COMPANIES (CO-OPERATIVE) ACT 1943

Western Australian Consolidated Acts

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COMPANIES (CO-OPERATIVE) ACT 1943

TABLE OF PROVISIONS

Long Title

PART I -- Preliminary

Division 1 -- Interpretation

1. Short title and commencement
3. Interpretation

Division 1A -- Administration

3A. Registrar
3B. Delegation by Registrar
3C. Information officially obtained to be confidential
3D. Protection from liability for wrongdoing
3E. Judicial notice

Division 2 -- Repeal of Acts and transitional provisions

4. Repeal of Acts and savings
5. Act not to apply to certain societies and companies
6. References in Acts to the Acts repealed by this Act to be read as references to this Act
7. Substitution of provisions of this Act for provisions of repealed Acts
8. Saving of Acts
9. Saving of pending proceedings for winding-up
10. Existing companies not being proprietary companies deemed to be public companies

Division 3 -- Prohibition of large partnerships

11. Prohibition of partnerships exceeding certain number

Division 3A -- Relationship with the Corporations legislation

11A. Co-operative companies excluded from Corporations legislation

PART II -- Incorporation of companies and matters incidental thereto

Division 1 -- Memorandum of association

12. Mode of forming incorporated company
13. Memorandum of company limited by shares
14. Memorandum of a no liability company
15. Memorandum of unlimited company
16. Signature, etc., of memorandum
17. Restriction on alteration of memorandum
18. Mode of alteration of objects of company

Division 2 -- Articles of association

19. Registration of articles
20. Application of Table A and Table B
21. Form and signature of articles
22. Alteration of articles by special resolution

Division 3 -- Form of memorandum and articles

23. Statutory forms of memorandum and articles

Division 4 -- Registration

24. Registration
25. Effect of registration
26. Certificate to be gazetted and certificate to be conclusive evidence of incorporation
27. Registration of unlimited company as limited

Division 5 -- Provisions with respect to names of companies

28. Name of company
29. Power to dispense with “Limited” in name of charitable and other companies
30. Power of companies to change name

Division 6 -- General provisions with respect to memorandum and articles

31. Effect of memorandum and articles
32. Alterations in memorandum or articles increasing liability to contribute to share capital not to bind existing members without consent
33. Copies of memorandum and articles to be supplied
34. Issued copy of memorandum to embody alterations
35. Powers implied in memorandum

Division 7 -- Membership of a company

36. Definition of member

Division 8 -- Proprietary companies

37. Meaning of “proprietary company”
38. Court may determine whether a company certified as a proprietary company is a proprietary company
39. Alterations to memorandum and articles of proprietary companies

Division 9 -- Reduction of number of members below legal minimum

40. Effect of carrying on business with less than minimum number of members

Division 10 -- Contracts, etc.

41. Form of contracts
42. Bills of exchange and promissory notes
43. Execution of deeds abroad
44. Power of company to have special seal for use abroad
45. Authentication of documents

PART III -- Share capital and debentures

Division 1 -- Prospectus

46. Filing of prospectus
47. Specific requirements as to prospectus
48. Power to issue abridged advertisement
49. Restriction on alteration of terms mentioned in prospectus
50. Liability for statements in prospectus
51. Documents containing offers of shares or debentures for sale deemed to be prospectus
52. Application moneys

Division 2 -- Allotment

53. Restriction as to allotment
54. Prohibition of allotment in certain cases unless statement in lieu of prospectus filed
55. Effect of irregular allotment
56. Return as to allotments

Division 3 -- Commissions and discounts

57. Commissions
58. Statement in balance sheet as to commissions and discounts
59. Prohibition of provision of financial assistance by company in certain cases

Division 4 -- Issue of redeemable preference shares and shares at a discount

60. Power to issue redeemable preference shares
61. Power to issue shares at a discount

Division 5 -- Miscellaneous provisions as to capital

62. Power of company to arrange for different amounts being paid on shares
63. Reserve liability of company
64. Power of company limited by shares to alter its share capital
65. Notice to Registrar of consolidation of share capital, conversion of shares into stocks, etc.
66. Notice of increase of share capital
67. Power of unlimited company to provide for reserved share capital on re-registration
68. Power of company to pay interest out of capital in certain cases
69. Limited company may have director with unlimited liability
70. Special resolution of company making liability of directors unlimited

Division 6 -- Reduction of capital

71. Special resolution for reduction of share capital
72. Application to Court for confirming order
73. Objections by creditors and settlement of list of objecting creditors
74. Order confirming reduction
75. Registration of order and minute of reduction
76. Minute to form part of memorandum
77. Liability of members in respect of reduced shares

Division 7 -- Variation of rights of shareholders

78. Rights of holders of special classes of shares
79. Provisions for modification, alteration, or abandonment of preferential or cumulative rights in relation to certain classes of shares
80. Bonus debentures and shares

Division 8 -- Transfer of shares and debentures, evidence of title, etc.

81. Nature of shares
82. Transfer of shares or debentures not to be registered, except on production of instrument of transfer
83. Transfer by personal representative
84. Registration of transfer at request of transferor
85. Notice of refusal to register transfer
86. Bringing in certificates to company for transfer
87. Duties of company with respect to issue of certificates
88. Certificate of shares or stock
89. Evidence of grant of probate

Division 9 -- Special provisions as to debentures

90. Right of debenture holders to inspect the register of debenture holders and to have copies of trust deed
91. Perpetual debentures
92. Power to re-issue redeemed debentures in certain cases
93. Specific performance of contract
94. Payments of certain debts out of assets subject to floating charge in priority to claims under the charge

Division 10 -- Provisions as to company’s register of charges and as to copies of instruments creating charges

95. Duty of company to keep copies of instruments
96. Company’s register of charges
97. Right to inspect copies of instruments creating charges and company’s register of charges
98. Application of Part III to charges created and property subject to charge acquired by company incorporated outside this State

PART IV -- Management and administration

Division 1 -- Registered office, secretary of company, etc.

99. Registered office of company
100. Secretary to be appointed
101. Publication of name of company

Division 2 -- Restrictions on commencement of business

102. Restriction on commencement of business

Division 3 -- Register of members

103. Register of members
104. Index of members of company
105. Inspection of register
105A. Register may be kept away from registered office
106. Power to close register
107. Power to rectify register
108. Entry of trusts and trustees
109. Register to be evidence

Division 4 -- Branch register

110. Company may keep branch register
111. Provisions as to branch register

Division 5 -- Annual return

112. Annual return
113. Annual return to be made by a company not having share capital

Division 6 -- Meetings and proceedings

114. Annual general meeting
115. First statutory meeting of company
116. Convening extraordinary general meeting on requisition
117. Provisions as to meetings
118. Representation of companies at meetings of other companies of which they are members
119. Definition of special resolution
120. Effect of special resolutions in certain cases
121. Registration and copies of special resolutions
122. Resolutions passed at adjourned meetings
123. Minutes of proceedings of meetings and directors
124. Inspection of minute books

Division 7 -- Accounts

125. Accounts
126. Profit and loss account and balance sheet
127. Form of balance sheet
128. Shares in subsidiary companies
129. Particulars as to subsidiary companies
130. Meaning of subsidiary company
131. Loans to officers and employees and payments to directors
132. Reserve fund
133. Signing of balance sheet
134. Publication of balance sheet
135. Proprietary companies to furnish copies of balance sheets
136. Certain companies to publish statement periodically

Division 8 -- Audit

137. Appointment and remuneration of auditors
138. Disqualification for appointment as auditor
139. Powers and duties of auditors

Division 9 -- Inspection

140. Investigation of affairs of company by inspectors
141. Proceedings on report by inspectors
142. Power of company to appoint inspectors
143. Power of Governor to appoint inspector
144. Report of inspectors to be evidence

Division 10 -- Directors and managers

145. Number of directors
146. Restrictions on appointment or advertisement of director
147. Qualification of director
148. Provisions as to undischarged bankrupts acting as directors
149. Validity of acts of directors
150. Register of directors
151. Remuneration of directors
152. Shareholders may appeal against rate or amount of remuneration fixed for a director
153. Statement as to remuneration of directors to be furnished to shareholders
154. Disclosure by directors of interest in contracts
155. Provisions as to payments received by directors for loss of office or on retirement
156. Provision as to assignment of office by directors

Division 11 -- Avoidance of provisions in articles or contracts relieving officers from liability

157. Provisions as to liability of officers and auditors

Division 12 -- Arrangements and reconstructions

158. Power to compromise with creditors and members
159. Provisions for facilitating reconstruction and amalgamation of companies
160. Power to acquire shares of shareholders dissenting from scheme or contract approved by majority

Division 13 -- Arbitrations

161. Arbitration between companies and others

PART V -- No liability companies

162. Application of this Part
163. Returns to be made by no liability companies
164. Calls and forfeiture for non-payment
165. Forfeited shares to be sold by auction
166. Redemption of forfeited shares
167. Forfeited shares which are not sold to become the absolute property of the company
168. Minute of forfeiture to be conclusive evidence
169. Power to issue new scrip
170. Shareholder not liable for calls or contributions
171. Liability of directors of company for wages

PART VI -- Co-operative companies

171A. Interpretation
171B. Non-cooperative may apply for registration
171C. Certain non-cooperatives not to be registered
171D. Prerequisites of registration
171E. Form and content of application
171F. Registration of applicant as a co-operative company
172. Prohibition of trading as co-operative except by registered companies, etc.
173. Memorandum and articles of association of co-operative companies
174. Power of co-operative company to purchase shares
175. Distribution of reserve funds and assets of co-operative company, and payment for shares on voluntary winding-up
176. Certain co-operative societies not to be registered after the commencement of this Act
176A. Co-operative company may apply to become a new body
176B. New body ceases to be registered as co-operative company
176C. New body not to impose greater liability, etc.
176D. Effect of certificate that new body exists
176E. New body corporate deemed to be a continuation of the co-operative company

PART VII -- Winding-up of companies

Division 1 -- (a) Preliminary

177. Application of this Part
178. Modes of winding-up
179. Liability of members as contributories
180. Nature of liability of contributory
181. Contributions in case of death of member
182. Contributions in case of bankruptcy of member
184. Registered liquidators to be appointed except in special cases

Division 2 -- Winding-up by Court

185. Circumstances under which company may be wound up under order of Court
186. Company, when deemed unable to pay its debts
187. Provisions as to applications for winding-up
188. Powers of Court on hearing
189. Power to stay or restrain proceedings against company
190. Avoidance of dispositions of property, etc., after commencement of winding-up
191. Petition to be “lis pendens”
192. Commencement of winding-up by Court
193. Copy of order to be filed with Registrar
194. Actions stayed on winding-up order
195. Effect of winding-up order
196. Power of Court to appoint official liquidators
197. Meetings of creditors and contributories
198. Statement of company’s affairs to be submitted to liquidator
199. Report of liquidator
200. General provisions as to official liquidators
201. Custody of company’s property
202. Vesting of property of company in liquidator
203. Powers of official liquidator
204. Exercise and control of liquidator’s powers
205. Books to be kept by liquidator
206. Liquidator to pay moneys into bank
207. Audit of liquidator’s accounts
208. Control of Court over liquidators
209. Release of liquidators
210. Meetings of creditors and contributories to determine whether committee of inspection shall be appointed
211. Constitution and proceedings of committee of inspection
212. Powers of Court where no committee of inspection
213. Power to stay winding-up
214. Settlement of list of contributories and application of assets
215. Delivery of property to liquidator
216. Payment of debts by contributory to company and extent to which set-off allowed
217. Power of Court to make calls
218. Payment into bank of moneys due to company
219. Order on contributory conclusive evidence
220. Power to appoint special manager
221. Power to exclude creditors not proving in time
222. Adjustment of rights of contributories
223. Inspection of books by creditors and contributories
224. Power to summon persons suspected of having property of company
225. Power to order examination of promoters, directors, etc.
226. Power to restrain fraudulent persons from managing companies
227. Power to arrest absconding contributory
228. Powers of Court cumulative
229. Delegation to liquidator of certain powers of Court
230. Dissolution of company

Division 3 -- Voluntary winding-up of company

231. Circumstances in which a company may be wound up voluntarily
232. Notice of resolution to wind up voluntarily
233. Commencement of voluntary winding-up
234. Effect of voluntary winding-up on business and status of company
235. Avoidance of transfers, etc., after commencement of voluntary winding-up
236. Statutory declaration of solvency in case of proposal to wind-up voluntarily
237. Provisions applicable to a members’ voluntary winding-up
238. Power of company to appoint and fix remuneration of liquidators
239. Power to fill vacancy in office of liquidator
240. Power of liquidator to accept shares, etc., as consideration for sale of property of company
241. Duty of liquidator to call general meeting at end of year
242. Final meeting and dissolution
243. Provisions applicable to a creditors’ voluntary winding-up
244. Meeting of creditors
245. Appointment of liquidator
246. Appointment of committee of inspection
247. Fixing of liquidators’ remuneration and cesser of directors’ powers
248. Power to fill vacancy in office of liquidator
249. Application of s. 240 to a creditors’ voluntary winding-up
250. Duty of liquidator to call meetings of company and creditors
251. Final meeting and dissolution
252. Provisions applicable to every voluntary winding-up
253. Distribution of property of company
254. Powers and duties of liquidator in voluntary winding-up
255. Power of Court to appoint or remove liquidator
256. Notice by liquidator of his appointment
257. Arrangement, when binding on creditors
258. Power to apply to Court to have questions determined or powers exercised
259. Costs of voluntary winding-up
260. Saving for rights of creditors and contributories
261. Power of Court to adopt proceedings of voluntary winding-up

Division 4 -- Winding-up subject to supervision of Court

262. Power to order winding-up subject to supervision
263. Effect of petition for winding-up subject to supervision
264. Application of s. 190 to winding-up subject to supervision
265. Power for Court to appoint or remove liquidators
266. Effect of supervision order

Division 5 -- Provisions applicable to every mode of winding-up

267. Term “liquidator” to include “official liquidator”
268. Debts of all descriptions to be proved
269. Application of bankruptcy rules in winding-up of insolvent companies
270. Priority of Crown in winding-up preserved
271. Preferential payments
272. Creditors to receive interest before surplus divided
273. Fraudulent preference
274. Avoidance of attachments, etc.
275. Effect of floating charge
276. Disclaimer of onerous property
277. Restriction of rights of creditor in execution or attachment
278. Duties of sheriff as to goods taken in execution
279. Offences by officers of companies in liquidation
280. Liability where proper accounts not kept
281. Responsibility of directors for fraudulent trading
282. Power of Court to assess damages against delinquent directors, etc.
283. Prosecution of delinquent officers and members of the company
284. Directors not to be liquidators and liquidators to file consent
285. Enforcement of duty of liquidator to make returns, etc.
286. Notification that a company is in liquidation
287. Books of company to be evidence
288. Disposal of books and papers of company
289. Information as to pending liquidations
290. Application of unclaimed assets of company
291. Resolutions passed at adjourned meeting of creditors and contributories
292. Meetings to ascertain wishes of creditors or contributories
293. Special commission for receiving evidence
294. Appeal to Court against decision of liquidator
295. Power of Court to declare dissolution of company void
296. Registrar may strike defunct company off register
297. Registrar to act as representative of defunct company in certain events
298. Outstanding assets of defunct company
299. Outstanding realty, how disposed of
300. Outstanding personality, how disposed of
301. Registrar to keep accounts of assets which shall be open to inspection by Auditor General

PART VIII -- Winding-up of unregistered companies

302. Meaning of unregistered company
303. Winding-up of unregistered companies
304. Contributories in winding-up of unregistered company
305. Power of Court to stay or restrain proceedings
306. Actions stayed on winding-up
307. Provision in case of unregistered company unable to sue or be sued
308. Provisions of this Part cumulative

PART IX -- Application of this Act to companies formed or registered under former Acts

309. Application to Act to companies formed under former Companies Act
310. Application of Act to companies registered under former Companies Acts
311. Mode of transferring shares

PART X -- Companies not formed under this Act authorised to register under this Act

312. Companies capable of being registered
313. Definition of joint stock company
314. Requirements for registration of joint stock companies
315. Requirements for registration by company not being a joint stock company
316. Authentication of statements
317. Registrar may require evidence as to nature of company
318. Addition of “limited” to name
319. Certificate of registration
320. Certificate to be evidence of compliance with Act
321. Vesting property in company
322. Saving for existing liabilities
323. Continuance of existing actions
324. Effect of registration under Act
325. Power to substitute memorandum and articles for deed of settlement
326. Power of Court to stay or restrain proceedings
327. Actions stayed on winding-up order

PART XI -- Foreign companies

328. Companies to which Part XI applies
329. Registration and documents to be delivered to Registrar
330. Company to have registered office
331. Certificate of registration
332. Power of companies incorporated in British Possessions to hold lands
333. Service on agent or at office good service on company
334. Companies to file balance sheets
335. Return to be delivered to Registrar where documents, etc., altered
336. Obligation to state name of company, whether limited and country where incorporated
337. Company to give notice of intention to cease carrying on business
338. Notice to Registrar of liquidation of company outside the State
339. Notice of dissolution of foreign company
340. Provision as to companies ceasing to do business in the State
341. Winding-up of companies registered under this Part
342. Acts of agent of company to be binding on company
343. Acts under memorandum of appointment good until notice filed with Registrar
344. Proceedings on death or revocation of memorandum of appointment of agent
345. Inspection
346. Provisions as to evidence
347. Local register to be kept by foreign companies
348. Transfer of shares
349. Power to reject transfer to vest in agent or local board
350. Transfer of shares to local register
351. Local register to be deemed part of company’s register of members
352. Certificate to be prima facie evidence of title
353. Inspection of register
354. Register may be closed
355. Validity of transfer of shares of deceased person
356. Notice of rectification to be given to Registrar
357. Dividends, how payable
361. Effect of non-registration and penalties

PART XII -- Receivers and managers

362. Appointment of receivers
363. Power of Court to fix remuneration of receiver
364. Delivery to Registrar of accounts of receivers and managers
365. Enforcement of duty of receiver to make returns, etc.

PART XIII -- Restrictions on sale of shares and offers of shares for sale

Division 1 -- Restrictions relating to shares

366. Definitions
367. Provisions with respect to prospectuses of foreign companies inviting subscriptions for shares or offering shares for sale
368. Requirements as to prospectus
368A. Advertisement may be abridged prospectus
369. Restrictions on offering shares for subscription or sale
370. Restriction on sale of shares in companies with illegal objects

Division 2 -- Restrictions relating to share brokers

371. Definitions
372. Authorised share brokers
373. Provision as to registration of authorised share brokers
374. Duration of registration
375. Provisions as to application to Court for order authorising registration
376. Provisions relating to deposits made with Treasurer
377. Cancellation of registration of authorised broker by Registrar
378. Information to be supplied to Registrar
379. Names of registered authorised share brokers to be published

PART XIV -- Investment companies

380. Interpretation
381. Restriction on borrowing by investment companies
382. Restriction on investments of investment companies
383. Restriction on underwriting by investment companies
384. Special requirements as to articles and prospectus of investment companies
385. Investment companies not to hold shares in other Australian investment companies
386. Investment company not to speculate in commodities
387. Special provisions as to balance sheets and accounts of investment companies
388. Investment fluctuation reserve
389. Penalties
390. Saving

PART XV -- Registrar’s office and administration

392. Registrar’s office
393. Fees
394. Registrar to enforce Act
395. Power to require inspection
396. Enforcement of duty of company to make returns to Registrar
397. Documents to be certified
398. Duty of Registrar to refuse registration in certain cases
399. Registrar may apply to Court for winding-up in certain cases
400. Appeal to Court against decision of Registrar
401. Authority of Registrar to destroy documents

PART XVI -- Miscellaneous

402. Registration of persons qualified to act as auditors or liquidators
403. Gazettal of registration
404. Only registered persons to act as auditors or liquidators
405. Qualifications for registration as auditor or liquidator
406. Cancellation of registration of auditor or liquidator
407. Power of Court to make rules
408. Regulations
409. Application and alteration of forms and fees
410. Service of documents
411. Power to enforce orders
412. Power of Court to grant relief in certain cases
413. Loss of memorandum, etc.
414. Lost share certificates
415. Proceedings not invalidated by irregularities
416. Provision as to security for costs in actions brought by certain companies
417. Pleadings in actions against members
418. Expenses of winding-up where assets are not sufficient
419. Power of assignee to sue
420. Transfer to avoid liability
421. Non-application of rule against perpetuities to certain schemes
422. Penalty on company publishing misleading statements
423. Penalty for improper use of word “Limited” or “No liability”
424. Penalty for non-performance of provisions of Act
425. Penalty for false statement
427. Time for prosecution
428. Onus of proof
429. Transition provisions for returns, balance sheets, and accounts
430. Powers of certain foreign companies
431. Certified copy of articles of company to be prima facie evidence
432. Declaration
433. Exemption from stamp duty on reconstruction
434. Form of register, index or accounts
FIRST SCHEDULE
SECOND SCHEDULE
THIRD SCHEDULE
FOURTH SCHEDULE
FIFTH SCHEDULE
SIXTH SCHEDULE
SEVENTH SCHEDULE
EIGHTH SCHEDULE
NINTH SCHEDULE
TENTH SCHEDULE
ELEVENTH SCHEDULE
TWELFTH SCHEDULE
THIRTEENTH SCHEDULE
Compilation table

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