CO-OPERATIVES ACT 2009 (NO. 24 OF 2009)
Table of Provisions
PART 1 -- Preliminary
Division 1 -- Introductory
Division 2 -- Qualified privilege
- 5 Qualified privilege
Division 3 -- The co-operative principles
Division 4 -- Application of Corporations Act to co-operatives
- 8 Definitions
- 9 Excluded matter
- 10 Applying the Corporations legislation to co-operatives
- 11 Modifications to applied provisions
PART 2 -- Formation
Division 1 -- Types of co-operatives
Division 2 -- Formation meeting
- 15 Formation meeting
Division 3 -- Approval of disclosure statement and rules
Division 4 -- Registration of proposed co-operative
- 18 Application for registration of proposed co-operative
- 19 Registration of co-operative
- 20 Incorporation and certificate of registration
Division 5 -- Registration of an existing corporation
- 21 Existing corporation can be registered
- 22 Formation meeting and transitional provision
- 23 Application for registration
- 24 Requirements for registration
- 25 Transitional provision
- 26 Certificate of registration
- 27 Effect of registration
Division 6 -- Conversion of co-operative
- 28 Conversion of co-operative
Division 7 -- Reviews
- 29 Appeal against refusal to approve disclosure statement
- 30 Appeal against refusal to approve draft rules
- 31 Appeal against refusal to register
- 32 Supreme Court’s powers on appeal
Division 8 -- General
PART 3 -- Legal capacity and powers
Division 1 -- General powers
Division 2 -- Doctrine of ultra vires abolished
- 37 Interpretation
- 38 Doctrine of ultra vires abolished
- 39 Legal capacity
- 40 Restrictions on co-operatives in rules
Division 3 -- Persons having dealings with co-operatives
- 41 Assumptions entitled to be made
- 42 Assumptions
- 43 Person who knows or ought to know is not entitled to make assumptions
- 44 Lodgment of documents not to constitute constructive knowledge
- 45 Effect of fraud
Division 4 -- Authentication and execution of documents and confirmation of contracts
- 46 Common seal
- 47 Official seal
- 48 Authentication need not be under seal
- 49 Co-operative may authorise person to execute deed
- 50 Execution under seal
- 51 Contractual formalities
- 52 Other requirements as to consent or sanction not affected
Division 5 -- Pre-registration contracts
- 53 Contracts before registration
- 54 Person may be released from liability but is not entitled to indemnity
- 55 This Division replaces other rights and liabilities
PART 4 -- Membership
Division 1 -- General
- 56 Becoming a member
- 57 Members of co-operative group
- 58 Qualification for membership and transitional provision
- 59 Membership may be joint
- 60 Members under 18 years of age
- 61 Representatives of corporations
- 62 Notification of shareholders and shareholdings
- 63 Circumstances in which membership ceases -- all co-operatives
- 64 Additional circumstances in which membership ceases -- co-operatives with share capital
- 65 Carrying on business with too few members
Division 2 -- Rights and liabilities of members
- 66 Rights of membership not exercisable until registered etc.
- 67 Liability of members to co-operative
- 68 Co-operative to make information available to person intending to become a member
- 69 Entry fees and regular subscriptions
- 70 Members etc. may be required to deal with co-operative
- 71 Fines payable by members
- 72 Charge and set off of co-operative
- 73 Repayment of shares on resignation or expulsion
Division 3 -- Death of member
- 74 Meaning of interest
- 75 Transfer of share or interest on death of member
- 76 Transfer of small shareholdings and interests on death
- 77 Value of shares and interests
- 78 Co-operative protected
Division 4 -- Disputes involving members
Division 5 -- Oppressive conduct of affairs
- 81 Interpretation
- 82 Application of Division
- 83 Who may apply for court order
- 84 Orders that the Supreme Court may make
- 85 Basis on which Supreme Court makes orders
- 86 Winding-up need not be ordered if oppressed members prejudiced
- 87 Application of winding-up provisions
- 88 Changes to rules
- 89 Copy of order to be lodged with Registrar
Division 6 -- Proceedings on behalf of a co-operative by members and others
- 90 Bringing, or intervening in, proceedings on behalf of a co-operative
- 91 Applying for and granting leave
- 92 Substitution of another person for the person granted leave
- 93 Effect of ratification by members
- 94 Leave to discontinue, compromise or settle proceedings brought, or intervened in, with leave
- 95 General powers of the Supreme Court
- 96 Power of Supreme Court to make costs order
PART 5 -- Rules
- 97 Effect of rules
- 98 Content of rules
- 99 Purchase and inspection of copy of rules
- 100 False copies of rules
- 101 Model rules
- 102 Rules can only be altered in accordance with this Act
- 103 Approval of alteration of rules
- 104 Alteration by special resolution
- 105 Alteration by resolution of board
- 106 Alteration does not take effect until registered
- 107 Appeal against refusal to approve alteration
- 108 Appeal against refusal to register
- 109 Supreme Court’s powers on appeal
PART 6 -- Active membership
Division 1 -- Definitions
- 110 Meaning of active membership resolution
- 111 What is active membership
- 112 What are active membership provisions and resolutions
Division 2 -- Rules to contain active membership provisions
- 113 Number of primary activities required
- 114 Rules to contain active membership provisions
- 115 Factors and considerations for determining primary activities etc.
- 116 Active membership provisions -- distributing co-operatives
- 117 Regular subscription -- active membership of non-distributing co-operative
Division 3 -- Active membership resolutions
Division 4 -- Cancellation of membership of inactive or missing members
- 120 Cancellation of membership of inactive or missing member
- 121 Share to be forfeited if membership cancelled
- 122 Failure to cancel membership -- offence by director
- 123 Deferral of forfeiture by board
- 124 Cancellation of membership prohibited in certain circumstances
- 125 Notice of intention to cancel membership
- 126 Order of Supreme Court against cancellation
- 127 Repayment of amounts due because of cancelled membership
- 128 Interest on deposits, debentures and co-operative capital units
- 129 Repayment of deposits, and redemption of debentures and co-operative capital units
- 130 Register of cancelled memberships
Division 5 -- Entitlements of former members of distributing co-operatives
- 131 Application of Division
- 132 Former shareholders to be taken to be shareholders for certain purposes
- 133 Entitlements of former shareholders on mergers etc.
- 134 Set off of amounts repaid etc. on forfeited shares
- 135 Regulations may exempt co-operatives from provisions
PART 7 -- Shares
Division 1 -- Nature of share
- 136 Nature of share in co-operative
Division 2 -- Disclosure
- 137 Disclosure to intending shareholders in distributing co-operative
- 138 Content of disclosure statement to intending shareholders
- 139 Exemptions for disclosure statements
Division 3 -- Issues of shares
- 140 Shares -- general
- 141 Application of Corporations Act for particular share subscriptions
- 142 Minimum paid up amount
- 143 Shares not to be issued at a discount
- 144 Issue of shares at a premium
- 145 Joint ownership of shares
- 146 Members may be required to take up additional shares
- 147 Bonus share issues
- 148 Restrictions on bonus shares
- 149 Notice about bonus shares
Division 4 -- Beneficial and non-beneficial interest in shares
- 150 Direction to disclose
- 151 Disclosure by member of relevant interests and instructions
- 152 Registration as trustee etc. on death of owner of shares
- 153 Registration as administrator of estate on incapacity of shareholder
- 154 Registration as Official Trustee in Bankruptcy
- 155 Liabilities of person registered as trustee or administrator
- 156 Notice of trusts in register of members
- 157 No notice of trust except as provided by this Division
Division 5 -- Sale or transfer of shares
- 158 Sale or transfer of shares
- 159 Transfer on death of member
- 160 Restriction on total shareholding
- 161 Transfer not effective until registered
- 162 Non-members become members on registration
Division 6 -- Repurchase of shares
- 163 Purchase and repayment of shares
- 164 Deposit, debentures or co-operative capital units instead of payment when share repurchased
- 165 Cancellation of shares
PART 8 -- Voting and meetings
Division 1 -- Voting entitlements
- 166 Application of Part to voting
- 167 Voting
- 168 Voting by proxy
- 169 Control of the right to vote
- 170 Effect of disposal of shares on voting rights
- 171 Effect of relevant share and voting interests on voting rights
- 172 Rights of representatives
- 173 Other rights and duties of members not affected by ineligibility to vote
- 174 Vote of disentitled member to be disregarded
Division 2 -- Resolutions
- 175 Decisions to be by ordinary resolution
- 176 Ordinary resolutions
- 177 Special resolutions
- 178 How majority obtained is ascertained
- 179 Declaration of passing of special resolution
- 180 Effect of special resolution
- 181 Lodgment of special resolution
- 182 Decision of Registrar on application to register special resolution
Division 3 -- Resolution by circulated document
Division 4 -- Postal ballots
- 185 Postal ballots
- 186 Special postal ballots
- 187 When a special postal ballot required
- 188 Holding of postal ballot on requisition
- 189 Expenses involved in postal ballots on requisition
Division 5 -- Meetings
- 190 Annual general meetings
- 191 Special general meetings
- 192 Notice of meetings
- 193 Quorum at meetings
- 194 Decision at meetings
- 195 Calling of general meeting on requisition
- 196 Minutes
PART 9 -- Management and administration of co-operatives
Division 1 -- The Board
- 197 Board of directors
- 198 Election of directors
- 199 Qualification of directors
- 200 Disqualified persons
- 201 Meeting of the board of directors
- 202 Transaction of business outside meetings
- 203 Alternate directors
- 204 Delegation by board
- 205 Removal from and vacation of office
Division 2 -- Secretary
- 206 Secretary
- 207 Meaning of officer
- 208 Officers must act honestly
- 209 Standard of care and diligence required
- 210 Improper use of information or position
- 211 Recovery of damages by co-operative
- 212 Other duties and liabilities not affected
- 213 Application of Corporations Act concerning indemnities and insurance for officers and auditors
- 214 Application of Corporations Act provisions concerning officers of co-operatives
- 215 Directors’ remuneration
- 216 Certain financial accommodation to officers prohibited
- 217 Financial accommodation to directors and associates
- 218 Restriction on directors of certain co-operatives selling land to co-operative
- 219 Management contracts
- 220 Declaration of interest
- 221 Declarations to be recorded in minutes
- 222 Division does not affect other laws or rules
- 223 Certain interests need not be declared
- 224 Meaning of control and entity
- 225 Requirements for financial records and financial reports
- 226 Power of Registrar to grant exemptions
- 227 Disclosure by directors
- 228 Protection of auditors etc.
- 229 Financial year
- 230 Registers to be kept by co-operatives
- 231 Location of registers
- 232 Inspection of registers etc.
- 233 Use of information on registers
- 234 Notice of appointment etc. of directors and officers
- 235 Annual report to be lodged with Registrar
- 236 List of members to be provided at request of Registrar
- 237 Special return to be given at request of Registrar
- 238 Name to include certain matter
- 239 Use of abbreviations
- 240 Name to appear on business documents etc.
- 241 Change of name of co-operative
- 242 Restriction on use of word “co-operative” or similar words
- 243 Registered office of co-operative
PART 10 -- Funds and property
Division 1 -- Power to raise money
- 244 Meaning of obtaining financial accommodation
- 245 Fund raising to be in accordance with Act and regulations
- 246 Limits on deposit taking
- 247 Members etc. not required to see to application of money
- 248 Registrar’s directions about fundraising
- 249 Subordinated debt
- 250 Application of Corporations Act to issues of debentures
- 251 Application of Corporations Act to particular issues of debentures
- 252 Disclosure statement
- 253 Approval of board for transfer of debentures
- 254 Application of Corporations Act -- reissue of redeemed debentures
- 255 Compulsory loan by member to co-operative
- 256 Interest payable on compulsory loan
Division 2 -- Co-operative capital units
- 257 General nature of co-operative capital units
- 258 Priority of CCU’s on winding-up
- 259 Financial accommodation provisions apply to issue of CCUs
- 260 CCUs to be issued to non-members
- 261 Minimum requirements for rules concerning CCUs
- 262 CCUs not to be issued unless terms of issue approved by Registrar
- 263 Directors’ duties concerning CCUs
- 264 Redemption of CCUs
- 265 Capital redemption reserve
- 266 Issue of shares in substitution for redemption
Division 3 -- Charges
- 267 Registration of charges
Division 4 -- Receivers and other controllers of property of co-operatives
- 268 Receivers and other controllers of property of co-operatives
Division 5 -- Disposal of surplus from activities
- 269 Retention of surplus for benefit of co-operative
- 270 Application for charitable purposes or members’ purposes
- 271 Distribution of surplus or reserves to members
- 272 Application of surplus to other persons
Division 6 -- Acquisition and disposal of assets
- 273 Acquisition and disposal of assets
PART 11 -- Restrictions on the acquisition of interests in co-operatives
Division 1 -- Restrictions on share and voting interests
- 274 Application of Part
- 275 Notice required to be given of voting interest
- 276 Notice required to be given of substantial share interest
- 277 Requirements for notices
- 278 Maximum permissible level of share interest
- 279 Transitional provision
- 280 Shares to be forfeited to remedy contravention
- 281 Powers of board in response to suspected contravention
- 282 Powers of Supreme Court in relation to contravention
- 283 Co-operative to notify Registrar of interest over 20%
- 284 Co-operative to keep register
- 285 Unlisted companies to provide list of shareholders etc.
- 286 Excess share interest not to affect loan liability
- 287 Extent of operation of Division
- 288 Registrar may grant exemption from Division
Division 2 -- Restrictions on certain share offers
- 289 Share offers to which Division applies
- 290 Offer to be approved by special resolution using special postal ballot
- 291 Some offers totally prohibited if they discriminate
- 292 Offers to be submitted to board first
- 293 Announcements of proposed takeovers concerning proposed company
- 294 Additional disclosure requirements for offers involving conversion to company
- 295 Consequences of prohibited offer
- 296 Registrar may grant exemptions
PART 12 -- Merger, transfer of engagements, winding-up
Division 1 -- Mergers and transfers of engagements
- 297 Application of Division
- 298 Mergers and transfers of engagements of local co-operatives
- 299 Requirements before application can be made
- 300 Disclosure statement required
- 301 Making an application
- 302 Approval of merger
- 303 Approval of transfer of engagements
- 304 Transfer of engagements by direction of Registrar
Division 2 -- Transfer of incorporation
- 305 Application for transfer
- 306 Requirements before application can be made
- 307 Meaning of new body and transfer
- 308 New body ceases to be registered as co-operative
- 309 Transfer not to impose greater liability etc.
- 310 Effect of new certificate of registration
- 311 New body must give copy of new certificate of registration or incorporation to Registrar
- 312 New body is a continuation of the co-operative
Division 3 -- Winding-up and deregistration
- 313 Methods of winding-up
- 314 Winding-up on Registrar’s certificate
- 315 Method of deregistration
- 316 Application of Corporations Act to winding-up and deregistration
- 317 Restrictions on voluntary winding-up
- 318 Start of members’ voluntary winding-up
- 319 Distribution of surplus -- non-distributing co-operatives
- 320 Liquidator -- vacancy may be filled by Registrar
- 321 Review of liquidator’s remuneration
- 322 Liability of member to contribute in a winding-up where shares forfeited etc.
Division 4 -- Administration of co-operative -- application of Corporations Act
- 323 Application of Corporations Act to administration of co-operative
Division 5 -- Appointment of administrator
- 324 Appointment of administrator
- 325 Effect of appointment of administrator
- 326 Revocation of appointment
- 327 Expenses of administration
- 328 Liabilities arising from administration
- 329 Additional powers of Registrar
- 330 Stay of proceedings
- 331 Administrator to report to Registrar
Division 6 -- Effect of merger etc. on property, liabilities etc.
- 332 How this Division applies to a merger
- 333 How this Division applies to a transfer of engagements
- 334 How this Division applies to a transfer of incorporation
- 335 Effect of merger etc. on property, liabilities etc.
Division 7 -- Miscellaneous
- 336 Grounds for winding-up, transfer of engagements, appointment of administrator
- 337 Application of Corporations Act for insolvent co-operatives
PART 13 -- Arrangements and reconstructions
Division 1 -- General requirements
- 338 Requirements for binding compromise or arrangement
- 339 Supreme Court ordered meeting of creditors
- 340 Registrar to be given notice and opportunity to make submissions
- 341 Results of 2 or more meetings
- 342 Persons disqualified from administering compromise etc.
- 343 Application of Schedule 4 to person appointed
- 344 Application of Corporations Act to person appointed
- 345 Copy of order to be attached to rules
- 346 Directors to arrange for reports
- 347 Power of Supreme Court to restrain further proceedings
- 348 Supreme Court need not approve compromise or arrangement takeovers
Division 2 -- Explanatory statements
- 349 Explanatory statement required to accompany notice of meeting etc.
- 350 Requirements for explanatory statement
- 351 Contravention of Division -- offence by co-operative
Division 3 -- Facilitating reconstructions and mergers
- 352 Provisions for facilitating reconstructions and mergers
Division 4 -- Acquisition of shares of dissenting shareholders
- 353 Definitions
- 354 Schemes and contracts to which Division applies
- 355 Acquisition of shares pursuant to notice to dissenting shareholder
- 356 Restrictions when excluded shares exceed 10%
- 357 Remaining shareholders may require acquisition
- 358 Transfer of shares pursuant to compulsory acquisition
- 359 Disposal of consideration for shares compulsorily acquired
Division 5 -- Miscellaneous
- 360 Notification of appointment of scheme manager
- 361 Power of Supreme Court to require reports
- 362 Effect of out-of-jurisdiction compromise or arrangement
- 363 Jurisdiction to be exercised in harmony with Corporations Act jurisdiction
- 364 Registrar may appear etc.
PART 14 -- Mutual recognition
Division 1 -- Introductory
- 365 Definitions
- 366 What constitutes carrying on business
- 367 Co-operatives law
- 368 Excluded matter
- 369 Operation of foreign co-operatives in this State
- 370 Authorisation to carry on business
- 371 Registration under Companies (Co-operative) Act 1943
- 372 Notification to Registrar
- 373 Authorisation notices for participating co-operatives
- 374 Authorisation notices for non-participating co-operatives
- 375 Name of foreign co-operative
- 376 When foreign co-operative not authorised to carry on business
- 377 Withdrawal of authority to carry on business
- 378 Appeals
- 379 Application of Act and regulations to foreign co-operatives
- 380 Name and place of origin to appear on business and other documents
- 381 Supply of information to participating Registrars
- 382 Registrar to be notified of changes
- 383 Cessation of business
- 384 Functions conferred on Registrar under co-operatives law
- 385 Winding-up to relate to State activities
- 386 Supreme Court may order winding-up
- 387 Application of Corporations Act to winding-up of foreign co-operatives
- 388 Outstanding property of foreign co-operative
- 389 Definitions
- 390 Authority for merger or transfer of engagements
- 391 Requirements before application can be made
- 392 Disclosure statement required
- 393 Making an application
- 394 Approval of merger
- 395 Approval of transfer of engagements
- 396 Effect of merger or transfer of engagements
- 397 Division applies instead of certain other provisions of this Act
PART 15 -- Supervision and protection of co-operatives
Division 1 -- Supervision and protection
- 398 Definitions
- 399 Co-operative includes subsidiaries, foreign co-operatives and co-operative ventures
- 400 Appointment of inspectors
- 401 Registrar and investigators have functions of inspectors
- 402 Inspector’s identity card
- 403 Production or display of inspector’s identity card
- 404 Powers of inspector
- 405 Inspector’s appointment conditions
- 406 Entry of place
- 407 Consent to entry
- 408 Inspectors may require certain persons to appear, answer questions and produce documents
- 409 Powers of inspectors on place entered
- 410 Functions of inspectors in relation to relevant documents
- 411 Protection from incrimination
- 412 Warrants
- 413 Warrants -- applications made other than in person
- 414 Entry with warrant
- 415 General powers after entering places
- 416 Power to seize evidence
- 417 Receipt for seized things
- 418 Return of seized things
- 419 Power to require name and address
- 420 False or misleading statements
- 421 Power to require production of documents
- 422 False or misleading documents
- 423 Obstruction of inspectors
- 424 Copies or extracts of records to be admitted in evidence
- 425 Privilege
Division 2 -- Inquiries
- 426 Definitions
- 427 Appointment of investigators
- 428 Powers of investigators
- 429 Examination of involved person
- 430 Privilege
- 431 Offences by involved person
- 432 Offences relating to documents
- 433 Record of examination
- 434 Report of investigator
- 435 Proceedings following inquiry
- 436 Admission of investigator’s report as evidence
- 437 Costs of inquiry
- 438 Falsification of records
- 439 Fraud or misappropriation
- 440 Offering or paying commission
- 441 Accepting commission
- 442 False statements in loan application etc.
- 443 Application for special meeting or inquiry
- 444 Holding of special meeting
- 445 Expenses of special meeting or inquiry
- 446 Power to hold special inquiry into co-operative
- 447 Special meeting following inquiry
- 448 Information and evidence
- 449 Extension or abridgment of time
- 450 Power of Registrar to intervene in proceedings
PART 16 -- Administration of this Act
Division 1 -- The Registrar
- 451 Registrar of Co-operatives
- 452 Deputy Registrar and other staff
- 453 Delegation by Registrar
- 454 Registers to be kept by Registrar
- 455 Keeping of registers
- 456 Disposal of records by Registrar
- 457 Inspection of registers
- 458 Approvals by Registrar
- 459 Lodgment of documents
- 460 Way of lodging
- 461 Power of Registrar to refuse to register or reject documents
Division 2 -- Protection from liability
- 462 Particular persons protected from liability
Division 3 -- Evidence
- 463 Certificate of registration
- 464 Certificate evidence
- 465 Records kept by co-operatives
- 466 Minutes
- 467 Official certificates
- 468 The Registrar and proceedings
- 469 Rules
- 470 Registers
Division 4 -- Enforceable undertakings
- 471 Undertakings following contravention of, or failure to comply with, this Act
- 472 Register of undertakings
- 473 Enforcement orders
PART 17 -- Offences and proceedings
- 474 Offences by officers of co-operatives
- 475 Notice to be given of conviction for offence
- 476 Secrecy
- 477 False or misleading statements
- 478 Further offence for continuing failure to do required act
- 479 Civil remedies
- 480 Injunctions
- 481 Proceedings for offences etc.
PART 18 -- General
- 482 Co-operative ceasing to exist
- 483 Service of documents on co-operative
- 484 Service on member of co-operative
- 485 Reciprocal arrangements
- 486 Translations of documents
- 487 Exemptions may be on conditions
- 488 Approval of forms
- 489 Regulation making power
- 490 Companies (Co-operative) Act 1943 repealed
- 491 Co-operative and Provident Societies Act 1903 repealed
PART 19 -- Transitional and savings provisions
Division 1 -- Preliminary
- 492 Terms used in this Part
- 493 Interpretation Act 1984 not affected
- 494 Transitional regulations
Division 2 -- Prohibition on registration under former Act
- 495 Prohibition on registration under Companies (Co-operative) Act 1943 or Co-operative and Provident Societies Act 1903
Division 3 -- Transfer to incorporation under this Act
- 496 Co-operative companies and registered societies to register under this Act
- 497 Decision of Registrar to register co-operative company or registered society
Division 4 -- General transitional provisions
- 498 Special resolutions, applications to the Court and court orders
- 499 Inspections or inquiry
- 500 Acquisition of shares of shareholders dissenting from scheme or contract approved by majority
- 501 Transitional provisions about active members
Division 5 -- Pending incorporation, reconstruction or winding-up
PART 20 -- Consequential amendments
Division 1 -- Consequential amendments commencing on registration of Co-operative Bulk Handling Limited
- 505 Grain Marketing Act 2002 amended
- 506 Local Government Act 1995 amended
Division 2 -- Consequential amendments commencing on commencement of this Act
- 507 Civil Judgments Enforcement Act 2004 amended
- 508 Criminal Property Confiscation Act 2000 amended
- 509 Equal Opportunity Act 1984 amended
- 510 Taxi Act 1994 amended
- 511 Western Australian Treasury Corporation Act 1986 amended
Division 3 -- Consequential amendments commencing on repeal of former Acts
- 512 Civil Judgments Enforcement Act 2004 amended
- 513 Criminal Property Confiscation Act 2000 amended
- 514 Equal Opportunity Act 1984 amended
- 515 Housing Loan Guarantee Act 1957 amended
- 516 Local Government Act 1995 amended
- 517 Taxi Act 1994 amended
- 518 Western Australian Treasury Corporation Act 1986 amended