CO-OPERATIVES (NATIONAL UNIFORM LEGISLATION) REGULATIONS 2015

The central concept is the fee schedule expressed in revenue units. The Schedule ties each fee to a specific provision of the Law or the National Regulations and a brief description of the matter. A revenue unit is a legislatively defined unit of account that is adjusted periodically for inflation, meaning the dollar amount of fees increases automatically without further amendment to these Regulations. Applicants and co-operatives must therefore check the current revenue unit value at the time of payment.

Registrar’s discretion to exempt, waive or refund fees is a key feature. The Registrar may exempt a person from payment, or waive or refund a fee wholly or partly, if considered appropriate. No criteria or limits are stated. This gives the Registrar a broad, unfettered power to depart from the schedule. While this can alleviate hardship or correct errors, it also means that two applicants in identical circumstances may face different net fees if the Registrar exercises the discretion inconsistently.

Late lodgement fees are structured as fixed additional amounts distinct from the base fee. For many items, if the document is lodged within 28 days after the due date, the late fee is 89 revenue units; if lodged after that, it is 177 revenue units. Some items carry a base fee plus late fee (e.g., items 7, 23, 26, 28, 54), while others have a nil base fee but still attract the late fee if not lodged on time (items 20, 27). This creates a strong incentive to meet lodgement deadlines.

Maximum caps apply to some items: “per rule (maximum of 133 revenue units per lodgement)” for item 7 and “per resolution (maximum of 133 revenue units per lodgement)” for item 23. This limits the total fee when multiple rules or resolutions are lodged together, reducing the marginal cost of additional submissions.

Small co-operative and large co-operative are concepts used to differentiate fees. Item 26 prescribes 221 revenue units for lodgement of annual financial report by a large co-operative, while item 28 prescribes 62 revenue units for lodgement of annual return by a small co-operative. Item 74 provides a fee of 221 revenue units for an application to be declared a small co-operative for a financial year. The definitions of small and large co-operative are not in these Regulations but in the Law or National Regulations; they are likely based on turnover, assets or number of members.

Applied Corporations Act provisions are another concept. Regulation 6 adopts the fee structure of the Corporations (Fees) Act 2001 (Cth) for any matter under applied Corporations Act provisions not otherwise listed in the Schedule. This means co-operatives may face federal fee levels for certain processes, and those fees may change when the Commonwealth adjusts its schedule, without any amendment to the NT Regulations.

Disclosure documents attract the highest fees: 1,946 revenue units for securities disclosure documents (item 34) and for share offers that may result in structural change (item 43). Exemptions from disclosure provisions cost 955 revenue units (items 35 and 45). These high fees signal that securities-related transactions are the most costly regulatory interactions, likely reflecting the perceived need for investor protection scrutiny.

The regulations directly affect any person or entity that must make an application, lodge a document, obtain a certificate, or conduct an inspection under the Co-operatives National Law (NT) or the Co-operatives National Regulations (NT). This includes:

Proposed co-operatives seeking registration. Items 1 and 2 cover applications for registration of a proposed co-operative, with a higher fee (310 revenue units) if a draft formation disclosure statement is required under section 23 of the Law, and a lower fee (89 revenue units) if not. Existing corporations seeking registration face the same fee differential (items 3 and 4). This creates a financial disincentive to incorporate if a formation disclosure statement is needed, potentially burdening start-up co-operatives that require external capital.

Registered co-operatives of all sizes. Large co-operatives must pay 221 revenue units for lodging their annual financial report (item 26) and face late fees if late. Small co-operatives pay 62 revenue units for their annual return (item 28) but must pay 221 revenue units to obtain a declaration that they are small (item 74). This creates a circular cost: a small co-operative may need to spend 221 revenue units to prove it is small in order to access the lower 62 revenue unit fee.

Members of co-operatives may need to pay fees to apply for a review of voting entitlements (item 22, 221 revenue units) or to apply for a decision on eligibility to vote on an active membership resolution (item 12, 221 revenue units). These fees could discourage members from exercising internal governance rights.

Applicants for exemptions or approvals under specific provisions of the Law. There are numerous exemption application fees, each at 221 revenue units (e.g., items 9, 13, 16, 33, 38, 42, 48, 50, 56). These apply to exemptions from various parts of the Law - from provisions about former member entitlements, share interest limits, disclosure, mergers, winding up, etc. The uniformity of the fee suggests a one-size-fits-all approach regardless of the complexity of the exemption.

Persons dealing with mergers, transfers of engagements and compromises face multiple fees: for consent, disclosure statement approval, exemption, and lodgement of court orders. Cross-border mergers between a local NT co-operative and a participating co-operative in another jurisdiction attract additional fees (items 58-61).

Insurers and document seekers who wish to inspect registers or obtain copies of documents must pay per-page fees (items 67-71). These fees are relatively low (17 revenue units per page for extracts, 19 for certified copies) but could accumulate for large document requests.

Auditors and audit firms may seek exemptions from “target provisions” (items 29-32) at 221 revenue units each.

The Registrar is also affected, as the person who administers the fee schedule, exercises waiver discretion, and processes payments. The Registrar must apply the Corporations (Fees) Act for applied provisions, which requires familiarity with Commonwealth fee law.

The regulations themselves impose only one duty: to pay the prescribed fee at the time of making an application, lodging a document, or requesting a service. The duty arises when a person chooses to engage in one of the listed matters. Failure to pay may result in the application not being processed or the document not being accepted, though the regulation does not expressly state this consequence; it is implicit in the structure. The Registrar’s practice manual or guidance would typically clarify.

A secondary duty is to lodge documents within the prescribed time to avoid late lodgement fees. For items that include a late fee, the duty to pay the base fee arises on the due date; if the document is lodged after that, the additional late fee becomes payable. The regulation does not prescribe the due date itself; that is found in the Law or National Regulations. So a co-operative must know both the substantive deadline and the fee schedule.

Rights conferred by the regulations are:

• Right to seek exemption, waiver or refund of a fee under regulation 5. This is a right to apply, not a right to receive. The Registrar has absolute discretion. The regulation does not specify grounds, procedures, or review mechanisms. A person who believes a fee is inappropriate can submit a request, but there is no guarantee of success and no avenue of appeal stated.

• Right to receive a certificate or extract upon payment of the prescribed fee. Items 64-71 cover certificates of compliance, certificates of non-registration, inspection of registers, extracts, and copies. Once the fee is paid, the Registrar is presumably obliged to provide the service, subject to any conditions in the Law.

• Right to apply for various approvals, exemptions or decisions - but only by paying the application fee first. Many of the fees are for applications that result in a discretionary decision by the Registrar. Payment of the fee does not guarantee a favourable outcome; it is a non-refundable charge unless the Registrar exercises the waiver power.

No other substantive rights or duties are created. The regulations are purely fiscal. All substantive rights and duties - such as the duty to register a rule amendment within 28 days, or the right to call a special meeting - arise from the Law and National Regulations, not from this fee schedule.

The only penalties in these regulations are late lodgement fees. They are structured as flat additional amounts rather than daily accruals or percentage surcharges. For most items, the late fee is 89 revenue units if lodged within 28 days after the due date, and 177 revenue units if lodged after that period. For example, item 7 (registration of rule amendment) has a base fee of 27 revenue units (if pre-approved) plus late fee of either 89 or 177. That is a steep multiplier: the late fee can be more than six times the base fee. For items with a nil base fee (items 20 and 27), the late fee becomes a purely punitive charge for missing the deadline.

The regulations do not specify any other enforcement mechanisms, such as criminal penalties for non-payment, interest on unpaid fees, or power to suspend or cancel registration for non-payment. Those would be found in the Law if they exist. The enforcement of fee payment is likely through the Registrar’s ability to refuse to process applications or issue certificates until the fee is paid. The schedule itself does not authorise the Registrar to take enforcement action beyond charging late fees.

A noteworthy feature is that late fees apply to a wide range of documents: annual financial reports, half-yearly reports, annual returns, special resolutions, rule amendments, notices of change of address, and court orders. This means that any delay in compliance with a filing obligation under the Law triggers an automatic additional cost. The escalation after 28 days creates a cliff effect: a lodgement on day 29 costs the same as a lodgement on day 100. There is no incentive to lodge promptly beyond day 28.

The maximum cap per lodgement for rule amendments and special resolutions (133 revenue units) means that the total fee for multiple items lodged together cannot exceed that cap, even if the per-item late fees would otherwise have totalled more. This caps the penalty for bulk late lodgements but does not eliminate it.

Enforcement of the fee schedule is not self-executing. The Registrar must actually assess and demand the late fee. The regulations do not set out a dispute resolution mechanism for fee disputes. A person who is charged a late fee but disputes whether the document was late would need to rely on general administrative law remedies or any internal review process the Registrar may offer.

The primary interaction is with the Co-operatives National Law (NT). Every fee in the Schedule is tied to a specific section or regulation of the Law or the National Regulations. The fee schedule is meaningless without reference to the Law’s substantive requirements. For example, the fee for applying for registration of a proposed co-operative (item 1 or 2) becomes payable only when a person lodges an application under section 26(1)(b)(ii) of the Law. The due dates for lodgement that trigger late fees are defined in the Law, not in these Regulations.

The regulations also interact with the Co-operatives National Regulations (NT). Some fees refer to applications under the National Regulations, such as the fee in item 74 for an application by a co-operative for a declaration that it is a small co-operative under regulation 1.4(5) of the National Regulations.

A significant interaction is with the Corporations Act 2001 (Cth) and the Corporations (Fees) Act 2001 (Cth) . Regulation 6 expressly adopts the Commonwealth fee schedule for any matter under provisions of the Corporations Act as applied by the Law, to the extent those fees are not otherwise provided for in these Regulations. This creates a cross-jurisdictional fee regime: co-operatives dealing with applied Corporations Act provisions (such as managed investment schemes or takeovers if applicable) must look to federal fee law. Any amendment to the Corporations (Fees) Act automatically flows through to the NT regime without NT legislative action.

The Interpretation Act 1978 (NT) likely governs the definition of “revenue unit” and the indexation mechanism. The regulations do not define the term, so the standard interpretation legislation applies. Changes to the revenue unit value affect all fees simultaneously.

The regulations are subordinate legislation under the Co-operatives (National Uniform Legislation) Act 2015. That Act is the enabling statute. If the Act is amended or repealed, these Regulations may be affected. The regulations also interact with the National Uniform Legislation framework: the Law is based on model legislation agreed by jurisdictions, and the fee schedule is part of the NT’s implementation. Other states and territories may have similar but not identical fee schedules.

General amendments of a formal nature were made by the Interpretation Legislation Amendment Act 2018 (NT), which updated regulation 1. This shows that even fee regulations are subject to housekeeping amendments when general legislation changes.

The regulations were originally made as SL No. 29 of 2015 under the Co-operatives (National Uniform Legislation) Act 2015. They were notified in the Northern Territory Government Gazette on 2 December 2015 and commenced on 1 January 2017 (regulation 2). The commencement date was more than a year after notification, allowing co-operatives and practitioners time to prepare.

The only amendment recorded in the published endnotes is a general amendment by the Interpretation Legislation Amendment Act 2018 (Act No. 22 of 2018) . That Act made general amendments of a formal nature to regulation 1. The endnotes do not specify the exact change; it is likely a renumbering or updating of a cross-reference to reflect changes in the Interpretation Act. No other amendments to the substantive fee schedule appear to have been made up to the reprint date of 1 January 2017.

The endnotes indicate that the reprint is “As in force at 1 January 2017”. There is no information in the source about any amendments after that date. Users should check the current version for any later changes. The regulations are relatively young and have not undergone major revision. The absence of amendment activity suggests the fee levels have not been adjusted except through automatic revenue unit indexation.

The Interpretation Legislation Amendment Act 2018 is a general Act that amended many NT statutes and regulations to update terminology and references. It did not alter the fee amounts or introduce new fee items. This is consistent with its character as a formal cleanup.

The published text of the regulations contains no reference to any litigation, court cases, or tribunal decisions. This is typical for a fee-setting regulation. Disputes over fees may arise in practice - for example, a co-operative might challenge the Registrar’s refusal to waive a fee, or a person might argue that a particular matter does not fall within the fee description, or that a late fee was incorrectly imposed. However, no such cases are noted in or incorporated into this source.

The absence of recorded litigation does not mean none exists. Court or tribunal decisions interpreting these regulations could be found in separate legal databases. The regulations themselves do not provide a private right of action or a designated dispute resolution mechanism, so any litigation would likely proceed under general administrative law (judicial review of the Registrar’s decisions) or contract law (if a fee was paid under protest). The broad discretionary power in regulation 5 would make successful judicial review difficult unless the Registrar acted arbitrarily or for an improper purpose.

The regulations interact with the Co-operatives National Law, which may have its own litigation history, but that is outside the scope of this source. For the purposes of this deep dive, grounded in the provided text, the litigation history is nil.

Several traps await the unwary practitioner or co-operative officer.

Late lodgement fees apply even when the base fee is nil. Items 20 (notice of change of address) and 27 (half-yearly report by a disclosing entity) have a base fee of zero. This means a co-operative may assume there is no cost to lodging, but if it lodges late, it faces a fee of 89 or 177 revenue units. This catch can surprise those who think “no fee” means “no consequences for delay”.

Maximum caps are per lodgement, not per item. Items 7 and 23 state a maximum of 133 revenue units “per lodgement”. If a co-operative lodges multiple rule amendments or special resolutions in a single lodgement, the total fee cannot exceed 133 revenue units, even if the individual fees would sum to more. This is a benefit, not a trap. But the trap is that the cap applies only to the specified items; other fees (e.g., for a merger application plus disclosure statement) are not capped and must be paid separately.

Fees for registration of a proposed co-operative depend on whether a formation disclosure statement is required. The Law (section 23) determines when such a statement is needed. A co-operative that believes it does not need a disclosure statement pays only 89 revenue units. If the Registrar disagrees, the application may be rejected or require resubmission with the higher fee (310 revenue units). The applicant bears the risk of mischaracterisation.

The Registrar’s discretion to waive or refund fees is entirely at the Registrar’s opinion. No guidelines, criteria, or appeal rights are stated. Reliance on obtaining a waiver is dangerous; a co-operative should budget for the full fee and treat any waiver as a windfall.

Small co-operative declaration fee is 221 revenue units. A small co-operative that seeks the lower annual return fee (62 revenue units) must first pay 221 revenue units to obtain the declaration. That is nearly four times the annual fee. A co-operative would only benefit if it expects to remain small for multiple years so that the upfront cost is recouped through lower annual fees.

Foreign co-operatives or cross-border mergers may face multiple fees. Items 58-61 require separate fees for the NT Registrar and for the “appropriate Registrar” in the other jurisdiction. The NT fees alone total from 62 to 221 revenue units per step, and the other jurisdiction may have its own fees.

Revenue units are indexed. The dollar amount of each fee changes annually (or as prescribed by the Interpretation Act). A fee schedule that shows “221” today may be a different dollar amount next year. Always check the current revenue unit value.

Late fees escalate after 28 days but then plateau. There is no further increase after the first 28 days. Lodging on day 29 costs the same as lodging on day 365. This reduces the incentive to remedy a delay promptly after the initial period.

Applied Corporations Act fees are not listed. Regulation 6 directs readers to Commonwealth law. If a fee is not in the Schedule but falls under an applied provision, the amount is not immediately visible in this instrument. Practitioners must cross-reference the Corporations (Fees) Act, which itself uses fee units that may differ from NT revenue units.

Compliance with the fee requirements involves several steps.

Identify the correct fee item. Locate the provision of the Law or the National Regulations under which the application, lodgement or request is being made. Find the corresponding item in the Schedule. Check the description to ensure it matches the intended transaction. For example, an application for registration of a proposed co-operative must distinguish between whether a draft formation disclosure statement is required (item 1 or 2). If in doubt, seek guidance from the Registrar.

Determine the current revenue unit value. The NT Department of Treasury or the Registrar’s office publishes the dollar value of a revenue unit. Multiply the number of revenue units in the Schedule by that value to obtain the dollar fee. This calculation must be performed at the time of payment because the value may have changed since the last reprint of these Regulations.

Calculate the late fee if applicable. Ascertain the due date for the lodgement under the Law or National Regulations. If the document is being lodged within 28 days after that date, add the first-tier late fee (89 revenue units) to the base fee. If later than 28 days, add the second-tier late fee (177 revenue units). For items with a nil base fee (items 20 and 27), only the late fee is payable if the document is late. Note that some items (e.g., item 20 for notice of change of address) have a nil base fee only if lodged on time; the late fee is the entire cost.

Apply the maximum cap if relevant. For item 7 (registration of rule amendments) and item 23 (registration of special resolutions), sum the fees for all rules or resolutions included in a single lodgement. If the total exceeds 133 revenue units, pay only 133. The cap applies to the aggregate of base and late fees? The text says “per rule (maximum of 133 revenue units per lodgement)” or “per resolution (maximum of 133 revenue units per lodgement)”. It is safest to treat the cap as applying to the total fee for that lodgement, but consult the Registrar for confirmation.

Pay the fee at the time of lodgement. Whether the fee is payable with the application or can be invoiced later is not stated in these Regulations. Practitioners should assume that payment must accompany the application unless the Registrar advises otherwise.

If financial hardship or error occurs, apply for a waiver or refund under regulation 5. Submit a written request to the Registrar explaining why it is appropriate to exempt, waive or refund the fee. There is no prescribed form. The Registrar may grant it in whole or in part. There is no right of review if the request is refused, so consider the request carefully and provide strong justification.

For applied Corporations Act matters, check the Corporations (Fees) Act 2001 (Cth). Regulation 6 applies only to matters not otherwise provided for in the Schedule. First, confirm that the matter is not listed in the Schedule. Then identify the equivalent chargeable matter under the Corporations (Fees) Act and pay that fee. That Act uses fee units set by the Commonwealth; again, check the current value.

Keep records. Retain receipts, confirmations of payment, and any correspondence with the Registrar about fees. If a late fee is disputed, documentation of the date of lodgement and the due date is crucial.

For co-operatives that anticipate being small, apply for a small co-operative declaration (item 74) early in the financial year. The fee of 221 revenue units may be recouped through lower annual return fees (62 instead of 221 for a large co-op) in future years. Evaluate whether the co-operative meets the definition of small co-operative in the National Regulations before applying.