Div 5Registration of existing corporation

Division 5—Registration of existing corporation 29—Existing corporation can be registered A corporation (other than a co‑operative taken to be registered under this Law) may apply to the Registrar to be registered as a co‑operative under this Law. 30—Formation meeting (existing corporation) (1) Before applying for registration as a co‑operative, the corporation must, at the formation meeting, by a resolution approve of— (a) the proposed registration; and (b) any amendment of its existing constituent documents necessary to enable the corporation to comply with this Law; and (c) the proposed rules of the proposed co‑operative approved under section 24, including active membership provisions. (2) The formation disclosure statement approved under section 25 must be presented to the formation meeting, in the case of— (a) a proposed distributing co‑operative; or (b) a proposed non‑distributing co‑operative that is the subject of a direction under section 23(2). (3) A resolution under this section must have been passed by a two‑thirds majority of eligible members present at the formation meeting. Section 32(5) provides that, despite anything to the contrary in this Division, the registration of a corporation as a co‑operative does not take effect until the corporation ceases to be registered under the law under which it was previously registered. 31—Application for registration of existing corporation An application for the registration of an existing corporation must— (b) be accompanied by the fee— (ii) prescribed by the local regulations; and (c) be accompanied by— (i) a written declaration, signed no more than 28 days before the application for registration by the directors or committee of management of the corporation, stating that at a meeting of the directors or committee they formed the opinion that the corporation will be able to pay its debts as they fall due; and (ii) a report in the approved form as to the affairs of the corporation and showing its assets and liabilities, made up to the latest practicable date before the application; and (iii) a copy of the constituent documents of the corporation in force at the date of the application; and (iv) 2 copies of the proposed rules of the co‑operative, as provided for by the special resolution; and (v) in the case of a proposed distributing co‑operative or in the case of a proposed non‑distributing co‑operative that is subject to a direction under section 23(2)—a copy of the formation disclosure statement presented to the meeting held under section 30, certified by the directors or committee of management of the corporation; and (vi) a list containing the name, address, occupation and place and date of birth of each director; and (vii) evidence to the satisfaction of the Registrar of the incorporation of the corporation; and (viii) a statement setting out the connection that the proposed co‑operative would have to this jurisdiction; and (ix) a statement of the address (located in this jurisdiction) of the co‑operative's registered office or proposed registered office; and (x) any other particulars the Registrar may require in a particular case. 32—Requirements for registration (1) When an application is made for the registration of a corporation as a co‑operative under this Division, the Registrar must register the corporation as a co‑operative under this Law and register its rules under this Law if the Registrar is satisfied the requirements for the registration of the corporation as a co‑operative have been met. (2) The requirements for the registration of a corporation as a co‑operative under this Division are as follows: (a) the proposed rules of the proposed co‑operative must be the rules approved by the Registrar under section 24; (b) the requirements of this Law must have been complied with in relation to the proposed co‑operative; (c) there must be no reasonable cause for refusing registration of the proposed co‑operative; (d) the proposed co‑operative must have a sufficient connection with this jurisdiction. (3) If the Registrar is not satisfied the requirements for registration of the corporation as a co‑operative have been met, the Registrar may refuse to register the proposed co‑operative and its rules and must give to the applicant written notice of the refusal and the reasons for the refusal. (4) If the Registrar has decided under this section to register a corporation under this Law, the corporation must notify the authority responsible for registering the corporation under the law under which it was previously registered of that decision. (5) Despite anything to the contrary in this Division, the registration of a corporation as a co‑operative does not take effect until the corporation ceases to be registered under the law under which it was previously registered. (6) The corporation must notify the Registrar in writing within 7 days after ceasing to be registered under that other law. 33—Certificate of registration (1) On the registration of the corporation as a co‑operative, the Registrar must— (a) issue a certificate of registration; and (b) publish notice of the issue of the certificate by designated instrument. (2) The corporate name of a corporation registered as a co‑operative is the name approved by the Registrar, as stated in the certificate of registration issued by the Registrar. 34—Effect of registration (1) The corporation is to be taken to be incorporated under this Law on its registration. (2) Except as expressly provided in this Law, the registration and incorporation of the corporation as a co‑operative does not prejudice any right of a member in relation to any shares held at the time of registration and incorporation. (3) The change of registration and incorporation does not affect the identity of the corporation and it is taken to be the same body after registration as a co‑operative as it was before and no act, matter or thing is affected by the change.