Part 2M3, Division 1 (Annual financial reports and directors’ reports)

Part 2M.3, Division 1 (Annual financial reports and directors’ reports) A co‑operative with quoted securities Sections 302–306 Part 2M.3, Division 2 (Half‑year financial report and directors’ report) A co‑operative that is a disclosing entity Sections 307–313 Part 2M.3, Division 3 (Audit and auditor’s report) Section 315(1) Part 2M.3, Division 4 (Annual financial reporting to members) A co‑operative that is a disclosing entity Part 2M.3, Division 4 (Annual financial reporting to members) Sections 323–323C Part 2M.3, Division 6 (Special provisions about consolidated financial statements) Sections 324AA–324DD (except section 324BD) Part 2M.4 (Appointment and removal of auditors), Divisions 1–5 Sections 416–434G Part 5.2 (Receivers, and other controllers, of property of corporations) Sections 435A–451D (except section 446B) Part 5.3A (Administration of a company’s affairs with a view to executing a deed of company arrangement) Sections 459A–581 Part 5.4 (Winding up in insolvency) Part 5.4A (Winding up by the court on other grounds) Part 5.4B (Winding up in insolvency or by the court) Part 5.5 (Voluntary winding up) Part 5.6 (Winding up generally) The winding up of a co‑operative Sections 465–489E Part 5.4B (Winding up in insolvency or by the court) The winding up or deregistration of participating co‑operatives Sections 513–581 Part 5.6 (Winding up generally) The winding up or deregistration of participating co‑operatives Part 5.6, Division 3 (Liquidators) A person appointed to administer a compromise or arrangement Part 5.6, Division 6 (Proof and ranking of claims) Debentures (and CCUs) issued by a co‑operative to any of its members or employees Sections 588C–588Z Part 5.7B (Recovering property or compensation for the benefit of creditors of insolvent company) Sections 589–596 Part 5.8 (Offences) Sections 596AA–596AI Part 5.8A (Employee entitlements) Sections 596A–597B Part 5.9, Division 1 (Examining a person about a corporation) Sections 600A–600H Part 5.9, Division 3 (Provisions applying to various kinds of external administration) Sections 601AA–601AH Part 5A.1 (Deregistration) The deregistration of a co‑operative and a deregistered co‑operative Sections 674–678 Chapter 6CA (Continuous disclosure) Sections 700–742 Chapter 6D (Fundraising) Sections 1040A–1045A Part 7.10 (Market misconduct and other prohibited conduct relating to financial products and financial services) Sections 1339–1343A Part 9.7 (Unclaimed property) Anything paid or transferred to the Registrar under section 436(2) Section 436(3) 14—Applied Corporations legislation matters under the National Regulations (1) The National Regulations may declare any matter relating to co‑operatives or participating co‑operatives to be an applied Corporations legislation matter for the purposes of the Corporations application legislation of this jurisdiction in relation to any provision of the Corporations legislation that does not apply of its own force to co‑operatives or participating co‑operatives (as the case may be). (2) The declaration is made subject to any modifications specified in the provision in which the declaration is made. (3) Additionally, the declaration is also made subject to— (a) any modifications applying under section 15; and (b) any modifications prescribed by the National Regulations; and (c) any necessary modifications. (4) The National Regulations may also provide that a specified provision of the Corporations legislation (with any applicable modifications) that is the subject of the declaration— (a) operates to the exclusion of a specified provision of this Law; or (b) prevails over a specified provision of this Law to the extent of any inconsistency. 15—Modifications to applied provisions (1) This section applies in relation to any provisions of the Corporations legislation (the applied provisions) that are the subject of— (a) a declaration under this Law, as referred to in section 13; or (b) a declaration under the National Regulations, as referred to in section 14. (2) For the purposes of sections 13 and 14, the following modifications apply: (a) a reference in the applied provisions to a corporation, company or public company is to be read as a reference to a co‑operative; (b) a reference in the applied provisions to ASIC is to be read as a reference to the Registrar; (c) a reference in the applied provisions to the court is to be read as a reference to the Supreme Court; (d) a reference in the applied provisions to the Commonwealth is to be read as a reference to this jurisdiction; (e) a reference in the applied provisions to articles or memorandum of association or constitution or replaceable rules is to be read as a reference to rules; (f) a reference in the applied provisions to the Gazette is to be read as a reference to the Government Gazette of this jurisdiction; (g) a reference in the applied provisions to prescribed is to be read as a reference to approved by the designated authority, and (without limitation) a reference to a prescribed form is to be read as a reference to an approved form within the meaning of this Law; (h) a reference in the applied provisions to a special resolution is to be read as a reference to a special resolution referred to in section 239 of this Law; (i) a cross‑reference in the applied provisions to another provision of the Corporations Act is, if that cross‑reference is not appropriate (because, for example, the provision cross‑referred to is not among the applied provisions), to be read as a cross‑reference to the equivalent provision of this Law; (j) a reference in the applied provisions (including section 311 of the Corporations Act) to a contravention of this Act is to be read as including a reference to a contravention of this Law; (k) a reference in the applied provisions to the regulations is to be read as a reference to the National Regulations or local regulations, as the case requires; (l) all notes in the applied provisions are to be ignored; (m) any of the applied provisions that are not relevant to co‑operatives or that are incapable of application to co‑operatives or participating co‑operatives are to be ignored. (3) Subsection (2) does not apply to the extent to which this Law or the National Regulations provide otherwise, whether expressly or by implication. Division 3—Prescription by National Regulations of other matters dealt with by Corporations legislation 16—National Regulations may provide for matters dealt with by Corporations legislation (1) The National Regulations may make provision, in relation to co‑operatives, participating co‑operatives or associated matters, for or with respect to any matter for which a provision of the Corporations legislation has effect in relation to companies or associated matters. (2) A National Regulation made under subsection (1) may deal with a matter in a similar way as, or in a different way from, that in which the provision of the Corporations legislation has effect. (3) Subsection (1) does not apply in relation to a provision of the Corporations legislation that applies of its own force or by operation of other provisions of this Law. (4) Without limiting subsection (1) or (2), the National Regulations may confer jurisdiction on a court or tribunal to exercise any function conferred by the National Regulations made under subsection (1). This section authorises the National Regulations to deal with a matter dealt with by Corporations legislation (with certain limitations) in a manner that does not involve the declaration of the matter to be an applied Corporations legislation matter. This procedure is contemplated by the Corporations application legislation of the various jurisdictions. Chapter 2—Formation, powers and constitution of co‑operatives Part 1—Formation Division 1—Types of co‑operatives 17—Types of co‑operatives (1) A body may be registered under this Law as a co‑operative. (2) A co‑operative may be either— (a) a distributing co‑operative; or (b) a non‑distributing co‑operative. 18—Distributing co‑operatives (1) A distributing co‑operative is a co‑operative that is not prohibited from giving returns or distributions on surplus or share capital. (2) A distributing co‑operative must have share capital. (3) A distributing co‑operative must have a membership of— (a) in the case of a co‑operative group—2 or more co‑operatives; or (b) in the case of any other distributing co‑operative— (i) if a lesser number than 5 is approved by the Registrar—at least that number of active members; or (ii) otherwise—5 or more active members. (4) An approval under subsection (3) may be given in relation to a particular co‑operative or class of co‑operatives. 19—Non‑distributing co‑operatives (1) A non‑distributing co‑operative is a co‑operative that is prohibited from giving returns or distributions on surplus or share capital to members, other than the nominal value of shares (if any) at winding up. (2) A non‑distributing co‑operative may or may not have share capital. (3) A non‑distributing co‑operative must have a membership of— (a) in the case of a co‑operative group—2 or more co‑operatives; or (b) in the case of any other non‑distributing co‑operative— (i) if a lesser number than 5 is approved by the Registrar—at least that number of active members; or (ii) otherwise—5 or more active members. (4) An approval under subsection (3) may be given in relation to a particular co‑operative or class of co‑operatives. 20—Provisions regarding Registrar's approvals about numbers (1) The Registrar may give one composite approval that operates as more than one of the following: (a) an approval concerning the number of active members of a co‑operative required under section 18(3) or 19(3); (b) an approval concerning the number of persons required to hold the formation meeting of a co‑operative under section 22(2); (c) an approval concerning the number of members required to sign the application for registration of a proposed co‑operative under section 26(1); (d) an approval concerning the minimum number of members for a co‑operative to continue to carry on business under section 119. (2) A composite approval may be given in relation to— (a) a particular co‑operative or proposed co‑operative; or (b) a particular class of co‑operatives or proposed co‑operatives; or (c) all co‑operatives or proposed co‑operatives. (3) This section does not limit the power of the Registrar to give separate approvals under any of the relevant sections. Division 2—Formation meeting 21—Formation meeting (1) Before a proposed co‑operative (other than an existing corporation) can be registered, a formation meeting must be held under this Division. (2) Before a formation meeting can be held for a proposed co‑operative, a draft of the proposed rules and a draft of the proposed formation disclosure statement must be approved by the Registrar in accordance with Division 3. 22—Requirements regarding formation meeting (1) At the formation meeting for a proposed co‑operative— (a) the proposed rules of the co‑operative approved under section 24 for the proposed co‑operative, including active membership provisions, must be passed by two‑thirds of the proposed members of the proposed co‑operative attending the meeting; and (b) in the case of— (i) a proposed distributing co‑operative; or (ii) a proposed non‑distributing co‑operative that is the subject of a direction under section 23(2)(a), a formation disclosure statement approved under section 25 must be presented to the meeting; and (c) the proposed members of the proposed co‑operative must sign the application for membership; and (d) the proposed members must elect the first directors of the proposed co‑operative under the proposed rules; and (e) the proposed members must authorise a person— (i) to apply to the Registrar for registration of the proposed co‑operative; and (ii) to do anything necessary to have the proposed co‑operative registered. (2) The formation meeting must be held by— (a) in the case of a co‑operative group—not less than 2 co‑operatives suitably qualified to be members of the proposed co‑operative group; or (b) in the case of any other co‑operative—not less than 5 persons, or if a lesser number than 5 is approved by the Registrar not less than the approved number of persons, suitably qualified to be members of the proposed co‑operative. (3) For the purposes of subsection (2), a person (including a co‑operative) is suitably qualified to be a member if— (a) there are reasonable grounds to believe the person will be an active member of the proposed co‑operative; and (b) in the case of an individual—the person is an adult; and (c) the person satisfies any other requirements for membership in the proposed rules. (4) Each co‑operative forming a proposed co‑operative group may be represented at the formation meeting by one person. (5) An approval under subsection (2) may be given in relation to a particular co‑operative or class of co‑operatives or to all co‑operatives. Division 3—Initial approval of rules and formation disclosure statement 23—Submission of draft rules and draft formation disclosure statement (1) The following documents must be submitted to the Registrar before the formation meeting: (a) a draft of the rules proposed for the co‑operative (including active membership provisions); (b) in the case of— (i) a distributing co‑operative—a draft formation disclosure statement for the co‑operative; or (ii) a non‑distributing co‑operative—a draft formation disclosure statement for the co‑operative if the Registrar so directs under subsection (2)(a); (c) a written notice of intention to apply for registration as a co‑operative. (2) The Registrar may by written notice direct that— (a) a draft formation disclosure statement for a proposed non‑distributing co‑operative must be submitted to the Registrar; and (b) a formation disclosure statement approved under section 25 must be presented to the formation meeting for the co‑operative. (3) The notice under subsection (2) is to be given to the person who submitted notice of intention to apply for registration as a co‑operative and must specify the time by which the draft formation disclosure statement must be submitted to the Registrar. 24—Provisions relating to and approval of rules (1) This section applies to draft rules for a co‑operative required to be submitted to the Registrar under section 23. (2) The rules must— (a) be in accordance with section 56; and (b) be in a form that may reasonably be approved. (3) If the rules do not make provision for any matter required by Schedule 1, the Registrar may approve the relevant provisions of the model rules as rules of the co‑operative. (4) The Registrar may— (a) approve the rules as submitted; or (b) approve different rules to those submitted; or (c) refuse to approve the rules; or (d) require the person submitting the draft rules to give the Registrar any additional information the Registrar reasonably requires, and then act under paragraph (a), (b) or (c). (5) Subject to subsection (6), the Registrar approves of the rules by giving written notice of the approval of the rules to the person who submitted the draft rules to the Registrar. (6) The Registrar is taken to have approved the proposed rules (as submitted to the Registrar) at the end of the period of 28 days after they were submitted, unless before the end of that period the Registrar gives written notice to the person who submitted them that the Registrar— (a) has approved different rules to those submitted; or (c) refuses to approve the proposed rules. (7) The Registrar must give the person who submitted the proposed rules to the Registrar written notice of the reasons for acting under subsection (6)(a) or (c). 25—Provisions relating to and approval of formation disclosure statement (1) This section applies to a draft formation disclosure statement for a co‑operative required to be submitted to the Registrar under section 23. (2) The draft formation disclosure statement for a distributing co‑operative must contain the information necessary to ensure prospective members are adequately informed of the nature and extent of a person's financial involvement or liability as a member of the co‑operative including so far as applicable— (a) the estimated costs of formation; and (b) the active membership provisions of the proposed co‑operative; and (c) the rights and liabilities attaching to shares in the proposed co‑operative; and (d) the capital required for the co‑operative at the time of formation; and (e) the projected income and expenditure of the co‑operative for its first year of operation; and (f) information about any contracts required to be entered into by the co‑operative; and (g) any other information that the Registrar directs to be included. (3) The draft formation disclosure statement for a non‑distributing co‑operative must contain the information that the Registrar directs to be included. (4) The Registrar may— (a) approve the draft statement as submitted; or (b) amend the draft, or require a specified amendment of the draft, and then approve the amended statement; or (c) approve a different statement to that submitted; or (d) refuse to approve the draft statement; or (e) require the person submitting the draft statement to give the Registrar any additional information the Registrar reasonably requires, and then act under paragraph (a), (b), (c) or (d). (5) Approval may be given at any time before the formation meeting is held. (6) Approval may be given with or without conditions. (7) Subject to subsection (8), the Registrar approves of a formation disclosure statement by giving written notice of the approval of the statement to the person who submitted the draft statement to the Registrar. (8) The Registrar is taken to have approved the formation disclosure statement (as submitted to the Registrar) at the end of the period of 28 days after the day it was submitted to the Registrar, unless before the end of that period the Registrar gives written notice to the person who submitted the draft statement that the Registrar— (a) has approved a different formation disclosure statement to that submitted; or (c) refuses to approve the formation disclosure statement. (9) The Registrar must give the person who submitted the draft statement to the Registrar written notice of the reasons for acting under subsection (8)(a) or (c). Section 69 contains restrictions on advertising or publishing statements about an offer, or intended offer, of shares in a distributing co‑operative unless a current formation disclosure statement relating to the shares is registered with or approved by the Registrar.