Co-operatives National Law (Victoria) Local Regulations 2024

The Regulations use a small set of recurring legal devices and concepts to effect operational control: prescribed fees and fee units; Registrar discretion; exemptions (time‑limited and conditional); prescribed offence lists; and model‑rule modifications for a defined subclass of co‑operatives (those with government guarantees).

1. Fees by reference to "fee units". The Regulations specify many fees in fee units (regs 12-14, reg 15-17). The Endnotes explain that the applicable monetary value of a fee unit for the 2023-24 financial year is $15.90 and that the Monetary Units Act 2004 determines future values and rounding (Endnotes, Explanatory details). That means monetary cost to users is fee units times the Treasurer‑published unit value, rounded to the nearest 10 cents. The Regulations do not fix dollar amounts directly for most statutory fees; they fix fee‑unit quantities. The use of fee units embeds an indexation mechanism under the Monetary Units Act 2004.

2. Registrar as decision‑maker. The Registrar is repeatedly given power to grant, vary, condition and revoke exemptions (regs 7(2), 7(5), 8(2), 8(5)), to determine applications described in the tables (regs 12-14 are administrative rather than conferring additional power), and to waive, reduce or refund fees on a discretionary finding of "special circumstances" (reg 18). The Regulations therefore rely on administrative discretion to temper the impact of fixed fees and restrictions.

3. Exemptions and conditions. For names (regs 7-8) and the use of "co‑operative" (reg 8) the Regulations set out two pathways: (a) classes of entities are outright identified as exempt (for example companies permitted to use "building society", "credit union" or "credit society" under s 66 of the Commonwealth Banking Act 1959, or friendly societies under the Life Insurance Act 1995, or entities formed under pre‑Co‑operation Act 1953 legislation) (regs 7(1)(a)-(d) and 8(1)(a)-(d)); and (b) ad hoc exemptions on application to the Registrar, subject to fee and possible conditions (regs 7(2)-(5), 8(2)-(5)). Exemptions may be time‑limited and conditional.

4. Prescribed infringement offences. The Regulations identify particular provisions of the Co‑operatives National Law that are to be treated as infringement offences for the purposes of section 27 of the Act and attach fixed monetary penalties set out in Schedule 1 (reg 19). The schedule lists specific sections and dollar amounts (for example $500 for s 116, $625 for s 289(1), and $250 for s 293(1)).

5. Specific dollar caps for allowances and expenses. Regulation 10 prescribes the rates and caps for allowance for attendance by an "involved person" summoned under s 522(4) of the Co‑operatives National Law. It does not express those amounts in fee units: it prescribes $133 per hour (or actual lost wages if higher but capped at $805/day), 18 cents per kilometre for travel, and a $214.95 per night cap for meal and accommodation when required to be absent overnight (reg 10).

6. Model rules modifications for government‑guaranteed co‑operatives. Schedule 2 prescribes a set of textual modifications to the model rules which will apply where a co‑operative is supported by a state guarantee under Division 6 of Part 3 of the (repealed but preserved) Co‑operatives Act 1996 (reg 20 and Schedule 2). Changes include limiting objects to community, educational and benevolent purposes; restricting membership and capital arrangements; removing the power to fine members; providing that shares do not carry votes; and restricting calls on unpaid share amounts while the guaranteed loan is outstanding, subject to Registrar consent.

7. Transfer routes. Regulation 9 lists the enactments to which a co‑operative may apply for transfer of incorporation (Associations Incorporation Reform Act 2012; Corporations (Aboriginal and Torres Strait Islander) Act 2006; or Commonwealth legislation providing for incorporation of building societies, credit unions or friendly societies).

8. Procedural minima. Exemption applications must be in writing and made within a "reasonable time" before the event for which the exemption is sought (reg 11). Many statutory lodgements and applications must be accompanied by the prescribed application or document fee from the tables (regs 13-14).

Together, these concepts convert general powers in the Co‑operatives National Law into specific administrative, monetary and procedural settings for co‑operatives operating in Victoria.

The Regulations affect a discrete set of actors who interact with the Registrar or which are subject to the Co‑operatives National Law as applied in Victoria.

1. Co‑operatives and their members. All co‑operatives registered under the Co‑operatives National Law (Victoria) will be affected by the fee schedule (regs 12-14), by the prescribed infringement offences (reg 19 and Schedule 1), and,if the co‑operative is supported by a government guarantee,by the model rule modifications in Schedule 2. Where a co‑operative seeks rule amendments, registration-related documents, special resolutions or authorisations (for example for share offers, mergers, transfers of engagements, compulsory loans), the applicable application and document fees in regs 12-14 will apply. The Regulations therefore affect ordinary corporate administration costs, disclosure obligations, and options for capital raising.

2. Corporations and persons seeking to use the word "co‑operative" or equivalents in their name. Regulations 7-8 directly affect companies, friendly societies and other corporations which either currently use or seek to use the word "co‑operative", "co‑op" or similar words. Classes of corporations are carved out as automatically exempt (regs 7(1)(a)-(d) and 8(1)(a)-(d)), while others must apply for an exemption and pay the application fee of 19.5 fee units (regs 7(3), 8(3)). The Registrar may attach conditions, limit the exemption’s duration, vary conditions or revoke the exemption (regs 7(4)-(5), 8(4)-(5)).

3. Applicants for transfer of incorporation. A co‑operative wishing to transfer its incorporation is affected by reg 9 which prescribes specific regimes to which transfer is permitted, including the Associations Incorporation Reform Act 2012 and the Corporations (Aboriginal and Torres Strait Islander) Act 2006.

4. Individuals summoned to give evidence or attend examinations. Regulation 10 prescribes the allowances payable to "involved persons" who attend examinations under s 522(4) of the Co‑operatives National Law, and prescribes the travel, meal and accommodation expenses recoverable subject to caps. The prescribed rates and caps limit recovery amounts and will affect whether persons attend or contest attendance on grounds of compensation sufficiency.

5. Sponsors and issuers of debentures and those applying under Chapter 6D. The Regulations require a fee of 171.2 fee units for lodgement of disclosure documents for an issue of debentures that must be lodged with the Registrar under sections 718, 719 or 719A of the Corporations Act, as applied by section 337 of the Co‑operatives National Law (reg 16). Separately, a co‑operative may apply for an exemption or a declaration modifying the application of Chapter 6D, with an application fee of 84 fee units (reg 15).

6. Anyone lodging documents with, or making applications to, the Registrar. The tables in regs 12-14 enumerate many routine filings,registration of proposed co‑operatives, issue of duplicate certificates, inspection of registers, obtaining certified copies, lodgement of annual returns, submissions of draft disclosure statements and large co‑operative reports. Each of these actors will be required to pay the prescribed fee where the applicable statutory provision is invoked.

7. Government (Treasurer and the Registrar). The Treasurer’s role is indirect: the Monetary Units Act 2004 vests in the Treasurer the power to set the fee‑unit value for each financial year (Endnotes). The Registrar has the active administrative role of granting/denying and conditioning exemptions, varying or revoking exemptions, and deciding fee waivers or refunds (regs 7, 8, 11, 18).

Who pays: applicants, co‑operatives and their members pay the specified fees and bear the cost of compliance and any infringement penalties. Who decides: the Registrar makes substantive administrative choices under the Regulations, with the Treasurer setting fee‑unit values that determine dollar amounts. Behaviour changes expected: applicants are likely to factor prescribed filing and application fees into transaction costs; co‑operatives with or seeking government guarantees must adopt the rule modifications in Schedule 2; applicants for name exemptions must either fit an enumerated class or pay and apply to the Registrar and accept conditions.

The Regulations do not create broad new duties of conduct in the way a primary Act does, but they create concrete duties and procedural rights by fixing how existing duties in the Co‑operatives National Law are to be carried out, and by attaching fees and procedural steps.

Key duties (mechanical obligations imposed or clarified by the Regulations)

• Pay prescribed fees and lodge documents. Many applications and lodgements under the Co‑operatives National Law must be accompanied by the fee specified in regs 12-14. For example, an application to register a proposed co‑operative under s 26(1)(b)(ii) requires 2.2 fee units (reg 12, Table, item 1), and the lodgement of an annual report by a large co‑operative under s 289 attracts 19.5 fee units as a document fee (reg 14, item 5). The co‑operative is obliged to pay those fees when making the relevant filing.

• Seek and comply with exemptions. Corporations or persons wishing to use the words "co‑operative" or "co‑op" contrary to the general prohibitions (s 220(4), s 225(1) of the Co‑operatives National Law) must either fit within the listed classes (regs 7(1), 8(1)) or apply to the Registrar for an exemption (regs 7(2), 8(2)), accompanied by an application fee of 19.5 fee units (regs 7(3), 8(3)). Exemptions can be conditional and time‑limited; recipients must comply with any conditions (regs 7(4), 8(4)).

• Make written and timely exemption applications. Regulation 11 requires that applications for exemptions under s 621 of the Co‑operatives National Law be made in writing and within a "reasonable time" before the event in respect of which the exemption is sought (reg 11). This imposes a procedural duty on applicants to anticipate timing and to provide written material.

• Observe model rule modifications for government guarantee co‑operatives. Where a co‑operative is a "government guarantee co‑operative" (per reg 20 note and the continued effect of Division 6 of Part 3 of the Co‑operatives Act 1996), the model rules are modified as set out in Schedule 2. That imposes duties on the co‑operative: restrict objects to specified community purposes (Schedule 2 item 1, new rules 3A-3B); limit primary activities to underwriting or providing security for State‑guaranteed loans (Schedule 2 item 2); membership restrictions (item 3); prohibition on enforcing fines under s 126 (item 5); capital and share limits and non‑voting shares (item 6); and a prohibition on making calls on unpaid share amounts while the guaranteed loan remains outstanding except with Registrar consent (item 7).

• Provide accurate and timely registers and documents. The fee schedule includes fees for inspection and obtaining extracts and certified copies (reg 12 items 5-9). This presumes the ongoing duty to maintain registers and documents as required by the Co‑operatives National Law; the Regulations fix the administrative charge for accessing those materials.

Key rights (procedural rights and discretions that moderate duties)

• Registrar discretion to waive, reduce or refund fees. Regulation 18 gives the Registrar the power to waive, reduce or refund fees "if, in the opinion of the Registrar, there are special circumstances that apply." That is a discretionary right available to applicants, contingent on the Registrar's opinion and subject to administrative law constraints.

• Ability to apply for exemptions and variations. Corporations and persons have the right to apply for exemptions from name and use restrictions (regs 7-8), and co‑operatives may apply for a variety of statutory exemptions, approvals and declarations as set out in the application fee table (reg 13). The Regulations thereby instantiate procedural access to administrative relief.

• Right to transfer incorporation to specified regimes. Regulation 9 gives co‑operatives a statutory route to apply to become registered, incorporated or otherwise established under specified alternative Acts. That creates a right to pursue transfer, subject to the requirements of the destination law and any applicable approval processes.

• Right to claim prescribed allowances and expenses. An "involved person" attending an examination has a right to the prescribed allowances and expenses in reg 10 (hourly rates, daily caps, travel and accommodation caps).

• Right to be informed of fees in fee units, with the Treasurer setting the annual monetary conversion. The use of fee units provides predictability in fee quantum as a function of a published unit value (Endnotes).

These duties and rights are procedural and financial: they do not themselves change underlying liabilities or substantive corporate governance duties under the primary Co‑operatives National Law, but they change the cost, timing and conditionality of exercising those rights or complying with those duties.

The Regulations identify particular offences in the Co‑operatives National Law that are prescribed as infringement offences and attach fixed monetary sanctions to them (reg 19 and Schedule 1). The enforcement mechanism is therefore an administrative infringement‑notice regime for the listed provisions, with set monetary penalties.

What the Regulations do, specifically

• Prescribe certain offences as infringement offences for the purposes of section 27(1) of the Act (reg 19(1)). That converts those offences from being prosecuted only by way of prosecution to being available for resolution through an infringement notice process (the precise mechanics derive from the Act’s section 27 framework, as referenced in reg 19).

• Prescribe the monetary amount of the infringement penalty for each specified offence (reg 19(2) and Schedule 1). Schedule 1 lists the provisions and the associated penalty amounts in dollars. Examples include: s 116 , $500; s 120(2) , $500; s 212(1) , $500; s 243(1) , $500; s 265(2) , $625; s 289(1) , $625; s 290(1) , $625; s 293(1) , $250 (Schedule 1, columns 2-3).

• The Regulations do not themselves change the underlying criminal or civil law elements of the named sections; instead they determine that those breaches may be treated as infringement offences for purposes of section 27 of the Act and set the fixed penalty amounts.

Enforcement interfaces and institutional actors

• The primary enforcement instrument is the infringement penalty specified in Schedule 1, which the Registrar (or other authorised enforcement officer under the Act) will deploy under the Act’s infringement notice machinery. The Regulations affiliate the named Co‑operatives National Law provisions with the infringement regime.

• The Registrar retains discretion over fee waivers and refunds (reg 18) but the Regulations do not grant the Registrar discretion to vary prescribed infringement penalty amounts; those are fixed in Schedule 1.

Implementation and practical enforcement considerations

• The list in Schedule 1 is limited and selective. Only the listed sections are prescribed as infringement offences; other breaches of the Co‑operatives National Law remain outside the infringement scheme and will follow the regulatory or prosecutorial path provided in the primary law.

• The quantum of the infringement penalties is low to moderate. Many are $500; several are $625, and one is $250. The levels will affect enforcement choices,authorities decide whether to issue infringement notices or prosecute under full penalty regimes depending on the breach, its gravity, and available enforcement resources. The Regulations set the monetary ceiling for administrative enforcement in the specified cases.

• For offences that attract prescribed infringement penalties under Schedule 1, the immediate cost to the offender is the fixed dollar amount; the Regulations do not specify further consequences (such as demerit points or disqualification) in the Schedule. Any additional sanctions would have to derive from the underlying Co‑operatives National Law provisions or other applicable law.

In sum, the Regulations operationalise administrative enforcement for a limited set of contraventions by prescribing those contraventions as infringement offences and fixing the monetary penalties payable.

The Regulations sit as subordinate instruments under the Co‑operatives National Law Application Act 2013, made under section 28 of that Act (reg 2). They interact with the primary Co‑operatives National Law (Victoria), the Co‑operatives National Regulations (Victoria), the Monetary Units Act 2004, and a number of Commonwealth statutes referenced in the exemptions. The interactions are both referential and prescriptive.

1. Relationship with the Co‑operatives National Law and Regulations. The Regulations explicitly prescribe matters for the purposes of the Co‑operatives National Law and the Co‑operatives National Regulations (reg 1). They supply fee particulars, prescribe infringement offences for particular sections of the Co‑operatives National Law (reg 19 and Schedule 1), and modify the model rules for a class of co‑operatives by reference to the model rules in Schedule 7 of the Co‑operatives National Regulations (reg 20 and Schedule 2). For example, reg 20 cross‑references Schedule 7 to the Co‑operatives National Regulations and prescribes specific textual modifications (Schedule 2) to apply where a government guarantee exists.

2. Monetary Units Act 2004. The Regulations express most fees in fee units. The Endnotes state that "These Regulations provide for fees by reference to fee units within the meaning of the Monetary Units Act 2004" and that the value of a fee unit for 2023-24 is $15.90, with the Treasurer fixing the value for future years under s 5 of that Act (Endnotes). The Regulations therefore work in tandem with the Monetary Units Act so that dollar amounts change with the annual fee‑unit updates.

3. Commonwealth Acts relevant to exemptions. Regulations 7 and 8 carve out classes of corporations exempted from the "co‑operative" name restrictions by cross‑reference to Commonwealth legislation: the Banking Act 1959 (s 66) (companies permitted to use "building society", "credit union" or "credit society"), and the Life Insurance Act 1995 (friendly society definition) (regs 7(1)(a)-(b), 8(1)(a)-(b)). They also preserve prior incorporations under legislation enacted before the Co‑operation Act 1953 (regs 7(1)(c), 8(1)(c)). Those cross‑references create an interlocking regime where Commonwealth regulatory designations affect eligibility under the Victorian co‑operative naming rules.

4. Corporations Act 2001 (Chapter 6D) interactions. Regulations 15-16 address interaction with Chapter 6D of the Corporations Act, as applied by section 337 of the Co‑operatives National Law. Reg 15 allows co‑operatives to apply to the Registrar for exemptions from or modified application of Chapter 6D, with an application fee of 84 fee units. Reg 16 prescribes a lodgement fee of 171.2 fee units for disclosure documents required under ss 718, 719 or 719A of the Corporations Act as applied by the Co‑operatives National Law. These provisions make the Registrar the gatekeeper for securities‑type regulatory relief for co‑operatives and align certain disclosure lodgements with the Corporations Act framework.

5. Co‑operatives Act 1996 (Division 6 of Part 3) and its continued operation. Reg 20 notes that section 28A of the Act provides model rules for co‑operatives with government guarantees under Division 6 of Part 3 of the Co‑operatives Act 1996, and that section 37 of the Act preserves Division 6 of Part 3 of the Co‑operatives Act 1996 after repeal. Schedule 2 therefore operates alongside, and is triggered by, the continued operation of that Division, integrating legacy State guarantee arrangements into the National Law framework.

6. Subordinate Legislation Act 1994 (sunset). The Endnotes record that the Regulations will sunset 10 years after making under s 5 of the Subordinate Legislation Act 1994 (Endnotes). This places a temporal interaction with the Subordinate Legislation Act’s review and repeal mechanisms.

7. Administrative law. The Registrar’s discretion to vary, condition or revoke exemptions, and to waive or refund fees under reg 18, is exercisable in a framework of administrative law (not specified in the Regulations but implied by the nature of executive decision‑making). The Regulations do not set appeal routes; appeal or review pathways will derive from the Act or general administrative law principles,those are not expressly amended in these Regulations.

Practical implications of these interactions

• Fee volatility and predictability. Because the fee amount depends on the Treasurer’s announced fee‑unit value each year, the actual dollar burden for regulated parties can change annually without amendment to these Regulations. The Regulations provide the fee‑unit quantum but not the annual dollar conversion; practitioners must check the currently published fee‑unit value (Endnotes).

• Cross‑jurisdictional regulatory consequences. Entities entitled under Commonwealth statutes to particular nomenclature or forms may be treated differently under the National Law naming rules. The Regulations bridge the Commonwealth designations and the National Law naming rules by listing those Commonwealth categories as exempt classes (regs 7-8).

• Securities and capital raising. Where co‑operatives interact with Chapter 6D of the Corporations Act (debenture issuance or disclosure obligations), the Regulations make the Registrar the authorising authority for certain exemptions and fix material lodgement fees (regs 15-16). That centralises some securities‑related administrative decisions in the Registrar and imposes discrete monetary costs for disclosure lodgement.

The Regulations are a new instrument dated 13 February 2024 and commenced 17 February 2024 (reg 3 and Endnotes). The instrument expressly revokes the earlier Co‑operatives National Law (Victoria) Local Regulations 2014 (reg 4). The Endnotes (Table of Amendments) record that there are no amendments made to these 2024 Regulations by subsequent statutory rules, subordinate instruments or Acts as at the version date (Endnotes, Table of Amendments). The Regulations will sunset ten years after the day of making , on 13 February 2034 , under the Subordinate Legislation Act 1994 (Endnotes).

Key dates and continuity

• Made by Governor in Council: 13 February 2024 (Endnotes). This is the date of making recorded in the Endnotes.

• Commencement: 17 February 2024 (reg 3; Endnotes note they came into operation on 17 February 2024).

• Revocation of prior instrument: the 2014 local regulations are revoked by reg 4. The Endnotes identify the previous instrument as S.R. No. 3/2014.

• Sunset: 13 February 2034 (Endnotes), meaning unless earlier remade or amended, these Regulations will expire ten years after making.

Implications for transitional arrangements

• The Regulations do not themselves contain transitional savings clauses in the text provided. The instrument revokes the 2014 Regulations (reg 4), and practitioners will need to check whether transitional arrangements (if any) are provided elsewhere (for example in the primary Act or in separate instruments). The source text does not state transitional provisions beyond the revocation.

• For fee unit conversions, the Endnotes provide the fee‑unit value for the 2023-24 financial year ($15.90) and the mechanism by which future values will be set (Monetary Units Act 2004). Where a filing straddles the change in fee‑unit value, practitioners should check the Treasurer’s published fee unit for the relevant financial year (Endnotes).

No amendment history beyond the replacement of the 2014 instrument is recorded in the source. The Regulations are therefore operationally fresh and in force from 17 February 2024, with the detailed fee and penalty schedules to be acted on directly.

The Regulations themselves do not record any litigation, and the Endnotes indicate there are no amendments recorded or prior judicial pronouncements noted in the instrument. The source text contains no case names and no references to judicial review decisions or precedent related to these Regulations.

What the source does record

• It identifies the prior local regulations (Co‑operatives National Law (Victoria) Local Regulations 2014, S.R. No. 3/2014) which are revoked (reg 4), but it does not record any litigation relating to those prior regulations (reg 4 and Endnotes). There is no statement of any challenge to the 2014 instrument in this text.

• The Endnotes explicitly provide guidance on interpretation, style changes and the operation of fee units, but do not contain any account of litigation or judicial interpretation (Endnotes).

Consequences for practice

• Because the instrument is new and the source includes no litigation history, there is presently no recorded body of jurisprudence interpreting the specific drafting choices in these Regulations (for example what constitutes a "reasonable time" for exemption applications under reg 11, how the Registrar's "opinion" will be reviewed under reg 18, or what "likely to mislead" means for unsuitable names in reg 6). Those are matters that, if litigated, would be decided against the statutory text and applicable administrative law principles.

• Practitioners should therefore treat the Regulations as operative administrative rules whose finer interpretive boundaries are yet to be clarified by decision‑makers or courts. Administrative review pathways and judicial review remain possible in the usual channels, but the source text does not describe appeal or merits review mechanisms specific to these Regulations.

• Where uncertainty exists (for example around the application of "reasonable time", the Registrar’s threshold for "special circumstances", or the practical operation of Schedule 2 modifications), anticipate that guidance will come from Registrar directions, practice notes, or future litigation. Until then, compliance strategy should assume the plain text will govern administrative decision‑making.

In short, the Regulations contain no recorded litigation history in the source provided. Practitioners must therefore rely on the statutory text and monitor Registrar practice and any emerging case law.

This section flags particular provisions, drafting choices and operational details in the Regulations that pose implementation, compliance or interpretation risks. Each "gotcha" is grounded in the text.

1. Fee units determine dollar amounts and can change annually. Many fees are expressed in fee units (regs 12-14, reg 15-17). The Endnotes state the 2023-24 fee‑unit value is $15.90 and that the Treasurer fixes future values under the Monetary Units Act 2004 (Endnotes). That means an application fee quoted as 19.5 fee units will cost approximately 19.5 × $15.90 = $310.05 in 2023-24, but that dollar amount can change each financial year. Practitioners must check the current fee‑unit value before lodging. The Regulations do not freeze dollar figures.

2. Registrar discretion is broad and sometimes unstructured. The Registrar may grant exemptions, attach conditions, vary conditions and revoke exemptions (regs 7(2)-(5), 8(2)-(5)). The Registrar may also waive, reduce or refund fees upon opinion of "special circumstances" (reg 18). The text does not set objective criteria for "special circumstances", nor does it define the standard for varying/exercising conditions. That creates uncertainty about the threshold for relief and increases the value of pre‑application engagement with the Registrar.

3. Ambiguity in "reasonable time" for exemption applications. Regulation 11(1)(b) requires that an exemption application be made "within a reasonable time before the event or the occurrence of the matter for which the exemption is sought." The phrase "reasonable time" is inherently fact‑specific and undefined, which can produce disputes over timeliness and procedural compliance. Applicants should allow conservative lead time and document reasons for any late application.

4. Fixed, non‑indexed dollar caps in reg 10. Allowances and certain expense caps for involved persons are specified in plain dollars ($133/hour up to $805/day; 18 cents/km; $214.95/night) (reg 10). Those dollar figures are not linked to fee units and may become outdated. For example, the $133 per hour threshold for "actual lost wages" to be payable instead of the flat rate is a fixed figure. That may affect the willingness of higher‑paid witnesses to attend and create disputes if the rates do not reflect market compensation.

5. High fees for some capital‑raising related filings. Certain application and lodgement fees are substantial in fee‑unit terms. For example, approval of share offers under s 374(1)(b) is 171.2 fee units (reg 13, item 23), which at $15.90 per fee unit equals approximately $2,722.08 in 2023-24. Similarly, lodgement of disclosure documents for an issue of debentures under Chapter 6D is 171.2 fee units (reg 16). These are material costs for small co‑operatives considering capital‑raising and should be factored into transaction budgets.

6. Model rule changes for government‑guarantee co‑operatives impose structural constraints. Schedule 2: (a) restricts objects to community, charitable and educational purposes and expressly prohibits acting beyond those objects (Schedule 2 item 1, new rules 3A and 3B); (b) removes the power to fine members (Schedule 2 item 5); (c) converts shares into non‑voting shares while votes are attached to membership (item 6); (d) limits shareholding caps and minimum share holdings; and (e) requires Registrar consent before making calls on unpaid share amounts while the guaranteed loan is outstanding (item 7). These modifications materially change capital structure, member rights and governance incentives for co‑operatives that seek State guarantees.

7. The Regulations revoke the 2014 instrument but contain no explicit transitional text in the source. Reg 4 revokes the 2014 Regulations. The source does not set out transitional arrangements in this instrument; practitioners should check other instruments or guidance for carry‑over provisions affecting ongoing matters commenced under the 2014 instrument.

8. Selective use of infringement penalties. Only particular provisions of the Co‑operatives National Law are prescribed as infringement offences (reg 19 and Schedule 1). A breach of a section not listed in Schedule 1 will not be amenable to the infringement penalty amounts set out here; it could instead be prosecuted under different sanctioning regimes. That can create inconsistency in enforcement approaches across different kinds of contraventions.

9. Registrar is gatekeeper for Chapter 6D relief. Applications for exemption or modification of Chapter 6D application to a co‑operative must be made to the Registrar (reg 15) and accompanied by a substantial fee (84 fee units). That centralises discretion about securities‑type relief with the Registrar and may require tailored submissions and evidence.

10. Rounding rules may affect payable amounts. The Endnotes state that the fee calculation may be rounded to the nearest 10 cents (Endnotes under Fee Units). That small rounding rule can affect fee invoices in aggregate, and practitioners should check final payable figures on the Registrar’s invoice.

These "gotchas" reflect implementation, cost and interpretative risks introduced by the Regulations. They indicate points where advance planning, budgeting and early engagement with the Registrar will reduce the risk of adverse surprise.

This section sets out practical, source‑grounded steps and checklists for applicants, co‑operatives and advisers dealing with the 2024 Regulations. It states exact regulatory triggers and the concrete actions the Regulations require.

1. Confirm current fee‑unit value before payment. Almost all filing and application fees are expressed in fee units (regs 12-14, reg 15-17). The Endnotes record the fee‑unit value for 2023-24 is $15.90 and that the Treasurer fixes the value for future years under the Monetary Units Act 2004 (Endnotes). Before lodging any application or paying a fee, check the current fee‑unit value published by the Treasurer and use the Monetary Units Act s 7 multiplication rule; the Endnotes note rounding to the nearest 10 cents. Maintain documentation of the fee calculation to match filing receipts.

2. Budget for substantial fees on certain transactions. Notable fees in 2023-24 terms include:

   • 171.2 fee units for approval of share offers under s 374(1)(b) or lodgement of debenture disclosure documents under Chapter 6D (regs 13 item 23; reg 16). At $15.90 per fee unit this is approx $2,722.08.
   • 84 fee units for applications to exempt or modify application of Chapter 6D (reg 15), approx $1,335.60.
   • 19.5 fee units (a common recurring fee) for many exemption and approval applications (regs 7(3), 8(3), and many items in reg 13), approx $310.05.

   Include these amounts in transaction budgets and advise boards or members of expected government charges early.

3. Use the correct application route and pay the required application fee. The application fee tables (reg 13) tie specific applications under named sections of the Co‑operatives National Law to an application fee. Ensure the application form or letter references the correct Co‑operatives National Law section (for example, s 343(10) application for exemption from compulsory loans attracts 19.5 fee units , reg 13, item 18) and attach the prescribed application fee. For document lodgements, consult reg 14 table for the required document fee (for example, submission of a draft formation disclosure statement before formation meeting , 19.5 fee units , reg 14, item 2).

4. Prepare exemption applications in writing and allow reasonable lead time. Regulation 11 requires exemption applications to be in writing and submitted within a "reasonable time" before the event or occurrence for which the exemption is sought (reg 11). To reduce risk of the application being refused as untimely:

   • Provide a written application clearly identifying the statutory provision from which relief is sought and the event requiring relief.
   • Provide factual justification and supporting documents demonstrating why the exemption is necessary.
   • Apply well in advance of the event, particularly where a hearing, meeting or public notification is required.

5. If applying for name or use exemptions, check automatic classes first. Regulations 7(1) and 8(1) list classes automatically exempted from the "co‑operative" name and use prohibitions (e.g. companies permitted by s 66 of the Banking Act 1959 to use "credit union", friendly societies under Life Insurance Act 1995, companies formed pre‑Co‑operation Act 1953). If the entity fits one of those descriptions, an application may not be needed; however, where there is doubt, a written application to the Registrar accompanied by the 19.5 fee units (reg 7(3), 8(3)) and documentation is prudent.

6. For examinations, advise involved persons of entitlement and caps. Regulation 10 prescribes rates and caps for persons summoned to attend examinations under s 522(4): either reimbursement of actual lost wages up to $805/day if the person’s wages exceed $133/hour, or $133/hour up to $805/day for others; travel at 18 cents/km; and meal and accommodation expenses capped at $214.95/night (reg 10). When issuing notices to attend:

   • Advise attendees of the prescribed allowance and expense entitlements per reg 10.
   • Keep records of travel distances, receipts for accommodation and meals where overnight absence is required to substantiate claims (reg 10(2)(a)-(b)).

7. For government‑guaranteed co‑operatives, adopt Schedule 2 rule text and seek Registrar directions. If the co‑operative is subject to a State guarantee under Division 6 of Part 3 of the Co‑operatives Act 1996, Schedule 2 prescribes specific model rule modifications which will apply (reg 20 and Schedule 2). Compliance steps:

   • Review and, where necessary, adopt the modified rules (new rules 3A, 3B; modified rules on powers, membership, capital and voting).
   • Note the prohibition on exercising fines under s 126 per Schedule 2 item 5 and ensure rulebooks and enforcement practices are aligned.
   • Remember that the co‑operative must not make calls on unpaid share amounts while any part of the guaranteed loan is outstanding except with the Registrar’s consent (Schedule 2 item 7). Seek consent from the Registrar before making calls.

8. Maintain registers and provide access while accounting for document fees. Inspection, extract and certified copy fees are prescribed in reg 12 (items 5-9). Keep accurate registers and be prepared to accept administrative fees for providing extracts or certified copies. Remember different fees for first page versus subsequent pages and the maxima set out in reg 12(8)-(9).

9. Consider seeking a fee waiver where special circumstances exist. The Registrar has discretion to waive, reduce or refund fees "if, in the opinion of the Registrar, there are special circumstances" (reg 18). If a fee would be punitive or where a public interest or hardship argument exists, prepare a written submission detailing the special circumstances and evidence to support it, and be prepared to pursue administrative review if necessary.

10. Avoid the infringement list contraventions. The Regulations fix low to moderate infringement penalties for listed sections in Schedule 1 (reg 19). Check whether any routine operational conduct could attract those specific breaches (for example, obligations under s 116 or s 212(1)) and put internal compliance checks in place to avoid $500-$625 administrative fines.

11. For Chapter 6D engagements, plan for Registrar scrutiny and lodgement fees. If proposing debenture issues or other Chapter 6D matters as applied, budget for the large lodgement fee (171.2 fee units , reg 16) and prepare disclosure materials that will satisfy both Corporations Act Chapter 6D requirements and the standards expected by the Registrar when acting under the Co‑operatives National Law (reg 15-16).

12. Document all interactions and fee payments. Because of Registrar discretion and potential future review, preserve copies of applications, proofs of payment, written evidence of "reasonable time" for exemption applications, and any submissions made under reg 18 for fee waivers.

Following these compliance steps will align activity with the procedural and financial mechanics established by the Regulations and reduce the risk of preventable enforcement or administrative refusal.