New South Wales Consolidated Acts

CO-OPERATIVES ACT 1992 - SECT 321

321 New body is a continuation of the co-operative

(1) When a co-operative transfers to a new body, the body corporate constituted by the new body is to be considered to be the same entity as the body corporate constituted by the co-operative.

(2) Without limiting the generality of subsection (1), Division 7 (Effect of merger etc on property, liabilities etc) applies to a transfer under this Division.

(3) If the new body is a company under the Corporations Act, subsections (1) and (2) have effect subject to the provisions of section 601BM of that Act.

Section 601BM of the Corporations Act provides that the registration of a body as a company under Part 5B.1 of that Act does not:

(a) create a new legal entity, or

(b) affect the body’s existing property, rights or obligations (except as against the members of the body in their capacity as members), or

(c) render defective any legal proceedings by or against the body or its members.