers 187
Division 5 — Annual directors’ reports
244P. Annual directors’ report 188
244Q. Annual directors’ report: general information 189
244R. Annual directors’ report: specific information 191
244S. Application of Corporations Act to co‑operatives with quoted securities: additional information to be provided in annual directors’ report 195
Division 6 — Half‑year financial report and directors’ report
244T. Application of Corporations Act to co‑operatives that are disclosing entities: half‑year financial reports and directors’ reports 195
Division 7 — Audit and auditor’s report
244U. Application of Corporations Act: audit and auditor’s report 195
Division 8 — Annual financial reporting to members
244V. Annual financial reporting to members 196
244W. Deadline for reporting to members 199
244X. Member’s choices for annual financial information 200
244Y. Consideration of reports at annual general meeting 201
244ZA. Application of Corporations Act: additional reporting by debenture issuers 201
Division 9 — Lodging reports and returns with Registrar
244ZB. Lodgment of annual returns with Registrar 202
244ZC. Lodgment of financial reports etc. with Registrar 203
244ZD. Lodgment of half‑year reports with Registrar 203
244ZE. Registrar’s power to require lodgment 204
244ZF. Relodgment if financial report or directors’ reports amended after lodgment 204
Division 10 — Special provisions about consolidated financial statements
244ZG. Application of Corporations Act: special provisions about consolidated financial statements 205
Division 11 — Financial years and half years
244ZH. Financial year 205
244ZI. Half‑year 206
Division 12 — Auditors
Subdivision 1 — General provisions relating to auditors
244ZJ. Application of Corporations Act: auditors 207
Subdivision 2 — Appointment of auditors
244ZK. Appointment of auditor of small co‑operative 208
244ZL. Initial appointment of auditor of large co‑operative 208
244ZM. Annual appointment at annual general meeting of auditor of large co‑operative to fill vacancy 209
244ZN. Appointment by directors or annual general meeting of auditor of large co‑operative to fill casual vacancy 212
244ZO. Appointment to replace auditor removed from office 213
244ZP. Registrar to be notified of appointment of auditor 214
244ZQ. Registrar may appoint auditor of large co‑operative if auditor removed but not replaced 214
244ZR. Registrar’s general power to appoint auditor of large co‑operative 215
244ZS. Restrictions on Registrar’s powers to appoint auditor of large co‑operative 215
244ZT. Remaining auditors may act during vacancy 216
244ZU. Nomination of auditor 216
244ZV. Auditor’s consent to appointment 217
Subdivision 3 — Removal and resignation of auditors
244ZW. Removal and resignation of auditors 218
244ZX. Effect of winding‑up on office of auditor 221
Subdivision 4 — Auditors’ fees and expenses
244ZY. Fees and expenses of auditors 221
Subdivision 5 — Protection of auditors
244ZZA. Protection of auditors 222
Division 13 — Accounting and auditing standards
244ZZB. Accounting and auditing standards 222
244ZZC. Interpretation of accounting and auditing standards 223
Division 14 — Exemptions and modifications
244ZZD. Exemptions: individual co‑operatives 224
244ZZE. Exemptions: classes of co‑operatives 225
244ZZF. Exemptions: criteria for exemptions for individual co‑operatives or classes of co‑operatives 225
244ZZG. Exemptions: non‑auditor members and former members of audit firms, and former employees of audit companies 227
244ZZH. Exemptions: classes of non‑auditor members 228
244ZZI. Exemptions: criteria for exemptions for non‑auditor members etc. 228
244ZZJ. Exemptions from regulations 229
244ZZK. Registrar’s power to modify the operation of section 324DA of Corporations Act 229
244ZZL. Auditor to notify co‑operative of declaration 231
244ZZM. Amendment, suspension or revocation of exemption 232
Division 15 — Miscellaneous
244ZZN. Disclosure by directors 232
244ZZO. Contravention by directors of a provision of this Part 233
Part 10 — Funds and property
Division 1 — Power to raise money
Meaning of obtaining financial accommodation 234
Fund raising to be in accordance with Act and regulations 234
Limits on deposit taking 234
Members etc. not required to see to application of money 234
Registrar’s directions about fundraising 235
Subordinated debt 235
Application of Corporations Act to issues of debentures 236
Disclosure statement 237
253A. Restrictions on advertising and publicity 239
253B. Application money to be held on trust 239
Approval of board for transfer of debentures 240
Application of Corporations Act: reissue of redeemed debentures 240
Compulsory loan by member to co‑operative 240
Interest payable on compulsory loan 242
Division 2 — Co‑operative capital units
General nature of co‑operative capital units 243
Priority of CCU’s on winding‑up 244
Financial accommodation provisions apply to issue of CCUs 244
CCUs to be issued to non‑members 244
Minimum requirements for rules concerning CCUs 244
CCUs not to be issued unless terms of issue approved by Registrar 245
Directors’ duties concerning CCUs 246
Redemption of CCUs 246
Capital redemption reserve 247
Issue of shares in substitution for redemption 247
Division 3 — Charges
Division 4 — Receivers and other controllers of property of co‑operatives
Division 5 — Disposal of surplus from activities
Retention of surplus for benefit of co‑operative 248
Application for charitable purposes or members’ purposes 248
Distribution of surplus or reserves to members 249
Application of surplus to other persons 250
Division 6 — Acquisition and disposal of assets
Part 11 — Restrictions on the acquisition of interests in co‑operatives
Division 1 — Restrictions on share and voting interests
Application of Part 253
Notice required to be given of voting interest 253
Notice required to be given of substantial share interest 253
Requirements for notices 254
Maximum permissible level of share interest 254
Transitional provision 255
Shares to be forfeited to remedy contravention 256
Powers of board in response to suspected contravention 256
Powers of Supreme Court in relation to contravention 257
Co‑operative to notify Registrar of interest over 20% 257
Co‑operative to keep register 258
Unlisted companies to provide list of shareholders etc. 258
Excess share interest not to affect loan liability 259
Extent of operation of Division 259
Registrar may grant exemption from Division 260
Division 2 — Restrictions on certain share offers
Share offers to which Division applies 260
Requirements to be satisfied before offer can be made 261
Some offers totally prohibited if they discriminate 261
Offers to be submitted to board first 261
Announcements of proposed takeovers concerning proposed company 262
Additional disclosure requirements for offers involving conversion to company 264
Consequences of prohibited offer 264
Registrar may grant exemptions 265
Part 12 — Merger, transfer of engagements, winding‑up
Division 1 — Mergers and transfers of engagements
Application of Division 266
Mergers and transfers of engagements of local co‑operatives 266
Requirements before application can be made 266
Disclosure statement required 266
Making an application 268
Approval of merger 268
Approval of transfer of engagements 269
Transfer of engagements by direction of Registrar 269
Division 2 — Transfer of incorporation
Application for transfer 270
Requirements before application can be made 271
Meaning of new body and transfer 272
New body ceases to be registered as co‑operative 272
Transfer not to impose greater liability etc. 272
Effect of new certificate of registration 273
New body must give copy of new certificate of registration or incorporation to Registrar 274
New body is a continuation of the co‑operative 274
Division 3 — Winding‑up and deregistration
Methods of winding‑up 274
Winding‑up on Registrar’s certificate 274
Method of deregistration 275
Application of Corporations Act to winding‑up and deregistration 275
Restrictions on voluntary winding‑up 276
Start of members’ voluntary winding‑up 277
Distribution of surplus: non‑distributing co‑operatives 277
Liquidator — vacancy may be filled by Registrar 278
Review of liquidator’s remuneration 278
Liability of member to contribute in a winding‑up where shares forfeited etc. 278
Division 4 — Administration
Subdivision 1 — Introductory
323A. Operation of this Division 279
Subdivision 2 — Administration under Corporations Act
324A. Appointment of administrator by Registrar in case of insolvency 281
Subdivision 3 — Administration: alternative procedure
324B. Operation of this Division 281
Appointment of administrator 282
Effect of appointment of administrator 282
Revocation of appointment 283
Expenses of administration 284
Liabilities arising from administration 285
Additional powers of Registrar 285
Stay of proceedings 286
Administrator to report to Registrar 286
Division 6 — Effect of merger etc. on property, liabilities etc.
How this Division applies to a merger 286
How this Division applies to a transfer of engagements 287
How this Division applies to a transfer of incorporation 287
Effect of merger etc. on property, liabilities etc. 288
Division 7 — Miscellaneous
Grounds for winding‑up, transfer of engagements, appointment of administrator 289
Application of Corporations Act for insolvent co‑operatives 290
Part 13 — Arrangements and reconstructions
Division 1 — General requirements
Requirements for binding compromise or arrangement 293
Supreme Court ordered meeting of creditors 294
Registrar to be given notice and opportunity to make submissions 294
Results of 2 or more meetings 295
Persons disqualified from administering compromise etc. 295
Application of Schedule 4 to person appointed 296
Application of Corporations Act to person appointed 296
Copy of order to be attached to rules 296
Directors to arrange for reports 297
Power of Supreme Court to restrain further proceedings 298
Supreme Court need not approve compromise or arrangement takeovers 298
Division 2 — Explanatory statements
Explanatory statement required to accompany notice of meeting etc. 298
Requirements for explanatory statement 300
Contravention of Division: offence by co‑operative 301
Division 3 — Facilitating reconstructions and mergers
Division 4 — Acquisition of shares of dissenting shareholders
Terms used 303
Schemes and contracts to which Division applies 303
Acquisition of shares pursuant to notice to dissenting shareholder 304
Restrictions when excluded shares exceed 10% 305
Remaining shareholders may require acquisition 305
Transfer of shares pursuant to compulsory acquisition 306
Disposal of consideration for shares compulsorily acquired 307
Division 5 — Miscellaneous
Notification of appointment of scheme manager 308
Power of Supreme Court to require reports 308
Effect of out‑of‑jurisdiction compromise or arrangement 309
Jurisdiction to be exercised in harmony with Corporations Act jurisdiction 309
Registrar may appear etc. 309
Part 14 — Participating co‑operatives
What constitutes carrying on business 310
Excluded matter 310
Division 2 — Participating co‑operatives carrying on business in this State
Operation of participating co-operatives in this State 312
Authorisation to carry on business 312
Registration under Companies (Co‑operative) Act 1943 313
Existing foreign co‑operatives 313
Name of participating co-operative 313
When participating co-operative not authorised to carry on business 314
Withdrawal of authority to carry on business 314
Appeal against Registrar’s decision under s. 377(5) 315
Application of Act and regulations to participating co‑operatives 316
Division 3 — General
380A. False copies of rules of participating co‑operative 316
380B. False copies of documents of participating co‑operatives 317
380C. Restrictions on advertising and publicity: shares in participating co‑operatives 318
380D. Restrictions on advertising and publicity: debentures or CCUs in participating co‑operatives 319
380E. Registrar’s directions about participating co‑operative obtaining financial accommodation 320
Name and place of origin to appear on business and other documents of participating co‑operative 321
Supply of information to participating Registrars 322
Functions conferred on Registrar under corresponding co‑operatives law 322
385A. Registrar may exempt participating co‑operatives 322
Division 4 — Winding‑up of participating co-operatives in this State
Winding‑up to relate to State activities 323
Supreme Court may order winding‑up 323
Application of Corporations Act to winding-up of participating co-operatives 324
Outstanding property of participating co-operatives 325
Division 5 — Mergers and transfers of engagements affecting participating co‑operatives
Terms used 325
Authority for merger or transfer of engagements 326
Requirements before application can be made 326
Disclosure statement required 327
Making an application 329
Approval of merger 329
Approval of transfer of engagements 330
Effect of merger or transfer of engagements 331
Division applies instead of certain other provisions of this Act 333
Part 15 — Supervision and protection of co‑operatives
Division 1A — Examining a person about a co‑operative
398A. Application of Corporations Act: court‑directed examinations 334
Division 1 — Supervision and inspection
Terms used 334
Co-operative includes subsidiaries, participating co-operatives and co-operative ventures 335
Appointment of inspectors 335
Registrar and investigators have functions of inspectors 335
Inspector’s identity card 335
Production or display of inspector’s identity card 336
Powers of inspector 336
Inspector’s appointment conditions 337
Entry of place 337
Consent to entry 337
Inspectors may require certain persons to appear, answer questions and produce documents 339
Powers of inspectors on place entered 340
Functions of inspectors in relation to relevant documents 340
Protection from incrimination 341
Warrants 341
Warrants: applications made other than in person 342
Entry with warrant 344
General powers after entering places 345
Power to seize evidence 346
Receipt for seized things 346
Return of seized things 346
Power to require name and address 347
False or misleading statements 348
Power to require production of documents 348
False or misleading documents 349
Obstruction of inspectors 349
Copies or extracts of records to be admitted in evidence 350
Privilege 350
Division 2 — Inquiries
Terms used 351
Appointment of investigators 352
Powers of investigators 353
Examination of involved person 354
Privilege 354
Offences by involved person 355
Offences relating to documents 356
Record of examination 356
Report of investigator 357
Proceedings following inquiry 358
Admission of investigator’s report as evidence 359
Costs of inquiry 359
Division 3 — Prevention of fraud etc.
Falsification of books 360
Fraud or misappropriation 362
Offering or paying commission 362
Accepting commission 362
False statements in loan application etc. 363
Division 4 — Miscellaneous powers of the Registrar
Application for special meeting or inquiry 363
Holding of special meeting 364
Expenses of special meeting or inquiry 364
Power to hold special inquiry into co‑operative 365
Special meeting following inquiry 365
Information and evidence 365
Extension or abridgment of time 366
Power of Registrar to intervene in proceedings 366
Part 16 — Administration of this Act
Division 1 — The Registrar
Registrar of Co‑operatives 367
Deputy Registrar and other staff 367
Delegation by Registrar 368
Registers to be kept by Registrar 368
Keeping of registers 369
Disposal of records by Registrar 369
Inspection of registers 370
Approvals by Registrar 371
Lodgment of documents 371
Way of lodging 371
Power of Registrar to refuse to register or reject documents 372
Division 2 — Protection from liability
Division 3 — Evidence
Certificate of registration 373
Certificate evidence 373
Records kept by co‑operatives 374
Minutes 374
Official certificates 375
The Registrar and proceedings 375
Rules 375
Registers 375
Part 17 — Legal proceedings and other matters
Division 1 — Offences, enforcement and remedies
Notice to be given of conviction for offence 377
Secrecy 377
False or misleading statements 380
Further offence for continuing failure to do required act 381
Civil remedies 381
480A. Order against person concerned with co‑operative 382
481A. Undertakings 385
481B. Offence of contravention of undertaking 386
481C. Enforcement order on application with consent of person giving undertaking 386
481D. Enforcement orders after contravention of undertaking 386
481E. Copy of undertaking 388
481F. Registration of undertakings 388
481G. Double jeopardy 389
481H. Time limit for starting proceedings for offence 389
481I. Authorisation to start proceedings for offence 390
Division 2 — Civil consequences of contravening civil penalty provisions
482A. Terms used 390
482B. Declarations of contravention 390
482C. Declaration of contravention is conclusive evidence 392
482D. Pecuniary penalty orders 392
482E. Compensation orders 393
482F. Who may apply for a declaration or order 393
482G. Time limit for application for a declaration or order 394
482H. Civil evidence and procedural rules for declarations and civil penalty orders 394
482I. Civil proceedings after criminal proceedings 394
482J. Criminal proceedings during civil proceedings 395
482K. Criminal proceedings after civil proceedings 395
482L. Evidence given in proceedings for penalty not admissible in criminal proceedings 396
482M. Relief from liability for contravention of civil penalty provision 396
Division 3 — Miscellaneous
482N. Power to grant relief 398
482O. Irregularities 400
482P. Civil proceedings not to be stayed 403
482Q. Standard of proof 403
Part 18 — General
Co‑operative ceasing to exist 404
Service of documents on co‑operative 404
Service on member of co‑operative 405
484A. Technology neutral signing 406
Reciprocal arrangements 409
Translations of documents 409
Disclosure statements 410
Approval of forms 410
489A. Approvals to be in writing 410
Regulation making power 410
Companies (Co‑operative) Act 1943 repealed 411
Co‑operative and Provident Societies Act 1903 repealed 411
Part 19 — Transitional and savings provisions
Terms used 412
Interpretation Act 1984 not affected 412
Transitional regulations 412
Division 2 — Prohibition on registration under former Act
Division 3 — Transfer to incorporation under this Act
Co‑operative companies and registered societies to register under this Act 414
Decision of Registrar to register co‑operative company or registered society 415
Division 4 — General transitional provisions
Special resolutions, applications to the Court and court orders 416
Inspections or inquiry 416
Acquisition of shares of shareholders dissenting from scheme or contract approved by majority 417
Transitional provisions about active members 418
Division 5 — Pending incorporation, reconstruction or winding‑up
Pending incorporation 418
Pending reconstruction 418
Pending wind‑up 419
Schedule 1 — Matters for which rules must make provision
Requirements for all co‑operatives 420
Additional matters: co‑operatives with share capital 421
Additional matters: non‑distributing co‑operatives 422
Schedule 2 — Relevant interests, associates, related bodies
Division 1 — Relevant interests
Terminology used in this Schedule 424
Basic rules: relevant interests 424
Control of corporation having power in relation to a share 424
Control of 20% of voting power in corporation having power in relation to a share 425
Deemed relevant interest in advance of performance of agreement that will give rise to a relevant interest 425
Control of corporation having a relevant interest by virtue of clause 5 426
Matters not affecting application of Division 426
Corporation may have a relevant interest in its own shares 427
Exclusions: money lenders 427
Exclusions: certain trustees 427
Exclusions: instructions to securities dealer to dispose of share 428
Exclusions: honorary proxies 428
Exclusions: holders of prescribed offices 428
Prescribed exclusions 428
Effect of Schedule 428
Relevant interest: corporation other than co‑operative 429
Division 2 — Associates
Effect of Part 429
Associates of a corporation 429
Matters relating to voting rights 429
General 430
Exclusions 431
Division 3 — Related corporations
Schedule 3 — Registration etc. of charges
Terms used 432
Application to charges referred to in clause 17 433
Lodgment of documents 433
Division 2A — Schedule ceases to have effect except as otherwise provided
4A. Terms used 433
4B. Effect of Schedule at and after registration commencement time 434
4C. Refusal to exercise registration functions 434
4D. Priority between registrable charges 435
Division 2 — Registration
Subdivision 1 — Charges
Charges to which the Schedule applies 435
Excluded charges 436
Personal chattels 436
Book debts 437
Crops or stock 437
Deposit of documents of title 437
Charges on land or fixtures on land 438
Where other property is also charged 438
Effect of failure to lodge or give notice or document 438
Subdivision 2 — Notice of charge
Lodgment of notice of charge and copy of instrument, and transitional provision 438
Series of debentures 440
Operation of priority provisions in respect of issue of debentures 440
Discounts 440
Acquisition of property subject to charge 441
Subdivision 3 — Registration
Register of Co‑operative Charges 442
Registration of documents relating to charge 442
Provisional registration if stamp duty not paid 443
Provisional registration if required particulars not supplied 444
Effect of provisional registration 445
If 2 or more charges relate to the same property 446
Registration of assignment or variation of charge 446
Standard time for the purposes of this Subdivision 446
Subdivision 4 — Certain charges void against liquidator or administrator
Terms used 447
Certain charges void against liquidator or administrator 447
Certain varied charges void against liquidator or administrator 448
Supreme Court may extend required period 449
Certain later charges void 450
Effect of provisions on purchaser in good faith 450
Subdivision 5 — Certain charges in favour of persons void
Terms used 451
Charges in favour of certain persons void in certain cases 451
Supreme Court may give leave for enforcement of charge 452
Certain transactions excluded 452
Subdivision 6 — Assignment, variation or satisfaction of charges
Assignment and variation of charges 453
Satisfaction of, and release of property from, charges 454
Subdivision 7 — General
Lodgment of notices 455
Lodgment offences 455
Co‑operative to keep documents relating to charges 455
Co‑operative to keep register, and transitional provision 456
Certificates 457
Power of Supreme Court to rectify register of charges 458
Registrar may exempt from compliance with certain requirements of Division 458
Division 3 — Order of priority
Subdivision 1 — General
Terms used 459
Priorities of charges 460
Subdivision 2 — Priority rules
General priority rules in relation to registered charges 461
General priority rule in relation to unregistered charges 462
Special priority rules 462
Schedule 4 — Receivers, and other controllers, of property of co‑operatives
Terms used 465
Application of Schedule 466
Persons not to act as receivers 466
Supreme Court may declare whether controller is validly acting 467
Liability of controller 468
Liability of controller under pre‑existing agreement about property used by co‑operative 469
Powers of receiver 470
Controller’s duty of care in exercising power of sale 472
Supreme Court may authorise managing controller to dispose of property despite prior charge 472
Receiver’s power to carry on co‑operative’s business during winding‑up 474
Controller’s duties in relation to financial institution accounts and financial records 475
Managing controller to report within 2 months about co‑operative’s affairs 475
Reports by receiver 476
Supervision of controller 477
Controller may apply to Supreme Court 479
Power of Supreme Court to fix receiver’s remuneration 479
Controller has qualified privilege in certain cases 480
Notification of matters relating to controller 480
Statement that receiver appointed or other controller acting 481
Officers to report to controller about co‑operative’s affairs 482
Controller may require reports 484
Controller may inspect books 485
Lodging controller’s accounts 485
Payment of certain debts, out of property subject to floating charge, in priority to claims under charge 487
Enforcement of controller’s duty to make returns 489
Supreme Court may remove controller for misconduct 490
Supreme Court may remove redundant controller 490
Effect of clauses 26 and 27 491
Sourced from the Western Australian Legislation website (legislation.wa.gov.au). Not the authorised version.
Western Australia
Co-operatives Act 2009
Western Australia
Co-operatives Act 2009
Contents
Part 1 — Preliminary
Division 1 — Introductory
Short title 2
Commencement 2
Objects of this Act 2
Terms used 3
5A. Corresponding co‑operatives laws 9
5B. Involvement in contraventions 9
Division 2 — Qualified privilege
Division 3 — The co‑operative principles
Co‑operative principles 10
Interpretation to promote co‑operative principles 12
Division 4 — Application of Corporations Act to co‑operatives
Terms used 12
Excluded matter 12
Applying the Corporations legislation to co‑operatives 14
Modifications to applied provisions 15
Part 2 — Formation
Division 1 — Introductory
Types of co‑operatives 18
Distributing co‑operatives 18
Non‑distributing co‑operatives 18
15A. Provisions regarding Registrar’s approvals about numbers 19
Division 2 — Formation meeting
Division 3 — Approval of disclosure statement and rules
Approval of disclosure statement 21
Approval of rules 24
Division 4 — Registration of proposed co‑operative
Application for registration of proposed co‑operative 25
Registration of co‑operative 27
Incorporation and certificate of registration 28
Division 5 — Registration of an existing corporation
Existing corporation can be registered 28
Formation meeting 28
Application for registration 29
Requirements for registration 30
Transitional provision 31
Certificate of registration 32
Effect of registration 32
Division 6 — Conversion of co‑operative
Division 7 — Reviews
Appeal against refusal to approve disclosure statement 33
Appeal against refusal to approve draft rules 34
Appeal against refusal to register 34
Supreme Court’s powers on appeal 34
Division 8 — General
Acceptance of money by proposed co‑operative 34
Issue of duplicate certificate 34
Part 3 — Legal capacity and powers
Division 1 — General powers
Effect of incorporation 36
Power to form companies and enter into joint ventures 36
Division 2 — Doctrine of ultra vires abolished
Interpretation 36
Doctrine of ultra vires abolished 37
Legal capacity 37
Restrictions on co‑operatives in rules 38
Division 3 — Persons having dealings with co‑operatives
Assumptions entitled to be made 39
Assumptions 39
Person who knows or ought to know is not entitled to make assumptions 40
Lodgment of documents not to constitute constructive knowledge 41
Effect of fraud 41
Division 4 — Authentication and execution of documents and confirmation of contracts
Common seal 42
Official seal 42
Authentication need not be under seal 42
Co‑operative may authorise person to execute deed 42
Execution under seal 43
Contractual formalities 43
Other requirements as to consent or sanction not affected 43
Division 5 — Pre‑registration contracts
Contracts before registration 44
Person may be released from liability but is not entitled to indemnity 45
This Division replaces other rights and liabilities 45
Part 4 — Membership
Division 1 — General
Becoming a member 46
Members of co‑operative group 46
Qualification for membership and transitional provision 47
Membership may be joint 47
Members under 18 years of age 48
Representatives of corporations 48
Notification of shareholders and shareholdings 48
Circumstances in which membership ceases: all co‑operatives 49
Additional circumstances in which membership ceases: co‑operatives with share capital 50
Carrying on business with too few members 50
Division 2 — Rights and liabilities of members
Rights of membership not exercisable until registered etc. 51
Liability of members to co‑operative 52
Co‑operative to make information available to person intending to become a member 52
69A. False copies of documents 53
Entry fees and regular subscriptions 54
Members etc. may be required to deal with co‑operative 55
Fines payable by members 55
Charge and set off of co‑operative 56
Repayment of shares on resignation or expulsion 57
Division 3 — Death of member
Terms used 58
Transfer of share or interest on death of member 59
Transfer of small shareholdings and interests on death 59
Value of shares and interests 60
Co‑operative protected 60
Division 4 — Disputes involving members
Grievance procedure 60
Application to Supreme Court 61
Division 5 — Oppressive conduct of affairs
Interpretation 61
Application of Division 62
Who may apply for court order 62
Orders that Supreme Court may make 62
Basis on which Supreme Court makes orders 63
Winding‑up need not be ordered if oppressed members prejudiced 64
Application of winding‑up provisions 64
Changes to rules 65
Copy of order to be lodged with Registrar 65
Division 6A — Inspection of books
90A. Order for inspection of books of co‑operative 66
90B. Ancillary orders 67
90C. Disclosure of information acquired in inspection 67
90D. Co‑operative may allow member to inspect books 68
Division 6 — Proceedings on behalf of a co‑operative by members and others
Bringing, or intervening in, proceedings on behalf of a co‑operative 68
Applying for and granting leave 69
Substitution of another person for the person granted leave 69
Effect of ratification by members 70
Leave to discontinue, compromise or settle proceedings brought, or intervened in, with leave 71
General powers of Supreme Court 71
Power of Supreme Court to make costs order 72
Part 5 — Rules
Effect of rules 73
Content of rules 73
Purchase and inspection of copy of rules 74
False copies of rules 74
Model rules 75
Rules can only be altered in accordance with this Act 75
Approval of certain alterations of rules 75
Alteration by special resolution 77
Alteration by resolution of board 77
Alteration does not take effect until registered 77
Appeal against refusal to approve alteration 78
Appeal against refusal to register 78
Supreme Court’s powers on appeal 78
Part 6 — Active membership
Division 1 — Definitions
Term used: active membership resolution 79
What is active membership 79
What are active membership provisions and resolutions 79
Division 2 — Rules to contain active membership provisions
Number of primary activities required 80
Rules to contain active membership provisions 80
Factors and considerations for determining primary activities etc. 80
Active membership provisions: distributing co‑operatives 81
Regular subscription: active membership of non‑distributing co‑operative 81
Division 3 — Active membership resolutions
Notice of meeting 82
Eligibility of directors to vote on proposal at board meeting 82
Division 4 — Cancellation of membership of inactive or missing members
Cancellation of membership of inactive or missing member 82
Share to be forfeited if membership cancelled 83
Failure to cancel membership — offence by director 83
Deferral of forfeiture by board 84
Cancellation of membership prohibited in certain circumstances 84
Notice of intention to cancel membership 85
Order of Supreme Court against cancellation 85
Repayment of amounts due because of cancelled membership 86
Interest on deposits, debentures and CCUs 88
Repayment of deposits and redemption of debentures and CCUs 89
Register of cancelled memberships 90
Division 5 — Entitlements of former members of distributing co‑operatives
Application of Division 90
Former shareholders to be taken to be shareholders for certain purposes 90
Entitlements of former shareholders on mergers etc. 91
Set off of amounts repaid etc. on forfeited shares 93
Regulations may exempt co‑operatives from provisions 94
Part 7 — Shares
Division 1 — Nature of share
Division 2 — Disclosure requirements for distributing co‑operatives
137A. Registration of current disclosure statement 95
137B. Restrictions on advertising and publicity: shares 96
Disclosure to intending shareholders in distributing co‑operative 97
Exemptions for disclosure statements 98
Division 3A — Compensation for defective disclosure
140A. Contravention leading to right to recover loss or damage 99
140B. Right to recover for loss or damage resulting from contravention 99
140C. Due diligence defence 100
140D. General defences 101
Division 3 — Issues of shares
Shares — general 102
Minimum paid up amount 102
Shares not to be issued at a discount 103
Issue of shares at a premium 103
Joint ownership of shares 103
Members may be required to take up additional shares 104
Bonus share issues 105
Restrictions on bonus shares 105
Notice about bonus shares 106
Division 4A — Provisions applying to particular share subscriptions
150A. Term used: disclosure statement 107
150B. Application of this Division 107
150C. Application money to be held on trust 107
150D. Minimum subscription condition must be fulfilled before issue or transfer 108
150E. Repayment of money if disclosure statement condition not met 108
Division 4 — Disclosure and registration of interests in shares
Direction to disclose 109
Disclosure by member of relevant interests and instructions 110
Registration as trustee etc. on death of owner of shares 111
Registration as administrator of estate on incapacity of shareholder 112
Registration as Official Trustee in Bankruptcy 112
Liabilities of person registered as trustee or administrator 112
Notice of trusts in register of members 113
No notice of trust except as provided by this Division 113
Division 5 — Sale or transfer of shares
Sale or transfer of shares 113
Transfer on death of member 114
Restriction on total shareholding 114
Transfer not effective until registered 114
Non‑members become members on registration 114
Division 6 — Repurchase of shares
Purchase and repayment of shares 115
Deposit, debentures or CCUs instead of payment when share repurchased 116
Cancellation of shares 118
Part 8 — Voting and meetings
Division 1 — Voting entitlements
Application of Part to voting 119
Voting 119
Voting by proxy 119
Control of the right to vote 120
Effect of disposal of shares on voting rights 121
Effect of relevant share and voting interests on voting rights 121
Rights of representatives 121
Other rights and duties of members not affected by ineligibility to vote 121
Vote of disentitled member to be disregarded 122
Division 2 — Resolutions
Decisions to be by ordinary resolution 122
Ordinary resolutions 122
Special resolutions 122
How majority obtained is ascertained 123
Declaration of passing of special resolution 123
Effect of special resolution 123
Lodgment of special resolution 124
Decision of Registrar on application to register special resolution 124
Division 3 — Resolution by circulated document
Application of Division 3 125
Resolution by circulation of document — fewer than 50 members 125
Division 4 — Postal ballots
Postal ballots 126
Special postal ballots 127
When a special postal ballot required 128
Holding of postal ballot on requisition 129
Expenses involved in postal ballots on requisition 130
Division 5 — Meetings
Annual general meetings 130
Special general meetings 131
Notice of meetings 131
Quorum at meetings 131
Decision at meetings 131
194A. Holding meetings remotely in whole or part 132
Calling of general meeting on requisition 133
Minutes 134
197A. Auditor entitled to notice and other communications 135
197B. Auditor’s right to be heard at general meetings 135
197C. Questions and comments by members on co‑operative management at annual general meeting 136
197D. Questions by members of auditors at annual general meeting 136
Part 9 — Management and administration of co‑operatives
Division 1 — The Board
Board of directors 138
Election of directors 138
Qualification of directors 140
Meeting of the board of directors 140
Transaction of business outside meetings 141
Alternate directors 142
Delegation by board 142
Removal from and vacation of office 143
206A. Removal from office by resolution 143
Division 2A — Disqualification from managing co‑operatives
206B. Offence for disqualified person to manage co‑operative 145
206C. Automatic disqualification for offences 146
206D. Extension of period of automatic disqualification 147
206E. Court’s power of disqualification: contravention of civil penalty provision 147
206F. Court’s power of disqualification: insolvency and non‑payment of debts 148
206G. Court’s power of disqualification: repeated contraventions of law 149
206H. Registrar’s power of disqualification 150
206I. Registrar’s power to give permission 151
206J. Court’s power to grant leave 151
Division 2 — Secretary
207A. Responsibility of secretary 153
Division 3 — Duties and liabilities of directors, officers and employees
Care and diligence: civil obligations 153
Good faith: civil obligations 154
Use of position: civil obligations 155
Use of information: civil obligations 155
Good faith, use of position and use of information: criminal offences 156
Other duties and liabilities not affected 157
Application of Corporations Act concerning indemnities and insurance for officers and auditors 157
Application of Corporations Act provisions concerning officers of co‑operatives 158
Division 4 — Restrictions on directors and officers
Directors’ remuneration 158
Certain financial accommodation to officers prohibited 158
Financial accommodation to directors and associates 159
Restriction on directors of certain co‑operatives selling land to co‑operative 162
Management contracts 162
Division 5 — Declaration of interests
Declaration of interest 163
Declarations to be recorded in minutes 165
Division does not affect other laws or rules 165
Certain interests need not be declared 165
Division 7 — Registers, books and returns
Registers to be kept by co‑operatives 166
Location of registers 167
Inspection of registers etc. 167
Use of information on registers 169
Notice of appointment etc. of directors and officers 170
List of members to be provided at request of Registrar 170
Special return to be given at request of Registrar 171
Division 8 — Name and registered office
Name to include certain matter 171
Use of abbreviations 173
Name to appear on business documents etc. 173
Change of name of co‑operative 174
Restriction on use of word “co‑operative” or similar words 175
Registered office of co‑operative 176
Part 10A — Financial reports and audit
Division 1 — Preliminary
244A. Terms used 177
244B. General modifications to applied provisions of the Corporations Act Chapter 2M 178
Division 2 — Financial records
244C. Obligation to keep financial records 178
244D. Language requirements 179
244E. Physical format 179
244F. Place where records are kept 180
244G. Director access 181
Division 3 — Annual financial reports and directors’ reports generally
244H. Who has to prepare annual financial reports and directors’ reports 181
244I. Small co‑operative: direction b
This is an opening excerpt, not the complete document.