Western Australian Consolidated Acts Western Australian Consolidated Acts (1) A company within
the meaning of the Corporations Act 2001 of the Commonwealth that is
taken to be registered in Western Australia may, by a special resolution,
determine to seek registration as a registered society, and, for the purpose,
in any case where the nominal value of its shares held by any member other
than a registered society exceeds $50 000 or such other amount as
prescribed may, by such resolution, provide for the conversion of the excess
of such share capital over $50 000 or such other amount as is prescribed
into a transferable loan stock bearing such rate of interest as may thereby be
fixed, and repayable on such conditions only as are in such resolution
determined.
(2) An application for
the registration of a company as a registered society shall be accompanied by
a copy of the rules of the society therein referred to, and a copy of a
special resolution referring to the proposed rules appointing 7 persons,
members of the company, who, together with the secretary, shall sign the
rules, and who may either be authorised to accept any alternations made by the
Registrar therein, without further consulting the company, or may be required
to lay all such alterations before the company in general meeting for
acceptance as the resolution may direct.
(3) The Registrar,
upon the registration of the society, shall give to it, in addition to the
acknowledgment of registry, a certificate similarly sealed or signed that the
rules of the society referred to in the resolution have been registered; but
in the registered name of the company as a society the word
“company” shall not be used.
(4) Effect shall not
be given by the Registrar to an application for the registration of a company
as a registered society unless, after consultation with the Commissioner for
Corporate Affairs, he is satisfied —
(a) that
provision is made for the voluntary winding up of the company;
(b) as
to the extent to which, and the manner in which, the constituent documents of
the society provide for the affairs of the company, its members and creditors
pending dissolution of the company; and
(c) that
the Commissioner for Corporate Affairs is not aware of any failure of the
company to comply with any requirement of the Corporations Act 2001 of
the Commonwealth, the Corporations Law, the Companies (Western Australia) Code
or the Companies Act 1961 that remains applicable to it.
(5) The registration
of a company as a registered society shall not affect any right or claim for
the time being subsisting against the company, or any penalty for the time
being incurred by such company, and, for the purpose of enforcing any such
right, claim, or penalty, the company may be sued and proceeded against in the
same manner as if it had not been registered as a society.
[Section 43 amended by No. 48 of 1947
s. 5; No. 43 of 1969 s. 10; No. 61 of 1973 s. 4;
No. 10 of 1982 s. 28; No. 60 of 1986 s. 6; No. 10 of
2001 s. 50.]