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PARLIAMENT OF VICTORIA
Co-operatives and Private Security Acts
Amendment Bill 2008
TABLE OF PROVISIONS
Clause Page
PART 1--PRELIMINARY 1
1 Purposes 1
2 Commencement 2
PART 2--AMENDMENTS TO THE CO-OPERATIVES
ACT 1996 3
3 Definition of CCU inserted 3
4 Excluded matter 3
5 Repayment of amounts due in respect of cancelled membership 3
6 Interest on deposit and debentures 3
7 Repayment of deposits, debentures and CCUs 4
8 Set-off of amounts repaid etc. on forfeited shares 4
9 Issue of shares at a premium 4
10 Deposit, debentures or CCUs in lieu of payment when share
repurchased 4
11 Requirements for financial records, statements and reports 5
12 Registers to be kept by co-operatives 5
13 New Division 1A of Part 10 inserted 5
Division 1A--Co-operative capital units 5
268A General nature of CCUs 5
268B Priority of CCUs on winding up 6
268C Financial accommodation provisions apply to issue of
CCUs 7
268D CCUs can be issued to non-members 7
268E Minimum requirements for rules concerning CCUs 7
268F CCUs not to be issued unless terms of issue approved
by Registrar 8
268G Directors' duties concerning CCUs 9
268H Redemption of CCUs 9
268I Capital redemption reserve 10
268J Issue of shares in substitution for redemption 10
561160B.I-12/3/2008 i BILL LA INTRODUCTION 12/3/2008
Clause Page
14 New Part 14 substituted 11
PART 14--FOREIGN CO-OPERATIVES 11
Division 1--Introductory 11
365 Definitions 11
366 What constitutes carrying on business 12
367 Co-operatives law 13
368 Excluded matter 14
Division 2--Mutual recognition of foreign co-operatives 17
369 Operation of foreign co-operatives in this State 17
370 Authorisation to carry on business 17
371 Notification to Registrar 18
372 Authorisation notices for participating co-operatives 20
373 Authorisation notices for non-participating
co-operatives 20
374 Name of foreign co-operative 21
375 When foreign co-operative not authorised to carry on
business 21
376 Withdrawal of authority to carry on business 22
377 Appeals 23
378 Application of Act and regulations to foreign
co-operatives 24
Division 3--General 24
379 Name and place of origin to appear on seal and in
business and other documents 24
380 Supply of information to participating Registrars 25
381 Registrar to be notified of changes 26
382 Cessation of business 26
383 Functions conferred on Registrar under co-operatives
laws 26
Division 4--Winding up of foreign co-operatives in this
State 27
384 Winding up to relate to State activities 27
385 Court may order winding up 27
386 Application of Corporations Act to winding up of
foreign co-operatives 28
387 Outstanding property of foreign co-operative 29
561160B.I-12/3/2008 ii BILL LA INTRODUCTION 12/3/2008
Clause Page
Division 5--Mergers and transfers of engagements
affecting foreign co-operatives 29
387A Definitions 29
387B Authority for merger or transfer of engagements 31
387C Requirements before application can be made 31
387D Disclosure statement required 33
387E Making an application 35
387F Approval of merger 35
387G Approval of transfer of engagements 37
387H Effect of merger or transfer of engagements 38
387I Division applies instead of certain other provisions of
this Act 40
Division 6--Liability of foreign co-operatives and State
co-operatives operating in other States 40
387J Offences under this Act and co-operatives law 40
Division 7--Savings and transitional provisions 41
387K Application of Part to registered foreign co-operatives 41
15 Exemption from stamp duty 42
16 Amendment to Schedule 6 42
17 New Schedules 7 and 8 inserted 42
SCHEDULE 7--Applied Co-operatives provisions 42
1 Provisions applicable to participating co-operatives 42
2 Provisions applicable to non-participating
co-operatives 43
SCHEDULE 8--Modifications to Corporations Act 45
Modifications to winding up provisions 45
PART 3--AMENDMENTS TO PRIVATE SECURITY ACT 2004 48
18 Statutory review of this Act 48
PART 4--AUTOMATIC REPEAL OF AMENDING ACT 49
19 Repeal of Amending Act 49
ENDNOTES 50
561160B.I-12/3/2008 iii BILL LA INTRODUCTION 12/3/2008
PARLIAMENT OF VICTORIA
Introduced in the Assembly
Co-operatives and Private Security Acts
Amendment Bill 2008
A Bill for an Act to amend the Co-operatives Act 1996 and the
Private Security Act 2004 and for other purposes.
The Parliament of Victoria enacts:
PART 1--PRELIMINARY
1 Purposes
The purposes of this Act are--
(a) to amend the Co-operatives Act 1996 to
5 enable co-operatives to issue co-operative
capital units, provide for mutual recognition
of foreign co-operatives and for other
purposes; and
561160B.I-12/3/2008 1 BILL LA INTRODUCTION 12/3/2008
Co-operatives and Private Security Acts Amendment Bill 2008
Part 1--Preliminary
s. 2
(b) to amend the Private Security Act 2004 to
extend the deadline for the tabling of a report
on the statutory review of that Act to 1 June
2009.
5 2 Commencement
This Act comes into operation on the day after the
day on which it receives the Royal Assent.
__________________
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Co-operatives and Private Security Acts Amendment Bill 2008
Part 2--Amendments to the Co-operatives Act 1996
s. 3
PART 2--AMENDMENTS TO THE CO-OPERATIVES
ACT 1996
3 Definition of CCU inserted
In section 4(1) of the Co-operatives Act 1996 See:
Act No.
5 insert the following definition-- 84/1996.
Reprint No. 3
"CCU means a co-operative capital unit as as at
9 November
provided for by Division 1A of Part 10;". 2006.
LawToday:
www.
legislation.
vic.gov.au
4 Excluded matter
(1) In section 9(2)(g) of the Co-operatives Act 1996,
10 after "debentures of" insert ", CCUs issued by".
(2) In section 9(3) of the Co-operatives Act 1996,
after "debentures of" insert ", CCUs issued by".
5 Repayment of amounts due in respect of cancelled
membership
15 In section 138(2)(b) of the Co-operatives Act
1996, after "allot or issue debentures" insert
"or CCUs".
6 Interest on deposit and debentures
(1) Insert the following heading to section 139 of the
20 Co-operatives Act 1996--
"Interest on deposits, debentures and CCUs".
(2) In section 139(1) of the Co-operatives Act 1996,
after "allots or issues debentures" insert
"or CCUs".
25 (3) In section 139(2) of the Co-operatives Act 1996,
for "The deposit or debenture" substitute
"The deposit, debenture or CCU".
(4) In section 139(4) of the Co-operatives Act 1996,
after "debentures" insert "or CCUs".
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Part 2--Amendments to the Co-operatives Act 1996
s. 7
7 Repayment of deposits, debentures and CCUs
(1) Insert the following heading to section 140 of the
Co-operatives Act 1996--
"Repayment of deposits, debentures and
5 CCUs".
(2) In section 140(1) of the Co-operatives Act 1996,
for "A deposit or debenture" substitute
"A deposit, debenture or CCU".
(3) In section 140(2) of the Co-operatives Act 1996,
10 for "deposit or debenture" substitute "deposit,
debenture or CCU".
8 Set-off of amounts repaid etc. on forfeited shares
In section 145(1)(b) of the Co-operatives Act
1996, after "or debentures" insert "or CCUs".
15 9 Issue of shares at a premium
In section 153(4)(e) of the Co-operatives Act
1996, for "shares or debentures" substitute
"shares, debentures or CCUs".
10 Deposit, debentures or CCUs in lieu of payment
20 when share repurchased
(1) Insert the following heading to section 177 of the
Co-operatives Act 1996--
"Deposits, debentures or CCUs in lieu of
payment when share repurchased".
25 (2) In section 177(1)(b) of the Co-operatives Act
1996, after "allot or issue debentures" insert
"or CCUs".
(3) In sections 177(3), (4) and (5) of the
Co-operatives Act 1996, for "The deposit or
30 debenture" substitute "The deposit, debenture or
CCU".
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Co-operatives and Private Security Acts Amendment Bill 2008
Part 2--Amendments to the Co-operatives Act 1996
s. 11
11 Requirements for financial records, statements and
reports
(1) In section 238(1)(d) of the Co-operatives Act
1996, after "to debentures" insert "or CCUs".
5 (2) In section 238(1)(g) of the Co-operatives Act
1996, for "300(9), 301(2), 340, 341 and 342"
substitute "300(9) and 301(2)".
12 Registers to be kept by co-operatives
After section 244(1)(f) of the Co-operatives Act
10 1996 insert--
"(fa) a register of CCUs issued by the
co-operative;".
13 New Division 1A of Part 10 inserted
After Division 1 of Part 10 of the Co-operatives
15 Act 1996 insert--
"Division 1A--Co-operative capital units
268A General nature of CCUs
(1) A co-operative capital unit (CCU) is an
interest issued by a co-operative conferring
20 an interest in the capital (but not the share
capital) of the co-operative.
(2) A CCU--
(a) is personal property; and
(b) is transferable or transmissible as
25 provided by this Act and the rules of
the co-operative, subject to the terms of
issue of the CCU; and
(c) is, subject to the rules of the
co-operative, capable of devolution by
30 will or by operation of law.
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Part 2--Amendments to the Co-operatives Act 1996
s. 13
(3) Subject to subsection (2)--
(a) the laws applicable to ownership of and
dealing with personal property apply to
a CCU as they apply to other property;
5 and
(b) equitable interests in respect of a CCU
may be created, dealt with and enforced
as in the case of other personal
property.
10 (4) A transferor of a CCU remains the holder of
the CCU until the transfer is registered and
the name of the transferee is entered in the
register of CCU holders in respect of the
CCU.
15 (5) Despite any rule of law or equity to the
contrary, a condition subject to which a CCU
is issued is not invalid merely because the
CCU is, by the condition, made irredeemable
or redeemable only on the happening of a
20 contingency however remote or at the end of
a period however long.
268B Priority of CCUs on winding up
(1) On a winding up of a co-operative, a debt
owed to a person as the holder or former
25 holder of a CCU issued by the co-operative
is to rank for priority of payment in
accordance with the terms of issue of the
CCU.
(2) Such a debt may rank as a secured debt if it
30 is secured but if it is unsecured may not rank
in priority to other unsecured debts. It may
rank equally with or behind unsecured debts
and (if the debt ranks behind unsecured
debts) may rank in priority to, equally with
35 or behind debts due to contributories.
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Part 2--Amendments to the Co-operatives Act 1996
s. 13
268C Financial accommodation provisions
apply to issue of CCUs
(1) The issuing of CCUs is to be considered to
be the obtaining of financial accommodation
5 and accordingly Division 1 applies to the
issue of CCUs.
(2) For the purpose of Division 1, a CCU is to
be considered to be a debenture.
268D CCUs can be issued to non-members
10 CCUs may be issued to persons whether or
not they are members of the co-operative.
268E Minimum requirements for rules
concerning CCUs
The rules of a co-operative that permit the
15 co-operative to issue CCUs must contain
provisions to the effect of the following
provisions and must not contain provisions
that are inconsistent with the following
provisions--
20 (a) at a meeting of the holders of CCUs the
holders of CCUs are entitled to voting
rights in proportion to their holding;
(b) the rights of the holders of CCUs may
be varied only in the manner and to the
25 extent provided by their terms of issue
and only with the consent of at least
75% of the holders of CCUs given in
writing or at a meeting;
(c) the holder of a CCU has, in the person's
30 capacity as such a holder, none of the
rights or entitlements of a member of
the co-operative;
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Part 2--Amendments to the Co-operatives Act 1996
s. 13
(d) the holder of a CCU is entitled to
receive notice of all meetings of the
co-operative and all other documents in
the same manner as the holder of a
5 debenture of the co-operative.
268F CCUs not to be issued unless terms of
issue approved by Registrar
(1) A co-operative is not to issue CCUs unless--
(a) the terms of issue have been approved
10 by a special resolution of the
co-operative; and
(b) the issue is made pursuant to an offer
accompanied by a copy of a statement
approved by the Registrar for the
15 purposes of the issue; and
(c) the Registrar approves of the terms of
issue.
(2) The terms of issue must specify the
following matters, without otherwise
20 limiting the contents of the terms of issue--
(a) details of entitlement to repayment of
capital;
(b) details of entitlement to participate in
surplus assets and profits;
25 (c) details of entitlement to interest on
capital (whether cumulative or non-
cumulative interest);
(d) details of how capital and interest on
capital are to rank for priority of
30 payment on a winding up;
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Part 2--Amendments to the Co-operatives Act 1996
s. 13
(e) whether there is a limit on the total
holding of CCUs that may be acquired
by persons who are not members of the
co-operative and, if there is a limit,
5 what the limit is.
(3) The statement approved by the Registrar for
the purposes of the issue is to set out the
terms of issue, the rights of the holders of
CCUs, the terms of redemption and the
10 manner of transferability of CCUs.
(4) The Registrar is not to approve of the terms
of issue unless satisfied that they will not
result in a failure to comply with
co-operative principles and are not contrary
15 to the rules of the co-operative or this Act.
268G Directors' duties concerning CCUs
In discharging their duties, it is proper for the
directors of a co-operative to take into
account that the holders of CCUs have none
20 of the rights and entitlements of, and are not
entitled to be regarded as, members of the
co-operative.
268H Redemption of CCUs
(1) The redemption of CCUs is not to be
25 considered to be a reduction in the share
capital of the co-operative.
(2) A co-operative may redeem CCUs but only
on the terms and in the manner that is
provided by the terms of their issue and only
30 if they are fully paid up.
(3) CCUs may not be redeemed except out of
profits that would otherwise be available for
dividends or out of the proceeds of a fresh
issue of shares, or an approved issue of
35 CCUs, made for the purpose of the
redemption.
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Part 2--Amendments to the Co-operatives Act 1996
s. 13
(4) For the purposes of subsection (3), an issue
of CCUs is an approved issue if there is the
same entitlement to priority of payment of
capital and dividend in relation to shares in
5 the co-operative as there was for the
redeemed CCUs.
(5) Any premium payable on redemption is to be
provided for out of profits or out of the share
premium account or an account created for
10 that purpose.
268I Capital redemption reserve
(1) This section applies if CCUs are redeemed
out of profits that would otherwise be
available for dividends.
15 (2) Out of profits that would otherwise have
been available for dividends there is to be
transferred to a reserve called the capital
redemption reserve a sum equal to the
nominal amount of the CCUs redeemed.
20 (3) The provisions of this Act relating to the
reduction of share capital of a co-operative
apply as if the capital redemption reserve
were paid-up share capital of the
co-operative.
25 (4) The capital redemption reserve may be
applied in paying up unissued shares of the
co-operative to be issued to members of the
co-operative as fully-paid bonus shares.
268J Issue of shares in substitution for
30 redemption
(1) If a co-operative has redeemed or is about to
redeem CCUs held by an active member of
the co-operative, it may--
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Part 2--Amendments to the Co-operatives Act 1996
s. 14
(a) issue shares to the member up to the
sum of the nominal value of the CCUs
redeemed or to be redeemed, as if those
CCUs had never been issued; or
5 (b) pay up amounts unpaid on shares held
by the member up to the sum of the
nominal value of the CCUs redeemed
or to be redeemed, as if those CCUs
had never been issued.
10 (2) This section applies only if the terms of issue
of the CCUs provide for the conversion of
CCUs held by an active member of the
co-operative into shares of the
co-operative.".
15 14 New Part 14 substituted
For Part 14 of the Co-operatives Act 1996
substitute--
"PART 14--FOREIGN CO-OPERATIVES
Division 1--Introductory
20 365 Definitions
In this Part--
authorisation notice means a written notice
issued by the Registrar under this Part
to a foreign co-operative certifying that
25 the co-operative is authorised to carry
on business in this State;
co-operatives law means a law of another
State that, under section 367, is
certified to be a co-operatives law for
30 the purposes of this Part;
non participating co-operative means a
foreign co-operative other than a
participating co-operative;
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Part 2--Amendments to the Co-operatives Act 1996
s. 14
participating co-operative means a foreign
co-operative that is registered,
incorporated or formed under, or
subject to, a co-operatives law;
5 participating Registrar means a person
exercising the functions of a Registrar
under a co-operatives law;
participating State means any State in which
a co-operatives law is in force;
10 State means any State in Australia, the
Australian Capital Territory and the
Northern Territory.
366 What constitutes carrying on business
(1) For the purposes of this Part, a foreign co-
15 operative carries on business in this State if
it--
(a) solicits for members in this State; or
(b) seeks share capital in this State, takes
deposits in this State or offers other
20 securities in the co-operative in this
State (including the issue of CCUs and
debentures); or
(c) provides any goods or services within
this State.
25 (2) A foreign co-operative is not to be regarded
as carrying on business in this State merely
because in this State it--
(a) is or becomes a party to any action or
suit or arbitration proceeding; or
30 (b) effects settlement of an action, suit or
proceeding or of any claim or dispute;
or
561160B.I-12/3/2008 12 BILL LA INTRODUCTION 12/3/2008
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Part 2--Amendments to the Co-operatives Act 1996
s. 14
(c) holds meetings of its directors or
members or carries on other activities
concerning its internal affairs; or
(d) maintains any account with an
5 authorised deposit-taking institution; or
(e) effects any sale through an independent
contractor; or
(f) solicits or procures any offer that
becomes a binding contract only if the
10 offer is accepted outside this State; or
(g) creates evidence of any debt or creates
a charge on real or personal property;
or
(h) secures or collects any of its debts or
15 enforces its rights in regard to any
securities relating to the debts; or
(i) conducts an isolated transaction that is
completed within a period of 31 days,
not being one of a number of similar
20 transactions repeated from time to time.
367 Co-operatives law
(1) A law of another State is a co-operatives law
for the purposes of this Part if the Minister
certifies in writing that the law substantially
25 corresponds to the provisions of this Act
(including this Part).
(2) If the Minister certifies a law of another
State as a co-operatives law under
subsection (1), the Minister must--
30 (a) notify the Minister administering the
co-operatives law in that State; and
(b) publish a copy of the certification in the
Government Gazette.
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s. 14
368 Excluded matter
(1) A foreign co-operative authorised under this
Part to carry on business in this State is
declared to be an excluded matter for the
5 purposes of section 5F of the Corporations
Act in relation to the whole of the
Corporations legislation other than to the
extent specified in this section.
Note
10 This section ensures that neither the Corporations Act
nor Part 3 of the Australian Securities and
Investments Commission Act 2001 of the
Commonwealth will apply to a foreign co-operative,
other than to the extent specified in this section.
15 Section 5F of the Corporations Act provides that if a
State law declares a matter to be an excluded matter in
relation to the whole of the Corporations legislation
other than to a specified extent, then that legislation
will not apply, except to the specified extent, in
20 relation to that matter in the State concerned.
However, other provisions of this Act apply certain
provisions of the Corporations legislation to
co-operatives as laws of this State.
(2) Subsection (1) does not exclude the
25 application of the following provisions of the
Corporations legislation to foreign
co-operatives to the extent that those
provisions would otherwise be applicable to
them--
30 (a) provisions that relate to any matter that
the regulations provide is not to be
excluded from the operation of the
Corporations Act; and
(b) provisions that relate to the role of a
35 co-operative in the formation of a
company; and
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Part 2--Amendments to the Co-operatives Act 1996
s. 14
(c) provisions that relate to substantial
holdings of shares, by or involving a
co-operative, in a company; and
(d) provisions that confer or impose
5 functions on a co-operative as a
member, or former member, of a
corporation; and
(e) provisions that relate to dealings by a
co-operative in securities of a body
10 corporate, other than securities of the
co-operative itself; and
(f) provisions that confer or impose
functions on a co-operative in its
dealings with a corporation, not being
15 dealings in securities of the
co-operative; and
(g) provisions that relate to securities of a
co-operative, other than shares in,
CCUs issued by, debentures of or
20 deposits with a co-operative; and
(h) provisions relating to derivatives; and
(i) provisions relating to--
(i) financial services licensees (as
defined in section 761A of the
25 Corporations Act) whose licence
covers dealing in, or providing
advice about, securities; or
(ii) regulated principals (as defined in
section 1430 of the Corporations
30 Act) when dealing in, or providing
advice about, securities as
authorised by Subdivision D of
Division 1 of Part 10.2 of that
Act; and
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Part 2--Amendments to the Co-operatives Act 1996
s. 14
(j) provisions relating to the carrying on of
a financial services business (as defined
in section 761A of the Corporations
Act) relating to securities; and
5 (k) provisions relating to financial
statements, and audits of financial
statements, of--
(i) financial services licensees (as
defined in section 761A of the
10 Corporations Act) whose licence
covers dealing in, or providing
advice about, securities; or
(ii) regulated principals (as defined in
section 1430 of the Corporations
15 Act) when dealing in, or providing
advice about, securities as
authorised by Subdivision D of
Division 1 of Part 10.2 of that
Act; and
20 (l) provisions relating to money and scrip
of clients of--
(i) financial services licensees (as
defined in section 761A of the
Corporations Act) whose licence
25 covers dealing in, or providing
advice about, securities; or
(ii) regulated principals (as defined in
section 1430 of the Corporations
Act) when dealing in, or providing
30 advice about, securities as
authorised by Subdivision D of
Division 1 of Part 10.2 of that
Act; and
(m) provisions relating to registers of
35 interests in securities; and
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s. 14
(n) provisions relating to powers of a Court
to cure procedural irregularities and to
make other orders.
(3) Subsection (1) does not operate to exclude
5 the operation of the following provisions of
the Corporations Act except in relation to
shares in, CCUs issued by, debentures of or
deposits with a foreign co-operative--
(a) Part 1.2A (Disclosing entities); and
10 (b) Chapter 2L (Debentures); and
(c) Chapter 6D (Fundraising); and
(d) Part 7.10 (Market misconduct and other
prohibited conduct relating to financial
products and financial services).
15 Division 2--Mutual recognition of foreign
co-operatives
369 Operation of foreign co-operatives in this
State
A foreign co-operative must not carry on
20 business in this State as a co-operative unless
it is authorised under this Part to carry on
business in this State.
Penalty: 240 penalty units.
370 Authorisation to carry on business
25 (1) A participating co-operative is, by this Act,
authorised to carry on business in this State
after notifying the Registrar in accordance
with section 371 and section 437 (Lodgment
of documents) that the participating
30 co-operative intends to carry on business in
this State.
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s. 14
(2) The authorisation of a participating
co-operative is subject to the same
conditions or restrictions that apply to the
carrying on of its business under its
5 registration in the participating State.
(3) A non-participating co-operative is, by this
Act, authorised to carry on business in this
State if the Registrar issues the co-operative
an authorisation notice.
10 371 Notification to Registrar
(1) A foreign co-operative that proposes to carry
on business in this State must lodge with the
Registrar a written notice in the form
approved by the Registrar.
15 (2) The notice must be accompanied by the
following--
(a) a statement, signed by 2 directors, or a
director and the secretary of the
co-operative, as to the following
20 matters--
(i) that the co-operative is able to pay
its debts as and when they become
due and payable; and
(ii) that the co-operative complies and
25 will continue to comply with the
provisions of applicable laws of
another State or other place under
which the co-operative is
registered, incorporated or
30 formed; and
(iii) that no legal proceedings have
been commenced or are pending
against the co-operative in respect
of a failure to comply, in its
35 capacity as a co-operative, with a
law of another State or any other
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place in which the co-operative
carries on business under which
the co-operative is registered,
incorporated, formed or authorised
5 to carry on business; and
(iv) the full name and address of each
person who is to act as agent of
the co-operative in this State; and
(v) the address of the proposed
10 principal office of the co-operative
in this State (if any); and
(vi) the name under which the
co-operative proposes to carry on
business in this State; and
15 (b) a copy of the certificate of registration,
incorporation or formation of the
co-operative and particulars of any
condition or restriction to which the
registration, incorporation or formation
20 is subject; and
(c) any other documents or information
that the Registrar may require or that
are prescribed by the regulations; and
(d) the fee, if any, prescribed by the
25 regulations.
(3) In the case of a non-participating
co-operative, the notice must also be
accompanied by the following--
(a) a copy of the current rules of the
30 co-operative; and
(b) a copy of the latest financial report,
directors' report and auditor's report for
the co-operative; and
(c) the full name, date of birth and address
35 of each director of the co-operative; and
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(d) details of the proposed business
activities to be carried on in this State;
and
(e) details of any charges required to be
5 registered pursuant to this Act.
372 Authorisation notices for participating
co-operatives
(1) The Registrar must, on a notice and
documents being lodged in accordance with
10 section 371 by a participating co-operative,
issue to the co-operative a written notice
certifying that the co-operative is authorised
to carry on business in this State.
(2) A failure to issue any such notice to a
15 participating co-operative does not affect the
authority of the co-operative to carry on
business in this State.
373 Authorisation notices for non-
participating co-operatives
20 The Registrar may issue to a non-
participating co-operative a written
notice certifying that the co-operative is
authorised to carry on business in this State
if a notice and documents are lodged by the
25 co-operative in accordance with section 371
and the Registrar is satisfied that the rules of
the co-operative--
(a) comply with co-operative principles;
and
30 (b) include acceptable active membership
provisions; and
(c) provide procedures acceptable to the
Registrar for disclosure of information;
and
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(d) provide that a member has one vote
only; and
(e) make adequate provision for the duties
of directors; and
5 (f) provide for acceptable accounting
standards for the co-operative.
374 Name of foreign co-operative
A foreign co-operative that is authorised to
carry on business in this State must do so
10 under a name that is not likely to be confused
with the name of a body corporate or a
registered business name.
375 When foreign co-operative not authorised
to carry on business
15 A foreign co-operative ceases to be
authorised to carry on business in this State
if--
(a) it is deregistered or otherwise ceases to
exist as a co-operative under the laws
20 of the place in which it is registered,
incorporated or formed; or
(b) its authority to carry on business in this
State is withdrawn under section 376;
or
25 (c) the Registrar notifies it under
section 382 that it is not authorised to
carry on business as a co-operative in
this State.
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376 Withdrawal of authority to carry on
business
(1) The Registrar may give written notice to a
foreign co-operative requiring it to show
5 cause (a show cause notice), within the
period specified in the notice, why its
authority to carry on business in this State
should not be withdrawn on any one or more
of the following grounds--
10 (a) that the name under which the co-
operative carries on business or
proposes to carry on business in this
State does not comply with this
Division;
15 (b) that any of the statements, documents
or information notified or lodged by the
co-operative under this Division are
materially false or misleading;
(c) that the circumstances of the
20 co-operative have materially
changed since the date the notice
under section 371 was lodged by the
co-operative;
(d) that the co-operative has, after notice
25 from the Registrar, failed to comply
with provisions of this Act applicable to
the co-operative or provisions of the
rules of the co-operative.
(2) A show cause notice may be given if the
30 Registrar is of the opinion that there are
reasonable grounds to do so.
(3) The show cause notice must specify the
period, being at least 14 days, within which
it must be complied with.
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(4) The foreign co-operative may, within the
period specified in the show cause notice,
make oral or written submissions to the
Registrar and provide evidence with respect
5 to any of the matters to which the notice
relates.
(5) The Registrar must consider any submissions
made, or evidence adduced, within the
period required by the show cause notice and
10 may, if the Registrar is satisfied that any of
the grounds referred to in subsection (1) has
been established in relation to the foreign
co-operative, give the co-operative a written
notice withdrawing its authority to carry on
15 business in this State.
(6) The Registrar may withdraw a show cause
notice or other notice given under this
section.
377 Appeals
20 (1) A foreign co-operative may appeal to the
Supreme Court against the following
decisions--
(a) a decision not to issue an authorisation
notice to the co-operative; and
25 (b) a decision of the Registrar to give
written notice to the co-operative that it
is not authorised to carry on business in
this State.
(2) The Registrar must comply with an order of
30 the Supreme Court on an appeal under this
section.
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378 Application of Act and regulations to
foreign co-operatives
The provisions of this Act that are specified
in Schedule 7 apply with all necessary
5 modifications and any modifications
prescribed by the regulations, to a foreign
co-operative that is authorised to carry on
business in this State under this Part.
Division 3--General
10 379 Name and place of origin to appear on
seal and in business and other documents
(1) The name and place of origin of a foreign
co-operative must appear in legible
characters--
15 (a) on its seal; and
(b) in all notices, advertisements and
other official publications of the
co-operative; and
(c) in all its business documents.
20 (2) A foreign co-operative must not contravene
subsection (1).
Penalty: 20 penalty units.
(3) An officer of a foreign co-operative or a
person on its behalf must not--
25 (a) use any seal of the co-operative; or
(b) issue or authorise the issue of any
notice, advertisement or other official
publication of the co-operative; or
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(c) sign or authorise to be signed on behalf
of the co-operative any business
document of the co-operative--
on or in which the co-operative's name or
5 place of origin does not appear in legible
characters.
Penalty: 20 penalty units.
(4) A director of a foreign co-operative must not
knowingly authorise or permit a
10 contravention of this section.
Penalty: 20 penalty units.
(5) In this section--
business document, in relation to a foreign
co-operative, means a document that is
15 issued, signed or endorsed by or on
behalf of the co-operative and is--
(a) a business letter, statement of
account, invoice or order for
goods or services; or
20 (b) a bill of exchange, promissory
note, cheque or other negotiable
instrument; or
(c) a receipt or letter of credit issued
by the co-operative; or
25 (d) a document of a class prescribed
by the regulations as a class of
business documents.
380 Supply of information to participating
Registrars
30 The Registrar must, if requested to do so by
a participating Registrar, supply free of
charge to the participating Registrar
information, or copies of public documents,
held by the Registrar relating to a
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co-operative (including a foreign
co-operative).
381 Registrar to be notified of changes
A foreign co-operative must lodge with the
5 Registrar particulars of any change in the
information provided by the co-operative
under section 371 within 28 days after the
change (other than information of a kind
referred to in section 371(3)(e)).
10 Penalty: 20 penalty units.
382 Cessation of business
(1) A foreign co-operative authorised to carry on
business under this Part must, within 7 days
after ceasing to carry on business as a
15 co-operative in this State, give the Registrar
written notice of that fact.
Penalty: 60 penalty units.
(2) On notifying the Registrar that it has ceased
to carry on business as a co-operative in this
20 State, a foreign co-operative is no longer
required to comply with this Part (other than
Division 4).
(3) Unless the Registrar has been given written
notice that the foreign co-operative has
25 resumed carrying on business as a
co-operative in this State, the Registrar must,
one year after receiving the notice, notify it
that it is not authorised to carry on business
in this State.
30 383 Functions conferred on Registrar under
co-operatives laws
The Registrar may exercise any function
conferred on the Registrar by or under a co-
operatives law.
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Division 4--Winding up of foreign
co-operatives in this State
384 Winding up to relate to State activities
(1) This Division applies to the winding up of
5 the affairs of a foreign co-operative in or in
relation to this State.
(2) A foreign co-operative may be wound up
under this Division whether or not it has
been wound up or deregistered or has
10 otherwise ceased to exist as a co-operative
under or because of the laws of the place in
which it is registered, incorporated or
formed.
(3) This Division has effect in addition to, and
15 not in derogation of, any other provisions of
this Act or any other law with respect to the
winding up of co-operatives.
385 Court may order winding up
(1) The Supreme Court may order the winding
20 up of a foreign co-operative if--
(a) the Registrar has, as a result of an
inquiry conducted under Division 2 or 4
of Part 15, stated that it is in the
interests of the public, of the members,
25 or of the creditors, that the co-operative
be wound up; or
(b) the co-operative's authority to carry on
business in this State has been
withdrawn under this Act; or
30 (c) the co-operative has been deregistered
or has ceased to exist as a co-operative
in the place in which it was registered,
incorporated or formed or has ceased to
carry on business in that place.
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(2) The Registrar may apply to the Supreme
Court for the winding up of a foreign
co-operative on any of the grounds referred
to in subsection (1).
5 (3) The Registrar must give a copy of an
application made under this section to the
foreign co-operative the subject of the
application.
386 Application of Corporations Act to
10 winding up of foreign co-operatives
(1) The winding up or deregistration or
withdrawal of an authority to carry on
business in this State of a foreign
co-operative is declared to be an applied
15 Corporations legislation matter for the
purposes of Part 3 of the Corporations
(Ancillary Provisions) Act 2001 in relation
to the application of Parts 5.4B and 5.6 and
section 601AE of the Corporations Act.
20 (2) Parts 5.4B and 5.6 of the Corporations Act
are applied subject to the modifications set
out in Schedule 8 to this Act.
(3) Section 601AE of the Corporations Act
applies to property that vests in the Registrar
25 under section 387 of this Act as if the
property were vested in the Registrar under
section 601AD(2) of that Act.
(4) The fact that a foreign co-operative has been
deregistered or has ceased to exist as a
30 co-operative in the place in which it was
registered, incorporated or formed does not
affect the liability of a member or former
member as a contributory on a winding up
under this Division.
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387 Outstanding property of foreign
co-operative
(1) This section applies if, after the winding up
of a foreign co-operative in this State,
5 outstanding property of the body remains in
this State.
(2) The estate and interest in the property, at law
or in equity, of the body or its liquidator at
that time, together with all claims, rights and
10 remedies that the co-operative or its
liquidator then had in respect of the property,
vests by force of this section in--
(a) if the co-operative was registered,
formed or incorporated in Australia or
15 an external Territory, the person
entitled to the property under the law of
the place in which the co-operative was
registered, formed or incorporated; or
(b) in any other case, the Registrar.
20 (3) If any claim, right or remedy of a liquidator
may under this Division be made, exercised
or availed of only with the approval or
concurrence of the Supreme Court or some
other person, the Registrar may, for the
25 purposes of this section, make, exercise or
avail himself or herself of the claim, right or
remedy without the approval or concurrence.
Division 5--Mergers and transfers of
engagements affecting foreign co-operatives
30 387A Definitions
In this Division--
appropriate Registrar, in relation to a
proposed merger or transfer of
engagements, means--
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(a) the State Registrar, if the merger
is to result in a State co-operative
or the transfer is to a State
co-operative; or
5 (b) the participating Registrar, if the
merger is to result in a co-
operative under the co-operatives
law of the participating State
concerned or the transfer is to
10 such a co-operative;
assets means any legal or equitable estate or
interest (whether present or future and
whether vested or contingent) in real or
personal property of any description
15 (including money) and includes
securities, choses in action and
documents;
instrument means an instrument (other than
this Act) which creates, modifies or
20 extinguishes rights or liabilities (or
would do so if lodged, filed or
registered in accordance with any law)
and includes any judgment, order and
process of a court;
25 liabilities means liabilities, debts and
obligations (whether present or future
and whether vested or contingent);
original co-operative means--
(a) in the case of a transfer of
30 engagements, the transferor
co-operative; or
(b) in the case of a merger, each of
the co-operatives that are merging;
State co-operative means a co-operative
35 registered in this State;
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State Registrar means the person for the
time being holding the office of
Registrar of Co-operatives under this
Act;
5 successor co-operative means--
(a) in the case of a transfer of
engagements, the transferee
co-operative; or
(b) in the case of a merger, the co-
10 operative formed by the merger.
387B Authority for merger or transfer of
engagements
(1) A State co-operative and a participating
co-operative may consolidate all or any of
15 their assets, liabilities and undertakings by
way of merger or transfer of engagements
approved under this Division.
(2) A State co-operative and a non-participating
co-operative may consolidate all or any of
20 their assets, liabilities and undertakings by
way of merger or transfer of engagements
approved under this Division if--
(a) the merger is to result in a State
co-operative; or
25 (b) the transfer is to a State co-operative.
387C Requirements before application can be
made
(1) Before a State co-operative and a
participating co-operative can apply for
30 approval under this Division of a merger or
transfer of engagements, the proposed
merger or transfer must have been approved
by each of the co-operatives--
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(a) by a special resolution passed by
special postal ballot; or
(b) if permitted by subsection (3), by a
special resolution, or by a resolution of
5 the board, of the co-operative.
(2) Before a State co-operative and a non-
participating co-operative can apply for
approval under this Division of a merger or
transfer of engagements, the proposed
10 merger or transfer of engagements--
(a) must have been approved--
(i) in the case of the non-participating
co-operative, by a special
resolution of the co-operative; or
15 (ii) in the case of the State
co-operative, by a special
resolution passed by special
ballot; or
(b) if permitted by subsection (3), must
20 have been approved--
(i) in the case of the non-participating
co-operative, by a resolution of
the board of the co-operative; or
(ii) in the case of the State
25 co-operative, by a special
resolution, or by a resolution of
the board, of the co-operative.
(3) The proposed merger or transfer of
engagements may be approved by special
30 resolution, or by resolution of the board, of
the co-operative if--
(a) the State Registrar consents to that
procedure applying in the particular
case; and
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(b) in the case of a merger or transfer
affecting a participating co-operative,
the participating Registrar also consents
to that procedure applying in the
5 particular case.
(4) A consent referred to in subsection (3) may
be granted subject to conditions, including
any condition that a disclosure statement be
provided to members or directors.
10 (5) A co-operative that contravenes a condition
of a consent is taken not to have been given
consent.
387D Disclosure statement required
(1) A special resolution of a State co-operative
15 or foreign co-operative is not effective for
the purposes of this Division unless this
section has been complied with.
(2) Each co-operative must send to each of its
members a disclosure statement approved by
20 the appropriate Registrar specifying the
following--
(a) the financial position of the State
co-operative and the foreign co-
operative as shown in financial
25 statements that have been prepared as at
a date that is not more than 6 months
before the date of the statement; and
(b) any interest that any officer of the State
co-operative or the foreign co-operative
30 has in the proposed merger or transfer
of engagements; and
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(c) any compensation or other
consideration proposed to be paid, or
any other incentive proposed to be
given, to any officer or member of the
5 State co-operative or foreign
co-operative in relation to the proposed
merger or transfer of engagements; and
(d) whether the proposal is a merger or
transfer of engagements and the reason
10 for the merger or transfer of
engagements; and
(e) in the case of a transfer of
engagements--whether it is a total or
partial transfer of engagements; and
15 (f) in the case of a merger--whether the
merged co-operative will result in a
State co-operative or a co-operative
under the co-operatives law of the
participating State concerned; and
20 (g) any other information that the Registrar
directs.
(3) The disclosure statement must be sent to the
members of the State co-operative or foreign
co-operative so that it will in the ordinary
25 course of post reach each member who is
entitled to vote on the special resolution not
later than--
(a) if the resolution is to be decided at a
meeting--21 days before the date of the
30 meeting; or
(b) if the resolution is to be decided by a
postal ballot--21 days before the day
on or before which the ballot papers
must be returned by members voting in
35 the ballot.
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(4) The appropriate Registrar may exempt the
State co-operative or foreign co-operative
from complying with this section.
(5) The appropriate Registrar may grant an
5 exemption, or approve a disclosure
statement, subject to any conditions it
considers appropriate.
387E Making an application
(1) An application for approval of a merger or
10 transfer of engagements under this Division
must be made to the State Registrar and, if
the merger or transfer of engagements affects
a participating co-operative, to the
participating Registrar in the manner and
15 form required by the Registrar concerned.
(2) An application for approval of a merger must
be accompanied by--
(a) 2 copies of the proposed rules of the
merged co-operative; and
20 (b) in the case of a non-participating
co-operative, details of voting on the
special resolution (if any) of the
co-operative; and
(c) any other information required by the
25 Registrar to whom the application is
made.
387F Approval of merger
(1) If the State Registrar is the appropriate
Registrar, he or she must approve a merger
30 pursuant to an application under this
Division if satisfied that--
(a) this Division has been complied with in
relation to the application; and
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(b) the proposed rules of the merged
co-operative are adequate; and
(c) the certificate of registration of the
State co-operative has been surrendered
5 to the State Registrar; and
(d) in the case of a merger with a
participating co-operative, the
certificate of registration of the
participating co-operative has been
10 surrendered to the Registrar for the
participating State concerned; and
(e) in the case of a merger with a non-
participating co-operative, the merged
co-operative will comply with this Act;
15 and
(f) there is no good reason why the merged
co-operative and its rules should not be
registered.
(2) If the State Registrar is not the appropriate
20 Registrar, he or she must approve a merger
pursuant to an application under this
Division if satisfied that the merger has been
approved under the provision of the
co-operatives law of the participating State
25 that corresponds with subsection (1).
(3) On approving an application for merger, the
State Registrar must--
(a) cancel the registration of the State
co-operative involved in the merger;
30 and
(b) if the merger is to result in a State
co-operative, register the merged
co-operative and its rules and issue to it
a certificate of registration under this
35 Act.
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(4) A merger takes effect on the issue of the
certificate of registration for the merged
co-operative (whether under this Act or
under the co-operatives law of the
5 participating State concerned).
387G Approval of transfer of engagements
(1) If the State Registrar is the appropriate
Registrar, he or she must approve a transfer
of engagements pursuant to an application
10 under this Division if satisfied that--
(a) this Division has been complied with in
relation to the application; and
(b) the rules or proposed rules of the
transferee co-operative are adequate;
15 and
(c) in the case of a total transfer of
engagements from a participating
co-operative, the certificate of
registration of the participating
20 co-operative has been surrendered to
the participating Registrar; and
(d) in the case of a total transfer of
engagements from a non-participating
co-operative, the certificate of
25 registration of the non-participating
co-operative has been surrendered to
the State Registrar; and
(e) in the case of a transfer of engagements
by a non-participating co-operative, the
30 transferee co-operative will comply
with this Act; and
(f) there is no good reason why the transfer
of engagements should not take effect.
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(2) If the State Registrar is not the appropriate
Registrar, he or she must approve a transfer
of engagements pursuant to an application
under this Division if satisfied that the
5 transfer has been approved under the
provision of the co-operatives law of the
participating State that corresponds with
subsection (1).
(3) A transfer of engagements takes effect on the
10 day specified in the approval of the State
Registrar.
387H Effect of merger or transfer of
engagements
(1) When a merger or transfer of engagements
15 takes effect under this Division (the transfer
day), the following provisions apply to the
extent necessary to give effect to the merger
or transfer--
(a) persons who were members of the
20 original co-operative immediately
before the transfer day are members of
the successor co-operative in
accordance with its rules; and
(b) the assets of the original co-operative
25 vest in the successor co-operative
without the need for any conveyance,
transfer, assignment or assurance; and
(c) the rights and liabilities of the original
co-operative become the rights and
30 liabilities of the successor co-operative;
and
(d) all proceedings by or against the
original co-operative that are pending
immediately before the transfer day are
35 taken to be proceedings pending by or
against the successor co-operative; and
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(e) any act, matter or thing done or omitted
to be done by, to or in respect of the
original co-operative before the transfer
day is (to the extent to which that act,
5 matter or thing has any force or effect)
to be taken to have been done or
omitted by, to or in respect of the
successor co-operative; and
(f) a reference in an instrument or in any
10 document of any kind to the original
co-operative is to be read as, or as
including, a reference to the successor
co-operative.
(2) The operation of this section is not to be
15 regarded as--
(a) a breach of contract or confidence or
otherwise as a civil wrong; or
(b) a breach of any contractual provision
prohibiting, restricting or regulating the
20 assignment or transfer of assets, rights
or liabilities; or
(c) giving rise to any remedy by a party to
an instrument, or as causing or
permitting the termination of any
25 instrument, because of a change in the
beneficial or legal ownership of any
asset, right or liability.
(3) A document or an instrument executed or
registered for or with respect to a transfer of
30 any property to give effect to this section in
respect of a transfer of engagements is not
liable to duty or to any fee chargeable under
any Act for registration.
561160B.I-12/3/2008 39 BILL LA INTRODUCTION 12/3/2008
Co-operatives and Private Security Acts Amendment Bill 2008
Part 2--Amendments to the Co-operatives Act 1996
s. 14
(4) A document or an instrument executed or
registered for or with respect to a transfer of
any property to give effect to this section in
respect of a merger is not liable to duty or to
5 any fee chargeable under any Act for
registration if the co-operative formed by the
merger is a non-trading co-operative.
387I Division applies instead of certain other
provisions of this Act
10 (1) This Division applies instead of Division 1
(Mergers and transfers of engagements) of
Part 12, in respect of the merger of a State
co-operative with a foreign co-operative.
(2) This Division applies instead of Division 1
15 of Part 12, in respect of a transfer of
engagements between a State co-operative
and a foreign co-operative.
Division 6--Liability of foreign co-operatives
and State co-operatives operating in other
20 States
387J Offences under this Act and co-operatives
law
If--
(a) an act or omission constitutes an
25 offence under this Act and under a
co-operatives law of a participating
State; and
(b) the offender has been punished for that
offence under the co-operatives law of
30 the participating State--
the offender is not liable to be punished for
the offence under this Act.
561160B.I-12/3/2008 40 BILL LA INTRODUCTION 12/3/2008
Co-operatives and Private Security Acts Amendment Bill 2008
Part 2--Amendments to the Co-operatives Act 1996
s. 14
Division 7--Savings and transitional provisions
387K Application of Part to registered foreign
co-operatives
(1) A foreign co-operative registered under this
5 Part immediately before the commencement
day (a registered foreign co-operative) is
taken on and after the commencement day to
be authorised to carry on business as a
foreign co-operative under this Part and this
10 Part (except sections 370 and 371(1)) applies
accordingly.
(2) The authorisation of a registered foreign
co-operative is subject to the same
conditions or restrictions that applied to its
15 registration under this Act immediately
before the commencement day.
(3) A registered foreign co-operative must lodge
with the Registrar particulars of any change
in relation to the co-operative in any matter
20 of a kind listed in section 371(2)(a) within
28 days after the change.
Penalty: 20 penalty units.
(4) In addition to the grounds set out in
section 376(1), the Registrar may give a
25 show cause notice under that section to a
registered foreign co-operative if the
circumstances of the co-operative have
materially changed since the co-operative
was registered.
30 (5) In this section--
commencement day means the day on which
section 14 of the Co-operatives and
Private Security Acts Amendment
Act 2008 comes into operation.".
561160B.I-12/3/2008 41 BILL LA INTRODUCTION 12/3/2008
Co-operatives and Private Security Acts Amendment Bill 2008
Part 2--Amendments to the Co-operatives Act 1996
s. 15
15 Exemption from stamp duty
At the end of section 457 of the Co-operatives
Act 1996 insert--
"(2) An instrument issued or executed in
5 connection with a CCU of a co-operative is
not exempt under subsection (1).".
16 Amendment to Schedule 6
In Schedule 6 to the Co-operatives Act 1996,
omit "Section 376(1)".
10 17 New Schedules 7 and 8 inserted
After Schedule 6 to the Co-operatives Act 1996,
insert the following Schedules--
"SCHEDULE 7
Section 378
APPLIED CO-OPERATIVES PROVISIONS
15 1 Provisions applicable to participating
co-operatives
The following provisions apply to
participating co-operatives--
(a) Division 4 (Application of Corporations
20 Act to co-operatives) of Part 1
(Preliminary) (other than section 9);
(b) section 252 (Name to include certain
matter);
(c) section 261 (Registrar's directions
25 re: fundraising);
(d) section 425 (Information and evidence);
(e) section 426 (Extension or abridgment
of time);
(f) Part 17 (Offences and proceedings);
561160B.I-12/3/2008 42 BILL LA INTRODUCTION 12/3/2008
Co-operatives and Private Security Acts Amendment Bill 2008
Part 2--Amendments to the Co-operatives Act 1996
s. 17
(g) section 460 (Service on member of
co-operative);
(h) section 461 (Reciprocal arrangements);
(i) section 463 (Regulations).
5 2 Provisions applicable to non-participating
co-operatives
The following provisions apply to non-
participating co-operatives--
(a) Division 3 (The co-operative
10 principles) and Division 4 (Application
of Corporations Act to co-operatives)
of Part 1 (Preliminary) (other than
section 9);
(b) section 13(2);
15 (c) section 14 (Trading co-operatives);
(d) section 15 (Non-trading co-operatives);
(e) Part 3 (Legal capacity and powers);
(f) section 84 (Transfer of share or interest
on death of member);
20 (g) section 85 (Transfer of small
shareholdings and interests on death);
(h) Division 5 (Oppressive conduct of
affairs) of Part 4 (Membership);
(i) section 106 (Effect of rules);
25 (j) section 108 (Purchase and inspection of
copy of rules);
(k) section 109 (False copies of rules);
(1) section 250 (List of members to be
furnished at request of Registrar);
30 (m) section 251 (Special return to be
furnished at request of Registrar);
561160B.I-12/3/2008 43 BILL LA INTRODUCTION 12/3/2008
Co-operatives and Private Security Acts Amendment Bill 2008
Part 2--Amendments to the Co-operatives Act 1996
s. 17
(n) section 252 (Name to include certain
matter);
(o) Division 1 (Power to raise money) of
Part 10 (Funds and property);
5 (p) Part 13 (Arrangements and
reconstructions);
(q) section 425 (Information and evidence);
(r) section 426 (Extension or abridgment
of time);
10 (s) Part 17 (Offences and proceedings);
(t) section 460 (Service on member of
co-operative);
(u) section 461 (Reciprocal arrangements);
(v) section 463 (Regulations).
__________________
561160B.I-12/3/2008 44 BILL LA INTRODUCTION 12/3/2008
Co-operatives and Private Security Acts Amendment Bill 2008
Part 2--Amendments to the Co-operatives Act 1996
s. 17
SCHEDULE 8
Section 386
MODIFICATIONS TO CORPORATIONS ACT
Modifications to winding up provisions
Parts 5.4B and 5.6 of the Corporations Act
5 apply with the following modifications--
(a) a reference in those Parts to ASlC is to
be read as a reference to the Registrar;
and
(b) a reference in those Parts to an
10 application to wind up a company
under section 464 or Part 5.4A is to be
read as a reference to an application by
the Registrar under Division 4 of
Part 14 of this Act; and
15 (c) a reference in those Parts to a winding
up ordered by the Court under a
provision of Part 5.4A is a reference to
a winding up ordered by the Court
under Division 4 of Part 14 of this Act;
20 and
(d) a reference in those Parts to an order
under a provision of Part 5.4A is a
reference to an order under section 385
of this Act; and
25 (e) for the purposes of an application by
the Registrar to wind up a foreign
co-operative, those Parts apply, with
such modifications as the circumstances
require, as if a winding up application
30 had been made by the co-operative; and
561160B.I-12/3/2008 45 BILL LA INTRODUCTION 12/3/2008
Co-operatives and Private Security Acts Amendment Bill 2008
Part 2--Amendments to the Co-operatives Act 1996
s. 17
(f) those Parts apply as if a ground
specified in section 385 of this Act
were a ground for winding up by the
Court specified in section 461 of the
5 Corporations Act; and
(g) a reference in those Parts to an official
liquidator is to be read as a reference to
a person approved by the Registrar as a
liquidator of a co-operative; and
10 (h) sections 467(4) and (5), 480(d),
481(5)(b), 513B, 517, 518, 523 and 524
do not apply; and
(i) a reference in section 485(2) to persons
entitled to any surplus is a reference to
15 a person entitled to the surplus under
section 387 of this Act; and
(j) section 516 is to be read as if the words
"together with any charges payable by
the member to the co-operative in
20 accordance with the rules" were
inserted after "past member"; and
(k) Subdivision C of Division 6 of Part 5.6
does not apply; and
(1) a reference in those Parts to section 233
25 (Orders the Court can make) is to be
read as a reference to Division 5
(Oppressive conduct of affairs) of
Part 4 of this Act; and
(m) those Parts are to be read subject to
30 sections 76 (Liability of members to
co-operative) and 322 (Liability of
member to contribute in a winding up
where shares forfeited etc) of this Act
for the purposes of determining the
35 liability of members and past members
561160B.I-12/3/2008 46 BILL LA INTRODUCTION 12/3/2008
Co-operatives and Private Security Acts Amendment Bill 2008
Part 2--Amendments to the Co-operatives Act 1996
s. 17
to contribute on a winding up of a
co-operative; and
(n) any other modifications (within the
meaning of Part 3 of the Corporations
5 (Ancillary Provisions) Act 2001) that
are prescribed by the regulations.".
__________________
561160B.I-12/3/2008 47 BILL LA INTRODUCTION 12/3/2008
Co-operatives and Private Security Acts Amendment Bill 2008
Part 3--Amendments to Private Security Act 2004
s. 18
PART 3--AMENDMENTS TO PRIVATE SECURITY ACT 2004
18 Statutory review of this Act
See: In section 178(3) of the Private Security Act
Act No.
33/2004. 2004, for "within 12 months after the end of the
5 Reprint No. 1
as at
period of 3 years" substitute "by 1 June 2009".
26 September
2007.
LawToday:
www.
legislation.
vic.gov.au
__________________
561160B.I-12/3/2008 48 BILL LA INTRODUCTION 12/3/2008
Co-operatives and Private Security Acts Amendment Bill 2008
Part 4--Automatic Repeal of Amending Act
s. 19
PART 4--AUTOMATIC REPEAL OF AMENDING ACT
19 Repeal of Amending Act
This Act is repealed on the first anniversary of its
commencement.
5 Note
The repeal of this Act does not affect the continuing operation of
the amendments made by it (see section 15(1) of the
Interpretation of Legislation Act 1984).
561160B.I-12/3/2008 49 BILL LA INTRODUCTION 12/3/2008
Co-operatives and Private Security Acts Amendment Bill 2008
Endnotes
ENDNOTES
By Authority. Government Printer for the State of Victoria.
561160B.I-12/3/2008 50 BILL LA INTRODUCTION 12/3/2008
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