144 Share capital required except for non-profit co-operatives
(1) (Repealed)(2) A co-operative may convert from being a co-operative with a share capital to being a co-operative without a share capital, and vice versa, by appropriate alteration of its rules.(3) Conversion to a co-operative without a share capital is subject to the restrictions imposed by section 145.
145 Restrictions on conversion to co-operative without share capital
(1) Conversion to a co-operative without a share capital cannot be effected unless the Council approves in writing of the conversion but the Council’s approval is not required if all the members of the co-operative have an equal shareholding.(2) An alteration of the rules for the conversion cannot be passed until at least 2 weeks after a notice has been published in a newspaper circulating generally in the district in which the registered office of the co-operative is situated advising of the proposal to submit the proposed alteration to members of the co-operative.(3) The Registrar may refuse to register the alteration for conversion if satisfied that:(a) the holders in aggregate of not less than 10% of the number of issued shares of the co-operative object to the conversion, or(b) the holders in aggregate of not less than 10% of the nominal value of all debentures, deposits and CCUs issued by the co-operative object to the conversion, or(c) creditors of the co-operative to whom not less than 20% of the aggregate debt of the co-operative is owed object to the conversion.(4) The Registrar is not to register an alteration of the rules of a co-operative for its conversion to a co-operative without a share capital unless satisfied that the co-operative is not and will not be carried on for the pecuniary profit of its members.
146 Nature of share in co-operative
(1) A share or other interest in a co-operative:(a) is personal property,(b) is transferable or transmissible as provided by this Act and the rules of the co-operative,(c) is, subject to the rules of the co-operative, capable of devolution by will or by operation of law.(2) Subject to subsection (1):(a) the laws applicable to ownership of and dealing with personal property apply to a share or other interest of a member in a co-operative as they apply to other property, and(b) equitable interests in respect of a share or other interest of a member in a co-operative may be created, dealt with and enforced as in the case of other personal property.
146A Disclosure to intending members in trading co-operative
(1) The board of a trading co-operative must give a person who intends to acquire shares in the co-operative and is not already a member of the co-operative a current disclosure statement that:(a) has been approved by the Registrar under section 17 (Approval of disclosure statement), or(b) complies with section 146B and has been filed by the co-operative with the Registrar.(2) The disclosure statement must be given before the person becomes bound to acquire the shares.(3) The disclosure statement is in addition to any information required to be provided to the person under Part 4 (Membership).(4) A disclosure statement is current until whichever of the following happens first after the statement is prepared:(a) there is a change in the rights or liabilities attaching to any class of share in the co-operative,(b) there is a significant change in the financial position or prospects of the co-operative,(c) any of the next financial, directors’ or auditors’ reports required to be prepared under section 243 (1) become available.(5) If a disclosure statement stops being a current disclosure statement because of a change mentioned in subsection (4) (a) or (b), the co-operative must, within 14 days after the change:(a) give the Registrar written notice:(i) that the disclosure statement is no longer current because of a change mentioned in subsection (4) (a), or(ii) that the disclosure statement is no longer current because of a change mentioned in subsection (4) (b), and(b) file a current disclosure statement with the Registrar that complies with section 146B.
146B Content of disclosure statement to intending members
A disclosure statement given to a person because of section 146A (1) (b) must contain:(a) a statement of the rights and liabilities attaching to shares in the co-operative concerned, and(b) a copy of the last annual report of the co-operative required under section 252, unless a copy of the report:(i) has already been given to the person under this Act, or(ii) has been made available for inspection under a notice given to the person under section 76A, and(c) any other relevant information about the financial position and prospects of the co-operative if there has been a significant change since the date of the last annual report, and(d) any other information that the Registrar directs.
146C Exemptions from disclosure requirements
(1) The Registrar may, by notice in the Gazette, exempt the board or boards of a trading co-operative or a class of trading co-operatives from a requirement under section 146A or 146B.(2) An exemption under this section may be given only if the Registrar is satisfied that compliance with the requirement would be inappropriate in the circumstances or would impose an unreasonable burden.(3) An exemption under this section may be given unconditionally or subject to conditions. A board that contravenes a condition of an exemption is taken not to be exempt from a requirement under section 146A or 146B.
146D Adoption of certain Corporations Act provisions about shares
(1) The shares of a co-operative are declared to be applied Corporations legislation matters for the purposes of Part 3 of the Corporations (Ancillary Provisions) Act 2001 in relation to sections 716 (2), 722, 723, 724, 725, 728, 729, 730, 733, 734 and 737 of the Corporations Act, subject to the following modifications:(a) a reference in those sections to a company is to be read as a reference to a co-operative, and(b) a reference in those sections to ASIC is to be read as a reference to the Registrar, and(c) a reference in those sections to a disclosure document is to be read so as to include a reference to a disclosure statement, of any type, under this Act, and(d) such other modifications (within the meaning of Part 3 of the Corporations (Ancillary Provisions) Act 2001) as may be prescribed by the regulations.(2) However, subsection (1) applies only if:(a) the shares are offered to persons who are not members of the co-operative, or(b) the invitation is made to persons who are not members of the co-operative.
(cf Vic Act s 150)
(1) The share capital of a co-operative varies in amount according to the nominal value of shares from time to time subscribed.(2) Shares are to be of a fixed amount which is to be specified in the rules of the co-operative.(3) A co-operative may have more than one class of shares provided the share holding and the rights of shareholders comply with the co-operative principles.(4) Subject to this Part and Part 4, shares must not be issued to a non-member.
148 Minimum number of shares to be subscribed for
(1) A member of a co-operative with a share capital must subscribe for such minimum number of shares as may be required by the rules.(2) The minimum number may be determined by reference to the use made by the member of the co-operative or in any other manner specified in the rules.(3) An alteration of the rules as to the minimum number of shares to be subscribed for does not operate to require an existing member of the co-operative to subscribe for additional shares (but an existing member is not prevented from agreeing to subscribe for additional shares).(4) This section does not affect section 155 (Members may be required to take up additional shares).
(cf Vic Act s 151)
(1) No share is to be allotted unless at least 10% of the nominal value of the share has been paid.(2) Any balance unpaid in respect of shares at the time of allotment is to be paid by periodic subscriptions or in such manner as may be specified in the rules or permitted by this Act.(3) This section does not apply to a bonus share issued under section 151 (4) (a), 156 or 282.
150 Shares not to be issued at a discount
A co-operative must not issue shares at a discount.
151 Issue of shares at a premium
(cf Vic Act s 153)
(1) A trading co-operative may issue shares at a premium.(2) A premium may be in the form of cash or other valuable consideration.(3) If a trading co-operative issues shares for which it receives a premium, a sum equal to the aggregate amount or value of the premiums on those shares must be transferred to a share premium account.(4) The share premium account is to be regarded as paid up share capital of the trading co-operative and may be applied in any one or more of the following ways:(a) in paying up unissued shares to be issued to members of the co-operative as fully paid bonus shares,(b) in paying up in whole or in part the balance unpaid on shares previously issued to members of the co-operative,(c) in the payment of dividends, if those dividends are satisfied by the issue of shares to members of the co-operative,(d) in writing off the preliminary expenses of the co-operative,(e) in providing for the premium payable on redemption of shares, debentures or CCUs.
A share may be held by 2 or more persons jointly, unless the rules of the co-operative provide otherwise.
(1), (2) (Repealed)(3) The rules of a co-operative may authorise the payment, in respect of shares held in excess of a specified number, of a rate of dividend that is higher than the rate of dividend payable in respect of shares not in excess of that number.(4) The rules of a co-operative may authorise the payment of different rates of dividend on shares based on the business done by shareholders with the co-operative.(5) Any dividend, bonus or rebate to a member must be applied to paying off any subscription or calls on shares which may at the time the dividend, bonus or rebate becomes payable be due by the member and unpaid.
154 Issue of shares to active members in exchange for property
A co-operative may, if authorised by its rules to do so, issue fully paid up shares to an active member of the co-operative the consideration for which is real or personal property of at least the value of the equivalent cash consideration.
155 Members may be required to take up additional shares
(cf Vic Act s 155)
(1) If authorised by the rules of the co-operative, the board of a trading co-operative may require a member to take up or subscribe for additional shares in accordance with a proposal approved by a special resolution of the co-operative.(2) The board of a trading co-operative may deduct amounts in payment for additional shares from money due to members in respect of dealings with the co-operative, in accordance with a proposal approved by a special resolution of the co-operative.(3) Any proposal to require a member to take up or subscribe for additional shares must:(a) be accompanied by a disclosure statement, approved by the Registrar, that explains the purpose for which the funds raised by the issue of the additional shares are to be used, and(b) clearly show the total number of additional shares to be issued and the basis on which the shares are to be apportioned amongst members, and(c) be accompanied by a statement informing the member that the member may inform the board by notice on or before the date specified in the statement (being a date before the passing of the special resolution) that the member resigns on the passing of the special resolution.(4) Any proposal to deduct amounts in payment for additional shares from money due to members in respect of their dealings with the trading co-operative must clearly show:(a) the basis on which the deductions are to be made, and(b) the time and manner of making those deductions.(5) A proposal approved under this section is binding on:(a) all members of the trading co-operative at the date of the passing of the special resolution other than a member who has given a notice of resignation in accordance with subsection (3) (c), and(b) all persons who become members of the trading co-operative after that date and before the total number of shares to be issued pursuant to the proposal has been issued.(6) Sections 17 (except subsections (2), (4) and (11)) and 28A apply to the approval of a disclosure statement under this section with any necessary modifications and in particular as if any reference in section 17 to a formation meeting were a reference to the special resolution.(7) The requirements in respect of a proposal to take up additional shares under subsection (3) do not apply to the issue of bonus shares under section 151 (4) (a), 156 or 282 (1) (b).
(cf Vic Act ss 156 and 158)
(1) The rules of a trading co-operative may authorise the issue of bonus shares to members of the co-operative if the assets of the co-operative (other than those acquired for resale at a profit):(a) have been sold at a profit, or(b) have been revalued at a greater value than that disclosed prior to the revaluation in the books of the co-operative.(2) Bonus shares may be issued in accordance with the rules, subject to the following restrictions:(a) each issue must have been approved by a special resolution of the co-operative,(b) they are to be issued as fully paid up shares with no payment required to be made by a member of the co-operative to whom they are issued,(c) they are to be issued only in respect of shares that are fully paid up as at the date of issue of the bonus shares,(d) the total nominal value of bonus shares issued by a co-operative under this section during any 12 month period must not exceed 20% or such other percentage as may be prescribed of the nominal value of the issued share capital of the co-operative immediately before the date of issue of the bonus shares.(3) Notice of the meeting or postal ballot at which a resolution is to be proposed as a special resolution for the purpose of approving a bonus share issue must be accompanied by:(a) a statement of the value of the assets concerned as disclosed in the books of the co-operative before the sale or revaluation, and(b) if the issue arises from, or partly from, a sale of assets, a statement of the price for which the assets were sold, and(c) if the issue arises from, or partly from, a revaluation of assets, a certificate of value of the assets, being a certificate furnished in respect of a valuation made not more than 12 months before the date of the notice by a prescribed person or a person having prescribed qualifications, and(d) particulars of acquisitions of shares in the co-operative made during the 3 years immediately preceding the date of the notice by or on behalf of each of its directors and his or her spouse and the father, mother, children, brothers and sisters of each such director and spouse, and(e) a certificate signed by 2 directors of the co-operative stating that to the best of their knowledge and belief the issue of bonus shares would not be imprudent and that no circumstances are known to them as to why the issue should not take place.(f) (Repealed)
Division 3 Beneficial and non-beneficial interests in shares
157 Notice of non-beneficial ownership at time of transfer
(1) If it may reasonably be expected (having regard to all relevant circumstances) that on registration of a transfer of shares the transferee will hold some or all of the shares non-beneficially, the instrument of transfer must include a non-beneficial ownership notice.(2) A non-beneficial ownership notice is a notice that:(a) contains a statement to the effect that, on registration of the transfer, the transferee will hold particular shares non-beneficially, and(b) sets out particulars of those shares, and(c) is signed by or on behalf of the transferee.(3) The transferee is guilty of an offence if this section is not complied with when an instrument of transfer of shares is lodged by or on behalf of the transferee with the co-operative for registration of the transfer.Maximum penalty: 10 penalty units or imprisonment for 3 months, or both.
(4) An offence under this section does not affect the validity of the registration of a transfer of shares.
158 Notice of non-beneficial ownership not notified at time of transfer
(cf Vic Act s 160)
(1) If on the registration of an instrument of transfer of shares the transferee holds non-beneficially any of the shares transferred, notice of that fact must be given to the co-operative except in respect of any shares for which particulars were set out in a non-beneficial ownership notice under section 157 included in the instrument of transfer.(2) The notice must:(a) set out the name and address of the transferee, and(b) contain a statement to the effect that, as from registration of the transfer, the transferee holds the shares non-beneficially, and(c) set out particulars of those shares, and(d) be signed by or on behalf of the transferee.(3) The notice must be given within 14 days after the registration of the transfer (even if before the end of that 14 days the transferee begins to hold any of the relevant shares beneficially).(4) The transferee is guilty of an offence if this section is not complied with.Maximum penalty: 10 penalty units or imprisonment for 3 months, or both.
(5) This section does not apply in respect of any shares for which particulars were set out in a non-beneficial ownership notice under section 157 included in the instrument of transfer.
159 Registration as beneficial owner of shares notified as non-beneficially transferred
(1) If an instrument of transfer of shares lodged with a co-operative includes a non-beneficial ownership notice (section 157) in respect of particular shares (the relevant shares) but on registration of the transfer the transferee holds some or all of the relevant shares beneficially, notice of that fact must be given to the co-operative.(2) The notice must:(a) set out the name and address of the transferee, and(b) contain a statement to the effect that, as from registration of the transfer, the transferee holds the relevant shares beneficially, and(c) set out particulars of the relevant shares, and(d) be signed by or on behalf of the transferee.(3) The notice must be given within 14 days after the registration of the transfer (even if before the end of that 14 days the transferee begins to hold any of the relevant shares non-beneficially).(4) The transferee is guilty of an offence if this section is not complied with.Maximum penalty: 10 penalty units or imprisonment for 3 months, or both.
160 Notification of change in nature of shareholding
(cf Vic Act s 162)
(1) A person must notify the co-operative in accordance with this section of the change in the person’s shareholding in the co-operative if the person:(a) commences to hold any shares beneficially that the person currently holds non-beneficially, or(b) commences to hold any shares non-beneficially that the person currently holds beneficially.Maximum penalty: 10 penalty units or imprisonment for 3 months, or both.
(2) The notice must:(a) set out the name and address of the person, and(b) contain a statement to the effect that, as from the time of the change, the person holds the shares beneficially or non-beneficially (as appropriate), and(c) specify the time of the change and set out particulars of the shares affected, and(d) be signed by or on behalf of the person.(3) The notice must be given within 14 days after the change (even if before the end of that 14 days another such change affecting any of the shares occurs).
For the purposes of this Division, a person is, unless the contrary is established, to be presumed to have been aware at a particular time of a circumstance of which an employee or agent of the person was aware at that time, but only if the employee or agent has duties or acts in relation to the transfer to, or ownership by, the person of a share or shares in the co-operative concerned.
162 Presumption that shares held non-beneficially
(1) A person is to be taken to hold particular shares non-beneficially whenever the person:(a) holds the shares in a capacity other than that of sole beneficial owner, or(b) without limiting paragraph (a), holds the shares as trustee for, as nominee for, or otherwise on behalf of or on account of, another person.(2) A person is to be considered to hold shares beneficially at a particular time unless the person holds the shares non-beneficially at that time.
163 Noting of beneficial and non-beneficial interests in register of members
(1) The register of members kept by a co-operative must contain a statement of the shares that each member holds beneficially and of the shares that each member holds non-beneficially.(2) In determining for the purposes of an entry in the register whether a member of a co-operative holds shares beneficially or non-beneficially, regard is to be had only to the following information:(a) information contained in a non-beneficial ownership notice under section 157 included in an instrument of transfer registered by the co-operative,(b) information contained in a notice given to the co-operative under any other provision of this Division.
164 Registration as trustee etc on death of owner of shares
(1) A trustee, executor or administrator of the estate of a dead person who was the registered holder of a share in a co-operative may be registered as the holder of that share as trustee, executor or administrator of that estate.(2) A trustee, executor or administrator of the estate of a dead person who was entitled in equity to a share in a co-operative may, with the consent of the co-operative and of the registered holder of that share, be registered as the holder of that share as trustee, executor or administrator of that estate.
165 Registration as administrator of estate on incapacity of shareholder
(1) This section applies to a person (the appointed person) who is appointed under a law of a State or Territory relating to the administration of the estates of persons who, through mental or physical infirmity, are incapable of managing their affairs, to administer the estate of another person (the incapable person).(2) If the incapable person is the registered holder of a share in a co-operative, the appointed person may be registered as the holder of that share as administrator of the estate of the incapable person.(3) If the incapable person is entitled in equity to a share in a co-operative, the appointed person may, with the consent of the co-operative and of the registered holder of that share, be registered as the holder of the share as administrator of the estate of the incapable person.
166 Registration as Official Trustee in Bankruptcy
(1) This section applies when a share in a co-operative that is the property of a bankrupt vests by force of the Bankruptcy Act 1966 of the Commonwealth in the Official Trustee in Bankruptcy.(2) If the bankrupt is the registered holder of the share, the Official Trustee may be registered as the holder of that share as the Official Trustee in Bankruptcy.(3) If the bankrupt is entitled in equity to the share, the Official Trustee may, with the consent of the co-operative and of the registered holder of the share, be registered as the holder of that share as the Official Trustee in Bankruptcy.
167 Liabilities of person registered as trustee or administrator
(1) A person registered under section 164, 165 or 166 is, while so registered, subject to the same liabilities in respect of the share as those to which he, she or it would have been subject if the share had remained, or had been, registered in the name of the dead person, the incapable person or the bankrupt.(2) The person registered is subject to no other liabilities in respect of the share.
168 Notification of trusts in register of members
Shares held by a trustee in respect of a particular trust may, with the consent of the co-operative, be marked in the register of members in such a way as to identify the shares as being held in respect of the trust.
169 No notice of trust except as provided by this Division
Except as provided in this Division:(a) no notice of a trust, whether express, implied or constructive, is to be entered on a register or be receivable by the Registrar, and(b) no liabilities are affected by anything done under a provision of this Division, and(c) nothing done under a provision of this Division affects a co-operative with notice of a trust.
170 Sale or transfer of shares
(cf Vic Act s 172)
(1) A share in a co-operative cannot be sold or transferred except:(a) in accordance with Division 3 of Part 4 and section 170A on the death of a member,(b) to a person appointed to administer the estate of a shareholder under a law relating to the administration of the estates of persons who, through mental or physical infirmity, are incapable of managing their affairs, or(c) with the consent of the board, to any person if there are reasonable grounds for believing that the person will be an active member of the co-operative.(2) A share in a co-operative cannot be sold or transferred except in accordance with the rules of the co-operative.
170A Transfer on death of member
(cf Vic Act s 173)
(1) On the death of a member, the member’s share in the co-operative cannot be transferred to a person other than an administrator or executor except with the consent of the board of the co-operative.(2) The board may only give its consent under subsection (1) if there are reasonable grounds for believing that the person will be an active member of the co-operative.
170B Restriction on total shareholding
(cf Vic Act s 174)
The board of a co-operative must not consent under section 170 or 170A to the sale or transfer of a share if as a result of the sale or transfer the nominal value of the shares held by the purchaser or transferee would exceed:(a) 20% of the nominal value of the share capital of the co-operative, or(b) if a lower percentage is specified in the rules of the co-operative, that lower percentage of the nominal value of the share capital of the co-operative.
171 Transfer not effective until registered
A transferor of a share remains the holder of the share until the transfer is registered and the name of the transferee is entered in the register of members in respect of the share.
Division 5 Repurchase etc of shares
172 Purchase and repayment of shares
(cf Vic Act s 176)
(1) The rules of a co-operative may authorise the co-operative to:(a) purchase any share of a member in the co-operative at the request of the member, and(b) repay to a member, with the member’s consent, the whole or any part of the amount paid up on any share held by the member when the sum repaid is not required for the activities of the co-operative.(2) The amount paid by a co-operative under this section in purchasing shares or repaying any amount paid up on shares, or both, in any financial year of the co-operative must not exceed the sum of:(a) 5% of the nominal value of the issued share capital of the co-operative immediately before the commencement of that financial year, and(b) the amount of any additional share capital of the co-operative subscribed for during that year.(3) The Council may by order in writing exempt a co-operative from the operation of subsection (2) in respect of a particular financial year, either unconditionally or subject to conditions.(4) The amount paid for a share when it is repurchased may be an amount determined by the board that is less than the nominal value of the share but only:(a) if the books of the co-operative disclose that the amount paid is the net shareholder’s equity per share in the undertaking of the co-operative, or(b) in accordance with the rules of the co-operative.(5) This section does not apply if the member has been expelled from the co-operative or the member’s membership has been otherwise cancelled under Part 6.(6) A co-operative must not repurchase shares or repay amounts paid up on shares if:(a) the co-operative is likely to become insolvent because of the repurchase of the shares or because of the repayment of amounts paid up on the shares, or(b) the co-operative is insolvent.
173 Deposits, debentures or CCUs in lieu of payment when share repurchased
(cf Vic Act s 177)
(1) If a co-operative repurchases a share of a member, the co-operative may instead of paying the purchase price to the member:(a) in the case of a deposit-taking co-operative, apply the amount as an interest bearing deposit by the member with the co-operative, or(b) allot or issue debentures or CCUs of the co-operative to the member in satisfaction of the amount.(2) Subsection (1) applies only:(a) if the board is of the opinion that payment of the repurchase price would adversely affect the financial position of the co-operative, or(b) if the board and the member so agree.(3) The deposit, debenture or CCU bears interest during any period:(a) in the case of a co-operative with share capital:(i) at the rate (or, if there is more than one rate, at the higher or highest rate) of dividend payable in respect of that period on the share capital of the co-operative, or(ii) if the rate of dividend payable in respect of that period has not been determined, at the rate (or the higher or highest rate) payable in respect of the immediately preceding period for which a rate has been determined, or(iii) if a rate of dividend has never been determined in respect of the share capital of the co-operative, at the rate that the board of the co-operative considers reasonable, or(b) in the case of a co-operative without share capital, at the rate that the board of the co-operative considers reasonable, or(c) if the rules provide for a rate to be payable that is higher than the rate applicable under paragraph (a) or (b), at that higher rate.(4) The deposit, debenture or CCU must be repaid to the member as soon as repayment would not, in the opinion of the board, adversely affect the financial position of the co-operative.(5) The deposit, debenture or CCU must in any case be repaid within 10 years (or within any shorter period that the rules of the co-operative may require) after the repurchase of the shares concerned.
A co-operative is to cancel any share purchased by or forfeited to the co-operative in accordance with this Act or the rules of the co-operative.