The regulation’s core concepts are administratively oriented and tied into the CNL and the Act. They are:

• Fee unit and indexing. A fee unit is the basic monetary measure used across Schedule 1. For 2025-26 it is fixed at $126.59; for later years it is indexed by the ratio of the Sydney CPI number for the March quarter of the immediately preceding financial year to the CPI for the March quarter 2016-17 (Schedule 1, Part 2, s 1). The schedule contains rounding rules for the fee unit (s 1(2)) and for fees calculated from fee units (s 1(3)), a non‑decrease floor (s 1(4)), and administrative publication duties for the Secretary (s 1(5)-(6)). The CPI base and Sydney‑specific CPI are explicit choices in the text (s 1(7)).

• Registrar discretion. The Registrar has two principal discretions in this regulation: to be satisfied a name is unsuitable if it is “likely to mislead” (reg 4), and to waive, reduce, postpone or refund fees payable under the Act, the CNL, the CNR or this regulation where satisfied that the payer is experiencing financial hardship or that special circumstances exist (reg 6(3)). The waiver power explicitly lists natural disaster recovery as an example of “special circumstances”.

• Exemptions and formal applications. The regulation identifies classes of entities exempt from particular name and trading name restrictions in the CNL (reg 7), and prescribes that applications for exemptions under the CNL must be made in the approved form and accompanied by the prescribed fee (reg 8).

• Transitional continuity. Co‑operatives with pre‑Act registered rules may continue to operate under those old rules, but the regulation imposes a hierarchy so that the Act, CNL, CNR and this regulation prevail over old rules to the extent of inconsistency (reg 9). The regulation also prescribes textual equivalences for terms in the old rules: trading co‑operative maps to distributing co‑operative and non‑trading co‑operative maps to non‑distributing co‑operative (reg 9(3)(c)-(d)). A general savings provision preserves acts that had effect under the 2020 regulation to continue to have effect under the 2025 regulation (reg 10).

• Cross‑statutory linkages. The regulation is densely cross‑referenced: many fee items in Schedule 1 reference CNL or Corporations Act provisions as the “matter” for which the fee is payable (Schedule 1, Part 1). Some fees are expressly pegged to Commonwealth fees (reg 6(2) referring to the Corporations (Fees) Act 2001) where Schedule 1 does not specify an amount.

These concepts are administrative levers: fee setting and indexing, Registrar discretion, narrowly defined exemptions, and transitional continuity. They do not, within this instrument alone, alter the core corporate governance or substantive liability architecture that sits in the Act and the CNL; rather they operationalise application, filing, naming and disclosure procedures by prescribing costs, forms and administrative tests.

The regulation affects a defined set of stakeholders who interact with the registration, governance, disclosure and naming regime for co‑operatives:

• Registered and proposed co‑operatives in New South Wales. All co‑operatives operating under the Act and CNL will be affected by the fee schedule in Schedule 1 when lodging registration documents, amendments, annual returns, disclosure statements, special resolutions, merger/transfer applications, share offer approvals and other matters listed in Part 1 of Schedule 1. Specific fee items address large co‑operatives, small co‑operatives and particular procedural events (Schedule 1, Part 1, items 28-31, 76).

• Entities seeking name or trading name exemptions. Entities listed in reg 7(a)-(e) , co‑operative housing societies under the Co‑operative Housing and Starr‑Bowkett Societies Act 1998, companies or societies formed before the commencement of the Co-operation Act 1923, corporations that are permitted by other Commonwealth/State/Territory law to use “Co‑operative/Cooperative/Co‑op/Coop”, companies with permission under the Banking Act 1959 s 66 to use “building society/credit union/credit society”, and companies that are friendly societies under the Life Insurance Act 1995 , are exempt from CNL ss 220(4) and 225(1) prohibitions. Those entities will still need to make an exemption application where required (reg 8), and may have to pay the prescribed application fee (Schedule 1, item 16 or item 20 as applicable).

• Applicants for transfers and incorporations. A co‑operative seeking to transfer to incorporation under other jurisdictional legislation or different forms (Associations Incorporation Act 2009, Corporations (Aboriginal and Torres Strait Islander) Act 2006, or relevant building society/credit union/friendly society legislation) can apply under reg 5. That provision explicitly permits such transfer applications but does not set the transfer procedure or fee in isolation; those are governed by the relevant destination legislation and the CNL items referenced in Schedule 1.

• Members, directors and officers of co‑operatives. Those responsible for corporate governance will face compliance costs and time pressures arising from late lodgment fees (Schedule 1 contains multiple “more than 1 month after required” higher fees, e.g. items 9, 15, 21, 25, 29, 31, 58). The transitional rule allowing old rules to remain in force (reg 9) will affect internal governance structures for existing co‑operatives that have not modernised rules, but those old rules are explicitly subordinate where inconsistent with the Act and CNL.

• Regulators and administrators. The Registrar and the Secretary have administrative duties under the regulation. The Registrar makes suitability and waiver decisions (regs 4 and 6(3)), and the Secretary must notify the Parliamentary Counsel of fee unit amounts and publish the fees (Schedule 1, Part 2, s 1(5)). The regulation therefore shifts administrative workload to these offices in the form of decision making, fee relief assessments and data publication.

• Third parties using registry services. Inspectors, researchers or third parties requesting extracts, copies or certified documents pay small fees (Schedule 1, items 69-73). These users will need to budget for document charges and be aware of per‑page thresholds.

Who pays and who decides: fees are payable by applicants, registrants and co‑operatives (Schedule 1 identifies the “matter for which fee payable”), while the Registrar and Secretary exercise decisions (reg 6(3) and Schedule 1, Part 2, s 1(5)). Relief mechanisms exist but require administrative application and are discretionary.

The regulation imposes a set of formal duties upon regulated entities and confers administrative rights on the Registrar and Secretary. Key duties:

• Payment of prescribed fees. Persons or entities lodging matters specified in Schedule 1, Part 1 must pay the fee in fee units (reg 6(1), Schedule 1, Part 1). If a matter performed under the Corporations Act as applied by the CNL has no fee specified in Schedule 1, the fee payable is that under the Corporations (Fees) Act 2001 (reg 6(2)). Fees are payable as a condition of registration, lodgment or application where the CNL, the Act or the CNR requires such lodgment.

• Formal application requirements. An application for an exemption under the CNL must be in the approved form and accompanied by the prescribed fee (reg 8). This creates a procedural duty to use prescribed forms and to attach payment.

• Timely lodgment to avoid late fees. Several Schedule 1 entries impose higher fees for documents or notices delivered more than one month after the date required by the CNL (see items 9, 15, 21, 25, 29, 31, 58). Entities therefore have a duty to track statutory lodgment deadlines in the CNL to avoid increased cost.

• Publication and calculation duties for the Secretary. The Secretary must notify Parliamentary Counsel of the fee unit amount for the upcoming financial year and publish the calculated fees on an appropriate NSW Government website as soon as practicable after the ABS publishes the March quarter CPI number (Schedule 1, Part 2, s 1(5)). The Secretary’s duty is administrative and time‑sensitive.

Key rights and administrative powers:

• Registrar waiver and fee relief. The Registrar may waive, reduce, postpone or refund all or part of a fee payable or paid under the Act, the CNL, the CNR or this regulation if satisfied that the payer is suffering financial hardship or that special circumstances exist (reg 6(3)). The regulation provides an example of “special circumstances” (natural disaster recovery) but otherwise leaves the assessment to Registrar satisfaction.

• Registrar determination on name suitability. The Registrar has the power to declare a name unsuitable if satisfied it is likely to mislead (reg 4). That is both a protective power to prevent misleading naming and a discretion that may be exercised in the Registrar’s administrative decision‑making.

• Transitional operational right for co‑operatives to retain old rules. Co‑operatives whose existing registered rules were in force immediately before the commencement of the Act may continue to operate under those old rules (reg 9(1)-(2)). The right is qualified: the Act, CNL, CNR and this regulation prevail over inconsistent provisions, and textual references in old rules are mapped to the equivalent requirements in the new regime (reg 9(3)(a)-(d)).

• Right to inspection and access to registry documents. Schedule 1 sets fees for inspection of the register, obtaining extracts and certified copies (items 69-73), entitling members and third parties to access documents subject to payment and prescribed procedures in the CNL.

Limits and cross‑references: duties and rights are often contingent on or derived from the CNL and the Act; the regulation does not itself create substantive membership or director duties beyond those embedded in the parent instruments. It does, however, create costed entry points for many of those statutory processes, thereby imposing practical compliance duties (payment, form, timing) on regulated actors.

The regulation itself does not prescribe new offences, criminal sanctions or pecuniary penalties within its text. Its enforcement significance derives from its integration with the Act, the CNL and the CNR. Specific enforcement features to note from the regulation:

• Fees and late fees as an enforcement friction. Schedule 1 prescribes direct financial consequences for non‑compliance with lodging timelines by the application of higher fees for late lodgments (for example items 9, 15, 21, 25, 29, 31, 58). Those higher fees are a monetary sanction in practice, though the regulation does not label them as penalties; they operate as a non‑criminal cost for delayed compliance.

• Registrar discretion, not a criminal sanction. The Registrar’s power to declare a name unsuitable (reg 4) and to grant fee relief (reg 6(3)) are administrative powers. The exercise of these powers may have indirect enforcement effects (refusal of registration, imposition of conditions, or fee waivers), but the regulation does not itself attach separate fine or imprisonment penalties to decisions under reg 4 or reg 6.

• Interaction with parent laws for enforcement. Enforcement mechanisms such as offences and civil remedies are contained in the Act, the CNL and the CNR. Many of the Schedule 1 fees relate to enforcement‑adjacent processes (e.g., filing of Supreme Court orders in relation to compromise or arrangement, item 57), but the regulation does not alter the substantive enforcement regime of those parent instruments.

• Administrative publication and transparency. The Secretary’s obligation to publish the fee unit and calculated fees (Schedule 1, Part 2, s 1(5)) is an administrative transparency measure. Section 1(6) explicitly states that failure to comply with the publication duty does not affect the operation of the fee unit calculation. That clause reduces legal risk that might otherwise arise if publication were imperfect but may reduce enforceability of notice requirements that depend on publication where operational errors occur.

For practitioners, the practical enforcement risk is therefore fiscal and administrative rather than criminal in this regulation. Non‑compliance with lodgment deadlines exposes co‑operatives to higher fees; decisions by the Registrar under the CNL about name suitability or other approvals can have operational consequences including refusal, conditional approvals or further regulatory action under the Act and CNL. Where the regulation references the Corporations Act procedures as applied by the CNL (for example items 37, 38, 46 referencing debenture and Chapter 6D processes), enforcement of related offences and statutory duties follows the Corporations Act as modified by the CNL.

The regulation is primarily an adjunct to, and dependent upon, the Act, the CNL and the CNR. It also explicitly intersects with Commonwealth legislation. Key cross‑statutory interactions:

• Co‑operatives (Adoption of National Law) Act 2012. The regulation is made under and for the purposes of the Act; numerous fee entries cite the Act as authorising the prescription of those fees (Schedule 1, Part 1, column “Provision allowing fee to be prescribed” lists the Act, section 18(2)(d) for many items). The regulation therefore enacts the Act’s statutory power to prescribe fees.

• Co‑operatives National Law (NSW) and Co‑operatives National Regulations (NSW). The regulation repeatedly references and operationalises CNL provisions: it prescribes fees connected to specific CNL sections (e.g., registration, rule amendments, member eligibility reviews, lodgment of special resolutions, annual reports) (Schedule 1, Part 1). It also fills gaps where the CNR or CNL require a fee or exemption process but leave the quantum to subordinate legislation.

• Corporations Act and Corporations (Fees) Act 2001 (Commonwealth). The regulation recognises that certain matters under the CNL are performed under the applied Corporations Act and defers to Commonwealth fee rules where Schedule 1 does not specify a fee (reg 6(2)). Several Schedule 1 items explicitly reference Corporations Act sections (e.g., items 37 and 38 referencing Corporations Act sections concerning debenture disclosure and Chapter 6D exemptions as applied by the CNL). That creates a direct procedural and fee linkage between NSW cooperative regulation and Commonwealth corporations law where the CNL operates by application of the Corporations Act.

• Banking Act 1959 and Life Insurance Act 1995 (Commonwealth). Exemptions in reg 7(c)-(e) look to permissions in Commonwealth law. Specifically, reg 7(d) exempts companies allowed to use “building society”, “credit union” or “credit society” under s 66 of the Banking Act 1959; reg 7(e) refers to companies that are friendly societies for the Life Insurance Act 1995. The effect is that national permissions under these Commonwealth statutes carry through to exemption from NSW name restrictions.

• Associations Incorporation Act 2009 and Corporations (Aboriginal and Torres Strait Islander) Act 2006. Reg 5 explicitly permits a co‑operative to apply to be registered or incorporated as a corporation under these acts or equivalent jurisdictional legislation. The provision does not change the operation of those Acts but confirms the transfer pathway is available.

• Subordinate Legislation Act 1989. Reg 2 notes that this regulation replaces the Co‑operatives (New South Wales) Regulation 2020 and that the 2020 regulation is repealed on commencement by the Subordinate Legislation Act 1989, s 10(2). That embeds the 2025 regulation within the standard subordinate legislation framework for repeal and replacement.

Operationally, the regulation functions as the fee and procedures layer between NSW co‑operative corporate law and the Commonwealth Corporations Act where the CNL applies that Act by reference. For lawyers and compliance officers, this means checking three strata: the Act and CNL for substantive governance and registration tests; this regulation for fees, indexing and certain formal exemptions; and Commonwealth laws where the CNL applies original Corporations Act provisions or where exemptions depend on Commonwealth permissions. Where Schedule 1 is silent on a fee for a matter under the Corporations Act as applied by the CNL, reg 6(2) requires the Commonwealth fee (Corporations (Fees) Act 2001) to be paid.

The regulation itself contains limited explicit amendment history. What the text records is:

• Date of commencement. The regulation commences on 1 September 2025 and explicitly replaces the Co‑operatives (New South Wales) Regulation 2020 (reg 2). The repeal of the 2020 regulation on commencement is effected under the Subordinate Legislation Act 1989, s 10(2), as noted in reg 2.

• Transitional continuity from the repealed regulation. Reg 10 provides that acts, matters or things that had effect under the 2020 regulation immediately before repeal continue to have effect under the 2025 regulation. That is an internal saving to prevent disruption from the repeal and replacement.

• Schedule structure and CPI base. Schedule 1, Part 2 sets a base fee unit for the financial year 2025-26 of $126.59 and an indexation mechanism referencing the March quarter 2016-17 CPI as the denominator. The inclusion of that specific CPI base is effectively a historical anchor point for future indexation and represents a discrete drafting choice in this instrument.

There are no further amendment entries, marginal notes, or historical annotations within the text supplied that show past amendments to this particular regulation beyond the clear replacement of the 2020 regulation. The regulation therefore acts as the starting text for the 2025-26 fee schedule and indexing mechanism moving forward. Any later amendments to fees, exemptions, rounding rules, indexation base or Registrar powers would need to be reflected in later subordinate instruments; they are not present in the text before you.

Practically, the 2025 regulation is positioned as a successor instrument to the 2020 regulation, maintaining prior effective acts (reg 10) and continuing the regulation of co‑operatives within the NSW adoption of the national law framework. The specified CPI base (March quarter 2016-17) and the initial $126.59 fee unit provide concrete numbers for 2025-26 and a transparent formula for future adjustment.

The text of the regulation contains no references to judicial decisions, case names, or litigation outcomes. It does not cite any case law or record any litigation history. Given that, from this instrument alone:

• There is no litigation history to report in the regulation text.
• The regulation establishes procedural matters and fee items; any litigation that might arise will likely be about the interpretation of the Act, the CNL and the CNR or administrative decisions of the Registrar (for example, decisions under reg 4 on name suitability or reg 6(3) on fee relief). Those disputes would be litigated under the standard judicial review or statutory appeal routes provided in the Act and the CNL, but no specific cases, precedents or challenge records are contained in this regulation.

For practitioners researching case law on Registrar decisions or fee waiver disputes, the regulation does not assist with precedent,look instead to decisions under the Act and the CNL where such administrative discretions were judicially reviewed. The regulation itself should be read as a set of operative rules and administrative powers that may be the subject of future litigation, rather than a source that reports past litigation.

The regulation contains several practical traps and implementation frictions that warrant attention:

• Fee unit arithmetic and rounding can change payable amounts at the margin. The fee unit for 2025-26 is $126.59 (Schedule 1, Part 2, s 1(1)(a)). Future years’ fee units are indexed using a CPI fraction (s 1(1)(b)). The fee unit is rounded to the nearest cent, with 0.5 cent rounded down (s 1(2)); fees calculated from fee units are rounded to the nearest dollar, with 50 cents rounded down (s 1(3)). Those rounding rules mean that a fee specified at, for example, 0.73 fee units (many items use 0.73) will translate into a whole‑dollar amount that could differ materially from a naive multiplying and then truncating calculation. Practitioners must follow the rounding protocol exactly when budgeting.

• Non‑decrease floor. If the index calculation produces a lower fee unit than the prior year, the previous year’s amount applies (s 1(4)). This prevents nominal fee reduction in deflationary years but also creates discontinuities if CPI revisions occur. Budgeting should not assume fee decreases.

• Publication duty does not affect operation. The Secretary must publish the fee unit and calculated fees, but failure to publish does not affect the legal operation of the fee unit calculation (s 1(5)-(6)). That reduces legal risk that fees are invalid for lack of publication but may create transparency and information gaps for stakeholders if publication is delayed.

• Broad Registrar discretion on name suitability. Reg 4 declares a name unsuitable if the Registrar is satisfied it is “likely to mislead”. That standard is high on administrative discretion and low on objective criteria in this regulation text. Entities should not assume a predictable outcome; pre‑clearance or consultation with Registry may be prudent for marginal names.

• Exemptions are narrowly defined. Reg 7 lists limited categories eligible for exemption from CNL name restrictions. The categories are specific and reference other legislative schemes and historical formation. Entities outside these enumerated classes must use the CNL exemption mechanism (and pay the prescribed fee) rather than rely on blanket permissiveness.

• Late lodgment fees recur across many items. Multiple items impose elevated fees for lodgment “more than 1 month after required by the CNL” (items 9, 15, 21, 25, 29, 31, 58). Each such fee is materially higher than the on‑time fee (for example, compare items 3 and 9). Timely internal processes are therefore essential to avoid repeated costs.

• Some fees are large and targeted. Applications with significant regulatory impact attract high fees in fee units: item 37 (lodgment of disclosure document for debenture issues) and item 46 (Registrar’s approval to make a share offer) are each 23.24 fee units for 2025-26, which, multiplied by $126.59, is a non‑trivial sum. Item 38 (application under Corporations Act s 741 for exemption from or modification of Chapter 6D provisions as applied by the CNL) is 11.41 fee units. These fees may materially affect capital‑raising economics and should be factored into financing plans.

• Fee specificity and fallback to Commonwealth fees. Reg 6(2) requires the Corporations (Fees) Act 2001 fee to be paid where Schedule 1 does not specify a fee for something done by or in relation to the Registrar under the Corporations Act as applied by the CNL. Practitioners must therefore check both this regulation and the Commonwealth fee regime to determine final charges in some cases.

• Old rules retained but subordinate. Co‑operatives may continue using old rules (reg 9(2)) but must accept that the Act, CNL, CNR and this regulation prevail over incompatible old provisions (reg 9(3)(a)). This creates a possible mismatch: internal governance may continue under old rule wording while external law has changed, and certain terms are remapped (trading→distributing etc.). Document reviews and redrafting are advised to avoid unforeseen non‑compliance.

• Procedure matters carry small but cumulative costs. Inspection, copies and extract fees (items 69-73) are low individually but can add up for due diligence exercises, regulatory audits or compliance reporting, particularly where documents exceed page thresholds that alter the per‑document fee.

• Application for exemptions requires form and fee. Reg 8 requires the approved form and the prescribed fee for exemption applications. There is no express right of fee remission for the fee associated with applying for an exemption, though the Registrar’s waiver power (reg 6(3)) could in theory be used. Applicants should budget for the application fee (many are 2.64 fee units in Schedule 1 for exemption items).

These operational points translate into predictable costs and administrative choices. Being proactive about lodgment timings, checking fee conversions and applying for pre‑approval where the Registrar’s discretion is in play will reduce surprises.

Compliance with the regulation is largely procedural and financial. Practical steps, drawn from the regulation’s operative clauses, are:

1. Map required filings to Schedule 1. Identify each filing, application or lodgment your co‑operative will make and cross‑reference the exact Schedule 1 item. The schedule lists the “matter for which fee payable” and the fee in fee units (Schedule 1, Part 1). For example, registration of a proposed co‑operative is item 3 (0.33 fee units), registration of a disclosure statement is item 11 (2.64 fee units), and lodgment of annual reports for large co‑operatives is item 28 (2.64 fee units).

2. Convert fee units to dollars using the fee‑unit rules. For 2025-26 the fee unit is $126.59 (Schedule 1, Part 2, s 1(1)(a)). For later years use the CPI fraction in s 1(1)(b), rounding the fee unit to the nearest cent (s 1(2)) and rounding final fees to the nearest dollar (s 1(3)). Remember that if the calculated fee unit is less than the prior year, the prior year’s amount applies (s 1(4)). Ensure the accountant or finance officer operates the exact rounding rules to match published amounts.

3. Use approved forms and attach fees. An application for an exemption under the CNL must be made in the approved form and accompanied by the prescribed fee (reg 8). Many other CNL processes also require approved forms; check the CNL and the registry guidance for form versions. Failure to use the approved form can result in rejection or increased cost.

4. Track statutory lodgment deadlines precisely. Several Schedule 1 entries raise fees if lodged more than one month late (items 9, 15, 21, 25, 29, 31, 58). Put calendar reminders and internal sign‑offs in place so that notices of appointment/cessation, annual returns, filings of special resolutions and other time‑sensitive documents are filed within the statutory window.

5. Consider early engagement with the Registrar for names and approvals. Where a proposed name might be marginal, obtain pre‑approval or advice because reg 4 vests the Registrar with satisfaction powers on whether a name is “likely to mislead”. For share offers, debenture disclosures or other matters with high fees and substantive regulatory assessment (items 37, 46), seek early regulator engagement to avoid wasted application fees.

6. Budget for high‑cost approvals and capital‑raising documents. Fees for debenture disclosure and certain share offer approvals are substantial in fee units (items 37 and 46 at 23.24 fee units for 2025-26). Include these costs in project proposals for capital raising or financing restructures, as they are payable at lodgment.

7. Use the Registrar’s fee relief power where appropriate. The Registrar may waive, reduce, postpone or refund fees where satisfied of financial hardship or special circumstances, including natural disaster recovery (reg 6(3)). If a co‑operative is under financial stress, prepare a concise application demonstrating hardship or the special circumstances and request relief; bear in mind that the power is discretionary.

8. Preserve or modernise old rules with care. If your co‑operative continues to operate under old rules, check for inconsistencies with the Act/CNL/CNR and update rule language where necessary. Reg 9(3) provides equivalences (trading→distributing, non‑trading→non‑distributing) but does not resolve deeper structural conflicts. Where governance practice is affected, consider rule amendment filings (Schedule 1 items 7, 8) and the potential fees involved.

9. Monitor official fee publications. The Secretary must publish the fee unit and calculated fees after ABS March quarter CPI release (Schedule 1, Part 2, s 1(5)). Although failure to publish does not invalidate fees (s 1(6)), relying on published numbers reduces operational risk. Ensure the compliance officer checks the NSW Government website for the official fee schedules each financial year.

10. Account for document access costs in due diligence. If you are obtaining extracts, certified copies or multiple pages of documents, refer to the per‑page thresholds in items 72-73 and budget accordingly. For larger document pulls, costs escalate (item 72(b) and item 73(b)).

11. Check interaction with Commonwealth fees where relevant. If a matter is done under the Corporations Act as applied by the CNL and Schedule 1 is silent, the fee under the Corporations (Fees) Act 2001 applies (reg 6(2)). Confirm whether a NSW fee or a Commonwealth fee applies before payment.

12. Keep records of fee relief and Registrar decisions. Maintain contemporaneous records for any application for fee waiver, name suitability communications and exemptions, since those administrative decisions can affect future compliance and, if contested, form the basis for judicial review.

These steps translate the regulation’s requirements into a practical compliance checklist. The recurring operational tasks are fee conversion, timely lodgment, use of approved forms, and strategic use of the Registrar’s discretion where financial hardship or special circumstances apply.