Co-operatives (National Uniform Legislation) Act 2015

262 Questions by members of auditors at annual general meeting (cf Corporations Act s 250T) ........................................................ 161

Co-operatives (National Uniform Legislation) Act 2015 xiii Part 3.3 Financial reports and audit Division 1 Preliminary 263 Interpretation ............................................................................... 163 264 General modifications to applied provisions of Chapter 2M of Corporations Act .......................................................................... 164 Division 2 Financial records 265 Obligation to keep financial records (cf Corporations Act s 286) .......................................................................................... 165 266 Language requirements (cf Corporations Act s 287) ................... 165 267 Physical format (cf Corporations Act s 288)................................. 165 268 Place where records are kept (cf Corporations Act s 289) .......... 166 269 Director access (cf Corporations Act s 290) ................................ 166 Division 3 Annual financial reports and directors' reports 270 Who has to prepare annual financial reports and directors' reports ......................................................................................... 167 271 Small co-operative – direction by members (cf Corporations Act s 293 and s 315 (2)) .............................................................. 168 272 Small co-operative – direction by Registrar (cf Corporations Act s 294) .................................................................................... 169 Division 4 Annual financial reports 273 Contents of annual financial report (cf Corporations Act s 295)... 170 274 Compliance with accounting standards and regulations (cf Corporations Act s 296) .......................................................... 171 275 True and fair view (cf Corporations Act s 297)............................. 171 276 Audit of annual financial report .................................................... 172 277 Application of Corporations Act – co-operatives with quoted securities – declaration about financial statements by certain officers ......................................................................................... 173 Division 5 Annual directors' reports 278 Annual directors' report (cf Corporations Act s 298) .................... 173 279 Annual directors' report – general information (cf Corporations Act s 299) .................................................................................... 174 280 Annual directors' report – specific information ............................. 175 281 Application of Corporations Act – co-operatives with quoted securities – additional information to be provided in directors' annual report ............................................................................... 180

Co-operatives (National Uniform Legislation) Act 2015 xiv

Division 6 Half-year financial report and directors' report

282 Application of Corporations Act – co-operatives that are disclosing entities – half-year financial reports and directors' reports ......................................................................................... 180 Division 7 Audit and auditor's report 283 Application of Corporations Act – audit and auditor's report ........ 180 Division 8 Annual financial reporting to members 284 Annual financial reporting to members ........................................ 181 285 Deadline for reporting to members .............................................. 184 286 Member's choices for annual financial information ...................... 185 287 Consideration of reports at annual general meeting (cf Corporations Act s 317) .......................................................... 186 288 Application of Corporations Act – additional reporting by debenture issuers ........................................................................ 186 Division 9 Lodging reports and returns with Registrar 289 Lodgment of annual reports by large co-operatives with Registrar (cf Corporations Act s 319) .......................................... 187 290 Lodgment of half-year reports with Registrar (cf Corporations Act s 320) .................................................................................... 187 291 Registrar's power to require lodgment (cf Corporations Act s 321) .......................................................................................... 187 292 Relodgment if financial statements or directors' reports amended after lodgment (cf Corporations Act s 322) .................. 188 293 Lodgment by small co-operatives of annual returns with Registrar ...................................................................................... 188 Division 10 Special provisions about consolidated financial statements 294 Application of Corporations Act – special provisions about consolidated statements .............................................................. 189 Division 11 Financial years and half-years 295 Financial year (cf Corporations Act s 323D) ................................ 189 296 Half-year (cf Corporations Act s 323D (5))................................... 189 Division12 Auditors Subdivision 1 General provisions relating to auditors 297 Application of Corporations Act – auditors ................................... 190

Co-operatives (National Uniform Legislation) Act 2015 xv Subdivision 2 Appointment of auditors 298 Appointment of auditor of small co-operative (cf Corporations Act s 325) .................................................................................... 190 299 Initial appointment of auditor of large co-operative (cf Corporations Act s 327A)........................................................ 190 300 Annual appointment at annual general meeting of auditor of large co-operative to fill vacancy ................................................. 191 301 Appointment by directors or annual general meeting of auditor of large co-operative to fill casual vacancy (cf Corporations Act s 327C) .................................................................................. 194 302 Appointment to replace auditor removed from office (cf Corporations Act s 327D) ....................................................... 194 303 Registrar to be notified of appointment of auditor ........................ 195 304 Registrar may appoint auditor if auditor removed but not replaced (cf Corporations Act s 327E) ......................................... 195 305 Registrar's general power to appoint auditor of large co-operative (cf Corporations Act s 327F) ................................... 196 306 Restrictions on Registrar's powers to appoint auditor of large co-operative (cf Corporations Act s 327G) .................................. 197 307 Remaining auditors may act during vacancy (cf Corporations Act s 327I) ................................................................................... 197 308 Nomination of auditor (cf Corporations Act s 328B)..................... 197 309 Auditor's consent to appointment (cf Corporations Act s 328A)... 198 Subdivision 3 Removal and resignation of auditors 310 Removal and resignation of auditors (cf Corporations Act s 329) .......................................................................................... 199 311 Effect of winding up on office of auditor (cf Corporations Act s 330) .......................................................................................... 201 Subdivision 4 Auditors' fees and expenses 312 Fees and expenses of auditors (cf Corporations Act s 331) ........ 202 Subdivision 5 Protection of auditors 313 Protection of auditors ................................................................... 202 Division 13 Accounting and auditing standards 314 Accounting and auditing standards.............................................. 203 315 Interpretation of accounting and auditing standards (cf Corporations Act s 337) .......................................................... 203

Co-operatives (National Uniform Legislation) Act 2015 xvi Division 14 Exemptions and modifications 316 Exemptions – individual co-operatives (cf Corporations Act s 340) .......................................................................................... 204 317 Exemptions – classes of co-operatives (cf Corporations Act s 341) .......................................................................................... 205 318 Exemptions – criteria for exemptions for individual co-operatives or classes of co-operatives (cf Corporations Act s 342) .......................................................................................... 206

319 Exemptions – non-auditor members and former members of audit firms, and former employees of audit companies (cf Corporations Act s 342AA) ..................................................... 207 320 Exemptions – classes of non-auditor members etc. (cf Corporations Act s 342AB) ..................................................... 208 321 Exemptions – criteria for exemptions for non-auditor members etc. (cf Corporations Act s 342AC) .............................................. 208 322 Exemptions from National Regulations........................................ 209 323 Registrar's power to modify the operation of section 324DA of Corporations Act (cf Corporations Act s 342A) ............................ 209 324 Auditor to notify co-operative of declaration (cf Corporations Act s 342B) .................................................................................. 211 325 Modification by National Regulations (cf Corporations Act s 343) .......................................................................................... 211 326 Amendment, suspension or revocation of exemption .................. 211 Division 15 Miscellaneous 327 Disclosure by directors ................................................................ 212 328 Contravention by directors of provisions of this Part (cf Corporations Act s 344) .......................................................... 212 329 Submission of financial reports to Financial Reporting Panel ...... 212 330 Notification of ASIC by Registrar of certain matters relating to auditor independence .................................................................. 213 Part 3.4 Funds and property Division 1 Power to raise money 331 Meaning of obtaining of financial accommodation ....................... 213 332 Fundraising to be in accordance with National Regulations ........ 213 333 Limits on deposit taking ............................................................... 213 334 Members and other persons not required to see to application of money ...................................................................................... 214 335 Registrar's directions about obtaining financial accommodation ........................................................................... 214 336 Subordinated debt ....................................................................... 214 337 Application of Corporations Act – issues of debentures .............. 215 338 Disclosure statement ................................................................... 216 339 Restrictions on advertising and publicity ...................................... 217

Co-operatives (National Uniform Legislation) Act 2015 xvii 340 Application money to be held on trust (cf Corporations Act s 722) .................................................................................... 218 341 Approval of board for transfer of debentures ............................... 218 342 Application of Corporations Act – reissue of redeemed debentures ................................................................................... 218 343 Compulsory loan by member to co-operative .............................. 219 344 Interest payable on compulsory loan ........................................... 220 Division 2 Co-operative capital units (CCUs) 345 General nature of CCU ................................................................ 221 346 Priority of CCUs on winding up .................................................... 222 347 Financial accommodation provisions apply to issue of CCUs...... 222 348 CCUs can be issued to non-members ......................................... 222 349 Minimum requirements for rules concerning CCUs ..................... 222 350 CCUs not to be issued unless terms of issue approved by Registrar ...................................................................................... 223 351 Directors' duties concerning CCUs .............................................. 224 352 Redemption of CCUs ................................................................... 224 353 Capital redemption reserve.......................................................... 224 354 Issue of shares in substitution for redemption ............................. 225 Division 3 Disposal of surplus from activities 355 Retention of surplus for benefit of co-operative ........................... 225 356 Application for charitable purposes or approved activities ........... 225 357 Distribution of surplus or reserves to members ........................... 226 358 Application of surplus to other persons........................................ 227 Division 4 Acquisition and disposal of assets 359 Acquisition and disposal of assets ............................................... 227 Part 3.5 Restrictions on acquisition of interests in Division 1 Restrictions on share and voting interests 360 Notice required to be given of voting interest............................... 229 361 Notice required to be given of substantial share interest ............. 229 362 Requirements for notices ............................................................. 230 363 Maximum permissible level of share interest ............................... 230 364 Shares to be forfeited to remedy contravention ........................... 230 365 Powers of board in response to suspected contravention ........... 231 366 Powers of Supreme Court about contravention ........................... 231 367 Co-operative to inform Registrar of interest over 20% ................. 232 368 Co-operative to keep register ...................................................... 232 369 Unlisted companies to provide list of shareholders etc. ............... 233 370 Excess share interest not to affect loan liability ........................... 233

Co-operatives (National Uniform Legislation) Act 2015 xviii 371 Extent of operation of this Division .............................................. 234 372 Exemptions .................................................................................. 234 Division 2 Restrictions on certain share offers 373 Share offers to which this Division applies................................... 234 374 Requirements to be satisfied before offer can be made .............. 235 375 Some offers totally prohibited if they discriminate........................ 235 376 Offers to be submitted to board first ............................................ 235 377 Announcements of proposed takeovers about proposed company ...................................................................................... 236 378 Additional disclosure requirements for offers involving conversion to company ................................................................ 237 379 Consequences of prohibited offer ................................................ 238 380 Exemptions .................................................................................. 238 Chapter 4 Structural and other events for Part 4.1 Appointment of administrator Division 1 Introductory 381 Operation of this Part ................................................................... 239 Division 2 Administration under Corporations Act 382 Application of Corporations Act – administration of co-operative ................................................................................. 239 383 Appointment of administrator by Registrar in the case of insolvency .................................................................................... 240 Division 3 Administration – alternative procedure 384 Operation of this Division ............................................................. 240 385 Appointment of administrator by Registrar................................... 240 386 Effect of appointment of administrator ......................................... 241 387 Revocation of appointment .......................................................... 241 388 Expenses of administration.......................................................... 242 389 Liabilities arising from administration ........................................... 243 390 Additional powers of Registrar ..................................................... 243 391 Stay of proceedings ..................................................................... 244 392 Administrator to report to Registrar.............................................. 244 Part 4.2 Receivers and other controllers of property 393 Application of Corporations Act – receivers and other controllers of property of co operatives ........................................ 244

Co-operatives (National Uniform Legislation) Act 2015 xix Part 4.3 Mergers and transfers of engagements Division 1 Merger or transfer of engagements 394 Application of this Division ........................................................... 246 395 Mergers and transfers of engagements of local co-operatives .... 246 396 Requirements before application can be made ........................... 246 397 Disclosure statement required ..................................................... 246 398 Making an application .................................................................. 247 399 Approval of merger ...................................................................... 247 400 Approval of transfer of engagements........................................... 248 401 Transfer of engagements by direction of Registrar ...................... 248 Division 2 Transfer of incorporation 402 Meaning of new body and transfer .............................................. 249 403 Application for transfer ................................................................. 250 404 Requirements before application can be made ........................... 250 405 New body ceases to be registered as co-operative ..................... 251 406 Transfer not to impose greater liability etc. .................................. 251 407 Effect of new certificate ............................................................... 251 408 Copy of new certificate to be given to Registrar .......................... 252 409 New body is a continuation of the co-operative ........................... 252 Division 3 Effect of merger or transfer on assets and liabilities 410 How this Division applies to a merger .......................................... 252 411 How this Division applies to a transfer of engagements .............. 253 412 How this Division applies to a transfer of incorporation ............... 253 413 Effect of merger or transfer on assets and liabilities .................... 253 Part 4.4 Compromises and arrangements Division 1 General requirements 414 Requirements for binding compromise or arrangement ............... 254 415 Court ordered meeting of creditors .............................................. 255 416 Registrar to be given notice and opportunity to make submissions ................................................................................. 256 417 Results of 2 or more meetings ..................................................... 257 418 Persons disqualified from administering compromise or arrangement ................................................................................ 257 419 Application of Corporations Act to person appointed to administer compromise or arrangement ...................................... 258 420 Application of Corporations Act – person appointed to administer compromise or arrangement ...................................... 258 421 Copy of order to be attached to rules .......................................... 258 422 Directors to arrange for reports.................................................... 259

Co-operatives (National Uniform Legislation) Act 2015 xx 423 Power of Court to restrain further proceedings ............................ 259 424 Court need not approve compromise or arrangement takeovers ..................................................................................... 259 425 Provisions for facilitating reconstructions and mergers................ 260 426 Costs for Registrar....................................................................... 261 Division 2 Explanatory statements 427 Explanatory statement required to accompany notice of meeting etc. ................................................................................. 261 428 Requirements for explanatory statement ..................................... 263 429 Contravention of this Division – offence by co-operative ............. 263 Division 3 Acquisition of shares of dissenting shareholders 430 Definitions .................................................................................... 264 431 Schemes and contracts to which this Division applies................. 264 432 Acquisition of shares pursuant to notice to dissenting shareholder.................................................................................. 264 433 Restrictions when excluded shares are more than 10% .............. 265 434 Remaining shareholders may require acquisition ........................ 265 435 Transfer of shares pursuant to compulsory acquisition ............... 266 436 Disposal of consideration for shares compulsorily acquired ........ 267 Division 4 Miscellaneous 437 Notification of appointment of scheme manager.......................... 268 438 Power of Supreme Court to require reports ................................. 268 439 Effect of out-of-jurisdiction compromise or arrangement ............. 269 440 Jurisdiction to be exercised in harmony with Corporations Act jurisdiction.................................................................................... 269 441 Registrar may appear and be heard ............................................ 269 Part 4.5 Winding up 442 Methods of winding up ................................................................. 269 443 Winding up on Registrar's certificate ........................................... 270 444 Application of Corporations Act – voluntary winding up and court-ordered winding up ............................................................. 270 445 Voluntary winding up – restrictions .............................................. 273 446 Voluntary winding up – start of members' voluntary winding up .. 274 447 Voluntary winding up – liquidator vacancy may be filled by Registrar ...................................................................................... 274 448 Distribution of surplus – non-distributing co-operatives ............... 274 449 Review of liquidator's remuneration ............................................. 274 450 Liability of member to contribute in a winding up if shares forfeited etc. ................................................................................. 275

Co-operatives (National Uniform Legislation) Act 2015 xxi Part 4.6 Insolvency 451 Application of Corporations Act – insolvent co-operatives ........... 276 Part 4.7 Deregistration 452 Method of deregistration .............................................................. 277 453 Application of Corporations Act – deregistration .......................... 277 454 Deregistration of co-operative ceasing to exist ............................ 278 Part 4.8 Grounds for certain actions 455 Grounds for appointment of administrator, transfer of engagements or winding up of co-operative ................................ 278 Chapter 5 Participating co-operatives Part 5.1 Introductory 456 What constitutes carrying on business ........................................ 280 Part 5.2 Participating co-operatives carrying on business in this jurisdiction 457 Operation of participating co-operatives in this jurisdiction .......... 280 458 Authorisation to carry on business in this jurisdiction .................. 280 459 Authorisation to carry on business in this jurisdiction is subject to conditions and restrictions of participating jurisdiction ............. 280 460 Ceasing to be authorised to carry on business in this jurisdiction.................................................................................... 281 461 Withdrawal of authorisation to carry on business ........................ 281 462 Name of participating co-operative .............................................. 282 463 Application of Law and National Regulations to participating co-operatives ............................................................................... 282 Part 5.3 General 464 False copies of rules.................................................................... 282 465 False copy of documents ............................................................. 283 466 Restrictions on advertising and publicity – shares (cf Corporations Act s 734) .......................................................... 284 467 Restrictions on advertising and publicity – debentures or CCUs ........................................................................................... 285 468 Registrar's directions about obtaining financial accommodation ........................................................................... 285 469 Name and place of origin to appear on business and other documents ................................................................................... 286

Co-operatives (National Uniform Legislation) Act 2015 xxii Part 5.4 Winding up of participating co-operatives in this jurisdiction 470 Winding up to relate to activities in this jurisdiction ...................... 287 471 Supreme Court may order winding up ......................................... 288 472 Application of Corporations Act – winding up of participating co-operatives in this jurisdiction ................................................... 288 473 Outstanding property of participating co-operative ...................... 289 Part 5.5 Mergers and transfers of engagements affecting participating co-operatives 474 Definitions .................................................................................... 290 475 Authority for merger or transfer of engagements ......................... 291 476 Requirements before application can be made ........................... 291 477 Disclosure statement required ..................................................... 291 478 Making an application .................................................................. 293 479 Approval of merger ...................................................................... 293 480 Approval of transfer of engagements........................................... 294 481 Effect of merger or transfer of engagements ............................... 294 482 Part applies instead of certain other provisions of this Law ......... 295 Chapter 6 Supervision and protection of Part 6.1 Introductory 483 Application of Chapter ................................................................. 296 Part 6.2 Prevention of fraud and other activities 484 Falsification of books ................................................................... 296 485 Fraud or misappropriation............................................................ 297 486 Offering or paying commission .................................................... 298 487 Accepting commission ................................................................. 298 488 False statements in loan application etc. ..................................... 298 Part 6.3 Examining a person about a co-operative 489 Application of Corporations Act – court-directed examinations.... 299 Part 6.4 Supervision and inspection 490 Definitions .................................................................................... 299 491 Co-operative includes subsidiaries, participating co-operatives and co-operative ventures ........................................................... 299 492 Appointment of inspectors ........................................................... 300 493 Registrar and investigators have functions of inspectors............. 300

Co-operatives (National Uniform Legislation) Act 2015 xxiii 494 Inspector's identity card ............................................................... 300 495 Production or display of inspector's identity card ......................... 300 496 Powers of inspector ..................................................................... 301 497 Inspector's appointment conditions.............................................. 301 498 Entry of place............................................................................... 301 499 Consent to entry .......................................................................... 302 500 Inspectors may require certain persons to appear, answer questions and produce documents .............................................. 303 501 Powers of inspectors at place entered......................................... 303 502 Functions of inspectors in relation to relevant documents ........... 304 503 Protection from incrimination ....................................................... 304 504 Warrants ...................................................................................... 305 505 Warrants – applications made otherwise than in person ............. 306 506 Requirements before executing warrant ...................................... 307 507 General powers after entering places .......................................... 308 508 Power to seize evidence .............................................................. 308 509 Receipt for seized things ............................................................. 309 510 Return of seized things ................................................................ 309 511 Power to require name and address............................................ 309 512 False or misleading statements ................................................... 310 513 Power to require production of documents .................................. 310 514 False or misleading documents ................................................... 311 515 Obstruction of inspectors ............................................................. 311 516 Copies or extracts of records to be admitted in evidence ............ 312 517 Privilege ....................................................................................... 312 518 Machinery and other provisions for warrants ............................... 313 Part 6.5 Inquiries 519 Definitions .................................................................................... 313 520 Appointment of investigators ....................................................... 314 521 Powers of investigators ............................................................... 314 522 Examination of involved person ................................................... 315 523 Privilege ....................................................................................... 315 524 Offences by involved person ....................................................... 316 525 Offences relating to documents ................................................... 317 526 Record of examination ................................................................. 317 527 Report of investigator .................................................................. 318 528 Proceedings following inquiry ...................................................... 319 529 Admission of investigator's report as evidence ............................ 319 530 Costs of inquiry ............................................................................ 319 Part 6.6 Special meetings and inquiries 531 Application for special meeting or inquiry .................................... 320 532 Holding of special meeting........................................................... 321 533 Expenses of special meeting or inquiry ....................................... 321 534 Power to hold special inquiry into co-operative............................ 321 535 Special meeting following inquiry................................................. 321

Co-operatives (National Uniform Legislation) Act 2015 xxiv Chapter 7 Legal proceedings and other matters Part 7.1 Offences, enforcement and remedies 536 Notice to be given of conviction for offence ................................. 322 537 Secrecy........................................................................................ 322 538 False or misleading statements ................................................... 324 539 Further offence for failure to do required act................................ 325 540 Civil remedies .............................................................................. 325 541 Order against person concerned with co-operative (cf Corporations Act s 598) .......................................................... 326 542 Injunctions ................................................................................... 327 543 Undertakings ............................................................................... 329 544 Offence for contravention of undertaking ..................................... 329 545 Enforcement order on application with consent of person giving undertaking ....................................................................... 329 546 Enforcement orders after contravention of undertaking ............... 330 547 Copy of undertaking .................................................................... 331 548 Registration of undertakings ........................................................ 331 549 Double jeopardy .......................................................................... 332 550 Strict liability................................................................................. 332 551 Time limit for starting proceedings for offence ............................. 332 552 Authorisation to start proceedings for offence ............................. 332 Part 7.2 Civil consequences of contravening civil penalty provisions 553 Definitions (cf Corporations Act s 1317DA) ................................. 333 554 Declarations of contravention (cf Corporations Act s 1317E) ...... 333 555 Declaration of contravention is conclusive evidence (cf Corporations Act s 1317F) ...................................................... 334 556 Pecuniary penalty orders (cf Corporations Act s 1317G)............. 335 557 Compensation orders (cf Corporations Act s 1317H) .................. 335 558 Who may apply for a declaration or order (cf Corporations Act s 1317J) ....................................................................................... 336 559 Time limit for application for a declaration or order (cf Corporations Act s 1317K)...................................................... 336 560 Civil evidence and procedure rules for declarations of contravention and civil penalty orders (cf Corporations Act s 1317L)....................................................................................... 336 561 Civil proceedings after criminal proceedings (cf Corporations Act s 317M) ................................................................................. 337 562 Criminal proceedings during civil proceedings (cf Corporations Act s 1317N) ................................................................................ 337 563 Criminal proceedings after civil proceedings (cf Corporations Act s 1317P) ................................................................................ 337 564 Evidence given in proceedings for penalty not admissible in criminal proceedings (cf Corporations Act s 1317Q) ................... 338

Co-operatives (National Uniform Legislation) Act 2015 xxv 565 Relief from liability for contravention of civil penalty provision (cf Corporations Act s 1317S)...................................................... 338 566 Power to grant relief (cf Corporations Act s 1318) ....................... 340 567 Irregularities (cf Corporations Act s 1322) ................................... 341 568 Civil proceedings not to be stayed (cf Corporations Act s 1331) ........................................................................................ 343 569 Standard of proof (cf Corporations Act s 1332) ........................... 343 Part 7.3 Appeals and review 570 Operation of Part – appeal includes review ................................. 344 571 Appeal against refusal to approve draft rules .............................. 344 572 Appeal against refusal to approve disclosure statement ............. 344 573 Appeal against refusal to register co-operative............................ 344 574 Appeal against refusal to approve amendment of rules............... 344 575 Appeal against refusal to register amendment ............................ 345 576 Appeal against decision of Registrar about remuneration of liquidator ...................................................................................... 345 577 Appeal against notice that participating co-operative not authorised to carry on business in this jurisdiction....................... 345 578 Provisions relating to appeals ...................................................... 345 Part 7.4 Proceedings in relation to co-operatives 579 Bringing, or intervening in, proceedings on behalf of co-operative ................................................................................. 346 580 Applying for and granting leave ................................................... 346 581 Substitution of another person for the person granted leave ....... 347 582 Effect of ratification by members (cf Corporations Act s 239) ...... 348 583 Leave to discontinue, compromise or settle proceedings brought, or intervened in, with leave (cf Corporations Act s 240) .......................................................................................... 348 584 General powers of Supreme Court .............................................. 349 585 Power of Supreme Court to make costs orders (cf Corporations Act s 242) .......................................................... 349 586 Power of Registrar to intervene in proceedings ........................... 349 Part 7.5 Evidentiary matters 587 Certificate of registration .............................................................. 350 588 Certificate evidence ..................................................................... 350 589 Records kept by co-operatives .................................................... 351 590 Minutes ........................................................................................ 351 591 Official certificates ....................................................................... 351 592 The Registrar and proceedings ................................................... 352 593 Rules ........................................................................................... 352 594 Co-operative's registers ............................................................... 352

Co-operatives (National Uniform Legislation) Act 2015 xxvi Chapter 8 General Part 8.1 Administrative and other matters 595 Registrar of Co-operatives and other officials .............................. 353 596 Registrar's functions .................................................................... 353 597 Functions conferred on Registrar under corresponding co-operatives laws ....................................................................... 353 598 Delegation by Registrar ............................................................... 353 599 Register of co-operatives ............................................................. 353 600 Keeping of register of co-operatives ............................................ 354 601 Inspection of register of co-operatives ......................................... 354 602 Retention of records by Registrar ................................................ 355 603 Disposal of records by Registrar.................................................. 355 604 Filing of documents ..................................................................... 356 605 Way of filing ................................................................................. 356 606 Power of Registrar to refuse to register or reject documents ....... 356 607 Approvals by Registrar ................................................................ 357 608 Information and evidence ............................................................ 357 609 Extension or shortening of time ................................................... 358 Part 8.2 Service of documents 610 Service of documents on co-operative or participating co-operative ................................................................................. 358 611 Service on member of co-operative ............................................. 359 Part 8.3 Co-operatives National Regulations 612 Power to make Co-operatives National Regulations ................... 359 613 National Regulations for savings or transitional matters .............. 360 614 Publication and commencement of National Regulations............ 361 Part 8.4 Miscellaneous 615 Disclosure statements ................................................................. 361 616 Supply of information between jurisdictions ................................. 361 617 Supply of information under reciprocal arrangements ................. 362 618 Translations of documents........................................................... 362 619 Qualified privilege ........................................................................ 363 620 Stamp duty and registration fees ................................................. 363 621 Procedures regarding giving of exemptions ................................ 363 622 Approval of forms ........................................................................ 363 623 Exclusion of bodies...................................................................... 363 624 Savings and transitional provisions ............................................. 363

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Schedule 1 Matters for which rules of co-operative must make provision (Section 56 of this Law) Schedule 2 Relevant interests, associates, and related corporations (Section 4 of this Law) Schedule 3 Savings and transitional provisions (Section 624 of this Law) Schedule 4 Miscellaneous provisions relating to interpretation (Section 5 of this Law)

As in force at 21 April 2023

CO-OPERATIVES (NATIONAL UNIFORM LEGISLATION) ACT 2015 An Act to provide for a national law for the formation, registration and operation of co-operatives, and for related purposes

Part 1 Preliminary matters

1 Short title This Act may be cited as the Co-operatives (National Uniform Legislation) Act 2015.

2 Commencement This Act commences on the day fixed by the Administrator by Gazette notice.

3 Interpretation (1) For the purposes of this Act, the local application provisions of this Act are the provisions of this Act other than the Co-operatives National Law set out in the Appendix to this Act. (2) In the local application provisions of this Act: Co-operatives National Law (NT) means the provisions applying in this jurisdiction because of section 4(1). Co-operatives National Regulations means the Co-operative National Regulations made under the Co-operatives National Law. Co-operatives National Regulations (NT) means the provisions applying in relation to this jurisdiction because of section 4(2). local regulations means regulations made under section 20 of this Act. this jurisdiction means the Territory.

Division 1 Provisions for adoption of National Law and Regulations Co-operatives (National Uniform Legislation) Act 2015 2 (3) Terms used in the local application provisions of this Act and also in the Co-operatives National Law set out in the Appendix to this Act have the same meanings in those provisions as they have in that Law. Note for section 3 The Interpretation Act 1978 contains definitions and other provisions that may be relevant to this Act. Division 1 Provisions for adoption of National Law and

4 Adoption of Co-operatives National Law and Regulations (1) The Co-operatives National Law set out in the Appendix to this Act: (a) applies as a law of this jurisdiction; and (b) as so applying may be referred to as the Co-operatives National Law (NT); and (c) as so applying, is a part of this Act. (2) The Co-operatives National Regulations, as in force from time to time: (a) apply as National Regulations in force for the Co-operatives National Law (NT), subject to modifications prescribed by the local regulations; and (b) as so applying, may be referred to as the Co-operatives National Regulations (NT).

5 Uniform adoption of nationally approved amendments to Co-operatives National Law (1) The Administrator may, by regulation under section 20, amend the Appendix to this Act to give effect in this jurisdiction to any nationally approved amendment. amend includes insert, omit and repeal a provision. nationally approved amendment means an amendment of the Co-operatives National Law set out in the Appendix to the

Co-operatives (National Uniform Legislation) Act 2015 3 Co-operatives (Adoption of National Law) Act 2012 (NSW) that is of a kind that has been approved by the Ministerial Council in accordance with the Australian Uniform Co-operative Laws Agreement: (a) the parties to which are the States and Territories; and (b) which came into force on 21 January 2012 (being the date when it had been executed by all the parties).

6 Exclusion of legislation of this jurisdiction (1) Even though the Interpretation Act 1978 applies to the local application provisions of this Act, it does not apply to the Co- operatives National Law (NT) or the Co-operatives National Regulations (NT) or to other instruments made under that Law other than: (a) as provided in section 7; or (b) as prescribed by regulation under section 20 for this (2) An Act prescribed by regulation under section 20 does not apply to the Co-operatives National Law (NT) or the Co-operatives National Regulations (NT) or to other instruments made under that Law.

7 Disallowance of Co-operatives National Regulations (NT) Sections 63(b) and 63C of the Interpretation Act 1978 apply to the Co-operatives National Regulations (NT) as if they were regulations made under an Act.

Division 2 Provisions for interpretation of National Law as adopted

8 Meaning of generic terms In the Co-operatives National Law (NT): police officer means a member of the Police Force. public sector official means a public sector employee or a Chief Executive Officer as mentioned in section 19 of the Public Sector Employment and Management Act 1993. Registrar means the Commissioner as defined in section 4(1) of the Consumer Affairs and Fair Trading Act 1990. this jurisdiction means the Territory.

Co-operatives (National Uniform Legislation) Act 2015 4

9 Meaning of other terms (1) For the definition designated authority in section 4 of the (a) the Registrar is the designated authority for sections 15, 601 and 622 of the Law; and (b) the Minister is the designated authority for sections 492, 494 and 520 of the Law; and (c) a Local Court Judge is the designated authority for sections 504 and 505 of the Law. (2) For the definition designated instrument in section 4 of the (a) an order in writing in the approved form is a designated instrument for the provisions of that Law specified in Schedule 1 to this Act for the person or class (if any) or in the circumstances (if any) specified opposite in column 2 of that Schedule; and (b) a notice published in the Gazette in the approved form is a designated instrument for the provisions of that Law specified in Schedule 1 to this Act for the person or class (if any) or in the circumstances (if any) specified opposite in column 3 of that Schedule; and (c) a written notice in the approved form is a designated instrument for section 443(5) of that Law. (3) For the definition designated tribunal in section 4 of the (a) the Supreme Court is the designated tribunal for all provisions of that Law, except Part 7.3; and (b) the Civil and Administrative Tribunal is the designated tribunal for Part 7.3 of that Law.

10 Adjustment of date referred to in Corporations Act as adopted For section 201(b) of the Co-operatives National Law (NT), the reference to 23 June 1993 is to be read as a reference to the date on which this Act commences.

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11 Deregistration (1) For section 453(d) of the Co-operatives National Law (NT), references in sections 601AD to 601AF of the Corporations Act to the Commonwealth are to be read as references to the Territory. (2) For section 453(e) of the Co-operatives National Law (NT), references in section 601AE of the Corporations Act to crediting an amount to a Special Account (within the meaning of the Financial Management and Accountability Act 1997 (Cth)) are to be read as references to crediting the amount to the Central Holding Authority.

12 Costs of inquiry For section 530(3)(b) of the Co-operatives National Law (NT), the prescribed entity is the Territory.

13 Secrecy (1) For section 537(4)(c) of the Co-operatives National Law (NT), information may be divulged to the following persons: (a) the Treasurer; (b) the Under Treasurer (c) the Auditor-General; (d) a Board of Inquiry under the Inquiries Act 1945; (e) a Territory court, as defined in the Evidence (National Uniform Legislation) Act 2011; (f) the Commissioner of Consumer Affairs, as mentioned in section 6 of the Consumer Affairs and Fair Trading Act 1990. (2) For the definition former Act in section 537(6) of the Co-operatives National Law (NT), the Co-operatives Act, as in force before the commencement of this Act, is the former Act.

14 Pecuniary penalty orders (1) For section 556(2) of the Co-operatives National Law (NT), a pecuniary penalty ordered to be paid in this jurisdiction is to be paid into the Central Holding Authority. (2) The penalty is a debt payable to the Territory that is recoverable by the Registrar on behalf of the Territory in a court of competent

Co-operatives (National Uniform Legislation) Act 2015 6

15 Duty on transfer of incorporation (1) This section applies if: (a) a co-operative that transfers its incorporation under Part 4.3, Division 2, of the Co-operatives National Law (NT) was, before its registration as a co-operative under that Law, a company under the Corporations Act or any corresponding previous law of the Territory; and (b) duty had been paid on its incorporation as such a company in respect of the amount of the nominal capital of the company (or, if subsequently increased on the amount of its nominal capital, as so increased). (2) Any duty paid is to be taken into account and included in assessing the duty payable on the incorporation or registration of the new body in relation to the transfer.

16 Registration fees No fee is chargeable under this or any other Act for the registration of an instrument executed or registered for, or with respect to, a transfer of any property to give effect to section 413 or 481 of the Co-operatives National Law (NT) in respect of: (a) a merger of co-operatives; or (b) a transfer of engagements; or (c) a transfer of incorporation.

17 Proceedings for offences (1) Proceedings for an offence may be commenced: (a) no later than 5 years after the alleged commission of the offence; and (b) by the Registrar or a person authorised in writing by the offence means an offence under: (a) this Act; or

Division 2 Co-operatives (National Uniform Legislation) Act 2015 Co-operatives (National Uniform Legislation) Act 2015 7 (b) the local regulations; or (c) the Co-operatives National Law (NT); or (d) the Co-operatives National Regulations (NT).

18 Proceedings for recovery of fines or penalties under co-operatives rules Proceedings for the recovery of any fine or penalty imposed by the rules of a co-operative may be commenced in the Local Court on application by the co-operative.

19 Acquisition on just terms If the operation of the Co-operatives National Law (NT) would, apart from this section, result in an acquisition of property from a person otherwise than on just terms: (a) the person is entitled to receive from the Territory the compensation necessary to ensure the acquisition is on just terms; and (b) a court of competent jurisdiction may decide the amount of compensation or make the orders it considers necessary to ensure the acquisition is on just terms. 20 Regulations The Administrator may make regulations under this Act. Division 1 Repeals 21 Repeals The Co-operatives Act is repealed. Division 2 Co-operatives (National Uniform Legislation) Act 2015 22 Definitions commencement means the day on which this Division commences.

Division 2 Co-operatives (National Uniform Legislation) Act 2015 Co-operatives (National Uniform Legislation) Act 2015 8

23 National Regulations made before commencement Regulations made by the Governor of New South Wales under section 612 of the Co-operatives National Law set out in the Appendix to the Co-operatives (Adoption of National Law) Act 2012 (NSW) before the commencement have effect in this jurisdiction as if they were made under that section on the commencement.

24 Registration of co-operatives (1) This section applies to a co-operative that is registered under the Co-operatives Act as in force immediately before the commencement. (2) On commencement, the co-operative becomes a co-operative registered under the Co-operatives (National Uniform Legislation) Act 2015.

Co-operatives (National Uniform Legislation) Act 2015 9 section 9(2) Provision of Co-operatives National Law (NT) Designated instrument is an order in writing Designated instrument is a notice published in the Gazette section 33(1) (certificate of registration) section 35(5) (exemption from special postal ballot for amendment of rules of conversion) section 60(2) (specifying rule amendments requiring prior approval by Registrar) section 71(1) provisions of Part 2.4, Division 2) section 92(6) complying with disclosure direction) section 171(1) requirements in

Part 2.6, Division 5) section 221(1) (approval of omission of "Limited" or "Ltd" from name)

Co-operatives (National Uniform Legislation) Act 2015 10 section 226(6) requirement to display location notice) for individual small co-operatives or all small co-operatives section 316(1) (exemption for individual co-operative from accounting and auditing provisions) section 317(1) (exemption for class of co-operatives from section 319(1) (exemption for non-auditor members and former members of audit firms, and former employees of audit companies from section 320(1) (exemption for classes of non-auditor members and former members of audit firms, and former employees of audit companies from section 322(1) National Regulations made under Part 3.3) section 338(6) section 338)

Co-operatives (National Uniform Legislation) Act 2015 11 section 343(10) section 343) section 359(3) section 359 or 248) section 363(2) (stating maximum greater than 20% of nominal value of issued share capital) section 372(1) (exemption of person or class of persons from the operation of

Part 3.5, Division 1) section 380(1) Part 3.5, Division 2, or section 248) section 397(4) section 397) section 401(7) (notification by Registrar of date of effect of transfer of engagements between co-operatives) section 404(4) section 404 or 248) section 445(3) section 445 or 248)

Co-operatives (National Uniform Legislation) Act 2015 12 section 607(3) (Registrar's approval) co-operative or person co-operatives or persons

Co-operatives (National Uniform Legislation) Act 2015 13 Chapter 1 Preliminary Part 1.1 Introductory 1 Citation This Law may be cited as the Co-operatives National Law. 2 Commencement This Law commences in a jurisdiction as provided by the Co-operatives National Law Act of that jurisdiction. 3 Objects The objects of this Law are: (a) to enable the formation, registration and operation of (b) to promote co-operative philosophy, principles, practices and objectives; and (c) to protect the interests of co-operatives, their members and the public in the operations and activities of co-operatives; and (d) to ensure directors of co-operatives are accountable for their actions and decisions to the members of co-operatives; and (e) to encourage and facilitate self-management by co-operatives at all levels; and (f) to encourage the development, integration and strengthening of co-operatives at local, regional, national and international levels by supporting and fostering State, Territory and national peak organisations and co-operative instrumentalities. Part 1.2 Interpretation 4 Definitions active member - see section 145.

Co-operatives (National Uniform Legislation) Act 2015 14 active membership provisions - see section 146(1). active membership resolution - see section 146(2). agreement means an agreement, arrangement or understanding: (a) whether formal or informal or partly formal and partly informal; or (b) whether written or oral or partly written and partly oral; or (c) whether or not having legal or equitable force and whether or not based on legal or equitable rights. another jurisdiction means a State or Territory other than this approved form means a form approved under section 622. ASIC means the Australian Securities and Investments Commission. ASIC Act means the Australian Securities and Investments Commission Act 2001 of the Commonwealth. Australian legal practitioner means a person who: (a) is admitted to the legal profession under the law of a jurisdiction; and (b) holds a current practising certificate under a law of a jurisdiction authorising the person to engage in legal practice. authorised deposit-taking institution means an authorised deposit-taking institution within the meaning of the Banking Act 1959 of the Commonwealth. board means the board of directors of a co-operative, and includes a person or committee exercising a power of the board delegated to the person or committee under the rules of the co-operative. books includes: (a) a register; and (b) minutes; and (c) any other record of information; and (d) financial reports or financial records, however compiled, recorded or stored; and

Co-operatives (National Uniform Legislation) Act 2015 15 (e) a document. carry on business has the same meaning in relation to a co-operative or participating co-operative as it has under the Corporations Act in relation to a company. Note

Division 3 of Part 1.2 of the Corporations Act contains provisions relating to carrying on business. CCU means a co-operative capital unit, as provided for by Division 2 of Part 3.4 (see section 345). chief executive officer of a co-operative or a subsidiary of a co-operative means the chief executive officer of the co-operative or subsidiary for the time being (by whatever name called), and whether or not the officer is a director or the secretary. civil penalty provision - see section 553. compensation order - see section 553. constituent documents of a corporation means the constitution of the corporation or any rules or other document constituting the corporation or governing its activities, and includes a memorandum or articles of association and replaceable rules or other rules. co-operative means a body registered under this Law as applying under the Co-operatives National Law Act of this jurisdiction as a co-operative (including a co-operative group). co-operative group means a co-operative that has a membership as described in section 111. co-operative principles - see section 10. Co-operatives National Law Act of a jurisdiction means the Act of that jurisdiction that applies this Law (whether with or without modification) as a law of that jurisdiction. corporation includes: (a) a company; and (b) any body corporate (whether incorporated in this jurisdiction or elsewhere); and

Co-operatives (National Uniform Legislation) Act 2015 16 (c) an unincorporated body that, under the law of its place of origin, may: (i) sue or be sued; or (ii) hold property in the name of its secretary or of an office holder of the body duly appointed for that purpose; but does not include: (d) an exempt public authority (within the meaning of the Corporations Act); or (e) a corporation sole. Note A co-operative is a corporation within this definition. Corporations Act means the Corporations Act 2001 of the Commonwealth or, where appropriate, that Act as applying under this Law as a law of this jurisdiction. Corporations application legislation means: (a) for a State – Part 3 of the Corporations (Ancillary Provisions) Act 2001 of that State; or (b) for the Northern Territory – Part 4 of the Corporations Reform (Northern Territory) Act 2001 of that Territory; or (c) for the Australian Capital Territory – the provisions of a law of that Territory that are declared by the Co-operatives National Law Act of that Territory to be the Corporations application legislation of that Territory; unless a law of the State or Territory concerned provides otherwise. Corporations legislation means the Corporations legislation to which Part 1.1A of the Corporations Act applies. corresponding co-operatives law of another jurisdiction – see section 7. de facto partner has the meaning given by the Acts Interpretation Act 1901 of the Commonwealth in relation to an Act of the Commonwealth. debenture of a co-operative means a chose in action that includes an undertaking by the co-operative to repay as a debt money deposited with or lent to the co-operative. The chose in action may

Co-operatives (National Uniform Legislation) Act 2015 17 (but need not) include a security interest in property of the co-operative to secure repayment of the money. However, a debenture does not include: (a) an undertaking to repay money deposited with or lent to the co-operative by a person if: (i) the person deposits or lends the money in the ordinary course of a business carried on by the person; and (ii) the co-operative receives the money in the ordinary course of carrying on a business that neither comprises nor forms part of a business of borrowing money and providing finance; or (b) an undertaking by an Australian authorised deposit-taking institution to repay money deposited with it, or lent to it, in the ordinary course of its banking business; or (c) an undertaking to pay money under: (i) a cheque; or (ii) an order for the payment of money; or (iii) a bill of exchange; or (d) an undertaking by a co-operative to pay money to a related corporation; or (e) an undertaking to repay money that is prescribed by the regulations under the Corporations Act; or (f) another document of a class prescribed by the National Regulations as exempt from this definition. For the purposes of this definition, if a chose in action that includes an undertaking by a co-operative to pay money as a debt is offered as consideration for the acquisition of securities under an off-market takeover bid, or is issued under a compromise or arrangement under Part 4.4, the undertaking is taken to be an undertaking to repay as a debt money deposited with or lent to the co-operative. deed of arrangement means a deed of arrangement executed by a co-operative under Part 5.3A of the Corporations Act as applying under this Law (see section 382 of this Law) or a deed of that type as varied and in force from time to time. deposit-taking co-operative means a co-operative permitted under section 333 to accept money on deposit.

Co-operatives (National Uniform Legislation) Act 2015 18 designated authority means (except in section 612) the person or body specified or described in the Co-operatives National Law Act of this jurisdiction for the purposes of the provision in which the term is used. designated instrument means an instrument or document: (a) of the kind; and (b) made, served or published in the manner (if any); specified or described in the Co-operatives National Law Act of this jurisdiction for the purposes of the provision in which the term is used. Note Examples are an order in writing served on a person and a notice published in the Gazette. designated tribunal means the court or tribunal specified or described in the Co-operatives National Law Act of this jurisdiction for the purposes of the provision in which the term is used. director of a co-operative includes: (a) a person who occupies or acts in the position of a director or member of the board of a co-operative, whether or not the person is called a director and whether or not the person is validly appointed or properly authorised to act in the position; and (b) a person under whose directions or instructions the directors or members of the board of directors of the co-operative are accustomed to act. distributing co-operative - see section 18. entity includes a person and an unincorporated body. evidential burden, in relation to a matter, means the burden of adducing or pointing to evidence that suggests a reasonable possibility that the matter exists or does not exist. file includes lodge. financial records includes: (a) invoices, receipts, orders for the payment of money, bills of exchange, cheques, promissory notes and vouchers; and (b) documents of prime entry; and

Co-operatives (National Uniform Legislation) Act 2015 19 (c) working papers and other documents needed to explain: (i) the methods by which financial statements are made up; and (ii) adjustments to be made in preparing financial statements. half-year - see section 296. inactive member of a co-operative is a member of the co-operative who is not an active member of the co-operative. inspector means a person appointed as an inspector under

Part 6.4. investigator means a person appointed under section 520 to hold an inquiry into the affairs of a co-operative. involved in a contravention - see section 9. jurisdiction means a State or Territory. large co-operative means a co-operative that is not a small local Registrar means the Registrar for this jurisdiction. local regulations means regulations made under the Co- operatives National Law Act of this jurisdiction, but does not include Ministerial Council means the MCCA as defined in the Australian Uniform Co-operative Laws Agreement, the parties to which are the States and Territories, and which came into force on

21 January 2012 (being the date when it has been executed by all the parties). Note The Agreement includes the following definition: MCCA means the Ministerial Council on Consumer Affairs which for the purposes of this Agreement comprises the members in accordance with Part VIII of this Agreement or such body as succeeds it or for the time being performs the functions carried out by the Ministerial Council on Consumer Affairs as set out in this Agreement. model rules means model rules under Division 2 of Part 2.3.

Co-operatives (National Uniform Legislation) Act 2015 20 modification, in relation to an applied Corporations legislation matter, means a modification or change (as the case may be) within the meaning of the Corporations application legislation of this mortgage includes a lien, charge or other security over property. National Regulations means the Co-operatives National Regulations made under this Law, as referred to in section 612. Note Jurisdictional legislation may provide for the application of the National Regulations in individual jurisdictions. Section 6 of this Law deals with the case where the National Regulations are not applied in a jurisdiction in that manner but are separately made for that jurisdiction. non-distributing co-operative - see section 19. NSW legislation website means the website with the URL of www.legislation.nsw.gov.au, or any other website, used by the Parliamentary Counsel of New South Wales to provide public access to the legislation of New South Wales. officer of a co-operative or participating co-operative means: (a) a director or secretary of the co-operative; or (b) a person: (i) who makes, or participates in making, decisions that affect the whole, or a substantial part, of the business of (ii) who has the capacity to affect significantly the co-operative's financial standing; or (iii) in accordance with whose instructions or wishes the directors of the co-operative are accustomed to act (excluding advice given by the person in the proper performance of functions attaching to the person's professional capacity or their business relationship with the directors or the co-operative); or (c) a receiver, or receiver and manager, of property of the (d) an administrator of the co-operative; or (e) an administrator of a deed of arrangement executed by the

Co-operatives (National Uniform Legislation) Act 2015 21 (f) a liquidator of the co-operative; or (g) a trustee or other person administering a compromise or arrangement made between the co-operative and someone else. ordinary resolution - see section 238. participating co-operative means a body that is registered and incorporated under, and is subject to, a corresponding co-operatives law of another jurisdiction. participating jurisdiction means a jurisdiction in which a corresponding co-operatives law is in force. participating Registrar means a person exercising the functions of a Registrar under a corresponding co-operatives law of another pecuniary penalty order - see section 553. PPSA security interest (short for Personal Property Securities Act security interest) means a security interest within the meaning of the Personal Property Securities Act 2009 of the Commonwealth and to which that Act applies, other than a transitional security interest within the meaning of that Act. The Personal Property Securities Act 2009 of the Commonwealth applies to certain security interests in personal property. See the following provisions of that Act: (a) section 8 (Interests to which this Act does not apply); (b) section 12 (Meaning of security interest); (c) Chapter 9 (Transitional provisions). For the meaning of transitional security interest, see section 308 of the Personal Property Securities Act 2009 of the Commonwealth. primary activity - see section 144. prison includes a correctional centre or correctional complex. public sector official has the meaning given by the Co-operatives National Law Act of this jurisdiction. quoted security means a security that is quoted on a prescribed financial market (within the meaning of the Corporations Act). receiver includes a receiver and manager.

Co-operatives (National Uniform Legislation) Act 2015 22 Registrar for this jurisdiction has the meaning given by the Co- operatives National Law Act of this jurisdiction. related (in the context of related corporations) - see Part 3 of Schedule 2. relevant interest – see Part 1 of Schedule 2. rules of a co-operative (otherwise than in the context of proposed rules or model rules) means the registered rules of the co-operative in force for the time being. secretary of a co-operative means the person appointed under section 190 to be, or to act as, the secretary of the co-operative. security interest means: (a) a PPSA security interest; or (b) a charge, lien or pledge. serve includes give, send and similar terms. small co-operative means a co-operative of a class or description prescribed by the National Regulations. special postal ballot – see section 248. special resolution – see section 239. strict liability – see section 550. subsidiary has the same meaning as it has in the Corporations Act. Supreme Court means the Supreme Court of this jurisdiction. surplus, in relation to a co-operative, means the excess of income over expenditure after making adequate allowance for taxation expense, for depreciation in value of the property of the co-operative and for future contingencies. the Minister means: (a) the Minister administering the Co-operatives National Law Act of this jurisdiction; or (b) if different Ministers are administering that Act in different respects – the Minister administering the Act in the relevant respect; or

Co-operatives (National Uniform Legislation) Act 2015 23 (c) if different Ministers are administering different portions of that Act – the Minister administering the relevant portion of the Act; or (d) if paragraphs (b) and (c) do not apply and 2 or more Ministers are administering that Act or a portion of that Act – any one of the Ministers administering the Act or portion of the Act. this jurisdiction - see the definition of that term in the Co-operatives National Law Act of each jurisdiction that adopts this Law. 5 Miscellaneous provisions relating to the interpretation of this Law (Schedule 4) Schedule 4 contains miscellaneous provisions relating to the interpretation of this Law. 6 References to regulations where National Regulations are not (1) This section applies where the Co-operatives National Law Act of a jurisdiction does not provide that the National Regulations apply as regulations for the purposes of this Law as applying in that (2) A reference in this Law as applying in that jurisdiction to National Regulations is taken to be a reference to regulations made under that Act that are the same or substantially the same as the National 7 Corresponding co-operatives law (1) This section determines what (if any) law of another jurisdiction is a corresponding co-operatives law for the purposes of this Law. (2) If this Law applies as a law of the other jurisdiction (whether with or without modification), this Law as so applying is a corresponding co-operatives law for the purposes of this Law. (3) If this Law does not apply as a law of the other jurisdiction, a law of the other jurisdiction is a corresponding co-operatives law for the purposes of this Law if the National Regulations declare that the law substantially corresponds to the provisions of this Law.

Co-operatives (National Uniform Legislation) Act 2015 24 8 Co-operatives National Law Act of this jurisdiction (1) It is intended that this Law will or may be supplemented by provisions of the Co-operatives National Law Act of this jurisdiction where an intention of supplementation (however expressed) is indicated in this Law, including provisions designating: (a) a person or body to be a designated authority; or (b) an instrument or document to be a designated instrument; or (c) a court or tribunal to be a designated tribunal; for the purposes of particular provisions of this Law. Note Other provisions of this Law express the intention that the Co-operatives National Law Act of this jurisdiction will or may provide for particular matters. (2) It is also intended that the National Regulations will or may be supplemented by provisions of the local regulations where an intention of supplementation is indicated in the National 9 Involvement in contraventions (cf Corporations Act s 79) A person is involved in a contravention if, and only if, the person: (a) has aided, abetted, counselled or procured the contravention; or (b) has induced, whether by threats or promises or otherwise, the contravention; or (c) has been in any way, by act or omission, directly or indirectly, knowingly concerned in, or party to, the contravention; or (d) has conspired with others to effect the contravention.

Co-operatives (National Uniform Legislation) Act 2015 25 Part 1.3 The co-operative principles 10 Co-operative principles The co-operative principles are the following principles: 1 Voluntary and open membership Co-operatives are voluntary organisations, open to all persons able to use their services and willing to accept the responsibilities of membership, without gender, social, racial, political or religious discrimination. 2 Democratic member control Co-operatives are democratic organisations controlled by their members, who actively participate in setting their policies and making decisions. Men and women serving as elected representatives are accountable to the membership. In primary co-operatives members have equal voting rights (1 member, 1 vote) and co-operatives at other levels are organised in a democratic way. 3 Member economic participation Members contribute equitably to, and democratically control, the capital of their co-operative. At least part of the capital is usually the common property of the co-operative. They usually receive limited compensation (if any) on capital subscribed as a condition of membership. Members allocate surpluses for any or all of the following purposes: (a) developing the co-operative, possibly by setting up reserves, part of which at least would be indivisible; (b) benefiting members in proportion to their transactions with the (c) supporting other activities approved by the membership. 4 Autonomy and independence Co-operatives are autonomous, self-help organisations controlled by their members. If they enter into agreements with other organisations, including governments, or raise capital from external sources, they do so on terms that ensure democratic control by their members and maintain their co-operative autonomy.

Co-operatives (National Uniform Legislation) Act 2015 26 5 Education, training and information Co-operatives provide education and training for their members, elected representatives, managers and employees so they can contribute effectively to the development of their co-operatives. They inform the general public, particularly young people and opinion leaders, about the nature and benefits of co-operation. 6 Co-operation among co-operatives Co-operatives serve their members most effectively and strengthen the co-operative movement by working together through local, national, regional and international structures. 7 Concern for the community While focusing on member needs, co-operatives work for the sustainable development of their communities through policies accepted by their members. Note The co-operative principles are those adopted by the International Co-operative Alliance. 11 Interpretation to promote co-operative principles In the interpretation of a provision of this Law, a construction that would promote the co-operative principles is to be preferred to a construction that would not promote the co-operative principles. Part 1.4 The Corporations legislation Division 1 Exclusion of matters from the Corporations legislation 12 Excluded matter – co-operatives and participating (1) A co-operative and a participating co-operative are each declared to be an excluded matter for the purposes of section 5F of the Corporations Act in relation to the whole of the Corporations legislation other than to the extent specified in this section. Note This section ensures that neither the Corporations Act nor Part 3 of the ASIC Act will apply in relation to a co-operative or participating co-operative, other than to the extent specified in this section. Section 5F of the Corporations Act provides that if a State or Territory law declares a matter to be an excluded matter in relation to the whole of the Corporations legislation other than to a specified

Co-operatives (National Uniform Legislation) Act 2015 27 extent, then that legislation will not apply, except to the specified extent, in relation to that matter in the State or Territory concerned. However, other provisions of this Part provide for the application of provisions of the Corporations legislation to co-operatives or participating co-operatives as laws of this (2) Subsection (1) does not exclude the application of the following provisions of the Corporations legislation to co-operatives or participating co-operatives to the extent that the provisions would otherwise be applicable to them: (a) provisions relating to a matter that the National Regulations provide is not to be excluded from the operation of the Corporations legislation; (b) provisions relating to the role of a co-operative or participating co-operative in the formation of a company; (c) provisions relating to the registration of a co-operative as a company under Chapter 5B of the Corporations Act; (d) provisions relating to substantial shareholdings, by or involving a co-operative or participating co-operative, in a company; (e) provisions conferring or imposing functions on a co-operative or participating co-operative as a member, or former member, of a corporation; (f) provisions relating to dealings by a co-operative or participating co-operative in financial products of a corporation, other than financial products of the co-operative or participating co-operative itself; (g) provisions conferring or imposing functions on a co-operative or participating co-operative in its dealings with a corporation, not being dealings in financial products of the co-operative or participating co-operative; (h) provisions relating to financial products of a co-operative, other than shares in, CCUs of, debentures of, or deposits with, a co-operative or participating co-operative; (i) provisions relating to financial markets and participants in financial markets; (j) provisions relating to financial services licensees whose licence covers dealing in, or providing advice about, financial (k) provisions relating to carrying on a financial services business;

Co-operatives (National Uniform Legislation) Act 2015 28 (l) provisions relating to financial statements, and audits of financial statements, of financial services licensees whose licence covers dealing in, or providing advice about, financial (m) provisions relating to clients of financial services licensees whose licence covers dealing in, or providing advice about, financial products; (n) provisions relating to registers of interests in financial (o) provisions relating to powers of a court to cure procedural irregularities and to make other orders. (3) To avoid doubt, it is declared that subsection (1) does not operate so as to exclude the operation of the following provisions of the Corporations Act, except in relation to shares in, CCUs issued by, debentures of, or deposits with, a co-operative or participating (a) Part 1.2A; (b) Chapter 2L; (c) Chapter 6CA; (d) Chapter 6D; (e) Part 7.10. Division 2 Applied matters (applied Corporations legislation matters) 13 Applied Corporations legislation matters under this Law (1) Other provisions of this Law declare matters to be applied Corporations legislation matters for the purposes of the Corporations application legislation of this jurisdiction in relation to provisions of the Corporations Act specified in those provisions. (2) A declaration is made subject to any modifications specified in or in connection with the provision in which the declaration is made. (3) Additionally, a declaration is also made subject to: (a) any modifications applying under section 15; and (b) any modifications prescribed by the National Regulations; and

Co-operatives (National Uniform Legislation) Act 2015 29 (c) any necessary modifications. The Corporations application legislation of this jurisdiction provides for the application of provisions of the Corporations Act and Part 3 of the ASIC Act as laws of this jurisdiction in respect of any matter declared by a law of this jurisdiction (whether with or without modification) to be an applied Corporations legislation matter for the purposes of the Corporations application legislation in relation to those Commonwealth provisions. The Corporations application legislation ensures that a declaration made for the purposes of that legislation only operates so as to apply a provision of the Corporations legislation to a matter as a law of this jurisdiction if that provision does not already apply to the matter as a law of the Commonwealth. If a provision referred to in a declaration already applies as a law of the Commonwealth, nothing in the declaration will affect its continued operation as a law of the Commonwealth. The following Table indicates the location and subject matter of declarations made under other provisions of this Law. Table Act Act Sections 111AA – 111 AX Part 1.2A (Disclosing entities) Sections 283AA – 283 HB

Chapter 2L (Debentures) reports and directors' reports) with quoted securities Sections 299A – 300A reports and directors' reports) with quoted securities Sections 302 – Division 2 (Half- year financial report and directors' report) that is a disclosing entity

Co-operatives (National Uniform Legislation) Act 2015 30 Act Act Sections 307 – Division 3 (Audit and auditor's report) A co-operative Section 283 Section 315(1)

Division 4 reporting to members) that is a disclosing entity Division 4 reporting to members) A co-operative Section 288 Sections 323 – 323C Division 6 (Special provisions about consolidated financial statements) A co-operative Section 294 Sections 324AA –

324 DD (except section 324BD)

Part 2M.4 (Appointment and removal of auditors), Divisions 1–5 A co-operative Section 297 Sections 416 – 434G

Part 5.2 (Receivers, and other controllers, of property of corporations) A co-operative Section 393 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) A co-operative Section 382

Co-operatives (National Uniform Legislation) Act 2015 31 Act Act Sections 459A – 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 Section 444 Sections 465 – 489E Part 5.4B (Winding up in insolvency or by the court) The winding up or participating Sections 513 – Part 5.6 (Winding up generally) The winding up or participating 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) CCUs) issued by a co-operative to any of its members or

Co-operatives (National Uniform Legislation) Act 2015 32 Act Act Sections 588C – 588Z Part 5.7B (Recovering property or compensation for the benefit of creditors of insolvent company) A co-operative Section 451 Sections 589 – Part 5.8 (Offences) A co-operative Section 201 Sections 596AA – 596 AI Part 5.8A (Employee entitlements) A co-operative Section 202 Sections 596A – 597B Part 5.9, (Examining a person about a corporation) A co-operative Section 489 Sections 600A – 600H Part 5.9, Division 3 (Provisions applying to various kinds of external administration) A co-operative Section 382 Sections 601AA – 601 AH

Part 5A.1 (Deregistration) The a co-operative and a deregistered Sections 674 – Chapter 6CA (Continuous disclosure) Sections 700 –

Chapter 6D (Fundraising)

Co-operatives (National Uniform Legislation) Act 2015 33 Act Act Sections 1040A – 1045A

Part 7.10 (Market misconduct and other prohibited conduct relating to financial products and financial services) Debentures (and CCUs) of a 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 (1) The National Regulations may declare any matter relating to co-operatives or participating co-operatives to be an applied 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.

Co-operatives (National Uniform Legislation) Act 2015 34 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 (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;

Co-operatives (National Uniform Legislation) Act 2015 35 (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). Note 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.

Co-operatives (National Uniform Legislation) Act 2015 36 Chapter 2 Formation, powers and constitution of Part 2.1 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: 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.

Co-operatives (National Uniform Legislation) Act 2015 37 (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: 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.

Co-operatives (National Uniform Legislation) Act 2015 38 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 (ii) to do anything necessary to have the proposed co-operative registered.

Co-operatives (National Uniform Legislation) Act 2015 39 (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 Division 3 Initial approval of rules and formation disclosure 23 Submission of draft rules and draft formation disclosure (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);

Co-operatives (National Uniform Legislation) Act 2015 40 (c) a written notice of intention to apply for registration as a (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 (b) a formation disclosure statement approved under section 25 must be presented to the formation meeting for the (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 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.

Co-operatives (National Uniform Legislation) Act 2015 41 (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 (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 (c) the rights and liabilities attaching to shares in the proposed (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 (g) any other information that the Registrar directs to be included.

Co-operatives (National Uniform Legislation) Act 2015 42 (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 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 (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). Note 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.

Co-operatives (National Uniform Legislation) Act 2015 43 Division 4 Registration of proposed co-operative

26 Application for registration of proposed co-operative (1) An application for registration of a proposed co-operative (other than an existing corporation) must: (a) be made in the approved form; and (b) be accompanied by the fee: (ii) prescribed by the local regulations; and (c) be signed by: (i) in the case of a co-operative group – at least 2 directors; and (ii) in the case of any other proposed co-operative – at least 5, or if a lesser number than 5 is approved by the Registrar at least the approved number of, suitably qualified members, including 2 directors elected at the formation meeting; and (d) be accompanied by: (i) 2 copies of the proposed rules signed and certified by the persons who acted as chairperson and secretary at the formation meeting; and (ii) in the case of: (A) a proposed distributing co-operative; or (B) 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 formation meeting signed and certified by the persons who acted as chairperson and secretary at the formation meeting; and (iii) a statement listing the name, address, occupation and place and date of birth of each director; and (iv) a statement of the address (located in this jurisdiction) of the co-operative's registered office or proposed registered office; and

Co-operatives (National Uniform Legislation) Act 2015 44 (v) any other particulars the Registrar may require in a particular case. (2) The application must be filed with the Registrar within 2 months after closure of the formation meeting for the proposed co-operative or within the extended period that the Registrar may allow.

27 Registration of proposed co-operative (1) If an application is made under this Division for registration of a proposed co-operative, the Registrar must register the co-operative and its rules if the Registrar is satisfied that the requirements for registration of the co-operative have been met. (2) The requirements for registration of 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) the proposed co-operative must be designed to function under the co-operative principles or, if it is not designed to function entirely under the co-operative principles, the Registrar must be satisfied there are special reasons why the co-operative should be registered under this Law; (d) there must be no reasonable cause for refusing registration of the proposed co-operative. (3) If the Registrar is not satisfied that the requirements for registration of the co-operative have been met, the Registrar may refuse to register the co-operative and its rules. (4) The Registrar must give to the applicant written notice of the refusal and the reasons for the refusal.

28 Incorporation and certificate of registration (1) A co-operative becomes a corporation on being registered. (2) On the registration of the co-operative, the Registrar must issue a certificate of registration.

Co-operatives (National Uniform Legislation) Act 2015 45

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 Note 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:

Co-operatives (National Uniform Legislation) Act 2015 46 (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

Co-operatives (National Uniform Legislation) Act 2015 47 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.

Co-operatives (National Uniform Legislation) Act 2015 48

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. Division 6 Conversion of co-operative

35 Conversion of co-operative (1) A co-operative may, by amendment of its rules, convert from: (a) a co-operative with share capital to a co-operative without share capital, or vice versa; or (b) a distributing co-operative to a non-distributing co-operative, or vice versa. (2) An amendment of the rules for the conversion of a co-operative with share capital to a co-operative without share capital cannot be passed until at least 2 weeks after a notice has been published in a newspaper circulating generally in the district in which the registered office of the co-operative is situated advising of the proposal to submit the proposed amendment to members of the (3) An amendment of the rules for the conversion of a non-distributing co-operative to a distributing co-operative does not have effect without the prior approval of the Registrar under section 60. (4) An amendment of the rules for the conversion of a co-operative must be approved by special resolution passed by a special postal (5) The Registrar may exempt: (a) a co-operative from subsection (4) by designated instrument; or (b) a class of co-operatives from subsection (4) by designated instrument.

Co-operatives (National Uniform Legislation) Act 2015 49 (6) An exemption may be given unconditionally or subject to conditions.

Division 7 General

36 Acceptance of money by proposed co-operative (1) A proposed co-operative or any person on its behalf or otherwise who accepts money for the proposed co-operative before the proposed co-operative is registered must hold that money on trust until the co-operative is registered. (2) If a co-operative is not registered within 3 months after the acceptance of money under subsection (1), the proposed co-operative or the person who accepted the money on its behalf must refund the money to the person who paid it.

37 Issue of duplicate certificate The Registrar must issue a duplicate certificate of registration: (a) if the Registrar is satisfied the original certificate is lost or destroyed; and (b) on payment of the fee: (ii) prescribed by the local regulations. Part 2.2 Legal capacity and powers Division 1 General powers 38 Effect of incorporation As a corporation, a co-operative: (a) has perpetual succession; and (b) may have a common seal; and (c) may sue and be sued in its corporate name; and (d) subject to this Law, is capable of taking, purchasing, leasing, holding, selling and disposing of real and personal property; and

Co-operatives (National Uniform Legislation) Act 2015 50 (e) may do and suffer all acts and things that corporations may by law do and suffer and that are necessary or expedient.

39 Power to form companies and enter into joint ventures Without limiting any other provision of this Law, a co-operative has power: (a) to form or participate in the formation of a corporation or unit trust; and (b) to acquire interests in and sell or otherwise dispose of interests in corporations, unit trusts and joint ventures; and (c) to form or enter into a partnership, joint venture or other association with other persons or bodies. Division 2 Doctrine of ultra vires not to apply

40 Interpretation (a) a reference to the doing of an act by a co-operative includes a reference to the making of an agreement by the co-operative and a reference to a transfer of property to or by the (b) a reference to legal capacity includes a reference to powers.

41 Doctrine of ultra vires not to apply (1) The objects of this Division are: (a) to provide that the doctrine of ultra vires does not apply to (b) without affecting the validity of a co-operative's dealings with others – to ensure the co-operative's officers and members give effect to the provisions of the rules of the co-operative relating to the primary activities or powers of the co-operative. (2) This Division is to be construed and to have effect in accordance with subsection (1).

42 Legal capacity (1) A co-operative has, both within and outside this jurisdiction, the legal capacity of an individual.

Co-operatives (National Uniform Legislation) Act 2015 51 (2) Without limiting subsection (1), a co-operative has, both within and outside this jurisdiction, power: (a) to issue and allot fully or partly paid shares in the co-operative; and (b) to issue debentures and CCUs of the co-operative; and (c) to distribute any of the property of the co-operative among the members, in kind or otherwise; and (d) to give security by charging uncalled capital; and (e) to grant a security interest in property of the co-operative; and (f) to procure the co-operative to be registered or recognised as a corporation in any place outside this jurisdiction; and (g) to do any other act it is authorised to do by any other law (including a law of a place outside this jurisdiction). (3) The fact that the doing of an act by a co-operative would not be, or is not, in its best interests does not affect its legal capacity to do the act. (4) To avoid doubt, this section does not: (a) authorise a co-operative to do an act that is prohibited by a law of this jurisdiction; or (b) give a co-operative a right that a law of this jurisdiction denies

43 Rules may limit powers and set out objects (cf Corporations Act s 125) (1) The rules of a co-operative may contain an express restriction on, or a prohibition of, the co-operative's exercise of any of its powers, but the exercise of a power by the co-operative is not invalid merely because it is contrary to an express restriction or prohibition in the (2) The rules of a co-operative may set out the co-operative's objects, but an act of the co-operative is not invalid merely because it is contrary to or beyond any objects in the rules of the co-operative.

Co-operatives (National Uniform Legislation) Act 2015 52 Division 3 Persons having dealings with co-operatives

44 Entitlement to make assumptions (1) A person may make the assumptions in section 45 in relation to: (a) dealings with a co-operative; or (b) dealings with a person who has, or purports to have, directly or indirectly acquired title to property from a co-operative. (2) If a person may assume a matter, the co-operative or anyone referred to in subsection (1) (b) cannot assert in proceedings in relation to the dealings that the matter is incorrect.

45 Assumptions (cf Corporations Act s 129) (1) A person may assume that the rules of a co-operative have been (2) A person may assume that anyone who appears, from information provided by the co-operative that is available to the public from the Registrar, to be a director or secretary of the co-operative: (a) has been duly appointed; and (b) has authority to exercise the powers and perform the duties customarily exercised or performed by a director or secretary of a similar co-operative. (3) A person may assume that anyone who is held out by the co-operative to be an officer or agent of the co-operative: (a) has been duly appointed; and (b) has authority to exercise the powers and perform the duties customarily exercised or performed by that kind of officer or agent of a similar co-operative. (4) A person may assume that the officers and agents of the co-operative properly perform their duties to the co-operative. (5) A person may assume that a document has been properly executed by the co-operative if it is signed by 2 people, one of whom is, or may be assumed to be, a director of the co-operative, and the other is, or may be assumed to be, a director or secretary of the

Co-operatives (National Uniform Legislation) Act 2015 53 (6) A person may assume that a document has been sealed by the co-operative if it bears what appears to be an impression of the co-operative's common seal and the sealing of the document appears to be witnessed by 2 people, one of whom is, or may be assumed to be, a director of the co-operative, and the other is, or may be assumed to be, a director or secretary of the co-operative. (7) A person may assume that anyone who is, or may be assumed to be, an officer or agent of the co-operative who has authority to issue a document or a certified copy of a document on its behalf also has authority to warrant that the document is genuine or is a true copy.

46 Person who knows or ought to know cannot make assumptions This Division does not entitle a person to make an assumption, and does not prevent an assertion being made in relation to an assumption, if: (a) the person has actual knowledge that the assumption is not correct; or (b) the person ought to know that the assumption is not correct because of the nature of the person's connection or relationship with the co-operative.

47 Filing of documents not to constitute constructive knowledge (1) A person is not considered to have knowledge of the rules of a co-operative, any of the contents of the rules of a co-operative, a document, the contents of a document, or any particulars, merely because of either or both of the following: (a) the rules, the document or the particulars have been filed with the Registrar; (b) the rules, the document or the particulars are mentioned in any other document that has been filed with the Registrar, or filed with a person under a previous law corresponding to a provision of this Law. (2) Despite subsection (1), a member of a co-operative is taken to have knowledge of the rules of the co-operative.

Co-operatives (National Uniform Legislation) Act 2015 54

48 Effect of fraud (1) A person's entitlement under this Division to make an assumption is not affected merely by the fact that any person: (a) has acted or is acting fraudulently in relation to the dealing, acquisition or purported acquisition of title to property to which the assumption relates; or (b) has forged a document that appears to have been sealed on behalf of a co-operative. (2) A person may not make an assumption if the person has actual knowledge of the fraudulent action or forgery referred to in Division 4 Execution of documents

49 Execution of documents by co-operative (cf Corporations Act s 127) (1) A co-operative may execute a document without using a common seal if the document is signed by: (a) 2 directors of the co-operative; or (b) a director and the secretary of the co-operative. (2) A co-operative with a common seal may execute a document if the seal is fixed to the document and the fixing of the seal is witnessed by: (a) 2 directors of the co-operative; or (b) a director and the secretary of the co-operative. (3) A co-operative may execute a document as a deed if the document is expressed to be executed as a deed and is executed in accordance with subsection (1) or (2). (4) This section does not limit the ways in which a co-operative may execute a document (including a deed).

50 Agent exercising co-operative's power to make contracts (cf Corporations Act s 126) (1) A co-operative's power to make, vary, ratify or discharge a contract may be exercised by an individual acting with the co-operative's express or implied authority and on behalf of the co-operative.

Co-operatives (National Uniform Legislation) Act 2015 55 (2) The power may be exercised without using a common seal. (3) This section does not affect the operation of a law that requires a particular procedure to be complied with in relation to the contract.

51 Other requirements as to consent or sanction not affected This Division does not affect the operation of a law that requires some consent or sanction to be obtained, or some procedure to be complied with, in relation to the making, varying or discharging of a contract. Division 5 Pre-registration contracts

52 Contracts before registration (1) If a person enters into, or purports to enter into, a contract on behalf of, or for the benefit of, a proposed co-operative (pre-registration contract), the co-operative becomes bound by the contract and entitled to its benefit if the co-operative, or a co-operative that is reasonably identifiable with it, is registered and ratifies the contract: (a) within a reasonable period after the contract is entered into; or (b) within any period agreed to by the parties to the contract. (2) The person is released from any liability under the pre-registration contract if the co-operative enters into another contract in substitution for it: (a) within a reasonable period after the pre-registration contract is entered into; or (b) within any period agreed to by the parties to the pre-registration contract. (3) The person is liable to pay damages to each other party to the pre-registration contract if a co-operative is not registered, or a co-operative is registered but does not ratify the contract or enter into a substitute for it: (a) within a reasonable period after the contract is entered into; or (b) within the period agreed to by the parties to the contract. (4) The maximum amount of damages the person is liable to pay to a party is the amount the co-operative would be liable to pay to the party if the co-operative had been registered and had ratified the contract and then completely failed to perform it.

Co-operatives (National Uniform Legislation) Act 2015 56 (5) If proceedings are brought to recover damages under subsection (3) because the co-operative is registered but does not ratify the pre-registration contract or enter into a substitute for it, the court may do anything it thinks just in the circumstances, including ordering the co-operative: (a) to pay all or part of the damages the person is liable to pay; or (b) to transfer property the co-operative received because of the contract to a party to the contract; or (c) to pay an amount to a party to the contract. (6) If the co-operative ratifies the pre-registration contract but fails to perform all or part of it, the court may order the person to pay all or part of the damages that the co-operative is ordered to pay.

53 Person may be released from liability but is not entitled to indemnity (1) Any of the parties to the pre-registration contract may release the person who entered into, or purported to enter into, the contract from any liability in relation to that contract. (2) The release must be in writing. (3) The party giving the release cannot recover damages under section 52 from the person. (4) Despite any rule of law or equity, the person does not have a right of indemnity against the co-operative in relation to the person's liability under this Division even if the person was acting, or purporting to act, as trustee for the co-operative.

54 This Division replaces other rights and liabilities This Division replaces any rights or liabilities anyone would otherwise have in relation to the pre-registration contract. Part 2.3 Rules Division 1 Rules of a co-operative 55 Effect of rules (1) The rules of a co-operative have the effect of a contract under seal: (a) between the co-operative and each member; and

Co-operatives (National Uniform Legislation) Act 2015 57 (b) between the co-operative and each director, the chief executive officer and the secretary of the co-operative; and (c) between a member and each other member. (2) Under the contract, each of those persons agrees to observe and perform the provisions of the rules as in force for the time being so far as those provisions apply to the person.

56 Content of rules (1) The rules of a co-operative must state or otherwise make provision for the matters included in Schedule 1. (2) The rules must be divided into consecutively numbered paragraphs. (3) The rules may state the objects of the co-operative. (4) The rules may adopt by reference all or any of the provisions of the model rules, as provided in Division 2. (5) The rules may provide for the imposition of a fine on a member for an infringement of the rules. (6) If the rules provide for the imposition of a fine, the rules must state the maximum fine that may be imposed on a member. (7) The maximum fine fixed by the rules must not be more than any amount prescribed by the National Regulations as the maximum fine. (8) The rules may contain other provisions not inconsistent with this Law.

57 Purchase and inspection of copy of rules (1) Any member is entitled to obtain from a co-operative a copy of its rules on payment of the amount required by the rules of the co-operative or, if the rules do not prescribe an amount, on payment of $5. (2) The amount required by the rules must not be more than the fee: (b) prescribed by the local regulations; for obtaining a copy of the rules from the Registrar.

Co-operatives (National Uniform Legislation) Act 2015 58 (3) Any person is entitled to obtain from the Registrar a copy of the rules of a co-operative on payment of the fee:

58 False copies of rules (1) A person must not give to a member of a co-operative or to a person intending or applying to become a member of a co-operative a copy of any rules or any amendments of rules, other than those that have been registered, representing that they are binding on the members of the co-operative. (2) A person must not amend any of the rules of a co-operative after they have been registered and circulate the amended rules representing that they have been registered when they have not been.

59 Rules can only be amended under this Law The rules of a co-operative cannot be amended except under this Law.

60 Approval of certain rule amendments (1) This section applies to: (a) an amendment of rules that is referred to in subsection (2); and (b) an amendment of rules that are referred to in section 35(3) relating to the conversion of a non-distributing co-operative to a distributing co-operative. (2) The Registrar may, by designated instrument, specify for the purposes of this section classes of amendments that must not be made to the rules of a co-operative without the prior approval of the Registrar, and without limitation may do so by reference to classes or subclasses of matters referred to in Schedule 1. (3) A proposed amendment to which this section applies must be approved by the Registrar before the resolution amending the rules is passed by a co-operative or the board of a co-operative.

Co-operatives (National Uniform Legislation) Act 2015 59 (4) A draft of the proposed amendment must be submitted to the Registrar before: (a) the notice of the proposed special resolution amending the rules is given to the members by the co-operative; or (b) the resolution is passed by the board of the co-operative. (5) The proposed amendment must: (a) be in accordance with section 56; and (b) be in a form that may reasonably be approved; and (c) be accompanied by a statement stating the reasons for the (6) The Registrar may: (a) approve the amendment as submitted; or (b) approve a different amendment to that submitted; or (c) refuse to approve the amendment; or (d) require the person submitting the draft amendment to give the requires, and then act under paragraph (a), (b) or (c). (7) Subject to subsection (8), the Registrar approves of the amendment by giving written notice of the approval of the amendment to the person who submitted the draft amendment to the Registrar. (8) The Registrar is taken to have approved the proposed amendment (as submitted to the Registrar) at the end of the period of 28 days after it was submitted, unless before the end of that period the Registrar gives written notice to the person who submitted it that the Registrar: (a) has approved a different amendment to that submitted; or (c) refuses to approve the proposed amendment. (9) The Registrar must give the person who submitted the draft amendment to the Registrar written notice of the reasons for acting under subsection (8)(a) or (c).

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61 Amendment by special resolution The rules of a co-operative may only be amended by special resolution unless this Law otherwise provides.

62 Amendment by resolution of board (1) The rules of a co-operative may be amended by a resolution passed by the board if the amendment does no more than give effect to a requirement, direction, restriction or prohibition imposed or given under the authority of this Law. (2) If the rules of a co-operative are amended under this section, the co-operative must cause the amendment to be notified in writing to its members as soon as practicable after the amendment takes effect and in any event no later than the day when notice of the next annual general meeting of the co-operative after the amendment takes effect is given to the members.

63 Amendment does not take effect until registered (1) An amendment of the rules of a co-operative does not take effect unless and until it is registered by the Registrar. (2) An application for registration of an amendment must: (a) be made in the approved form; and (b) be made within 28 days, or a shorter or longer time prescribed by the National Regulations, after the amendment is made; and (c) be accompanied by a consolidated copy of the rules of the co-operative, including the amendment. (3) The Registrar must register the amendment unless: (a) the Registrar is satisfied the amendment is contrary to this (b) the Registrar has other reasonable cause to refuse to register the amendment. (4) A certificate of registration of an amendment of the rules of a co-operative given by the Registrar is, in favour of any person advancing money to the co-operative on the faith of the certificate or a guarantor of that advance, evidence that the amendment in the rules was properly made.

Co-operatives (National Uniform Legislation) Act 2015 61 Division 2 Model rules

64 Model rules (1) The National Regulations may prescribe model rules. (2) The model rules may make provision for anything for which the rules of a co-operative may make provision. (3) A model rule commences on: (a) the day occurring 28 days after the date of publication of the National Regulations containing the model rule; or (b) a later day specified in, or ascertained in accordance with, the model rule or the National Regulations. (4) A model rule may apply generally or be limited in its application to a specified class of co-operatives.

65 Adoption of model rules The rules of a co-operative may adopt by reference all or any of the provisions of the model rules: (a) as in force from time to time, unless paragraph (b) applies; or (b) as in force at a particular time, if the rules so provide.

66 Relationship of this Division to Division 1 If the rules of a co-operative adopt a model rule as in force from time to time and the model rule is amended, Division 1 does not require the amendment (so far as it affects the rules of the co-operative) to be approved or registered before the amendment takes effect in relation to the co-operative. Part 2.4 Shares Division 1 Nature of share 67 Nature of share in co-operative (1) A share or other interest in a co-operative: (a) is personal property; and (b) is transferable or transmissible as provided by this Law and the rules of the co-operative; and

Co-operatives (National Uniform Legislation) Act 2015 62 (c) is, subject to the rules of the co-operative, capable of devolution by will or by operation of law. (2) Subject to subsection (1): (a) the laws applying to ownership of and dealing with personal property apply to a share or other interest of a member in a co-operative as they apply to other property; and (b) equitable interests in a share or other interest of a member in a co-operative may be created, dealt with and enforced as in the case of other personal property. Division 2 Disclosure requirements for distributing

68 Registration of current disclosure statement (1) A distributing co-operative must take all reasonable steps to ensure that it has a current disclosure statement registered with the (2) The disclosure statement 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 active membership provisions of the co-operative; and (b) the rights and liabilities attaching to shares in the co-operative; and (c) any other information that the Registrar directs to be included. (3) A formation disclosure statement approved by the Registrar under section 25 is taken to be registered with the Registrar for the purposes of this section until it stops being current under subsection (4). (4) A disclosure statement stops being current when: (a) a change occurs in the rights or liabilities attaching to any class of share in the co-operative; or (b) a significant change occurs in the financial position or prospects of the co-operative.

Co-operatives (National Uniform Legislation) Act 2015 63 (5) The co-operative must register a new disclosure statement with the Registrar when the currently registered disclosure statement stops being current, and must do so within 14 days (or a longer period approved by the Registrar) after it stops being current.

69 Restrictions on advertising and publicity (cf Corporations Act s 734) an offer, or intended offer, of shares in a distributing co-operative unless a current disclosure statement relating to the shares is: (c) registered with the Registrar under section 68; or (d) lodged with the Registrar for registration under section 68. (2) Subsection (1) applies in relation to shares in a distributing co-operative only if: (3) A person does not contravene subsection (1) by publishing an

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70 Disclosure to intending shareholders in distributing (1) The board of a distributing co-operative must give a person who intends to acquire shares in the co-operative and is not already a shareholder in the co-operative: (a) a current disclosure statement; and (b) any other information the Registrar directs. (2) The disclosure statement and any other information required under subsection (1) and Part 2.5 must be given before the person becomes bound to acquire the shares.

71 Exemptions from disclosure statements co-operative or class of co-operatives from any or all of the provisions of this Division. (2) An exemption under subsection (1) may be given only if the Registrar is satisfied that compliance with the requirement would be inappropriate in the circumstances or would impose an unreasonable burden. (3) An exemption may be given unconditionally or subject to conditions. Division 3 Compensation for defective disclosure

72 Contravention leading to right to recover for loss or damage (cf Corporations Act s 728) A co-operative contravenes this section if a disclosure statement is given to a person under section 70 and: (a) there is: (i) a misleading or deceptive statement in the disclosure statement or in any application form or document that accompanies the disclosure statement; or (ii) an omission from the disclosure statement of material or information required to be contained in the statement by or under this Law; and the misleading or deceptive statement or the omission is materially adverse from the point of view of the person to whom it is given; or

Co-operatives (National Uniform Legislation) Act 2015 65 (b) the disclosure statement is not current (as referred to in section 70(1)).

73 Right to recover for loss or damage resulting from contravention (cf Corporations Act s 729) (1) A person who suffers loss or damage because of a contravention of section 72 in relation to a co-operative may recover the amount of the loss or damage from a person referred to in a following paragraph if the loss or damage is one that the paragraph makes the person liable for, even if the person did not commit, and was not involved in, the contravention: (a) the co-operative is liable for loss or damage caused by any contravention of section 72 in relation to the disclosure statement; (b) each director of the co-operative is liable for loss or damage caused by any contravention of section 72 in relation to the disclosure statement; (c) a person named in the disclosure statement with their consent as having made a statement (see section 615): (i) that is included in the disclosure statement; or (ii) on which a statement made in the disclosure statement is based; is liable for loss or damage caused by the inclusion of the statement in the disclosure statement; (d) a person who is involved in the contravention of section 72 is liable for loss or damage caused by that contravention. (2) An action under subsection (1) may begin at any time within 6 years after the day on which the cause of action arose. (3) This Division does not affect any liability that a person has under any other law. Note

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74 Due diligence defence (cf Corporations Act s 731) (1) A person is not liable under this Division in relation to a contravention of section 72 because of a misleading or deceptive statement if the person proves they: (b) after doing so, believed on reasonable grounds that the statement was not misleading or deceptive. (2) A person is not liable under this Division in relation to a contravention of section 72 because of an omission from a disclosure statement in relation to a particular matter or particular information if the person proves they: (b) after doing so, believed on reasonable grounds that there was no omission from the statement in relation to that matter or information. (3) A person is not liable under this Division in relation to a contravention of section 72 because a disclosure statement is not current if the person proves they: (b) after doing so, believed on reasonable grounds that the statement was current.

75 General defences (cf Corporations Act s 733) (1) A person is not liable under this Division in relation to a contravention of section 72 because of a misleading or deceptive statement in, or an omission from, a disclosure statement if the person proves that they placed reasonable reliance on information given to them by: (a) if the person is a body – someone other than a director, employee or agent of the body; or (b) if the person is an individual – someone other than an employee or agent of the individual.

Co-operatives (National Uniform Legislation) Act 2015 67 (2) For the purposes of subsection (1), a person is not the agent of a body or individual merely because they perform a particular professional or advisory function for the body or individual. (3) A person is not liable under this Division in relation to a contravention of section 72 because a disclosure statement is not current if the person proves that they were not aware of the circumstance or event that caused the statement to cease to be current. Division 4 Issue of shares

76 Shares – general (1) The share capital of a co-operative varies in amount according to the nominal value of shares from time to time subscribed. (2) Shares are to be of a fixed amount that must be specified in the (3) A co-operative may have more than one class of shares if the shareholding and the rights of shareholders comply with the co-operative principles. (4) Subject to this Part and Part 2.5, shares must not be issued to a non-member.

77 Minimum number of shares to be subscribed for (1) A member of a co-operative with share capital must subscribe for such minimum number of shares (if any) as may be required by the (2) The minimum number may be determined by reference to the use made by the member of the co-operative or in any other manner specified in the rules of the co-operative. (3) An amendment of the rules of the co-operative as to the minimum number of shares to be subscribed for does not operate to require an existing member of the co-operative to subscribe for additional shares, but an existing member is not prevented from agreeing to subscribe for additional shares. (4) This section does not affect section 82.

78 Minimum paid up amount (1) A share must not be allotted unless at least 10% of the nominal value of the share has been paid.

Co-operatives (National Uniform Legislation) Act 2015 68 (2) Any balance unpaid for shares at the time of allotment must be paid in a way specified in the rules of the co-operative or permitted by (3) This section does not apply to a bonus share issued under section 83 or 357. (4) This section does not affect shares issued before the commencement of this section in this jurisdiction if the Co-operatives National Law Act of this jurisdiction so provides.

79 Shares not to be issued at a discount A co-operative must not issue shares at a discount.

80 Issue of shares at a premium (1) A distributing co-operative may issue shares at a premium. (2) A premium may be in the form of cash or other valuable consideration. (3) If a distributing co-operative issues shares for which it receives a premium, an amount equal to the total amount or value of the premiums on the shares must be transferred to a share premium account. (4) The share premium account is to be treated as paid-up share capital of the distributing co-operative and may be applied in one or more of the following ways: (a) in paying up unissued shares to be issued to members of the co-operative as fully paid bonus shares; (b) in paying up, in whole or in part, the balance unpaid on shares previously issued to members of the co-operative; (c) in the payment of dividends, if the dividends are satisfied by the issue of shares to members of the co-operative; (d) in writing off the preliminary expenses of the co-operative; (e) in providing for the premium payable on redemption of shares, debentures or CCUs.

81 Joint ownership of shares A share may be held by 2 or more persons jointly, unless the rules of the co-operative otherwise provide.

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82 Members may be required to take up additional shares (1) The board of a distributing co-operative may require a member to take up or subscribe for additional shares under a proposal approved by a special resolution of the co-operative passed by a special postal ballot. (2) The board of a distributing co-operative may deduct amounts in payment for additional shares from money payable to members for dealings with the co-operative, under a proposal approved by a special resolution of the co-operative passed by a special postal (3) A proposal to require a member to take up or subscribe for additional shares must: (a) be accompanied by a disclosure statement, registered by the Registrar, that explains the purpose for which the funds raised by the issue of the additional shares are to be used; and (b) clearly show the total number of additional shares to be issued and the basis on which the shares are to be apportioned among members; and (c) be accompanied by a statement informing the member that the member may inform the board by notice on or before the date stated in the statement (being a date before the passing of the special resolution) that the member resigns on the passing of the special resolution. (4) A proposal to deduct amounts in payment for additional shares from amounts payable to members for their dealings with the distributing co-operative must clearly show: (a) the basis on which the deductions are to be made; and (b) the time and way of making those deductions. (5) A proposal approved under this section is binding on: (a) all members of the distributing co-operative at the date of the passing of the special resolution, other than a member who has given a notice of resignation under subsection (3)(c); and (b) all persons who become members of the distributing co-operative after that date and before the total number of shares to be issued under the proposal has been issued.

Co-operatives (National Uniform Legislation) Act 2015 70 (6) The requirements in respect of a proposal to take up additional shares under subsection (3) do not apply to the issue of bonus shares under section 80(4)(a), 83 or 357.

83 Bonus share issues (1) A distributing co-operative may issue bonus shares to members of the co-operative if the assets of the co-operative: (a) have been sold at a profit; or (b) have been revalued at a greater value than that disclosed before the revaluation in the books of the co-operative. (2) This section does not apply if the assets were acquired for resale at a profit.