This Act may be cited as the Co-operative Companies Act 1996.
(2)
Except as provided in sections 49(3) and 50(4) of this Act, this Act shall come into force on a date to be appointed by the Governor-General by Order in Council.
In this Act, unless the context otherwise requires,—
Company has the same meaning as in section 2 of the Companies Act 1993
Co-operative company means—
(a)
A company, the principal activity of which is, and is stated in its constitution as being, a co-operative activity and in which not less than 60 percent of the voting rights are held by transacting shareholders:
(b)
A company—
(i)
That is a subsidiary of a company referred to in paragraph (a) of this definition; and
(ii)
The principal activity of which is, and is stated in its constitution as being, a co-operative activity:
Existing company means a body corporate registered under Part 2 or Part 8 or Part 10 of the Companies Act 1955, or under the Companies Act 1933, the Companies Act 1908, the Companies Act 1903, the Companies Act 1882, or the Joint Stock Companies Act 1860
Existing co-operative company means an existing company registered under the Co-operative Dairy Companies Act 1949, the Co-operative Companies Act 1956, the Co-operative Freezing Companies Act 1960, or the Co-operative Forestry Companies Act 1978.
(2)
For the purposes of the definition of the term co-operative company in subsection (1) of this section,—
(a)
A company is a subsidiary of another company if—
(i)
That other company holds not less than 60 percent of the shares in the company that carry the right to vote at meetings of the company; or
(ii)
The company is a subsidiary of a company that is that other company's subsidiary:
(b)
A company is another company's holding company if that other company is its subsidiary.
(3)
For the purposes of subsection (2) of this section, the provisions of section 8 of the Companies Act 1993 shall apply in determining whether one company is the subsidiary of another company.
(4)
Any term or expression that is not defined in this Act, but that is defined in the Companies Act 1993, has the meaning given to it by the Companies Act 1993.
In this Act, co-operative activity, in relation to a company, means one or more of the following activities:
(a)
Supplying or providing the shareholders of the company with goods or services, or both:
(b)
Supplying or providing the shareholders of the company's holding company with goods or services, or both:
(c)
Processing or marketing goods or services, or both, supplied or provided by its shareholders:
(d)
Processing or marketing goods or services, or both, supplied or provided by the shareholders of its holding company:
(e)
Entering into any other commercial transaction with the shareholders of the company:
(f)
Entering into any other commercial transaction with the shareholders of its holding company:
(g)
Supplying or providing goods or services, or both, that are ancillary to, or that otherwise facilitate, the carrying on by the company or its holding company of a co-operative activity referred to in any of paragraphs (a) to (f) of this subsection.
(2)
For the purposes of subsection (1) of this section, a company may carry on the co-operative activity in one or more of the following ways:
(a)
Directly:
(b)
Through a subsidiary of the company:
(c)
By arranging for another person to carry on the activity.
4-
Meaning of transacting shareholder
(1)
For the purposes of this Act, a shareholder of a co-operative company is a transacting shareholder of the company if the shareholder, having regard to the nature of the co-operative activity carried on by the company, does one or more of the following:
(a)
Supplies or provides goods or services to the company or, having ceased to provide goods or services to the company, is, in the reasonable opinion of the directors of the company, likely to resume doing so:
(b)
Purchases or acquires goods or services from the company or, having ceased to purchase or acquire goods or services from the company, is, in the reasonable opinion of the directors of the company, likely to resume doing so:
(c)
Enters into other commercial transactions with the company or, having ceased to enter into other commercial transactions with the company, is, in the reasonable opinion of the directors of the company, likely to resume doing so:
(d)
Has incurred an obligation to do an act referred to in any of paragraphs (a), (b), and (c) of this subsection.
(2)
For the purposes of this Act, a holding company of a subsidiary that is a co-operative company within the meaning of paragraph (b) of the definition of that term in section 2(1) of this Act, is a transacting shareholder.
(3)
For the purposes of this section, a shareholder may carry on the activity referred to with the co-operative company in one or more of the following ways:
(a)
Directly:
(b)
Through a subsidiary of the co-operative company:
(c)
With another person that the co-operative company has arranged to carry on the activity.
An application for the registration of a company as a co-operative company under this Act must be sent or delivered to the Registrar and must be—
(a)
In the prescribed form; and
(b)
Signed by a person acting with the express or implied authority of the company; and
(c)
Accompanied by a statutory declaration made by each director stating that, in the opinion of the director, the company is a co-operative company within the meaning of this Act and the grounds for that opinion.
(2)
Every application must be authorised by the constitution of the company or by a special resolution of the shareholders of the company, and, where the application is authorised by a special resolution, the application must be accompanied by a copy of the resolution.
(3)
As soon as the Registrar receives a properly completed application for registration of a company as a co-operative company, the Registrar must, if satisfied that the company is a co-operative company,—
(a)
Register the company as a co-operative company under this Act; and
(b)
Issue a certificate of registration.
(4)
If the Registrar declines to register a company as a co-operative company on the ground that the Registrar is not satisfied that the company is a co-operative company, the Registrar must give notice in writing to the company setting out the Registrar's reasons.
(5)
A certificate issued under this section is conclusive evidence that—
(a)
All the requirements of this Act as to registration have been complied with; and
(b)
On and from the date of registration stated in the certificate, the company is registered under this Act.
7-
Simultaneous registration under Companies Act 1993 and this Act
(1)
An application for registration of a company as a co-operative company under this Act may be sent or delivered to the Registrar together with an application for registration of a company under section 12 of the Companies Act 1993.
(2)
An application under subsection (1) of this section must be—
(a)
In the prescribed form; and
(b)
Signed by a person acting with the express or implied authority of the persons named in the application under section 12 of the Companies Act 1993 as directors of the company; and
(c)
Accompanied by a statutory declaration made by each person named in the application under section 12 of the Companies Act 1993 as a director stating that, in the opinion of that person, the company will, upon registration, be a co-operative company within the meaning of this Act and the grounds for that opinion.
(3)
Every application must be authorised by the proposed constitution of the company or by a resolution of such number of persons who consent to become shareholders of the company and who will hold, in aggregate, not less than 75 percent of the shares to be issued by the company and, where the application is authorised by that resolution, the application must be accompanied by a copy of the resolution.
(4)
As soon as the Registrar receives a properly completed application for registration of a company as a co-operative company under subsection (1) of this section, the Registrar must, upon registration of the company under the Companies Act 1993 and if satisfied that the company, will, upon that registration, be a co-operative company,—
(a)
Register the company as a co-operative company under this Act; and
(b)
Issue a certificate of registration.
(5)
If the Registrar declines to register a company as a co-operative company on the ground that the Registrar is not satisfied that the company will, upon registration under the Companies Act 1993, be a co-operative company, the Registrar must give notice in writing to the applicant setting out the Registrar's reasons.
(6)
A certificate issued under this section is conclusive evidence that—
(a)
All the requirements of this Act as to registration have been complied with; and
(b)
On and from the date of registration stated in the certificate, the company is registered under this Act.
8-
Simultaneous registration under this Act and reregistration under Companies Act 1993 of existing co-operative companies
(1)
Every existing co-operative company may apply for registration as a co-operative company under this Act at the same time as it applies, under the Companies Reregistration Act 1993, for reregistration under the Companies Act 1993.
(2)
An application under subsection (1) of this section must be—
(a)
In the prescribed form; and
(b)
Signed by a person acting with the express or implied authority of the company; and
(c)
Accompanied by a statutory declaration made by each director stating that, in the opinion of the director, the company is a co-operative company within the meaning of this Act and the grounds for that opinion.
(3)
Every application must be accompanied by a copy of a special resolution of the company authorising the making of the application.
(4)
As soon as the Registrar receives a properly completed application for registration of an existing co-operative company as a co-operative company under subsection (1) of this section, the Registrar must, upon reregistration of the company under the Companies Act 1993 and if satisfied that the company will, upon that reregistration, be a co-operative company,—
(a)
Register the company as a co-operative company under this Act; and
(b)
Issue a certificate of registration.
(5)
If the Registrar declines to register an existing co-operative company as a co-operative company on the ground that the Registrar is not satisfied that the company will, upon reregistration under the Companies Act 1993, be a co-operative company, the Registrar must give notice in writing to the applicant setting out the Registrar's reasons.
(6)
A certificate issued under this section is conclusive evidence that—
(a)
All the requirements of this Act as to registration have been complied with; and
(b)
On the date of registration stated in the certificate, the company ceased to be an existing co-operative company; and
(c)
On and from the date of registration stated in the certificate, the company is registered under this Act.
9-
Simultaneous registration under this Act and reregistration under Companies Act 1993 of existing companies
(1)
An application for registration of an existing company as a co-operative company under this Act may be sent or delivered to the Registrar together with an application, under the Companies Reregistration Act 1993 for reregistration of the company as a company under the Companies Act 1993.
(2)
An application under subsection (1) of this section must be—
(a)
In the prescribed form; and
(b)
Signed by a person acting with the express or implied authority of the company; and
(c)
Accompanied by a statutory declaration made by each director stating that, in the opinion of the director, the company is a co-operative company within the meaning of this Act and the grounds for that opinion.
(3)
Every application must be accompanied by a copy of a special resolution of the company authorising the making of the application.
(4)
As soon as the Registrar receives a properly completed application for registration of an existing company as a co-operative company under subsection (1) of this section, the Registrar must, upon reregistration of the company under the Companies Act 1993 and if satisfied that the company will, upon that reregistration, be a co-operative company,—
(a)
Register the company as a co-operative company under this Act; and
(b)
Issue a certificate of registration.
(5)
If the Registrar declines to register an existing company as a co-operative company on the ground that the Registrar is not satisfied that the company will, upon reregistration under the Companies Act 1993, be a co-operative company, the Registrar must give notice in writing to the applicant setting out the Registrar's reasons.
(6)
A certificate issued under this section is conclusive evidence that—
(a)
All the requirements of this Act as to registration have been complied with; and
(b)
On and from the date of registration stated in the certificate, the company is registered under this Act.
The board of a company registered under this Act must, not later than—
(a)
The date on which the annual report of the company is prepared under section 208 of the Companies Act 1993; or
(b)
The date by which the annual report of the company is required to be prepared under that section,—
whichever is the earlier, resolve whether or not, in the opinion of the board, the company has, throughout the accounting period to which the report relates or would relate, as the case may be, been a co-operative company.
(2)
The resolution must set out in full the reasons for the directors' opinion.
(3)
Every director who does not vote in favour of the resolution must sign a certificate stating his or her reasons.
(4)
The board of the company must ensure that there is attached to the annual report for, and the annual return of, the company, a statement setting out—
(a)
The date and terms of the resolution; and
(b)
The name of any director who did not vote in favour of the resolution and the director's reasons.
(5)
If the annual return of the company does not comply with subsection (4) of this section, the Registrar must, as soon as practicable after receiving the return, give notice in writing to the board of the company stating that the return does not comply.
(6)
The board of the company must, within 30 working days after receiving a notice under subsection (5) of this section,—
(a)
If the board did not pass the resolution referred to in subsection (1) of this section, pass the resolution and send a statement that complies with paragraphs (a) and (b) of subsection (4) of this section to the Registrar; or
(b)
If the board passed the resolution but did not comply with paragraphs (a) and (b) of subsection (4) of this section, send a statement that complies with those paragraphs to the Registrar.
(7)
Subsections (2) and (3) of this section apply in relation to a resolution referred to in subsection (6)(a) of this section.
(8)
Every director who, without reasonable excuse, fails to comply with subsection (3) of this section commits an offence and is liable on summary conviction to a fine not exceeding $5,000.
(9)
If the board of a company fails to comply with subsection (6) of this section, every director of the company commits an offence and is liable on summary conviction to a fine not exceeding $10,000.
(10)
It is a defence to a director charged with an offence under subsection (9) of this section if the director proves that—
(a)
The board took all reasonable and proper steps to ensure that the requirements of subsection (6) of this section would be complied with; or
(b)
He or she took all reasonable and proper steps to ensure that the board complied with the requirements of that subsection; or
(c)
In the circumstances he or she could not reasonably have been expected to take steps to ensure that the board complied with the requirements of that subsection.
