This document has been provided by the
International Center for Not-for-Profit Law (ICNL).

ICNL is the leading source for information on th e legal environment for civil society and public
participation. Since 1992, ICNL has served as a resource to civil society leaders, government
officials, and the donor community in over 90 countries.

Visit ICNL’s Online Library at
https://www.icnl.org/knowledge/library/index.php
for further resources and research from countries all over the world.

Disclaimers Content. The information provided herein is for general informational and educational purposes only. It is not intended and should not be
construed to constitute legal advice. The information contai ned herein may not be applicable in all situations and may not, after the date of
its presentation, even reflect the most current authority. Noth ing contained herein should be relied or acted upon without the benefit of legal
advice based upon the particular facts and circumstances pres ented, and nothing herein should be construed otherwise.
Translations. Translations by ICNL of any materials into other languages are intended solely as a convenience. Translation accuracy is not
guaranteed nor implied. If any questions arise related to the accuracy of a translation, please refer to the original language official version of
the document. Any discrepancies or differences created in the tr anslation are not binding and have no legal effect for compliance or
enforcement purposes.
Warranty and Limitation of Liability. Although ICNL uses reasonable efforts to include ac curate and up-to-date information herein, ICNL
makes no warranties or representations of any kind as to its a ccuracy, currency or completeness. You agree that access to and u se of this
document and the content thereof is at your own risk. ICNL discl aims all warranties of any kind, express or implied. Neither ICNL nor any
party involved in creating, producing or delivering this document shall be liable for any damages whatsoever arising out of access to, use of
or inability to use this document, or any e rrors or omissions in the content thereof.

NORTHERN TERRITORY OF AUSTRALIA
CO-OPERATIVES REGULATIONS
As in force at 17 March 2004
TABLE OF PROVISIONS
Regulation
PART 1 – PRELIMINARY
1. Citation
2. Objective
3. Definition
4. Definition of debenture
PART 2 – RULES
5. Maximum fine which may be imposed on a member
PART 3 – ACTIVE MEMBERSHIP
6. Factors and considerations for determining primary activities
7. Register of cancelled memberships
PART 4 – SHARES AND VOTING
8. Notice in respect of bonus shares
9. Postal ballots
PART 5 – MANAGEMENT AND ADMINISTRATION OF CO-OPERATIVES
10. Disqualified persons
11. Adoption of Corporations Act 2001 provisions concerning
officers of co-operatives
12. Requirements for financial statements and financial records
13. Registers to be kept by co-operatives
14. Inspection of registers, &c.
15. Notice of appointment, &c., of directors and officers
16. Annual report
17. Advertising change of name of co-operative
PART 6 – FUNDS AND PROPERTY
18. Fund raising to be in accordance with Act and regulations
19. Compulsory loan by member to co-operative
20. Limited dividend

ii
PART 7 – RESTRICTIONS ON THE ACQUISITIONS OF INTERESTS IN
CO-OPERATIVES
21. Notice of relevant interest in member’s right to vote
22. Notice of substantial share interest
23. Notice of change in substantial share interest
24. Notice of cessation of substantial share interest
PART 8 – MERGER, TRANSFER OF ENGAGEMENTS, WINDING UP
25. Application for registration or incorporation under another law
26. Winding up on Registrar’s certificate
27. Application of Corporations Act 2001 to winding up
PART 9 – ARRANGEMENTS AND RECONSTRUCTIONS
28. Registrar to be given notice and opportunity to make
submissions
29. Compulsory acquisition notice
30. Notice to remaining shareholders
PART 10 – FOREIGN CO-OPERATIVES
31. Application for registration of participating co-operative as a
foreign co-operative
32. Application for registration of non-participating co-operative as
a foreign co-operative
33. Registration of foreign co-operative
34. Application of Act and regulations to foreign co-operatives
35. Notification by foreign co-operative of certain changes
36. Co-operative proposing to register as a foreign co-operative
PART 11 – SUPERVISION AND PROTECTION OF CO-OPERATIVES
37. Inspectors may require certain persons to appear, answer
questions and produce documents
38. Investigator’s notice to involved person
39. Examination of involved person: allowance and expenses
PART 12 – ADMINISTRATION OF THE ACT
40. Inspection of Register

iii
PART 13 – THE SCHEDULES TO THE ACT
41. Minimum number of shares to be subscribed for
42. Exclusions: holders of prescribed offices
43. Charges required to be registered
44. Inspection of register of charges
45. Copies of register of charges
PART 14 – FEES
46. Prescribed fees
47. Waiver of fees
SCHEDULE 1
SCHEDULE 2
SCHEDULE 2A
SCHEDULE 3
SCHEDULE 4
SCHEDULE 5
SCHEDULE 6
SCHEDULE 7
SCHEDULE 8
SCHEDULE 9

Notes
Table of Amendments

NORTHERN TERRITORY OF AUSTRALIA

____________________
This reprint shows the Regulations as in force at 17 March 2004. Any
amendments that may come into operation after that date are not included.
____________________

CO-OPERATIVES REGULATIONS

Regulations under the Co-operatives Act

PART 1 – PRELIMINARY
1. Citation
These Regulations may be cited as the Co-operatives Regulations. (See
back note 1)
2. Objective
The objective of these Regulations is to provide for –
(a) fees payable under the Co-operatives Act;
(b) maximum fines which can be imposed by a co-operative on its
members;
(c) matters relating to active membership of co-operatives;
(d) matters relating to the operation and management of co-operatives;
(e) certain forms and procedures required by the Act and the
particulars to be included in forms;
(f) accounting and audit requirements for co-operatives;
(g) the form and content of registers required to be kept by
co-operatives;
(h) the procedure to be followed when conducting a postal ballot;
(j) other matters that are necessary or convenient for carrying out or
giving effect to the Act.

Co-operatives Regulations
2

3. Definition
In these Regulations, “financial institution” has the same meaning as in the
Financial Institutions Duty Act.
4. Definition of debenture
The following classes of documents are prescribed as exempt documents
for the purposes of paragraph (c) of the definition of debenture in section 4(1) of
the Act:
(a) a passbook or other document –
(i) that contains all or some of the terms and conditions
pursuant to which deposits are accepted by, or withdrawn
from, a co-operative;
(ii) that acknowledges the receipt of a deposit with a
co-operative;
(iii) that enables further deposits to be made at any time adding
to the balance of an existing deposit;
(iv) that enables the withdrawal of the whole or part of the
balance of a deposit, whether at call or on the giving of a
fixed period of notice; and
(v) that acknowledges the amount of the withdrawal and the
balance remaining;
(b) a document acknowledging a debt incurred by a co-operative –
(i) in the ordinary course of carrying on so much of a business
as neither comprises, nor forms part of, a business of
borrowing money and providing finance; and
(ii) in respect of money that is or may be deposited with or lent
to the co-operative by a person in the ordinary course of a
business carried on by the co-operative;
(c) a document that is issued by a company and that constitutes
evidence of a debt owed by the company to a co-operative that is a
holding company (within the meaning of the Corporations
Act 2001) of the company;
(d) a document that is issued by a co-operative and that constitutes
evidence of a debt owed by the co-operative to a body corporate
that is a subsidiary of the co-operative.

Co-operatives Regulations
3

PART 2 – RULES
5. Maximum fine which may be imposed on a member
For the purposes of section 102(7) of the Act, the maximum fine which
may be fixed by the rules of a co-operative is –
(a) in the case of a trading co-operative – $1,000; or
(b) in the case of a non-trading co-operative – $100.
PART 3 – ACTIVE MEMBERSHIP
6. Factors and considerations for determining primary activities
(1) For the purposes of section 119(2)(c) of the Act, the following
factors and considerations are relevant in determining the matter referred to in
section 119(1)(a) of the Act:
(a) in the case of a co-operative whose activities include the provision
of a taxi radio network facility – whether the co-operative actually
carries out that activity;
(b) in the case of a co-operative whose activities include the disposal of
produce or livestock on behalf of its members – whether the
co-operative actually carries out that activity;
(c) in the case of a co-operative whose activities include the acquisition
of particular goods or services for its members – whether the
co-operative actually carries out that activity.
(2) For the purposes of section 124 of the Act, the following matters
may be taken into account in determining whether an activity makes a significant
contribution to the business of the co-operative:
(a) if the activity contributes at least 10% of the co-operative’s –
(i) turnover;
(ii) income;
(iii) expenses;
(iv) surplus; or
(v) business;
(b) if the failure by the co-operative to conduct that activity would
result in a reduction of 10% or more in the business conducted by
the co-operative.

Co-operatives Regulations
4

7. Register of cancelled memberships
For the purposes of section 136 of the Act, a register of cancelled
memberships must specify the particulars set out in clause 5 of Schedule 2.
PART 4 – SHARES AND VOTING
8. Notice in respect of bonus shares
For the purposes of section 153(c) of the Act, a prescribed person is –
(a) in relation to the valuation of land – a person who carries on the
business of valuing land; and
(b) in relation to the valuation of any other kind of assets – a person
who is in the business of valuing assets of that kind.
9. Postal ballots
For the purposes of section 194 of the Act, a postal ballot must be
conducted in accordance with Schedule 3.
PART 5 – MANAGEMENT AND ADMINISTRATION OF
CO-OPERATIVES
10. Disqualified persons
For the purposes of section 209(3) of the Act, each of the following
authorities is a prescribed authority:
(a) the Director of Correctional Services in the Territory;
(b) the Corrective Services Commission of New South Wales;
(c) the Manager of the prison in Queensland in which the person was
detained in custody on the date of release;
(d) the Chief Executive, Department for Correctional Services of South
Australia;
(e) the Director of Corrective Services in Tasmania;
(f) the Governor of the prison in Victoria in which the person was
detained in custody on the date of release;
(g) the permanent head of the Department of Corrective Services of
Western Australia.

Co-operatives Regulations
5

11. Adoption of Corporations Act 2001 provisions concerning officers of
co-operatives
For the purposes of section 223(2) of the Act, section 592 of the
Corporations Act 2001 is modified and applies as if, in section 592(1)(a), there
were omitted “before the commencement of Part 5.7B”.
12. Requirements for financial statements and financial records
(1) A co-operative is declared to be an applied Corporations legislation
matter for the purposes of Part 4 of the Corporations Reform (Northern Territory)
Act in relation to Parts 2F.3, 2M.2, 2M.3, 2M.4 and 2M.7 of the Corporations
Act 2001, subject to the modifications specified in the Act and Schedule 2A.
(2) For the purposes of section 233(1) of the Act, a co-operative must –
(a) keep financial records and prepare financial statements as required
by the provisions of the Corporations Act 2001 applied (as
modified) by this regulation; and
(b) ensure that those financial statements are audited in accordance
with the provisions of the Corporations Act 2001 applied (as
modified) by this regulation.
13. Registers to be kept by co-operatives
(1) The registers that a co-operative is required to keep under section
239 of the Act must –
(a) be kept in written or electronic form; and
(b) contain the particulars specified in Schedule 2.
(2) A register may include –
(a) any document in the English language in which the required
particulars are recorded; and
(b) any disc, tape, soundtrack or other device in which the required
particulars are recorded, so long as they are capable (with or
without the aid of some other equipment) of being reproduced in a
document in the English language.
(3) For the purposes of section 239(1)(g) of the Act, a co-operative
must keep –
(a) a register of fixed assets containing the particulars specified in
clause 6 of Schedule 2; and

Co-operatives Regulations
6

(b) a register of subordinated debt containing the particulars specified
in clause 7 of Schedule 2.
14. Inspection of registers, &c.
(1) For the purposes of section 241(1)(g) of the Act, the following
registers are prescribed:
(a) the register of any loans made by or guaranteed by the co-operative,
and of any securities taken by the co-operative, required to be kept
under section 239(1)(d) of the Act;
(b) the register of memberships cancelled under Part 6 of the Act
required to be kept under section 239(1)(e) of the Act;
(c) the register of subordinated debt required to be kept under section
239(1)(g) of the Act;
(d) the register of notifiable interests required to be kept under section
280 of the Act.
(2) For the purposes of section 241(7) of the Act, the following
documents are prescribed:
(a) a copy of the Act and these Regulations;
(b) a copy of the rules of the co-operative;
(c) a copy of the last annual report of the co-operative under section
249 of the Act.
15. Notice of appointment, &c., of directors and officers
For the purposes of section 243(2)(c) of the Act, the prescribed particulars
are –
(a) the name of the co-operative or subsidiary;
(b) the name and position of the person giving notice of the
appointment or cessation of appointment;
(c) in respect of any person being appointed to act as a director,
principal executive officer or secretary –
(i) full name (family and given names);
(ii) any former names;
(iii) address;

Co-operatives Regulations
7

(iv) date and place of birth; and
(v) office held and date appointed;
(d) in respect of any person ceasing to hold that office –
(i) name (family and given names);
(ii) date and place of birth; and
(iii) office held and date appointment ceased;
(e) in respect of any change of name of a director, principal executive
officer or secretary –
(i) name previously notified;
(ii) new name;
(iii) date of change;
(iv) date of birth; and
(v) office held; and
(f) in respect of any change of address of a director, principal
executive officer or secretary –
(i) new address;
(ii) date of change;
(iii) date of birth; and
(iv) office held.
16. Annual report
(1) For the purposes of section 244(1)(e) of the Act, the prescribed
particulars are –
(a) the name of the co-operative;
(b) the address of the registered office of the co-operative;
(c) the name, address and position of the person sending the annual
report to the Registrar;
(d) the date of the report;

Co-operatives Regulations
8

(e) the number of persons employed by the co-operative –
(i) full-time; and
(ii) part-time,
as at the end of the relevant financial year;
(f) the number of persons who performed voluntary services for the
co-operative during the financial year;
(g) the number of members in the co-operative;
(h) the number of shares forfeited under Part 6 of the Act during the
previous financial year; and
(j) the number of memberships cancelled under Part 6 of the Act
during the previous financial year.
(2) For the purposes of section 244(1) of the Act, a co-operative that
has to prepare or obtain a report for a financial year under the provisions of the
Corporations Act 2001 applied by regulation 12 must include in its annual report
to the Registrar for that year a copy of each report it prepares or obtains.
17. Advertising change of name of co-operative
For the purposes of section 250(2) of the Act, the prescribed manner of
advertising the change of name of a co-operative is for the co-operative to cause
the change of name to be advertised in at least one newspaper circulating in the
locality or localities in which the co-operative carries on business within 28 days
after the change of name has been registered by the Registrar.
PART 6 – FUNDS AND PROPERTY
18. Fund raising to be in accordance with Act and regulations
(1) This regulation applies to a co-operative that is a deposit taking
co-operative.
(2) For the purposes of section 253 of the Act, a deposit taking
co-operative is restricted from accepting money on deposit from persons other
than its members and employees.
(3) Subregulation (2) does not apply to persons who had a current
deposit or deposits with a deposit taking co-operative at the commencement of
this regulation for as long as they continue to be a depositor with that
co-operative.

Co-operatives Regulations
9

(4) A deposit taking co-operative must provide a depositor with a copy
of a current disclosure statement prior to the first deposit made by the depositor
after the commencement of this regulation and, thereafter, at least once in each
period of 12 months.
(5) A current disclosure statement is a disclosure statement that –
(a) has been submitted to and registered by the Registrar;
(b) has not, within 23 days after the date on which it was submitted to
the Registrar, been the subject of a direction by the Registrar under
section 256 of the Act;
(c) complies with any such direction given by the Registrar;
(d) complies with any conditions imposed by the Registrar under
subregulation (7); and
(e) is not more than 12 months old.
(6) A disclosure statement that is submitted to the Registrar under
subregulation (5) must contain –
(a) a statement of the assets and liabilities of the co-operative;
(b) a statement of the financial position of the co-operative;
(c) a profit and loss statement for the co-operative; and
(d) such other information as the Registrar directs.
(7) The Registrar may register a disclosure statement submitted under
this regulation with or without conditions.
(8) The Registrar may require a deposit taking co-operative to give to a
depositor, within such time as the Registrar may determine, a document of a kind
referred to in regulation 5(a).
(9) This regulation does not apply to the acceptance of money in
connection with the issue by the co-operative of debentures.
(10) This regulation does not apply to the acceptance by a co-operative
of a deposit of money in connection with goods or services to be supplied by the
co-operative in the ordinary course of business.
19. Compulsory loan by member to co-operative
For the purposes of section 262(2) of the Act, the prescribed term is
10 years.

Co-operatives Regulations
10

20. Limited dividend
For the purposes of section 268 of the Act, the prescribed amount is
20 cents per dollar invested in the shares of the co-operative.
PART 7 – RESTRICTIONS ON THE ACQUISITIONS OF INTERESTS
IN CO-OPERATIVES
21. Notice of relevant interest in member’s right to vote
For the purposes of section 272 of the Act, the prescribed particulars to be
specified when giving notice of having or ceasing to have a relevant interest in the
right to vote of a member of a co-operative are –
(a) the name of the co-operative to whom notice is being given;
(b) the full name and address of the person giving notice;
(c) the date on which the relevant interest was acquired or ceased;
(d) the name of the member whose right to vote was so affected; and
(e) the date of giving notice.
22. Notice of substantial share interest
For the purposes of section 273(1) of the Act, the prescribed particulars to
be specified when giving notice of a substantial share interest are –
(a) the name of the co-operative to whom notice is being given;
(b) the name and address of the person giving notice;
(c) the date on which the relevant interest was acquired;
(d) in respect of each holder of a relevant interest –
(i) the name and address of the holder;
(ii) the number and description of the shares in which each
relevant interest is held;
(iii) the name and address of each person registered as the holder
of the shares in which the relevant interest is held;
(iv) the name and address of each person entitled to become
registered as the holder of the shares in which the relevant
interest is held;

Co-operatives Regulations
11

(v) the date of each acquisition of a relevant interest within the
previous 12 months and the number of shares acquired at
that date (if any);
(vi) the valuable consideration for each acquisition in the
previous 12 months, including the nature of any part that did
not consist of money; and
(vii) the total number of shares in which the holder has a
substantial interest;
(e) particulars of any contract, scheme, arrangement or other
circumstance by reason of which the holder of the relevant interest
acquired the relevant interest (not including interests acquired more
than 12 months previously) where the holder has, throughout the
period of 12 months immediately preceding the date of the notice,
been the registered shareholder of those shares;
(f) particulars of the nature of the relevant interest;
(g) particulars of any qualification of the power of a person to exercise,
control the exercise of, or influence the exercise of, the voting
powers of the relevant shares;
(h) particulars of any additional benefit that any person from whom a
relevant interest was acquired has, or may, become entitled to
receive, whether on the happening of a contingency or not, in
relation to that acquisition, other than the valuable consideration
referred to in paragraph (d) above; and
(j) the date on which notice is given.
23. Notice of change in substantial share interest
For the purposes of section 273(2) of the Act, the prescribed particulars to
be specified when giving notice of a change in a substantial share interest are –
(a) the name of the co-operative to whom notice is being given;
(b) the full name and address of the person giving notice;
(c) the following particulars applicable before the change:
(i) the name and address of the holder of the relevant interest;
(ii) the number and description of the shares in which the
relevant interest was held;

Co-operatives Regulations
12

(iii) the name and address of the person registered as the holder
of the shares;
(iv) the name and address of the person entitled to become
registered as the holder of the shares;
(v) the total number of shares in which the holder of the
relevant interest held the relevant interest;
(d) the following particulars relating to the change:
(i) the date of the change in the relevant interest;
(ii) particulars of the valuable consideration given in relation to
the change, including the nature of that part that did not
consist of money;
(iii) particulars of any contract, scheme, arrangement or other
circumstance by reason of which the change in the relevant
interest occurred;
(iv) particulars of any qualification of the power of a person to
exercise, control the exercise of, or influence the exercise of,
the voting powers of those shares in which the relevant
interest in which the change occurred is held;
(v) particulars of any additional benefit that a person has, or
may, become entitled to receive, whether upon the
happening of a contingency or not, as a consequence of a
change in a relevant interest;
(e) the following particulars applicable after the change:
(i) the name and address of the holder of the relevant interest;
(ii) the number and description of the shares in which the
relevant interest is held;
(iii) the name and address of the person entitled to become
registered as the holder of the shares; and
(f) the date on which notice is given.
24. Notice of cessation of substantial share interest
For the purposes of section 273(3) of the Act, the prescribed particulars to
be specified when giving notice of a cessation of a substantial share interest in a
co-operative are –

Co-operatives Regulations
13

(a) the name of the co-operative to whom notice is being given;
(b) the name and address of the person giving notice;
(c) the name and address of the person ceasing to have a substantial
share interest in the co-operative;
(d) the date on which the person ceased to have a substantial share
interest in the co-operative;
(e) details of any agreement or other circumstances because of which
the person ceased to hold a substantial interest in the co-operative;
(f) in relation to each change in a substantial share interest of the
person since the person was last required to give notice of such a
change to the co-operative –
(i) the date of the change;
(ii) the nature of the change;
(iii) the consideration given in relation to the change; and
(iv) the class and number of shares affected by the change; and
(g) the date on which notice is given.
PART 8 – MERGER, TRANSFER OF ENGAGEMENTS, WINDING UP
25. Application for registration or incorporation under another law
For the purposes of section 301(e) of the Act, the Aboriginal Councils and
Associations Act 1976 of the Commonwealth is a prescribed law.
26. Winding up on Registrar’s certificate
For the purposes of section 310(6) of the Act, the security a liquidator
must give is $50,000 in the form of –
(a) cash;
(b) a cheque drawn on a financial institution;
(c) a certificate of deposit issued by a financial institution;
(d) a debenture or security that is guaranteed by the Government of a
State or Territory or by the Government of the Commonwealth; or

Co-operatives Regulations
14

(e) a surety issued by a financial institution or a body corporate
authorised to carry on insurance business under the Insurance Act
1973 of the Commonwealth.
27. Application of Corporations Act 2001 to winding up
For the purposes of section 311 of the Act, the following modifications are
prescribed:
(a) a reference in any applied provisions of the Corporations Act 2001
to a special resolution or an extraordinary resolution is to be read as
a reference to a special resolution within the meaning of the Act;
(b) a reference in any of the applied provisions of the Corporations
Act 2001 to ASIC is to be read as a reference to the Registrar;
(c) section 461(1)(h) of the Corporations Act 2001 applies as if the
words “ASIC has stated in a report prepared under Division 1 of
Part 3 of the ASIC Act that, in its opinion:” were omitted and “the
Registrar has, as the result of an inquiry conducted under Part 15 of
the Act, stated that –” were substituted in their place;
(d) section 464 of the Corporations Act 2001 applies as if –
(i) subsection (1) were omitted and the following were
substituted in its place:
“(1) Where the Registrar is investigating, or has investigated, under
Part 15 of the Act –
(a) matters being, or connected with, the affairs of a co-operative; or
(b) matters including such matters,
the Registrar may apply to the Court for the winding up of the co-operative.”; and
(ii) subsection (3) were omitted and the following were
substituted in its place:
“(3) The Registrar must give a copy of an application made under
subsection (1) to the co-operative.”;
(e) section 513B of the Corporations Act 2001 applies as if the
following paragraph were inserted after paragraph (d):
“(ad) if the winding up is on the certificate of the Registrar – on the date
that the certificate is given; or;”;

Co-operatives Regulations
15

(f) section 516 of the Corporations Act 2001 applies as if the words
“together with any charges payable by him or her to a co-operative
in accordance with the rules” were inserted after “past member”;
(g) section 532 of the Corporations Act 2001 applies as if –
(i) subsection (1) were omitted and the following were
substituted in its place:
“(1) Subject to this section, a person must not consent to be appointed,
and must not act, as liquidator of a co-operative unless he or she –
(a) is a registered liquidator; or
(b) is or is to be appointed or nominated for appointment as the
liquidator of a co-operative under section 310 of the Act.”; and
(ii) subsection (4) were omitted;
(h) section 542 of the Corporations Act 2001 applies as if the following
were inserted after subsection (3)(c):
“and
(d) in the case of a winding up on the certificate of the Registrar under
section 310 of the Act – with consent of the Registrar.”;
(i) section 1341 of the Corporations Act 2001 applies as if –
(i) the words “or subsection 1339(3)” were omitted;
(ii) a reference to the Consolidated Revenue Fund of the
Commonwealth were a reference to the Consolidated
Revenue Account of the Northern Territory; and
(ii) a reference to the Court were a reference to the Local Court;
(j) a reference in any of the applied provisions of the Corporations
Act 2001 to a registered liquidator includes a reference to a person
approved by the Registrar as a liquidator of a co-operative;
(k) a reference in any of the applied provisions of the Corporations
Act 2001 to section 233 of that Act is to be read as a reference to
Part 2F.1 of that Act;
(l) for the purposes of the application of the applied provisions of the
Corporations Act 2001 to winding up on the certificate of the
Registrar, the winding up is to be considered to be a voluntary

Co-operatives Regulations
16

winding up (but section 490 of the Corporations Act 2001 does not
apply);
(m) the applied provisions of the Corporations Act 2001 are to be read
subject to sections 71 and 317 of the Act for the purposes of
determining the liability of members and past members to
contribute on a winding up of a co-operative.
PART 9 – ARRANGEMENTS AND RECONSTRUCTIONS
28. Registrar to be given notice and opportunity to make submissions
For the purposes of sections 336 and 344(3)(b)(i) of the Act, the prescribed
information which must be included in a draft explanatory statement or
explanatory statement (as the case may be) is set out in Schedule 4.
29. Compulsory acquisition notice
For the purposes of section 350 of the Act, a compulsory acquisition
notice must be in the form set out in Schedule 5.
30. Notice to remaining shareholders
For the purposes of section 352 (1)(a) of the Act, a notice to a remaining
shareholder must be in the form set out in Schedule 6.
PART 10 – FOREIGN CO-OPERATIVES
31. Application for registration of participating co-operative as a foreign
co-operative
(1) An application under section 364 of the Act by a participating
co-operative for registration as a foreign co-operative must be made in writing to
the Registrar.
(2) For the purposes of section 364(2)(d) of the Act, the statement must
be verified by a statement by a director or the secretary of the applicant
co-operative.
32. Application for registration of non-participating co-operative as a
foreign co-operative
(1) An application under section 365 of the Act by a non-participating
co-operative for registration as a foreign co-operative must be made in writing to
the Registrar.
(2) For the purposes of section 365(2)(b) of the Act, the statement must
be verified by a statement by a director or the secretary of the applicant
co-operative.

Co-operatives Regulations
17

33. Registration of foreign co-operative
For the purposes of section 368 of the Act, if the Registrar has registered a
foreign co-operative under that section, he or she must send to the co-operative a
certificate of registration at the address notified under section 364(2)(d)(ii) or
section 365(2)(b)(ii) of the Act (as the case may be).
34. Application of Act and regulations to foreign co-operatives
(1) For the purposes of section 369 of the Act –
(a) the following provisions of the Act and these Regulations are
prescribed in relation to a participating co-operative:
(i) Division 4 of Part 1;
(ii) section 249;
(iii) section 256;
(iv) section 311 (but only to the extent that it applies Parts 5.4,
5.4B and 5.6 of the Corporations Act 2001 to an insolvent
participating co-operative);
(v) section 424;
(vi) section 456; and
(vii) regulation 47; and
(b) the following provisions of the Act and these Regulations are
prescribed in relation to a non-participating co-operative:
(i) Divisions 3 and 4 of Part 1;
(ii) sections 13(2), 14 and 15;
(iii) Part 3, except Division 5;
(iv) Division 5 of Part 4;
(v) sections 101, 103 and 104;
(vi) sections 245, 246 and 249;
(vii) Division 1 of Part 10;
(viii) Part 12, except Divisions 1 and 2;
(ix) Part 13;

Co-operatives Regulations
18

(x) Part 17;
(xi) section 456;
(xii) regulation 47.
(2) For the purposes of section 369, section 249 is modified in its
application to a foreign co-operative to require the name of the foreign
co-operative, when appearing as required by section 249(1)(b) or (c), to indicate
the State, Territory or country in which the foreign co-operative was originally
registered or incorporated.
35. Notification by foreign co-operative of certain changes
When a foreign co-operative lodges with the Registrar particulars of an
alteration under section 369 of the Act, the particulars must be accompanied by
the following documents:
(a) in the case of a change of name resulting in the issue of a new or
amended certificate of registration in the participating State – a
copy of the new or amended certificate, certified by the Registrar of
the participating State;
(b) in the case of an alteration or change affecting the rules of the
foreign co-operative –
(i) if the foreign co-operative is a participating co-operative – a
copy of the new or amended rules, certified by the Registrar
of the participating State; or
(ii) if the foreign co-operative is a non-participating
co-operative – a copy of the new or amended rules.
36. Co-operative proposing to register as a foreign co-operative
(1) For the purposes of section 373(1) of the Act, the prescribed
provisions of the Act are –
(a) Part 5;
(b) Part 6;
(c) Divisions 5, 6 and 7 of Part 9; and
(d) Division 1 of Part 10.

Co-operatives Regulations
19

(2) For the purposes of section 373(3) of the Act, the prescribed
documents are –
(a) a copy, certified by the Registrar, of the co-operative’s certificate of
registration;
(b) a copy, certified by the Registrar, of the co-operative’s rules;
(c) a copy, certified by the Registrar, of the last audited balance sheet
of the co-operative lodged with the Registrar; and
(d) a list containing the full name, date and place of birth, and
residential address of each director of the co-operative.
PART 11 – SUPERVISION AND PROTECTION OF CO-OPERATIVES
37. Inspectors may require certain persons to appear, answer questions
and produce documents
For the purposes of section 388 of the Act, a notice must be in the form set
out in Schedule 7.
38. Investigator’s notice to involved person
For the purposes of section 400 of the Act, a notice must be in the form set
out in Schedule 8.
39. Examination of involved person: allowance and expenses
For the purposes of section 401(4) of the Act, the prescribed expenses to
which an involved person is entitled are –
(a) for persons ordinarily receiving wages, salary, remuneration or
fees, for each hour, or part of an hour, of attendance, the amount of
wages, salary, remuneration or fees actually lost because of the
person’s attendance, but not exceeding $217 for any one day;
(b) in any other case – the actual expenditure incurred (other than
expenses under paragraphs (c) and (d)), but not exceeding $59 for
any one day;
(c) for travelling expenses to and from a person’s usual place of
residence or business and the place of attendance –
(i) the amount actually paid; or
(ii) an amount calculated at 18 cents per kilometre travelled,
whichever is the lesser; and

Co-operatives Regulations
20

(d) for accommodation and meals, if a person is required to be absent
over night from the person’s usual place of residence –
(i) the amount actually paid; or
(ii) an amount not exceeding $150 for any one night,
whichever is the lesser.
PART 12 – ADMINISTRATION OF THE ACT
40. Inspection of Register
For the purposes of section 430(1)(b) of the Act, the prescribed documents
are –
(a) documents lodged with or otherwise held by the Registrar under
sections 18 and 107 of the Act;
(b) documents lodged with the Registrar under section 192 of the Act;
(c) documents lodged with the Registrar under section 243 of the Act;
(d) documents lodged with the Registrar under section 244 of the Act;
(e) documents lodged with the Registrar under section 251(3) of the
Act;
(f) copies of certificates of registration issued by the Registrar under
section 21, 26 or 368 of the Act;
(g) disclosure statements submitted to the Registrar under section 17,
150, 195, 259, 262, 296 or 377 of the Act;
(h) debentures and any other documents lodged with the Registrar
because of the application of Part 1.2A, Chapter 2L, Chapter 6D
and Part 7.11 of the Corporations Act 2001 under section 258 of the
Act;
(j) documents lodged with the Registrar because of the application of
Part 5.3A and Division 3 of Part 5.9 of the Corporations Act 2001
under section 318 of the Act;
(k) documents lodged with or otherwise held by the Registrar under
section 364(2)(c), 365(2)(a) and 370(a) of the Act;
(m) documents evidencing exemptions granted by the Registrar under
section 142, 234, 258, 270, 284, 292, 296, 302, 312 or 377 of the
Act, or under clause 44 of Schedule 3 to the Act;

Co-operatives Regulations
21

(n) documents evidencing consent or permission given by the Registrar
under section 72, 295 336, 376 or 456 of the Act;
(p) documents lodged with the Registrar under section 371 of the Act;
(q) documents lodged with the Registrar under Schedule 3 to the Act
that create or evidence a charge or the complete or partial
satisfaction of a charge;
(r) documents lodged with the Registrar under clause 18 of Schedule 4
to the Act; and
(s) documents lodged with the Registrar under clause 23 of Schedule 4
to the Act.
PART 13 – THE SCHEDULES TO THE ACT
41. Minimum number of shares to be subscribed for
For the purposes of clause 2(9) of Schedule 1 to the Act, the rules of a
co-operative with a share capital must make provision for –
(a) the minimum number of shares to which a member of the
co-operative must subscribe; and
(b) the manner in which the minimum number may be determined,
which may be by reference to the use made by the member of the
co-operative.
42. Exclusions: holders of prescribed offices
For the purposes of clause 13 of Schedule 2 to the Act, the prescribed
offices are those set out in Schedule 9.
43. Charges required to be registered
For the purposes of clause 8 of Schedule 3 to the Act, each of the
following laws is a prescribed law of a State or Territory:
(a) the Instruments Act of the Territory;
(b) Parts 4 and 5 of the Instruments Act 1933 of the Australian Capital
Territory;
(c) Parts 2 and 3 of the Liens on Crops and Wool and Stock Mortgages
Act 1898 of New South Wales;
(d) Part 2 (to the extent to which it relates to the registration of stock
mortgages, liens on crops and liens on wool) and Part 4 (excluding

Co-operatives Regulations
22

section 24) of the Bills of Sale and Other Instruments Act 1955 of
Queensland;
(e) the Liens on Crops of Sugar Cane Act 1931 of Queensland;
(f) the Liens on Fruit Act 1923 of South Australia;
(g) the Stock Mortgages and Wool Liens Act 1924 of South Australia;
(h) section 36 of the Bills of Sale Act 1900 of Tasmania;
(j) the Stock, Wool and Crop Mortgages Act 1930 of Tasmania;
(k) Parts 7 and 8 of the Instruments Act 1958 of Victoria;
(m) sections 7 and 8 and Parts 9, 10 and 11 of the Bills of Sale Act 1899
of Western Australia.
44. Inspection of register of charges
For the purposes of clause 41(3)(b) of Schedule 3 to the Act, the
prescribed amount is $10.
45. Copies of register of charges
For the purposes of clause 41(5)(a) of Schedule 3 to the Act, the
prescribed amount is $1 per page, to a maximum of $20.
PART 14 – FEES
46. Prescribed fees
For the purposes of a section of the Act specified in an item in Schedule 1,
the amount of a type of fee specified in that item is the amount specified opposite
that type.
47. Waiver of fees
The Registrar may waive, reduce or refund any fee payable under the Act
or these Regulations by –
(a) a co-operative that, in the opinion of the Registrar, is constituted
primarily for a charitable purpose; or
(b) a co-operative that, in the opinion of the Registrar, is constituted
primarily for the purpose of advancing the welfare of a class of
disadvantaged persons,

Co-operatives Regulations
23

if, in the opinion of the Registrar, there are special circumstances that justify
payment being waived, reduced or refunded.
____________________________
SCHEDULE 1
Regulation 46
PRESCRIBED FEES
Item Section of the
Act Type of fee Amount
1 17 Application to Registrar for approval of proposed
disclosure statement $200
2 18 Application to Registrar for approval of proposed rules $100
3 19 Application to Registrar for registration of proposed
co-operative $100
4 24 Application to Registrar for registration — existing
body corporate $100
5 35 Issue of duplicate certificate $25
6 61(2) Application for Registrar’s certificate $25
7 72(2) Application for Registrar’s consent $50
8 103(3) Copy of rules $5 and $1 for
each page
after the first
page to a
maximum of
$20
9 107 Application to Registrar for approval of alteration to
rules $10 per rule
to a
maximum of
$100
10 110(4) Issue of certificate of registration of rule alteration $25
11 142 Application to Registrar for exemption $200

Co-operatives Regulations
24

12 150 Application to Registrar for approval of proposed
disclosure statement $200
13 181 Application to Registrar for review $200
14 192 Lodgement of special resolution $25
15 195 Application to Registrar for approval of proposed
disclosure statement $200
16 234 Application to Registrar for exemption $200
17 241(5) Obtaining copy of an entry in the Register $5 and $1 for
each page
after the first
page to a
maximum of
$20
18 243 Lodgement of notice of appointment of directors, &c. $25
19 244 Lodgement of annual report $25
20 248(e) Application to Registrar for approval of abbreviation
or elaboration of name $25
21 250(1) Application to Registrar for approval of name change $25
22 251(3) Lodgement of notice of change of address $25
23 253 Application to Registrar for approval of proposed
disclosure statement $200
24 258(6) Application to Registrar for exemption $200
25 259 Approval to Registrar of proposed disclosure
statement $200
26 262 Application to Registrar for approval of proposed
disclosure statement $200
27 270 Application to Registrar for exemption $200
28 275(2) Application to Registrar for approval of maximum
share interest $200
*29 280(3)(b) Inspection of register of notifiable interests $25

Co-operatives Regulations
25

30 284 Application to Registrar for exemption $200
31 286 Application to Registrar for approval of share offer $200
32 288(5) Application to Registrar for extension of period of
offer $50
33 292 Application to Registrar for exemption $200
34 295(2) Application for Registrar’s consent $50
35 296(2) Application to Registrar for approval of proposed
disclosure statement $200
36 296(4) Application to Registrar for exemption $200
37 297 Application to Registrar for approval of merger or
transfer of engagements $200
38 302(3) Application to Registrar for exemption $200
39 312(2) Application to Registrar for exemption $200
40 336(1) Application for Registrar’s permission $50
41 338(1)(f) Application to Registrar for direction $200
42 345(1) Application to Registrar for approval of explanatory
statement $500
43 347(5) Lodgement of copy of order

Additional late lodgement fee $25

$25
44 364 Application to Registrar for registration $100
45 365 Application to registrar for registration $500
46 370 Lodgement of notice of alteration

Additional late lodgement fee $25

$25
47 371 Lodgement of balance sheet $25
48 372 Lodgement of notice of cessation $25
49 373 Application to Registrar for certificate of compliance $300

Co-operatives Regulations
26

50 376 Application for Registrar’s consent $50
51 377(2) Application to Registrar for approval of proposed
disclosure statement $200
52 377(4) Application to Registrar for exemption $200
53 378 Application to Registrar for approval of merger or
transfer of engagements $200
54 415(1)(a) Application to Registrar for special meeting $200
55 415(1)(b) Application to Registrar for inquiry $500
56 421 Application to Registrar for extension or abridgement
of time $50
57 430(1)(a) Inspection of register $10
58 430(1)(b) Inspection of prescribed documents $10
59 430(1)(c) Certified copy of document $20 and $2
for each page
after the first
page to a
maximum of
$40
60 430(1)(d) Copy of document $5 and $1 for
each page
after the first
page to a
maximum of
$20
61 456(2) Application to Registrar for permission to give notice
by newspaper $50
62 Sch 3,
cl 13(1) Lodgement of notice of charge

Additional late lodgement fee $25

$25
63 Sch 3,
cl 17(1) Lodgement of notice of acquisition of property subject
to charge

Additional late lodgement fee $25

$25

Co-operatives Regulations
27

64 Sch 3,
cl 20(3)(c) Application to Registrar for extension of time $50
65 Sch 3,
cl 36(1) Lodgement of notice of assignment of charge

Additional late lodgement fee $25

$25
66 Sch 3,
cl 36(2) Lodgement of notice of variation of charge

Additional late lodgement fee $25

$25
67 Sch 3,
cl 37(2) Lodgement of memorandum of discharge

Additional late lodgement fee $25

$25
68 Sch 3,
cl 42 Request for certificate $25
69 Sch 3,
cl 44 Application to Registrar for exemption $200
70 Sch 4,
cl 3(1)(f) Application to Registrar for direction $200
71 Sch 4,
cl 12(3)(b) Inspection of managing controller’s report $10
72 Sch 4,
cl 13(1)(c) Lodgement of receiver’s report $25
73 Sch 4,
cl 18(1)(a) Lodgement of notice of order

Additional late lodgement fee $25

$25
74 Sch 4,
cl 18(2)(a) Lodgement of notice of appointment of controller

Additional late lodgement fee $25

$25
75 Sch 4,
cl 18(3) Lodgement of notice that a person has entered into
possession or taken control of property of a co-
operative

Additional late lodgement fee $25

$25

Co-operatives Regulations
28

76 Sch 4,
cl 18(5)
Lodgement of notice of change in situation of
controller’s office

Additional late lodgement fee $25

$25
77 Sch 4,
cl 18(6) Lodgement of notice of cessation as controller

Additional late lodgement fee $25

$25
78 Sch 4,
cl 20(2)(c) Lodgement of copy of controller’s report

Additional late lodgement fee $25

$25
*Fees payable to the co-operative
____________________________
SCHEDULE 2
Regulation 13
PARTICULARS TO BE INCLUDED IN REGISTERS
1. Register of members, directors and shares
(1) The register of members, directors and shares of a co-operative
must contain the following particulars for each member:
(a) the name and address of each member;
(b) the date on which each member was admitted to the co-operative;
(c) if the co-operative has share capital, a statement in respect of each
member by whom shares are held of –
(i) the number of shares held beneficially and non-beneficially;
(ii) the identifying number of each share held (if applicable);
(iii) the date on which the shares were allotted; and
(iv) the amount paid or agreed to be considered as having been
paid on the shares;
(d) the date of and circumstances under which the member’s
membership ceased (if applicable);

Co-operatives Regulations
29

(e) if shares are purchased pursuant to section 176(1) of the Act – a
statement of the number of shares purchased and the date on which
the shares were purchased;
(f) if shares are forfeited pursuant to section 281 of the Act – a
statement of the number of shares forfeited and the date on which
forfeiture was effected;
(g) if there is a conversion to a co-operative without share capital – the
date of the repayment of the share capital or the date of disposal
and the name and address of the person or body to whom the share
capital was repaid.
(2) The register of members, directors and shares of a co-operative
must contain the following particulars for each director:
(a) the name, any former names, date and place of birth, and address of
each director;
(b) the date of that person’s election or appointment as a director;
(c) whether the director is a non-member director;
(d) the date of termination of office (if applicable);
(e) the mode of termination of office (if applicable).
2. Register of loans to, securities given by, debentures issued by and
deposits received by a co-operative
(1) The register of loans to, securities given by, debentures issued by
and deposits received by a co-operative is required to contain the following
particulars for each loan:
(a) the name of the person by whom the loan is made;
(b) the amount of the loan;
(c) the date on which the loan was received by the co-operative;
(d) a reference identifying the account created for the loan;
(e) the date of each payment made in relation to the loan and the
amount of each payment so made;
(f) if the loan is secured by way of mortgage of real property – the
address and particulars of title of the property and a reference
identifying the mortgage agreement;

Co-operatives Regulations
30

(g) if the loan is secured otherwise than by way of a mortgage of real
property – particulars of the security given and a reference
identifying the agreement that evidences that security;
(h) the location of the documents relating to the security given in
respect of the loan;
(j) particulars of any movement of those documents from that location;
(k) the date of the final repayment made in relation to the loan.
(2) The register of loans to, securities given by, debentures issued by
and deposits received by a co-operative must contain the following particulars for
each debenture issued:
(a) the name and address of each person to whom a debenture is
payable;
(b) the number and series of the debenture;
(c) the date of its issue;
(d) the amount of the debenture;
(e) the rate of interest;
(f) the dates of payment of principal;
(g) the place of payment;
(h) the name of the trustee (if applicable);
(j) the name, address and occupation of any transferor;
(k) the date of any transfer.
(3) The register of loans to, securities given by, debentures issued by
and received by a co-operative must contain the following particulars for each
deposit received by the co-operative:
(a) the name and address of the depositor;
(b) the date of receipt;
(c) the amount deposited;
(d) the rate of interest (if any);
(e) the amount repaid;

Co-operatives Regulations
31

(f) the date of conversion to shares or debentures (if applicable);
(g) the due date for repayment;
(h) the balance.
3. Register of names of persons who have given loans or deposits to or
hold securities or debentures given or issued by a co-operative
The register of names of persons who have given loans or deposits to or
hold securities or debentures given or issued by a co-operative must contain the
following particulars for each person:
(a) the full name and any former names of the person;
(b) the address of the person;
(c) whether the person –
(i) has given a loan or deposit to the co-operative;
(ii) holds securities given by the co-operative; or
(iii) holds debentures issued by the co-operative;
(d) a reference to the relevant entry in the register of loans to, securities
given by, debentures issued by and deposits received by the
co-operative.
4. Register of loans made by or guaranteed by a co-operative and of any
securities taken by a co-operative
(1) The register of loans made by or guaranteed by a co-operative and
of any securities taken by a co-operative must contain the following details for
each loan made:
(a) the name of each person to whom a loan is made;
(b) the amount of the loan;
(c) the date on which the loan was approved;
(d) a reference identifying the account created for the loan;
(e) the date of each advance made in relation to the loan and the
amount of each advance so made;
(f) if the loan is secured by way of mortgage of real property – the
address and particulars of title of the property and a reference
identifying the mortgage agreement;

Co-operatives Regulations
32

(g) if the loan is secured otherwise than by way of a mortgage of real
property – particulars of the security taken and a reference
identifying the agreement that evidences that security;
(h) the location of the documents relating to the security taken in
respect of the loan;
(j) particulars of any movement of those documents from that location;
(k) the date of the final repayment made in relation to the loan.
(2) The register of loans made by or guaranteed by a co-operative and
of any securities taken by a co-operative must contain the following particulars
for each loan guaranteed by the co-operative:
(a) the name of the member;
(b) the name of the lender;
(c) the amount of the loan;
(d) the date of the guarantee;
(e) if the loan is secured by way of mortgage of real property – the
address and particulars of title of the property and a reference
identifying the mortgage agreement;
(f) if the loan is secured otherwise than by way of a mortgage of
property – particulars of the security taken and a reference
identifying the agreement that evidences that security;
(g) the location of the documents relating to the security taken in
respect of the loan;
(h) particulars of any movement of those documents from that location;
(j) the due date for repayment.
5. Register of memberships cancelled under Part 6 of the Act
(1) The register of memberships cancelled under Part 6 of the Act must
contain the following particulars for each member whose membership is
cancelled:
(a) the name of the member;
(b) if the whereabouts of the member are known –
(i) the date of the member’s last active dealing with the
co-operative; and

Co-operatives Regulations
33

(ii) the date of giving the required notice to the member;
(c) the date of the board’s resolution cancelling membership.
(2) The register of memberships cancelled under Part 6 of the Act
must, if the co-operative has a share capital, contain the following additional
particulars for each member whose membership is cancelled:
(a) the amount subscribed in respect of the shares forfeited;
(b) if the whereabouts of the member are unknown –
(i) the date when the required period of the member’s
whereabouts being unknown commenced; and
(ii) if the amount required to be repaid to the member in respect
of the cancelled membership exceeds $50 – the date of
publication of the required notice in a newspaper and the
name of the newspaper;
(c) the date of the board’s resolution forfeiting the shares;
(d) if the date fixed by the board resolution for repayment of the
amount paid up on shares is within 12 months of forfeiture –
(i) the date of repayment; or
(ii) the date and nature of the application of the amount under
section 138(2) of the Act;
(e) if the amount due is to be transferred to a debenture or deposit
account –
(i) the date of repayment; and
(ii) the date of transfer to such an account.
6. Register of fixed assets
The register of fixed assets of a co-operative must contain the following
particulars in respect of each fixed asset:
(a) a short description of the fixed asset;
(b) the method of financing any fixed asset that is leased;
(c) the physical location of the asset;
(d) the date of its purchase or installation;

Co-operatives Regulations
34

(e) the manner in which depreciation is calculated;
(f) the annual percentage at which depreciation is calculated;
(g) the annual amount of depreciation or amortisation;
(h) the total amount of depreciation or amortisation;
(j) the revaluation increment;
(k) the sale price;
(m) the date sold.
7. Register of subordinated debt
The register of subordinated debt must contain for each subordinated debt
incurred –
(a) the name and address of the person to whom the debt is owed;
(b) the amount of the debt;
(c) the date on which the debt was incurred;
(d) a reference identifying the account created for the debt;
(e) the date of each payment made in relation to the debt and the
amount of each payment made; and
(f) the date of the final repayment made in relation to the debt.
____________________________

Co-operatives Regulations
35

SCHEDULE 2A
Regulation 12
MODIFICATION OF APPLIED PROVISIONS OF
CORPORATIONS ACT 2001
1. Interpretation of modified provisions
(1) The following definitions are to be substituted for the
corresponding definitions under the Corporations Act 2001 for the purposes of
interpreting provisions of that Act applied or modified by these Regulations, as
modified by the Act and this Schedule:
“consolidated entity” means a co-operative together with all the entities it
is required by the accounting standards to include in consolidated
financial statements;
“Court” means the Supreme Court of the Northern Territory;
“debenture”, in relation to a co-operative, has the same meaning as in
section 4 of the Act;
“director”, in relation to a co-operative, has the same meaning as in section
4 of the Act;
“disclosing entity” has the same meaning as in section 258 of the Act
(which applies Part 1.2A of the Corporations Act 2001);
“financial year” means a financial year of a co-operative as determined in
accordance with section 238 of the Act;
“member of a co-operative” has the same meaning as in Part 4 of the Act;
“officer”, in relation to a co-operative, has the same meaning as in section
4 of the Act;
“Registrar” means the Registrar of Co-operatives appointed under the Act;
“related”, in the context of related bodies corporate, has the same meaning
as in Part 3 of Schedule 2 of the Act;
“the Act” means the Co-operatives Act of the Northern Territory.
(2) Expressions used in the applied provisions of the Corporations
Act 2001, as modified, that are not defined in the Corporations Act 2001 have the
same meaning as in the Act.
(3) For the purposes of the applied provisions of the Corporations
Act 2001, as modified, the accounting standards in force under the Corporations

Co-operatives Regulations
36

Act 2001 are to apply with any modifications that may be necessary or
appropriate for the effectual application of the standards to co-operatives.
2. Modifications of section 287 of Corporations Act 2001
Section 287 of the Corporations Act 2001 applies as if the following
subsection were added at the end:
“(3) An inspector may, by notice in writing, specify a period within
which the translation must be made available to the inspector.”.
3. Modification of section 288 of Corporations Act 2001
Section 288 of the Corporations Act 2001 applies as if –
(a) the expression “(1)” were inserted before “If”; and
(b) the following subsection were added at the end:
“(2) An inspector may, by notice in writing, specify a period within
which the hard copy must be made available to the inspector.”.
4. Modification of section 289 of Corporations Act 2001
The Corporations Act 2001 applies as if section 289 were repealed and the
following section were substituted in its place:
“289 Place where records are kept
“The financial records must be kept within the Territory but the co-
operative may decide where within the Territory to keep them.”.
5. Modification of section 292 of Corporations Act 2001
The Corporations Act 2001 applies as if section 292 were repealed and the
following section were substituted in its place:
“292 Who has to prepare annual financial reports and directors’ reports
“A financial report and a directors’ report must be prepared for each
financial year by all co-operatives.”.
6. Modification of section 307 of Corporations Act 2001
Section 307 of the Corporations Act 2001 applies as if –
(a) the words “company, registered scheme or disclosing entity” were omitted
from paragraph (c) and “co-operative” were substituted in their place; and

Co-operatives Regulations
37

(b) paragraph (d) were omitted and the following paragraph were substituted
in its place:
“(d) whether the co-operative has kept registers as required by
section 239 of the Act and other records as required by the Act
(including provisions of this Act adopted by or under the Act).”.
7. Modification of section 314 of Corporations Act 2001
Section 314 of the Corporations Act 2001 applies as if –
(a) the words “company, registered scheme or disclosing entity” were omitted
from subsection (1) and “co-operative” were substituted in their place;
(b) the word “either” were omitted from subsection (1);
(c) the expression “(2).” were omitted from subsection (1)(b) and “(2); or”
were substituted in its place; and
(d) the following paragraph were inserted after subsection (1)(b):
“(c) in the case of a non-trading co-operative –
(i) giving members notice –
• that the reports referred to in paragraph (a) may be
inspected at the registered office of the co-operative;
or
• that a concise report of the kind referred to in
paragraph (b) may be inspected at the registered
office of the co-operative; and
(ii) making the report or reports (as the case requires) available
for inspection.”.
8. Modification of section 315 of Corporations Act 2001
The Corporations Act 2001 applies as if section 315 were repealed and the
following section were substituted in its place:
“315 Deadline for reporting to members
“A co-operative must report to members under section 314 by the earlier
of –
(a) 21 days before the next AGM after the end of the financial year; or
(b) 21 days less than 5 months after the end of the financial year.”.

Co-operatives Regulations
38

9. Modification of section 316 of Corporations Act 2001
Section 316 of the Corporations Act 2001 applies as if –
(a) the words “company, registered scheme or disclosing entity” were omitted
from subsection (1) and “co-operative” were substituted in their place; and
(b) the following subsection were inserted after subsection (1):
“(1A) Paragraph (1)(b) does not apply to a member of a non-trading
co-operative.”.
10. Modification of section 318 of Corporations Act 2001
Section 318 of the Corporations Act 2001 applies as if –
(a) the words “company or disclosing entity” were omitted from subsection
(1) and “co-operative” were substituted in their place;
(b) the word “prescribed” were inserted in subsection (1) before “debenture
holders”;
(c) the word “prescribed” were inserted in subsection (2) before “debenture
holder”;
(d) the words “company or disclosing entity” were omitted from subsection
(2) and “co-operative” substituted in their place;
(e) the words “or made available” were inserted in subsection (2)(a) after
“sent”;
(f) subsection (3) were omitted and the following subsection were substituted
in its place:
“(3) The co-operative must, as soon as practicable after the request –
(a) if the terms of the debenture issue so provide – make the copies
available for inspection free of charge at the registered office of the
co-operative; or
(b) in any other case – give the prescribed debenture holder the copies
free of charge.”;
(g) the word “prescribed” were inserted in subsection (4) before “debenture
holders”; and

Co-operatives Regulations
39

(h) the following subsection were added at the end:
“(5) In this section –
‘prescribed debenture holder’ means a person who holds debentures of a
co-operative but is not a member of the co-operative.”.
11. Modification of section 319 of Corporations Act 2001
The Corporations Act 2001 applies as if section 319 were repealed and the
following section were substituted in its place:
“319 Lodgement of annual reports with Registrar
“Under the Regulations made under this Act, a co-operative that has to
prepare or obtain a report for a financial year under this Act (as adopted by or
under the Act) must include in its annual report to the Registrar for that year a
copy of each report it prepares or obtains.”.
12. Modification of section 321 of Corporations Act 2001
Section 321 of the Corporations Act 2001 applies as if subsection (1) were
omitted and the following subsection substituted in its place:
“(1) The Registrar may give a co-operative a direction to lodge with the
Registrar a copy of reports prepared or obtained by it under Division 1 or 2.”.
13. Modification of section 322 of Corporations Act 2001
Section 322 of the Corporations Act 2001 applies as if –
(a) the words “ASIC, the company, registered scheme or disclosing entity”
were omitted from subsection (1) and “the Registrar, the co-operative”
were substituted in their place;
(b) the word “ASIC” were omitted from subsection (1)(a) and “the Registrar”
were substituted in its place;
(c) subsection(1)(b) were omitted and the following paragraphs were
substituted in its place:
“(b) in the case of a non-trading co-operative – make a copy of the
amended report available for inspection at the registered office of
the co-operative and inform any member who asks of its
availability; and
(c) in any other case – give a copy of the amended report free of charge
to any member who asks for it.”;

Co-operatives Regulations
40

(d) the words “company, registered scheme or disclosing entity” were omitted
from subsection (2) and “co-operative” were substituted in their place; and
(e) the words “or inspect” were inserted in subsection (2)(b) after “obtain”.
14. Modification of section 324 of Corporations Act 2001
Section 324 of the Corporations Act 2001 applies as if –
(a) the words “a company” were omitted from subsection (1)(a), (b) and (c)
and “a co-operative” were substituted in their place;
(b) the following paragraph were inserted in subsection (1) after paragraph
(d):
“(da) the person is not ordinarily resident in the Territory;”;
(c) the word “company” (twice occurring) were omitted from subsection
(1)(e) and “co-operative” were substituted in its place;
(d) the words “except where the company is a proprietary company,” were
omitted from subsection (1)(f);
(e) the word “company” were omitted from subsection (1)(f)(i), (ii) and (iii)
and “co-operative” substituted in its place;
(f) the words “a company” were omitted from subsection (2)(a), (b) and (c)
and “a co-operative” were substituted in their place;
(g) the word “Australia” were omitted from subsection (2)(d) and “the
Territory” were substituted in its place;
(h) subsection (2)(e) were omitted and the following paragraph were
substituted in its place:
“(e) the business name under which the firm is carrying on business is
registered under the Business Names Act of the Northern Territory
or a return (in a form approved by the Registrar for the purpose)
has been lodged showing, in relation to each member of the firm,
the member’s full name and address as at the time when the firm so
consents, acts or prepares a report;”;
(i) the word “company” (twice occurring) were omitted from subsection (2)(f)
and “co-operative” were substituted in its place;
(j) the words “except where the company is a proprietary company,” were
omitted from subsection (2)(g);

Co-operatives Regulations
41

(k) the word “company” were omitted from subsection (2)(g)(i), (ii) and (iii)
and “co-operative” were substituted in its place;
(l) the words “except where the company is a proprietary company,” were
omitted from subsection (2)(h);
(m) the word “company” were omitted from subsection (2)(h) and “co-
operative” were substituted in its place;
(n) the word “company” (wherever occurring) were omitted from subsections
(4), (5), (6), (7), (8), (9), (10) and (11) and “co-operative” were substituted
in its place;
(o) all the words before and including “a person” were omitted from
subsection (12) and “A person” were substituted in their place;
(p) the words “company’s” and “company” were omitted from subsection (12)
and “co-operative’s” and “co-operative” were respectively substituted in
their place;
(q) the word “company’s” were omitted from subsection (13) and
“co-operative’s” were substituted in its place; and
(r) the word “company” (wherever occurring) were omitted from subsections
(14), (15) and (16) and “co-operative” were substituted in its place.
15. Modification of section 329 of Corporations Act 2001
Section 329 of the Corporations Act 2001 applies as if –
(a) the word “company” (twice occurring) were omitted from subsections (1)
and (1A) and “co-operative” were substituted in its place;
(b) the note at the foot of subsection (1A) were omitted;
(c) the following subsection were inserted after subsection (1A):
“(1B) Despite subsection (1A), it is still necessary to give at least 21 days
notice of a meeting of a co-operative at which a resolution will be moved to
remove an auditor under this section.”;
(d) the word “company” (wherever occurring) were omitted from subsections
(2), (3), (4), (5) and (6) and “co-operative” were substituted in its place;
(e) all the words before “resignation” (first occurring) were omitted from
subsection (8) and “The” were substituted in their place;
(f) subsection (9) were omitted; and

Co-operatives Regulations
42

(g) the word “company” (wherever occurring) were omitted from subsections
(10) and (11) and “co-operative” were substituted in its place.
16. Modification of section 330 of Corporations Act 2001
The Corporations Act 2001 applies as if section 330 were repealed and the
following section were substituted in its place:
“330 Effect of winding up on office of auditor
“An auditor of a co-operative ceases to hold office if –
(a) a special resolution is passed in accordance with section 312 of the
Act for the voluntary winding up of the co-operative; or
(b) a certificate is issued by the Registrar for the winding up of the
co-operative; or
(c) an order is made by the Court for the winding up of the
co-operative.”.
17. Further modifications
The applied provisions of the Corporations Act 2001, other than those
referred to in clauses 2 to 16 inclusive, apply as if –
(a) all the notes were omitted; and
(b) they were modified as set out in the Table.
TABLE
Provision Amendment
omit substitute
Section 247A(1) “company or registered
managed investment
scheme” “co-operative”
“company or scheme”
(twice occurring) “co-operative”
Section 247A(4) “company” (twice
occurring) “co-operative”
Section 247C(a) “ASIC” “the Registrar”
Section 247D the whole section

Co-operatives Regulations
43

Sections 286(1) and
290(1) “company, registered
scheme or disclosing
entity” “co-operative”
Section 291 the whole section
Sections 293 and 294 the whole section
Section 295(4)(c) “company, registered
scheme or disclosing
entity” “co-operative”
Section 296(1) all the words after
“standards.”
Sections 297(a) and
298(1) “company, registered
scheme or disclosing
entity” “co-operative”
Section 298(3) the whole subsection
Sections 299(2)(a) and
299(3)(a) “company, registered
scheme or disclosing
entity” “co-operative”
Section 299(3)(b) “company, registered
scheme or disclosing
entity” “co-operative, company
or registered scheme”
Section 300(1)(c) “company, registered
scheme or disclosing
entity” “co-operative”
Section 300(1)(d)(ii) “company” “co-operative”
Section 300(1) all the words after
paragraph (g)
Section 300(2) “company’s” “co-operative’s”
Section 300(3)(a) and
(3)(b) “company, registered
scheme or disclosing
entity” “co-operative”
Section 300(5)(a), (6)(a)
and (e) and (7)(a) and (c) “company, registered
scheme or disclosing
entity” “entity”
Section 300(8) “company” “co-operative”

Co-operatives Regulations
44

Section 300(8)(a) “and that is covered by
subsection 199A(2) or
(3)”
“of that kind”
Section 300(9) “company” (wherever
occurring) “co-operative”
Section 300(10) “public company that is
not a wholly-owned
subsidiary of another
company or of a
recognised company” “co-operative that is not
a wholly-owned
subsidiary of another co-
operative”
Section 300(11) “company” (wherever
occurring) “co-operative”
Section 300(12) and (13) the whole subsection
Section 300A(1) “company” (first
occurring) “co-operative that is
included in an official
list of the Exchange”
Section 300A(1)(a) “company” (wherever
occurring) “co-operative”
Section 300A(1)(b) “company’s” “co-operative’s”
Section 300A(1)(c) “company” “co-operative”
Section 300A(2) the whole subsection
Section 300A(3) “company’s constitution” “co-operative’s rules”
Section 301(1) “company, registered
scheme or disclosing
entity” “co-operative”
Section 301(2) the whole subsection
Section 302 “A” “A co-operative that is
a”
Section 302(c) “ASIC” “the Registrar”
Section 310(a) “company, registered
scheme or disclosing
entity” “entity”

Co-operatives Regulations
45

Section 311 “ASIC” “the Registrar”
Section 311(a) “this Act” “the Act (including
provisions of this Act
adopted by or under the
Act)”
Section 312 “company, registered
scheme or entity” “co-operative”
Section 312(a) “company, scheme or
entity” “co-operative”
Section 317 “public company” “co-operative”
Section 320 “A” “A co-operative that is
a”
Sections 323 and
323A(2) “company, registered
scheme or disclosing
entity” “co-operative”
Section 323B “company, registered
scheme or disclosing
entity” “co-operative”
Section 323B(a) “company, scheme or
entity” “co-operative”
Section 323C “company, registered
scheme or disclosing
entity” “co-operative”
Section 323D(1) and (2) the whole subsection
Section 323D(3) and (5) “company, registered
scheme or disclosing
entity” “co-operative”
Division 8 of Part 2M.3 the whole Division
Section 325 the whole section
Section 327(1A) the whole subsection
Section 327(1) to (16)
inclusive “company” (wherever
occurring) “co-operative”

Co-operatives Regulations
46

Section 328 “company” (wherever
occurring) “co-operative”
Section 331
“company” (twice
occurring) “co-operative”
Section 344(1) “company, registered
scheme or disclosing
entity” “co-operative”
____________________________
SCHEDULE 3
Regulation 9
POSTAL BALLOTS
1. Ballots
(1) The board must –
(a) cause the details of the proposal upon which the ballot is to be held
to be set out in a statement;
(b) fix the dates for –
(i) the forwarding of ballots to members; and
(ii) the closing of the ballot; and
(c) appoint a returning officer for the ballot.
(2) Every ballot must be conducted by the returning officer appointed
by the board.
2. Returning officers
(1) A director of the co-operative may not be appointed as a returning
officer.
(2) The returning officer may be assisted in the performance of his or
her duties by any person (who would be eligible to be a returning officer)
appointed by the returning officer.
3. Preparation of the voting roll and the ballot papers
(1) The returning officer must prepare a roll of the full names and
addresses of the members of the co-operative, as disclosed by the register of

Co-operatives Regulations
47

members, directors and shares, together with particulars of the number of votes
each member would be entitled to exercise upon a poll.
(2) A person whose name is on the roll is entitled to vote in the ballot,
and no person is otherwise so entitled.
(3) The returning officer must cause ballot papers to be prepared in or
to the effect of Form 1 in this Schedule.
(4) Each ballot paper must be initialled by the returning officer or an
appointed assistant.
(5) The returning officer must, at least 21 days prior to the date fixed
for the closing of the ballot, send by post or otherwise deliver to every member
entitled to vote in the ballot one set of the following material:
(a) one ballot paper;
(b) an envelope (in this Schedule referred to as the outer envelope)
addressed to the returning officer;
(c) a smaller envelope (in this Schedule referred to as the middle
envelope), the reverse side of which must be printed in or to the
effect of Form 2;
(d) a small envelope (in this Schedule referred to as the inner envelope)
into which the ballot paper is to be enclosed;
(e) a copy of the statement prepared by the board setting out the details
of the proposal upon which the decision of the members is to be
sought.
4. Duplicate ballot papers
The returning officer may send a duplicate ballot paper to any voter if the
returning officer is satisfied –
(a) that the voter has not received a ballot paper; or
(b) that the ballot paper received by the voter has been lost, spoilt or
destroyed and that the voter has not already voted.
5. Voting
A member casts a vote in the ballot by –
(a) completing the details on the reverse side of the middle envelope;
(b) marking his or her vote on the ballot paper according to the
instructions on the ballot paper; and

Co-operatives Regulations
48

(c) sending the ballot paper, in the envelopes provided, to the returning
officer.
6. Safe keeping of ballot papers
(1) The returning officer must provide a ballot box which must be
locked immediately before the ballot papers are delivered to members in
accordance with clause 3(5) and must remain locked until the close of the ballot.
(2) The returning officer must place the outer envelopes in the ballot
box not later than noon on the date fixed for the closing of the ballot.
7. Counting of the votes
(1) Ballot papers received after noon on the date fixed for the closing
of the ballot must not be taken into account at the ballot.
(2) As soon as practicable after noon on the date fixed for the closing
of the ballot, the returning officer must, in the presence of such scrutineers as may
be appointed by the board, open the ballot box and deal with the contents in
accordance with subclause(3).
(3) The returning officer must –
(a) remove the middle envelope from the outer envelope;
(b) where a duplicate outer envelope has been issued and the original
outer envelope is received – reject the original envelope and mark it
“rejected”;
(c) according to the information on the middle envelope, for each set of
voting papers returned, mark the voter’s name on the roll by
drawing a line through the name;
(d) where a member’s name has already been crossed out on the roll –
reject the postal vote and mark it “rejected”;
(e) if the middle envelope has not been signed, or if the details shown
on the envelope are not sufficient to disclose by whom the vote is
being exercised – reject the envelope and mark it “rejected”;
(f) extract the inner envelopes containing the ballot papers from all
unrejected middle envelopes, separating the contents from the
middle envelopes in such a way that no inner envelope could
subsequently be identified with any particular voter; and
(g) when all the middle envelopes have been dealt with in the above
manner, open all unrejected inner envelopes and take the ballot
papers from them.

Co-operatives Regulations
49

(4) The ballot papers must be scrutinised by the returning officer who
must reject as informal any ballot paper that –
(a) is not duly initialled by the returning officer;
(b) is so imperfectly marked that the intention of the voter cannot be
ascertained by the returning officer;
(c) has any mark or writing not authorised by this Schedule which, in
the opinion of the returning officer, will enable the voter to be
identified; or
(d) has not been marked as prescribed on the ballot paper itself.
8. Statement by returning officer
(1) The returning officer must count all votes cast and make out and
sign a statement of –
(a) the number of formal votes cast in favour of the proposal;
(b) the number of formal votes cast against the proposal;
(c) the number of informal votes cast;
(d) the number of middle envelopes marked “rejected”; and
(e) the proportion of the formal votes polled which were in the
affirmative.
(2) On the declaration of the returning officer of the result of the postal
ballot, the board of the co-operative must cause an entry to be made in the minute
book showing the particulars referred to in clause 8(1)(a) to (c).
(3) The returning officer must forward a copy of the statement to the
chairperson of the board of the co-operative who must announce the result of the
ballot at the next general meeting.
9. Notification of the result of the ballot
(1) A co-operative must give notification of the result of a ballot (other
than a ballot conducted to alter the rules of a co-operative) by displaying the
result on the notice board at the registered office of the co-operative.
(2) In the case of a postal ballot conducted to alter the rules of a
co-operative, the co-operative must cause the result of the ballot to be notified in
writing to its members as soon as practicable after the alteration takes effect and,
in any event, not later than the date on which notice is given to the members of

Co-operatives Regulations
50

the next annual general meeting of the co-operative following the date on which
the alteration takes effect.
10. Retention of ballot papers
The returning officer must retain –
(a) all ballot papers (whether formal or otherwise);
(b) all rejected outer envelopes; and
(c) all rolls,
used in connection with the conduct of the postal ballot, locked in the ballot box
until the returning officer has been directed in writing by the board that the items
referred to may be destroyed.
____________________

Co-operatives Regulations
51

FORM 1
POSTAL BALLOT
Ballot of members to determine the following proposal:
……………………………………………………………………………………………………………………..
……………………………………………………………………………………………………………………..
…………………………………………………………………………………………
Do you support the above proposal?
(Please mark YES or NO) ……………………………
The ballot will close at noon on ……………………
How to Vote
1. Read these directions and the ballot paper carefully.
2. Complete and sign the details on the reverse side of the middle envelope.
3. Mark the ballot paper in the space provided above to indicate your
intention regarding the proposal.
4. After marking the ballot paper, fold it and place it in the small envelope
provided and seal the envelope. Then place the small envelope in the
completed middle envelope and place the middle envelope in the envelope
addressed to the returning officer. Forward this envelope either by post or
personal delivery so as to reach the returning officer not later than noon on
……………….…………………………………………………………………
5. Unless the ballot paper is marked as indicated in 3 above and the details
referred to in 2 above are completed in full and the middle envelope
signed, your vote may be rejected as informal.
………………………………….
Initials of returning officer
____________________

Co-operatives Regulations
52

FORM 2
MEMBER DETAILS
……………………………………………….…………………………………………………
(Full Name)
………………………………………………………………………………………………….……………
…………………………………………………………………………………….
(Address)
……………………………………………….…………………………………………………
(Signature)
1. Please use capital letters for your name and address.
2. If the vote is being cast on behalf of a co-operative or other body corporate
also indicate the name of such co-operative or body corporate.
____________________________

Co-operatives Regulations
53

SCHEDULE 4
Regulation 28
PRESCRIBED INFORMATION RELATING TO PROPOSED
COMPROMISE OR ARRANGEMENT
1. Definitions
In this Schedule –
“internal creditor” means –
(a) a creditor who is a member of the co-operative;
(b) a relative, spouse or de facto partner of a member; or
(c) a relative of a spouse or a de facto partner of a member;
“Scheme” means the proposed compromise or arrangement;
“scheme creditors” means the creditors or class of creditors of a co-
operative, to whom the Scheme would apply;
“scheme members” means the members or class of members of a co-
operative, to whom the Scheme would apply.
2. Prescribed information relating to proposed compromise or
arrangement with creditors or class of creditors
(1) The prescribed information which must be included in a draft
explanatory statement or explanatory statement (as the case may be) in relation to
a proposed compromise or arrangement between a co-operative and any of its
creditors is –
(a) the expected dividend that would be available to scheme creditors if
the co-operative were to be wound up within 6 months after the
date of the hearing of the application to the Court for an order under
section 335(1) of the Act;
(b) if a composition of debts is proposed – the expected dividend that
would be paid to scheme creditors if the Scheme were put into
effect as proposed;
(c) a list of the names of all known scheme creditors and the debts
owed to those creditors;
(d) if a scheme creditor is known to be a guaranteed creditor – the
name of the creditor and the amount of the debt owed; and

Co-operatives Regulations
54

(e) if a scheme creditor is known to be an internal creditor – the name
of the creditor and the amount of the debt owed.
(2) The statement referred to in subclause (1) must contain a statement
that an order under section 335(1) of the Act is not an endorsement of, or any
other expression of opinion on, the Scheme.
(3) The statement referred to in subclause (1) must contain or include –
(a) a report on the affairs of the co-operative in or to the effect of the
form approved by the Registrar, showing the financial position of
the co-operative as at a day within one month of the date on which
it is intended to apply to the Court for an order under section 340(1)
of the Act;
(b) a copy, certified by a director or by the principal executive officer
or a secretary of the co-operative to be a true copy, of all accounts
and group accounts (if any) required to be laid before the
co-operative at the annual general meeting, together with a copy of
every document required by law to be annexed to the accounts;
(c) if the co-operative the subject of the Scheme is a trustee, a
statement –
(i) of the number of trusts administered by the trustee;
(ii) whether the trustee carries on any business separate from
that of the trust; and
(iii) how the scheme creditors may obtain a copy of the relevant
trust deed, free of charge, prior to the date of the meeting;
and
(d) if the person (if any) who would be appointed to manage the
Scheme proposes to charge for his or her services and for the
services of his or her staff in accordance with a particular scale of
charges, that scale of charges.
3. Prescribed information relating to proposed compromise or
arrangement with members or a class of members
(1) The prescribed information which must be included in a draft
explanatory statement or explanatory statement (as the case may be) in relation to
a proposed compromise or arrangement between a co-operative and any of its
members is –
(a) unless the co-operative the subject of the Scheme is in the course of
being wound up or is under official management, in relation to each
director of the co-operative –

Co-operatives Regulations
55

(i) whether the director recommends the acceptance of the
Scheme or recommends against acceptance and, in either
case, his or her reasons for so recommending;
(ii) if the director is not available to consider the Scheme – that
the director is not so available and the cause of his or her not
being available; or
(iii) in any other case – that the director does not desire to make,
or does not consider himself or herself justified in making, a
recommendation and, if the director so requires, his or her
reasons for not wishing to do so; or
(b) if the co-operative is in the course of being wound up or is under
official management, in relation to each liquidator or each official
manager –
(i) whether he or she recommends acceptance of the Scheme or
recommends against acceptance and, in either case his or her
reasons for so recommending; or
(ii) in any other case – that the liquidator or official manager
does not wish to make a recommendation and his or her
reasons for not wishing to do so.
(2) The statement referred to in subclause (1) must set out –
(a) the number, description and amount of marketable securities of the
co-operative the subject of the Scheme held by or on behalf of each
director of the co-operative or, if none are held by or on behalf of a
director, a statement to that effect;
(b) for each director of the co-operative by whom or on whose behalf
shares in that co-operative are held, whether –
(i) the director intends to vote in favour of, or against, the
Scheme; or
(ii) the director has not decided whether he or she will vote in
favour of, or against, the Scheme;
(c) if the other party to the proposed reconstruction or amalgamation
is, or includes, a corporation – whether any marketable securities of
the corporation are held by, or on behalf of, any director of the
co-operative the subject of the Scheme and, if so, the number,
description and amount of those marketable securities;

Co-operatives Regulations
56

(d) particulars of any payment or other benefit that is proposed to –
(i) be made or given to any director, secretary or executive
officer of the co-operative the subject of the Scheme as
compensation for loss of, or as consideration for or in
connection with his or her retirement from, office in that
co-operative or in a related body corporate; or
(ii) be made or given to any director, secretary or executive
officer of any related body corporate as compensation for
the loss of, or as consideration for or in connection with his
or her retirement from, office in that body corporate or in the
co-operative the subject of the Scheme;
(e) if there is any other agreement or arrangement made between a
director of the co-operative the subject of the Scheme and another
person in connection with or conditional on the outcome of the
Scheme – particulars of the agreement or arrangement;
(f) if the object of the Scheme is for a co-operative to acquire control
of another corporation that is a company – particulars of the nature
and extent of any interest of a director of that company in any
contract entered into by the co-operative;
(g) whether, within the knowledge of the directors of the co-operative
the subject of the Scheme, or, if the co-operative is in liquidation or
under official management, the knowledge of the liquidator or the
official manager, the financial position of the co-operative has
materially changed since the date of the last balance sheet laid
before the co-operative in general meeting and, if so, full
particulars of any change; and
(h) any other information material to the making of a decision in
relation to the Scheme, being information that is within the
knowledge of any director, liquidator or official manager of a
co-operative the subject of the Scheme or of a related company and
that has not previously been disclosed to the Scheme members.
(3) If –
(a) the other party to the proposed reconstruction or amalgamation of
the co-operative the subject of the Scheme has a prescribed
shareholding in the co-operative; or
(b) a director of any corporation that is the other party to the proposed
reconstruction or amalgamation is a director of a co-operative the
subject of the Scheme,

Co-operatives Regulations
57

the statement must include a copy of a report made by an expert who is not
associated with the corporation that is the other party, stating whether or not, in
his or her opinion, the proposed Scheme is in the best interest of the members of
the co-operative the subject of the Scheme and setting out his or her reasons for
that opinion.
(4) If the co-operative the subject of the Scheme obtains 2 or more
reports, each of which could be used for the purposes of subclause (3), the
statement must include a copy of each report.
(5) If –
(a) the co-operative the subject of the Scheme obtains a report for the
purposes of subclause (3); and
(b) the report contains –
(i) a forecast of the profits or profitability of the co-operative;
or
(ii) a statement that the market value of an asset or assets of the
co-operative or of a related body corporate differs from an
amount at which the value of the asset or assets is shown in
books of the co-operative or the related body corporate,
that report must not be included in the statement except with the consent in
writing of the Registrar and in accordance with such conditions (if any) as are
stated by the Registrar.
(6) For the purposes of subclause (3) –
(a) a person has a prescribed shareholding in a co-operative if he or she
is entitled to not less than 30% of the voting shares in the
co-operative; and
(b) a person has a prescribed shareholding in a co-operative in which
the voting shares are divided into 2 or more classes of shares, if he
or she is entitled to not less than 30% of the shares in one of those
classes.
(7) If the consideration to be offered to scheme members consists, in
whole or in part, of marketable securities issued, or to be issued, by a corporation,
the statement must set out the formula to be applied to find out the number of
marketable securities to be issued to each scheme member, and the basis on
which that formula was developed.
(8) If marketable securities of the same class as those referred to in
subclause (7) are granted official quotation on a securities exchange, the

Co-operatives Regulations
58

statement must state the fact, specify the securities exchange concerned, and set
out –
(a) the latest recorded sale price before the date on which the statement
is sent to the Registrar;
(b) the highest and lowest recorded sale prices during the 3 months
immediately before that date and the dates of the relevant sales; and
(c) if the Scheme has been the subject of a public announcement in
newspapers or by any other means before the statement has been
sent the Registrar – the latest recorded sale price immediately
before the public announcement.
(9) If the marketable securities referred to in subclause (8) are granted
official quotation on more than one securities exchange, it is sufficient
compliance with subclause (8)(a) and (c) if information on the marketable
securities is given for the securities exchange at which there has been the greatest
number of recorded dealings in the securities in the 3 months immediately before
the date on which the statement is sent to the Registrar.
(10) If the securities referred to in subclause (8) have not been granted
official quotation on a securities exchange, the statement must set out all the
information that a director, liquidator or official manager of the co-operative the
subject of the Scheme or of a related body corporate has about the number of
securities that have been sold in the 3 months immediately before the date on
which the explanatory statement was prepared and the price of those securities or,
if that information or any part of that information cannot be ascertained, must
include a statement to that effect.
(11) The statement must set out particulars of the intentions of the
directors of the co-operative the subject of the Scheme regarding –
(a) the continuation of the business of the co-operative or, if the
undertaking, or any part of the undertaking, of a co-operative is to
be transferred, how that undertaking or part is to be conducted in
the future;
(b) any major changes to be made to the business of the co-operative,
including any redeployment of the fixed assets of the co-operative;
and
(c) the future employment of the present employees of the
co-operative.
____________________________

Co-operatives Regulations
59

SCHEDULE 5
Regulation 29
COMPULSORY ACQUISITION NOTICE
1. To
of
A. The transferee (insert name of person giving notice) on (insert date)
made an offer to the holders of *shares in (insert name)
Co-operative Limited/*shares included in a class of shares in
(insert name) Co-operative Limited for the transfer of those shares
to the transferee, not being an offer made under a scheme or
contract to which Division 2 of Part 11 of the Co-operatives Act
applies;
B. the scheme or contract involving the transfer of those shares to the
transferee was on or before (insert date) approved by the holders of
at least 90% in nominal value of all the shares concerned, other
than excluded shares; and
C. you are a dissenting shareholder.
2. The transferee gives you notice under section 350(1) of the Co-operatives
Act that the transferee desires to acquire those shares held by you.
3. You are entitled under section 350(2) of the Co-operatives Act to ask the
transferee, by written notice given to the transferee within one month after
the day on which this notice is given, to give you a statement in writing of
the names and addresses of all other dissenting shareholders as shown in
the register of members.
*4. You are entitled not later than the expiration of 28 days after the date on
which this notice is given or 14 days after the date on which a statement is
supplied to you under section 350(2) of the Co-operatives Act, whichever
is the later, to elect, by notice to the transferee, which of the alternative
terms offered to the approving shareholders under the scheme or contract
you prefer. The alternative terms are as follows – (insert details)
5. Unless, on application made by you within 28 days after the date on which
this notice is given or within 14 days after a statement is supplied to you
under section 350(2) of the Co-operatives Act, the Supreme Court
otherwise orders, the transferee will be entitled and bound subject to
section 350(2) to acquire your shares –
(a) on the terms on which, under the scheme or contract, the shares of
the approving shareholders are to be transferred to the transferee; or

Co-operatives Regulations
60

(b) if alternative terms were offered –
(i) on the terms for which you have elected; or
(ii) if you have not so elected – on whichever of those terms the
transferee determines unless the Supreme Court otherwise
orders.
Dated 19
(Signature of transferee)
* Delete if not applicable
____________________________
SCHEDULE 6
Regulation 30
NOTICE TO REMAINING SHAREHOLDER
1. To
of
A. The transferee (insert name of person giving notice) on (insert date)
offers to the holders of shares *in (insert name of co-operative)
Limited/*included in a class of shares in (insert name of
co-operative) Limited for the transfer of those shares to the
transferee, not being offers made under a scheme or contract to
which Division 2 of Part 11 of the Co-operatives Act applies;
B. under the scheme or contract the transferee became on (insert date)
beneficially entitled to shares in that co-operative which together
with any other shares in that co-operative to which the transferee,
or the transferee and any corporation related to the transferee, is
beneficially entitled, comprise or include 90% in nominal value of
the shares concerned; and
C. you are the holder of remaining shares *in that
co-operative/*included in class of shares in that co-operative and
have not assented to the scheme or contract or been given notice in
respect of those shares by the transferee under section 350(1) of the
Co-operatives Act.
2. The transferee gives you notice under section 352(1)(a) of the
Co-operatives Act that under that scheme or contract the transferee on
(insert date) became beneficially entitled to shares in (insert name of
co-operative) Limited and those shares together with any other shares in

Co-operatives Regulations
61

that co-operative to which the transferee, or the transferee and any
corporation related to the transferee, is beneficially entitled, comprise or
include 90% in nominal value of the shares *in that co-operative/*included
in that class of shares in that co-operative.
3. You are entitled under section 352(1)(b) of the Co-operatives Act, within
3 months after being given this notice, by notice to the transferee to require
the transferee to acquire your shares.
*4. You are entitled under section 352(1)(b) of the Co-operatives Act, within
3 months after being given this notice to elect by notice to the transferee
which of the alternative terms offered to the approving shareholders under
the scheme or contract you will accept. The alternative terms are as
follows – (insert details)
5. If you require the transferee to acquire the shares held by you the
transferee will be entitled and bound to acquire those shares –
(a) on the terms that under the scheme or contract were offered to the
approving shareholders;
(b) if alternative terms were offered –
(i) on the terms for which you have elected; or
(ii) if you do not so elect – on whichever of the terms the
transferee determines; or
(c) on such other terms as are agreed or as the Supreme Court on the
application the transferee or of yourself orders.
Dated 19
(Signature of transferee)
* Delete if not applicable
____________________________

Co-operatives Regulations
62

SCHEDULE 7
Regulation 37
NOTICE REQUIRING PRODUCTION OF DOCUMENTS OR
APPEARANCE TO ANSWER QUESTIONS
Co-operatives Act
Section 388(1)
To: (name of co-operative or person)
In relation to an inspection of (name of co-operative), you are required –
*(a) to produce to me on (date) at (time) at (full details of place) the
documents specified in the Schedule to this notice relating to the
co-operative; and
*(b) to attend on (date) at (time) before (name if inspector) at (full
details of place) to answer any questions relating to the promotion,
formation, membership, control, transactions, dealings, business or
property of the co-operative.
Please note section 398 of the Act (relating to self-incrimination).
SCHEDULE
……………………………
Signature of Inspector
……………………………
Date
* Delete if not applicable
____________________________

Co-operatives Regulations
63

SCHEDULE 8
Regulation 38
NOTICE TO PRODUCE DOCUMENTS, GIVE ASSISTANCE OR TO
APPEAR FOR EXAMINATION AT INQUIRY
Co-operatives Act
Section 400(1)
To (name of involved person)
In relation to an Inquiry into the affairs of (name of co-operative), you are
required –
*(a) to produce to me on (date) at (time) at (full details of place) the
documents referred to in the Schedule to this notice that are in your
custody or control and that relate to the affairs of (name of
co-operative);
*(b) to give all reasonable assistance in connection with the Inquiry; and
*(c) to appear on (date) at (time) before (name of investigator) at (full
details of place) for examination on oath or affirmation.
Please note the provisions of section 401(1) of the Act (relating to legal
representation) and sections 401(2) and (3) of the Act (relating to self-
incrimination).
SCHEDULE
………………………………
Signature of Investigator
………………………………
Date
* Delete if not applicable
____________________________

Co-operatives Regulations
64

SCHEDULE 9
Regulation 42
PRESCRIBED OFFICES
Commonwealth
1. The Treasurer.
2. A trustee under Part 4, 10 or 11 of the Bankruptcy Act 1966 of the
Commonwealth.
3. The following officers of the Australian Securities and Investment
Commission under the Australian Securities and Investment Commission
Act 2001 of the Commonwealth:
(a) the chairperson, deputy chairperson or member of the Commission;
(b) the president or a member of the Corporations and Securities Panel.
Australian Capital Territory
1. The Treasurer.
2. The Public Trustee under the Administration and Probate Ordinance 1929
and the Public Trustee Act 1985 of the Australian Capital Territory.
3. A Registrar or Master of the Supreme Court of the Australian Capital
Territory.
New South Wales
1. The Treasurer.
2. The Public Trustee under the Public Trustee Act 1913 of New South
Wales.
3. A master under Division 1 of Part 8 of the Supreme Court Act 1970 of
New South Wales.
4. The Supervisor of loan fund companies under the Loan Fund Companies
Act 1976 of New South Wales.
5. The Protective Commissioner under the Protected Estates Act 1983 of
New South Wales.

Co-operatives Regulations
65

Northern Territory
1. The Treasurer.
2. The Public Trustee under the Public Trustee Act 1979 of the Northern
Territory.
3. A Master of the Supreme Court of the Northern Territory.
Queensland
1. The Treasurer.
2. The Commissioner for Corporate Affairs.
3. The Public Trustee under the Public Trustee Act 1978 of Queensland.
4. A Registrar of the Supreme Court of Queensland under the Supreme Court
Act 1995 of Queensland.
South Australia
1. The Treasurer.
2. The Curator of Prisoners’ Property under the Criminal Law Consolidation
Act 1935 of South Australia.
3. The Public Trustee under the Probate and Administration Act 1919 of
South Australia.
4. A master or accountant under the Supreme Court Act 1935 of South
Australia.
Tasmania
1. The Treasurer.
2. The Administrator under chapter 49 of the Criminal Code of Tasmania.
3. The Commissioner for Corporate Affairs.
4. The Public Trustee under the Public Trustee Office Act 1930 of Tasmania.
5. A Registrar of the Supreme Court of Tasmania.
Victoria
1. The Treasurer.
2. The Commissioner for Corporate Affairs.

Co-operatives Regulations
66

3. The Public Trustee under the Public Trustee Act 1958.
4. A Master of the Supreme Court under the Supreme Court Act 1958.
Western Australia
1. The Treasurer.
2. The Commissioner for Corporate Affairs.
3. The Public Trustee under the Public Trustee Act 1941 of Western
Australia.
4. A Master or Registrar of the Supreme Court of Western Australia under
the Supreme Court Act 1935 of Western Australia.
____________________________
Notes
1. The Co-operatives Regulations, in force under the Co-operatives Act,
comprise the Regulations 1998, No. 53 and amendments made by other
legislation, the details of which are specified in the following table:
Year and number Date made Date notified in
the Gazette Date of
commencement
1998, No. 53 23 Nov 1998 24 Nov 1998 24 Nov 1998
2002, No. 10 30 Apr 2002 8 May 2002 8 May 2002
Act No. 18, 2002 – – 7 June 2002
Act No. 59, 2002 – – 7 Nov 2002
Act No. 1, 2004 – – 17 Mar 2004 (a)
(a) See section 2 and Gazette G11, dated 17 March 2004, p. 8.
2. Regulations 2002, No. 10 provides as follows:
“10. Transitional: regulation 12
“(1) In this regulation –
‘commencement’ means the commencement of these Regulations.

Co-operatives Regulations
67

“(2) Regulation 12 of the Principal Regulations as in force after the
commencement applies to financial years and half-years ending after
30 April 2001.
“(3) In relation to financial years and half-years that end on or before
30 April 2001 (but after 31 March 2000) –
(a) regulation 12 of the Principal Regulations as in force immediately
before the commencement continues to apply but subject to the
modification that it is to be read as if subregulation (5) were
omitted and the following were substituted:
‘(5) The provisions of Part 3.7 of the Corporations Law adopted in
subregulation (2) apply as if section 324(12) were amended by omitting all the
words before and including “a person” (first occurring) and substituting “A
person”.’;
(b) the provisions of the Corporations Law (and the accounting
standards and regulations made under that Law) adopted by that
regulation continue to apply as if they had not been repealed,
relocated or amended;
(c) any directions given under section 10 of the Act by the Registrar as
to modifications that are necessary or desirable for the effectual
operation of the adopted provisions of the Corporations Law (as in
force immediately before the commencement of these Regulations)
continue to apply, except to the extent that the directions
contemplate the omission of section 324(12) to (15) (inclusive) of
the Corporations Law; and
(d) any relevant exemptions under section 234 of the Act continue in
force.”.
____________________________

Co-operatives Regulations
68

Table of Amendments
Regulation
4. Amended by 2002, No. 10
11. Amended by 2002, No. 10
12. Substituted by 2002, No. 10
16. Amended by 2002, No. 10
27. Substituted by 2002, No. 10
34. Amended by 2002, No. 10
40. Amended by 2002, No. 10
Schedule 2A Inserted by 2002, No. 10
Schedule 4 Amended by Act No. 1, 2004
Schedule 9 Amended by Act No. 18, 2002; Act No. 59, 2002
____________________________
__________________