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