New South Wales Consolidated Acts

CO-OPERATIVES ACT 1992 - SECT 325

325 Application of Corporations Act to winding up

(cf Vic Act s 316)
The winding up or deregistration of a co-operative is declared to be an applied Corporations legislation matter for the purposes of Part 3 of the Corporations (Ancillary Provisions) Act 2001 in relation to the provisions of Parts 5.4-5.7 and Part 5A.1 of the Corporations Act, subject to the following modifications:

(a) a reference in those provisions to a special resolution or an extraordinary resolution is to be read as a reference to a special resolution within the meaning of this Act,

(b) a reference in those provisions to ASIC is to be read as a reference to the Registrar,

(c) section 461 (1) (h) is to be read as if “ASIC has stated in a report prepared under Division 1 of Part 3 of the ASIC Act that, in its opinion:” were omitted and “the Registrar has, as a result of an inquiry conducted under Division 2 or Division 4 of Part 14 of the Co-operatives Act 1992 , stated that:” were inserted instead,

(d) section 464 (1) is to be read as if “Where ASIC is investigating, or has investigated, under Division 1 of Part 3 of the ASIC Act:” were omitted and “Where the Registrar is holding or has held an inquiry under Division 2 or Division 4 of Part 14 of the Co-operatives Act 1992 in relation to:” were inserted instead,

(e) section 513B (Voluntary winding up) is to be read as if it were amended by inserting after paragraph (d):

“(da) if the winding up is on the certificate of the Registrar-on the date that the certificate is given, or”,

(f) section 516 is to be read as if “together with any charges payable by him or her to the co-operative in accordance with the rules” were inserted after “past member”,

(g) section 542 (3) is to be read as if the following paragraph were inserted after paragraph (c):

“, and

(d) in the case of a winding up on a certificate of the Registrar under section 323 of the Co-operatives Act 1992 -with the consent of the Registrar.”

(h) a reference in those provisions to a registered liquidator includes a reference to a person approved by the Registrar as a liquidator of a co-operative,

(i) a reference in those provisions to section 233 (Orders the Court can make) of the Corporations Act is to be read as a reference to Division 5 (Oppressive conduct of affairs) of Part 4 of this Act,

(j) for the purposes of the application of those provisions to a winding up on the certificate of the Registrar, the winding up is to be considered to be a voluntary winding up (but section 490 of the Corporations Act does not apply),

(k) those provisions are to be read subject to sections 76 (Liability of members to co-operative) and 331 (Liability of member to contribute in a winding up where shares forfeited etc) of this Act for the purposes of determining the liability of members and past members to contribute on a winding up of a co-operative,

(l) such other modifications (within the meaning of Part 3 of the Corporations (Ancillary Provisions) Act 2001 ) as may be prescribed by the regulations.

Note: See the note to section 10 (1).