The Co-operative Societies Act

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Document Information:

1. Short title and commencement
2. Interpretation
3. Development of co-operatives ad co-operative societies
4. Officers required to furnish information to Minister
5. Annual report on co-operative societies
6. Registrar
7. Deputy Registrar and other public officers
8. Co-operatives to be registered
9. Application for registration
10. Registration of co-operatives
11. Conversion of company into co-operative society
12. Certificate of registration and name of co-operative society
13. Action to be taken after registration of former company as co- operative society
14. Effect of registration
15. Refusal to register
16. Equity capital
17. Liability of members
18. Display of registered name

19. By-laws
20. Amendments to By-laws
21. Copy of regulations and by-laws and list of members to be open for inspection
22. Patronage bonus
23. Membership governed by by-laws
24. Minors
25. Members not to exercise rights until due payment made
26. Certificate of membership
27. Lien on member’s share.
28. Co-operative society to keep membership register
29. Meetings, votes of members and delegates
30. Limitation on share holding
31. Assignment, transfer, redemption arid re-purchase of shares
32. Shares or interest not attachable
33. Transfer of shares or interest on death of member
34. Liability of past member and estate of deceas ed member for debts of co-operative society
35. Creation of charges in favour of co-operative societies
36. Withdrawal by member
37. Expulsion of member
38. Board of directors
39. Committees of Co-operative Society
40. Effect of election of directors by districts or zones 41. Functions of board
42. Chairperson and vice-chairperson

43. Term of office of director of board 44. Vacancy on board
45. Liability of directors and other officers for unlawful transactions
46. Procedure and meetings of board
47. Removal of director from office
48. Registration of charges
49. Registration of enforcement of security and filing of accounts
50. Rectification of register of charges
51. Entry of memorandum of satisfaction on register
52. Failure to submit particulars for registration
53. Co-operative society’s register of charges
54. Right to inspect copies of instruments and register of charges
55. Perpetual charges
56. Agricultural charges

57. Registered office
58. Seal of co-operative society
59. Books of account and records 60. Audit
61. Liability of auditor
62. Yearly and other returns
63. Investigation by Registrar

64. Amalgamation of co-operative societies
65. Transfer of engagements
66. Registration with other authority
67. Division of co-operative societies
68. Registration of credit union
69. Name of credit union
70. Membership generally
71. Membership of certain bodies corporate to credit unions
72. Maximum loan to member
73. No loans in certain cases
74. Rates of interest on loans
75. Maintenance of cash reserve to meet withdrawals
76. Non-application of Banking and Financial Services Act
77. Registration of co-operative unions and federations
78. Use of word” co-operative”
79. Incorporation and functions of unions and federations
80. Winding-up of co-operative societies
81. Cancellation of registration of co-operative society
82. Winding up after cancellation of registration

83. Regulations
84. General penalty
85. Repeal of Co-operative Societies Act, 1970 and savings

No. 20 of 1998 Date of Assent: 7th October 1998.
An Act to revise the law relating to the formation, r egistration and regulation of co-operative societies;
to repeal the Co- operative Societies Act, 1970; and to provide for matters connected with or incidental
to the foregoing.

[12th October, 1998
ENACTED by the Parliament of Zambia.
1. This Act may be cited as the Co-operative Soci eties Act, 1998, and shall come into operation on
such date as the Minister may, by statutory instrument, appoint.

2. In this Act, unless the context otherwise requires-

” agricultural charge “has the meaning assigned to it under the Agricultural Credits Act;
” board ” means the board of directors of a co-operative society elected under section thirty-eight;
” by-laws ” means the by-laws of a co-operative society that have been registered under section
nineteen and includes any amendments made to t he by-laws and registered under section twenty;

” committee ” means a committee established by a co-operative society under section thirty-nine;

,. co-operative ” means any enterprise or organisation owned collectively by its members and
managed for their joint socio-economic benefit and whose activities are not prohibited by law;

” co-operative society” means a co-operative regi stered under this Act as a co-operative society;
“co-operative union” means a co-operative which is registered under this Act as a co-operative union,
operating in the same field of business or at distri ct level, whose membership comprises two or more
co-operative societies operating in the same field of business or in that district;

” credit union ” means a co-operative society wh ich is registered as a savings and credit
co-perative union under this Act for the purposes specified under section sixty-eight;
” delegate ” means-
(a) a representative of a co-operative society, which is a member of a co-operative union or a
federation, who has been elected to attend the meet ings of the co-operative union or federation, and
who IS en- titled to vote at meetings of the co-ope rative union or federation as provided under the by-
laws of the co-operative union or federation;

(b) a representative of members residi ng in a particular district or a representative of a particular group
or class of members, and who has received a mandate from such members or group or class of
members to vote at meetings of their co-oper ative society in accordance with the by-laws;

” federation” means a co-oper ative which is registered as a federation under section seventy-seven,
and whose membership comprises two or more co-ope rative union, operating in the same field of
business or at district level;

” former company” means a company which has converted into a co-operative society in accordance
with section eleven;

” member ” means an individual who, or a body co rporate which, has been admitted to the co-
operative society as a member in accordance with the by-laws;

‘” officer ” means a chairperson, a vice-chairperson, a director of a board, a member of a committee, a
secretary, a treasurer, an employee or other person, empowered under this Act or the by-laws to
direct or supervise the busines s of a co-operative society;

” patronage bonus ” means a percentage of the net surp lus realised by a co-operative society which is
distributed to the members of that co-operative society, in accordance with its by-laws;

” Registrar ” means the person appointed Registrar of Co-operatives under section six;
“‘Registrar of Agricultural Charges” means the person appointed Regi strar of Agricultural Charges
under the Agricultural Credits Act;

” Registrar of Companies ” means the pers on appointed Registrar of Companies under the
Companies. Act;

” repealed Act ” means the Co-operative Societies Act, 1970; and
” special resolution ” means a resolution passed by a three quarter majority of the members or
delegates present at a meeting called for the purpose specified in the resolution; and where at least
twenty-one clear days notice, in writing, was given of the meeting.

3. (I) The Minister shall adopt policies, as the Minister considers ne cessary, to encourage the
development and sustainability of co- operat ives and co-operative societies.

(2) The Minister shall, pursuant to subsection (1)-
(a) cause to be collected, classified and analysed information and statistics on co-operatives and co-
operative societies; and

(b) provide such other services as may be necessar y for the development of co-operatives and co-
operative societies.

4. (I) The Minister may direct any officer of a co-operative society to furnish the Minister with any
information relating to the, operation of the co-oper ative society and such officer shall comply: with
such a directive.

(2) Any officer who fails to comply with any directiv e made by the Minister under subsection (I), or who
knowingly makes to the Minister a statement which is false in any material particular, shall be guilty of
an offence.

5. (1) As soon as practicable, but not later than six months after the expiry of each financial year,
every board shall submit, to the Minister, a report co ncerning the activities of its co-operative society
during such financial year and such other information as the Minister may require.

(2) The Minister shall, after receipt of the repo rts submitted under subsection (1), cause to be
prepared a report on the status and operations of co-operative societies in the country.

(3) The Minister shall, not later than seven days af ter the first sitting of the National Assembly next,
after receipt of the report referred to in subsecti on (2), lay the report before the National Assembly.

6. There shall be a Registrar of Co-operatives who shall be a public officer appointed by the Public
Service Commission and who shall exercise the functions prescribed by or under this Act.

7. (1) The Public Service Commission may appoint a Deputy Registrar of Co-operatives, who shall be
a public officer and such other public officers, as may be necessary, to assist the Registrar in the
performance of the Registrar’s functions under this Act.

(2) Any function conferred by or under this Act on the Registrar may be performed by any person
acting as Registrar if the Registrar is unabl e to perform any function due to any cause.


8. Any co-operative with ten or more members shall, within a period of not more than twelve months
from the date of adoption of its by-laws, and subject to section nine and on payment of the prescribed
fee, be registered as a co-oper ative society under this Act.

9. (1) An application for registration as a co-opera tive society shall be made in the prescribed form to
the Registrar.

(2) An application for registration as a co-operative society shall be submitted with-
(a) four copies of the by-laws of the co -operative society to be registered; and
(b) a statement by the applicants, seek ing registration of the co-operative society, that the capital, to
be furnished initially by such applicants and other persons expected

to become members, is sufficient for the commencement of operations; and
(c) a notice of situation of registered office.
10. Subject to the other provisions of this Act, and wi thin thirty days of receipt of the application, the
Registrar shall register a co-operative as a co-operative society if the Registrar is satisfied that-

(a) the application complies with subsection (2) of section nin e;
(b) the by-laws make adequate provision for-
(i) regular audits to be carried out;
(ii) the education, training and provision of advis ory services to the members of the co-operative
society; and

( c) the by-laws are not ultra-vires this Act or any other written law.
11. (I) A company registered under the Companies Act ma y, by a resolution made in accordance with
the Companies Act, convert itself into a co-operative under this Act.

(2) A company that has converted into a co-operative in accordance with subsection (I), shall apply to
the Registrar for the registration of the co -operative as a co-operative society.

(3) An application for registration made under subsection (2) shall be accompanied by-
(a) the resolution made by the company converting it self into a co-operative as provided under
subsection (I);

(b) four copies of the by-laws of the co-operative to be registered signed by ten members of the
company and the secretary of the company;

(c) a resolution-
(i) authorising the ten member s and the secretary of the company to sign the by-laws;
(ii) authorising the ten members and the secretary of the company to accept any alterations made by
the Registrar without further consultations with the company or :authorising such members to submit
to the company in a general or extraordinary m eeting any alterations made by the Registrar;

(d) a resolution confirming that the capital to be furnis hed, initially by the members of the company, is
sufficient for the commencement of operations as a co-operative society; and

(e) notice of situation of registered office.

(4) Subject to the other provisions of this Act, wher e the Registrar is satisfied that the application,
made under subsection (2), complies with subsection (3) and paragraphs (b) and (c) of section ten,
the Registrar shall register the co-ope rative as a co-operative society.

12. (1) The Registrar shall issue a certificate of registration to a co-operative society upon its

(2) The word , “limited ” shall be th e last word in the name of every co -operative society and, except as
otherwise provided in this Act, the word ,” co-ope rative shall form part of the name of every co-
operative society.

” ”
13. After registering a Co-oper ative, formed under section eleven, as a co-operative society
(a) the Registrar shall return to the co-operative society three copies of the by-laws duly certified by
the Registrar;

(b) the secretary of the company shall submit a copy of the resolution, made under section eleven,
under the seal of the company with the certificate of registration, issued under section twelve, to the
Registrar of companies who shall register the resolution and the certificate; and the company shall
cease to be a company registered under the Companies Act and the provisions of this Act shall apply,
in all respects, to such co-operative society, as from the, date of such registration with the Registrar of
Companies; ”

(c) the registration shall not affect any right or clai m subsisting for or against the former company or
any liability incurred by the former company;

(d) for the purpose of enforcing any righ t, claim or liability under paragraph) (c), the former company
may be sued and proceeded against in the same manne r as if it had not been registered as a co-
operative society under this Act; and

(e) any right,claim or liability ; specified under paragraph (c), :
shall have priority against the property of the co-operative society over all other right ,claims or
liabilities of the co- operative society.

14. A co-.operative society, shall be a body corporate with perpetual succession, a common seal and
limited liability and shall, subject to the other provisio ns of this Act and its by-laws, have power to do
all such acts and things as a body corporate may by law do or perform.

15. (1) 1f the Registrar is not satisfied with an appl ication submitted by a co-operative, the Registrar
shatl refuse to register the co-operative as a co-operative society and shall,give reasons’ for such
refusal, within thirty days of receipt of the application..

(2) Any person who is aggrieved by a decision of the Registrar, not to register a co-operative under
this section, may, within thirty days of receipt of t he decision, appeal to the Minister, subject to further
appeal to the High Court.

16. The equity capital of a co-operative society shall consist of the sum of the shares of the members,
the reserve funds and such additional funds or investments as may be provided for in the by- laws.

17. ~e liability of the members fotdebts and liabilities ofaco- operativ e society shall be limited to the
mount, if any, unpaid on the shares respectively held by them, or on the membership fee, as the case
may be.

18. (1) A co-operative society shall-
(a) cause its registered name to be painted or affixed, in a conspicuous place and in letters which are
easily legible, at its registered office and at every ot her office or place at which the business of the co-
operative society is carried on; and

(b) engrave its registered name, in legible characte rs, on its seal; and shall emboss its registered

(i) on all notices, advertisements and other offici al publications of the co-operative society;
(ii) on all business letters of the co-operative society; and
(iii) on all bills of exchange, promissory notes, en- dorsements, cheques, and orders for money or
goods, purporting to be signed by or on behalf of the co-operative society.

19. (1) The by-laws of a co-operative society shall include provisions relating to the matter specified in
the Schedule.

(2) The Registrar shall register t he by-taws of a co-operative society if such by-laws comply with
paragraphs (b) and (c) of section ten..

20. (1) Subject to the other provisions of this Act and to the by- laws, the by-laws may be amended by
a resolution of two-thirds of the members present at a general meeting of the co-operative society.

(2) An amendment to the by-laws shall take effect after the amendment has been registered with the
Registrar; and for this purpose four copies of the amendment, signed by the chairperson, of the
general meeting at which such amendments were made, and the secretary of the co-operative society,
shall be forwarded to the Registrar.

(3) If the Registrar is satisfied that the amendment is not contrary to any provision of this Act, the
Registrar shall register the amendment and shall forthwith return three copies of the amendment, duly
certified by the Registrar, to the co-operative society.

(4) The provisions of section fifteen shall apply, with the necessary modi fications, to a decision of the
Registrar not to register an y amendment to the by-laws.

21. A co-operative society shall keep a copy of its regulations, by-laws and list of members open to
inspection by any member free of charge or any me mber of the public on payment of a prescribed fee,
at all reasonable times, at the register ed office of the co- operative society.


22. A co-operative society may pay out a patronage bonus to its members; or may use such surplus
for any other purpose specified in its by-laws or as may be decided by the general meeting of the co-
operative society.

23. Subject to the other provisions of this Act, membership of a co-operative society shall be governed
by its by-laws, but in no case s hall a co-operative society fix any li mit to the number of its members.

24. (1) Notwithstanding anything contained in any other law, a minor may form or become a member
of a co-operative society.

(2) Notwithstanding anything contained in the by-l aws or any other law, where any member has not
reached the age of eighteen years, that member may execute or cause to be executed any instrument
under this Act; and any contract entered into by that member with the co-operative society shall be
valid whether as principal or as surety, and shall be enforceable at law.

25. Any person who wishes to be a member of a co- operative society shall not exercise the rights of a
member until that person has paid to the co-operative society the amount required for member- ship of
that co-operative society, or such person has acquir ed such Interest in the co-operative society, as
may be prescribed in or under this Act or the by-laws.

26. (1) Where a co-operative society does not have an y share CI capital, a member who has paid the
membership fee, as set by the m co-operative society, in full, shall be issued with a certificate of

(2) Where a co-operative society is registered with share capital and each member is obliged to take
up shares in the co-operative society as a condition for being. or remaining a member of the co-
operative society, the shares may be paid for in inst alments at the times and in the manner prescribed
by the by-laws; bu~ no share certif icate shall be issued to a member until the shares to which it relates
have been fully paid for.

27. A co-operative society shall ha ve a lien over the shares or 1
other interest of its members’ for debts due from them to the co- :
operative society; and such shares or interest shall be subject to a set-off for any indebtedness by that
member to the co-operative society.

28. (1) A co-operative society shall keep a register of its mem- bers and of the shares held, if any, by
.each member, or any membership fee paid, by its members; and the register shall be prima facie
evidence of-

(a) the names, addresses and occupat ions of the members; , (b) the number of, and amounts paid for
any shares held by such members;

~ (c) the date on which a member was registered as a member;

and tV
(d) the date on which a member ceased to!>e a member. “””‘
(2) A co-operative society shall furnish the Registrar with a list of it s members; and such list shall be
open for inspection, by any person, at the office of the Registrar, on payment of a prescribed fee.

29. (1) Subject to the other provisions of this Act, the by-laws shall provide for the holding of general
and special meetings of the co-operative society, fo r the procedure at such meetings and the keeping
of minutes at such meetings.

(2) A member-or delegate shall have one vote at m eetings of a co-operative society; and there shall
be no voting by proxy.

(3) Subject to subsection (4), the by-laws may pr ovide for plural voting rights for delegates or
membel’s who contribute above average to the devel opment of the co-operative society; which may be
determined in accordance with the patronage bonus su ch mem- ber or delegate receives from the co-
operative society.

11__cc”””,,c, i”-~i ~

(4) Notwithstanding subsection (3)-
(a) no co-operative society, other than a co-operative union or a federation, shall provide for the
detennination of the number of voting rights on the ba sis of the number of shares held by a member;

(b) no member shall have more than three voting rights;
(c) plural voting rights shall not be exercised when a decision of the meeting requires a special
resolution; and

(d) in the event of an equality of votes, the chairper son shall have a casting vote ill addition to the
chairperson’s deliberative vote.

Ltion 30. A member shall not hold more than one’:’fifth of the share Ire capital of a co-operative society
unless the by-laws provide other- .g wise for sh are holding by other co-operative societies.

~ent. 31. (1) Subject to the provisions o~ subsecti on (2), shares may :tion be assign~d, tran~ferred,
redeemed or re-purchased by a mem ber or :- co-operative society. .

ase of I
; (2) An assignment, transfer, redemption or re-purchase of a 1
r~;:; :’ share shall- 0;;,
.,;1 (a) be subje:ct to such conditions as may be the by-laws; and
(b) not be valid unless approved by the board; except t hat the board shall not give the approval if it
would reduce the total number of members below the minimum required by this Act for the registration
of a co-operative society.

:s or 32. (1) The shares or other interests of a member in the capital
:stb~ot of a co-operative society shall not be liable to attachment or sale,
la e under decree or order of any court, in respect of any debt or liability
incurred by a member.
(2) Subject to any condition that may be imposed in the by-laws, nothing contained in subsection (1)
shall prohibit the transfer, assignment or sale of sh ares or other interests of a member to the co-
operative society or to any member of the co-operative society.

!fer of 33. (1) On the death of a member, a co-operative society may-I
:s or
~st on (a) transfer the shares or other interests of the deceased
hthher mem r to a person nOmIna m accor ance wit e
rules made in that behalf; and if there is no person so – nominated, to the legal representative of the

member; or ~~-

I ( b) pay to any nominee or legal repres entative, as the case may be, a sum, representing the value of
such member’s share or other interest s, as may be provided in the by-laws.

(2) A co-operative society shall pay, to the legal representative of that member, all other moneys due
t9-Adeceased member from the co-operative society.

(3) All transfers and payments made by a co-operative society, in accordance with this section, shall
be valid and have effect against any demand made upon the co-operative society by any other

34. 0) Subject to section seventeen, and subsection (2), the Li: labilit y of a former member for the
debts of a co-operative society, pa as they exist on the date on which that member ceased to be a :

member, shall continue for a period of two years reckoned from that mf date. de Of
(2) Notwithstanding subsection (1) if the first audit of the so
accounts of the co-operative society, after that member ceased to be a member, discloses a credit
balance in favour of the co-operative society, the financial liability of that member shall forthwith

(3) Subject to section seventeen, and subsection (2) the estate of a deceased member shall be liable,
for the debts of a co-operative society as they existed on the date of the death of that member, for a
period of two years reckoned from that date.

35. (1) Subject to any prior claim of the Republic on the C property of a debtor or a lien or claim of a
landlord in respect of rent ~~

or any money recoverable as rent or to any agricultural charge or, 0 in the case of immovable
property, to any prior registered charge 54

thereon, any debt or outstanding demand due and pa yable to a co- operative society by any member
or former member shall be a first charge on a ll assets of that member or former member.

(2) Nothing contained in subsection (1) shall affect the claim of any bona fide purchaser, for value,
without notice, of a loan given by the co-operative society.

36. (1) A member may, at any time, withdraw from a co- J operative society, subject to the other
provi~ions of this Act and the t by-laws.

(2) Where a member withdraws from a co-operative society under subsection (1) or under
circumstances such as illness, disability , permanent removal fr om the area or district served by the
co-operative society or death, payment of the shares or other interests of the member shall be made
in such order or priority as the by-laws may prescribe; or where not so prescribed, in such order or
priority as the board may

I approve.

(3) Where the financial stability ofaco-operative soci ety would be impaired if the co-operative society
made payment for the shares. held by a member who has withdrawn from the co-operative society, at
their par or paid-up value. or of any other interests of such a member at the value shown on the books
of the co-operative society. the directors may suspend payment for such period as may be approved
by the annual general meeting, except that. such period shall not exceed one year from the time the
member withdrew from th e co-operative society.

lof 37. (I) Upon any complaint arising against a member, th~ secretary shall, upon the instructions of
the board, provide the member with a written notice of the particulars of the complaint and of the date,
time and place of the meeting of the board at which the complaint shall be considered.

(2) The board may, after having given the member , against whom the complaint has been made, the
opportunity to make representations or submissions, orally or in writing, or both. in rebuttal or in
mitigation, recommend to the general meeting, in a report detailing the complaint and the opinion of
the board, that the member be expelled.

(3) The general meeting may, after considering the repol1 sub- mitted by the boal’d, expel a member
by a resolution passed by at least a two-thirds majority vote of the members of the co-operati ve

(4) The secretary of the co-operative society sha ll, within two weeks from the date on which the
member was expelled, inform the member. in wr iting, of the decision of the general meeting.

(5) Subject to section thirty-four. a member who has been expelled from a co-operative society, under
this section shall-

(a) forfeit all rights to share in the net surplus or other benefits of the co-operative society from the
date of such expul- sion; and

(b) be refunded that member’s share capital or other in terest held in the co-operative society. together
with such dividend as may later be declared and calculated up to the date of expulsion.

(6) A person who has been expelled from a co-operati ve society shall not be eligible for re-admission
as a member of that co- operative society within a period of two years from the date of expulsion.

38. (1) A co-operative society shall have a board of directors, Bo~ consisting of such number of
persons as shall be prescribed in its by- dirc laws, who shall be elected, by the members, at an annual
general meeting:, from amongst the members.

(2) ,The persons whose names appear in an application for the Registration of a co-operative society
shall: upon registration, be deemed to have all the powers and duties of directors; and shall direct the
affairs of the co-operative society until directors have been elected at the first general meeting of the
co-operative society .

39. (1) A co-operative society shall, at an annual general meet- CCJ ing, establish suct. number of
committees as it may consider ~ necessary for the purpose of assisting the board carry out its so
functions under this Act.

(2) A co-operative society shall elect from amongst its members at least three persons, who are not
employees of the co-operative society, to constitute each committee.

(3) A co-operative society may confer upon a committee established under subsection (1) such
specific functions as it may consider necessary in the interest of the co-operative society.

(4) A board may delegate to any committee established under subsection (1) such of its functions as it
may determine.

(5) A committee established under subsection (1) sha ll, subject to the by-laws, determine its own

(6) The provisions of subsections (5) and (6) of section/arty-six shall apply, with the necessary
modifications, to a committee established under subsection (1).

40. Where the by-laws provide for the election of directors by E
members or delegates voting by districts or zones, the board so d
elected shall be deemed to be elected by all the members or d delegates of the co-operative society. Z
41. (1) The board shall represent the co-operative society, I subject to the provisions of the by-laws. t
(2) The board shall- (a) direct and supervise the business of a co-operati ve society,; (b) be the
custodian of the proper ty of the co-operative

society; and
( c) exercise all such powers of the co-operative societ y as are not required by or under this Act or the
by-laws to be exercised by resolution of the co- operative society in a general or special meeting.