New South Wales Consolidated Acts

CO-OPERATIVES ACT 1992 - SECT 139

139 Former shareholders to be regarded as shareholders for certain purposes

(1) This section applies to a co-operative only if the co-operative has a share capital.

(2) Even though a person’s shares in a co-operative have been forfeited under this Part, the person is to be regarded as the holder of shares in the co-operative (the same in all respects as those that were forfeited) for the following purposes:

(a) the entitlements of a shareholder in respect of the purchase of shares in the co-operative pursuant to an offer described in section 299 (a), (b) or (c), or the purchase of all the shares in the co-operative, if the offer or purchase occurs within 5 years after the person’s shares were forfeited,

(b) the entitlement of a shareholder when the co-operative becomes registered as a company if the relevant special resolution under section 316 (2) is passed within 5 years after the person’s shares were forfeited,

(c) the entitlement of a shareholder to a distribution of surplus in a winding-up of the co-operative that commences within 5 years after the person’s shares were forfeited.

(3) Subsection (2) (a) does not apply in respect of:

(a) an offer described in section 299 (a) or (c) that is made by another co-operative, or

(b) the purchase of all the shares in the co-operative by another co-operative.

(4) Subsection (2) (c) does not apply if the winding-up is for the purposes of a merger under Division 1 of Part 12.

(5) To remove doubt, it is declared that the entitlement under subsection (2) (a) of a person whose shares have been forfeited does not include an entitlement to vote on any matter.

(6) This section does not apply to a forfeited shareholding in a co-operative if section 140 operates to require that forfeited shareholding to be regarded as a forfeited shareholding in another co-operative.