Co-operatives Act 2009 (WA)

Western Australia Co-operatives Act 2009 Western Australia Co-operatives Act 2009 Contents Part 1 — Preliminary Division 1 — Introductory 1. Short title 2 2. Commencement 2 3. Objects of this Act 2 4. Terms used 3 5A. Corresponding co‑operatives laws 9 5B. Involvement in contraventions 9 Division 2 — Qualified privilege 5. Qualified privilege 10 Division 3 — The co‑operative principles 6. Co‑operative principles 10 7. Interpretation to promote co‑operative principles 12 Division 4 — Application of Corporations Act to co‑operatives 8. Terms used 12 9. Excluded matter 12 10. Applying the Corporations legislation to co‑operatives 14 11. Modifications to applied provisions 15 Part 2 — Formation Division 1 — Introductory 12. Types of co‑operatives 18 13. Distributing co‑operatives 18 14. Non‑distributing co‑operatives 18 15A. Provisions regarding Registrar's approvals about numbers 19 Division 2 — Formation meeting 15. Formation meeting 20 Division 3 — Approval of disclosure statement and rules 16. Approval of disclosure statement 21 17. Approval of rules 24 Division 4 — Registration of proposed co‑operative 18. Application for registration of proposed co‑operative 25 19. Registration of co‑operative 27 20. Incorporation and certificate of registration 27 Division 5 — Registration of an existing corporation 21. Existing corporation can be registered 28 22. Formation meeting 28 23. Application for registration 29 24. Requirements for registration 30 25. Transitional provision 31 26. Certificate of registration 31 27. Effect of registration 32 Division 6 — Conversion of co‑operative 28. Conversion of co‑operative 32 Division 7 — Reviews 29. Appeal against refusal to approve disclosure statement 33 30. Appeal against refusal to approve draft rules 33 31. Appeal against refusal to register 33 32. Supreme Court's powers on appeal 33 Division 8 — General 33. Acceptance of money by proposed co‑operative 34 34. Issue of duplicate certificate 34 Part 3 — Legal capacity and powers Division 1 — General powers 35. Effect of incorporation 35 36. Power to form companies and enter into joint ventures 35 Division 2 — Doctrine of ultra vires abolished 37. Interpretation 35 38. Doctrine of ultra vires abolished 36 39. Legal capacity 36 40. Restrictions on co‑operatives in rules 37 Division 3 — Persons having dealings with co‑operatives 41. Assumptions entitled to be made 38 42. Assumptions 38 43. Person who knows or ought to know is not entitled to make assumptions 39 44. Lodgment of documents not to constitute constructive knowledge 40 45. Effect of fraud 40 Division 4 — Authentication and execution of documents and confirmation of contracts 46. Common seal 41 47. Official seal 41 48. Authentication need not be under seal 41 49. Co‑operative may authorise person to execute deed 41 50. Execution under seal 42 51. Contractual formalities 42 52. Other requirements as to consent or sanction not affected 42 Division 5 — Pre‑registration contracts 53. Contracts before registration 43 54. Person may be released from liability but is not entitled to indemnity 44 55. This Division replaces other rights and liabilities 44 Part 4 — Membership Division 1 — General 56. Becoming a member 45 57. Members of co‑operative group 45 58. Qualification for membership and transitional provision 46 59. Membership may be joint 46 60. Members under 18 years of age 47 61. Representatives of corporations 47 62. Notification of shareholders and shareholdings 47 63. Circumstances in which membership ceases: all co‑operatives 48 64. Additional circumstances in which membership ceases: co‑operatives with share capital 49 65. Carrying on business with too few members 49 Division 2 — Rights and liabilities of members 66. Rights of membership not exercisable until registered etc. 50 67. Liability of members to co‑operative 50 68. Co‑operative to make information available to person intending to become a member 51 69A. False copies of documents 52 69. Entry fees and regular subscriptions 53 70. Members etc. may be required to deal with co‑operative 53 71. Fines payable by members 54 72. Charge and set off of co‑operative 55 73. Repayment of shares on resignation or expulsion 55 Division 3 — Death of member 74. Terms used 57 75. Transfer of share or interest on death of member 57 76. Transfer of small shareholdings and interests on death 58 77. Value of shares and interests 58 78. Co‑operative protected 59 Division 4 — Disputes involving members 79. Grievance procedure 59 80. Application to Supreme Court 59 Division 5 — Oppressive conduct of affairs 81. Interpretation 60 82. Application of Division 60 83. Who may apply for court order 60 84. Orders that Supreme Court may make 61 85. Basis on which Supreme Court makes orders 62 86. Winding‑up need not be ordered if oppressed members prejudiced 63 87. Application of winding‑up provisions 63 88. Changes to rules 63 89. Copy of order to be lodged with Registrar 63 Division 6A — Inspection of books 90A. Order for inspection of books of co‑operative 64 90B. Ancillary orders 65 90C. Disclosure of information acquired in inspection 65 90D. Co‑operative may allow member to inspect books 66 Division 6 — Proceedings on behalf of a co‑operative by members and others 90. Bringing, or intervening in, proceedings on behalf of a co‑operative 66 91. Applying for and granting leave 67 92. Substitution of another person for the person granted leave 67 93. Effect of ratification by members 68 94. Leave to discontinue, compromise or settle proceedings brought, or intervened in, with leave 69 95. General powers of Supreme Court 69 96. Power of Supreme Court to make costs order 70 Part 5 — Rules 97. Effect of rules 71 98. Content of rules 71 99. Purchase and inspection of copy of rules 72 100. False copies of rules 72 101. Model rules 72 102. Rules can only be altered in accordance with this Act 73 103. Approval of certain alterations of rules 73 104. Alteration by special resolution 75 105. Alteration by resolution of board 75 106. Alteration does not take effect until registered 75 107. Appeal against refusal to approve alteration 76 108. Appeal against refusal to register 76 109. Supreme Court's powers on appeal 76 Part 6 — Active membership Division 1 — Definitions 110. Term used: active membership resolution 77 111. What is active membership 77 112. What are active membership provisions and resolutions 77 Division 2 — Rules to contain active membership provisions 113. Number of primary activities required 78 114. Rules to contain active membership provisions 78 115. Factors and considerations for determining primary activities etc. 78 116. Active membership provisions: distributing co‑operatives 79 117. Regular subscription: active membership of non‑distributing co‑operative 79 Division 3 — Active membership resolutions 118. Notice of meeting 80 119. Eligibility of directors to vote on proposal at board meeting 80 Division 4 — Cancellation of membership of inactive or missing members 120. Cancellation of membership of inactive or missing member 80 121. Share to be forfeited if membership cancelled 81 122. Failure to cancel membership — offence by director 81 123. Deferral of forfeiture by board 82 124. Cancellation of membership prohibited in certain circumstances 82 125. Notice of intention to cancel membership 83 126. Order of Supreme Court against cancellation 83 127. Repayment of amounts due because of cancelled membership 84 128. Interest on deposits, debentures and CCUs 86 129. Repayment of deposits and redemption of debentures and CCUs 87 130. Register of cancelled memberships 88 Division 5 — Entitlements of former members of distributing co‑operatives 131. Application of Division 88 132. Former shareholders to be taken to be shareholders for certain purposes 88 133. Entitlements of former shareholders on mergers etc. 89 134. Set off of amounts repaid etc. on forfeited shares 91 135. Regulations may exempt co‑operatives from provisions 92 Part 7 — Shares Division 1 — Nature of share 136. Nature of share in co‑operative 93 Division 2 — Disclosure requirements for distributing co‑operatives 137A. Registration of current disclosure statement 93 137B. Restrictions on advertising and publicity: shares 94 137. Disclosure to intending shareholders in distributing co‑operative 95 139. Exemptions for disclosure statements 96 Division 3A — Compensation for defective disclosure 140A. Contravention leading to right to recover loss or damage 97 140B. Right to recover for loss or damage resulting from contravention 97 140C. Due diligence defence 98 140D. General defences 99 Division 3 — Issues of shares 140. Shares — general 100 142. Minimum paid up amount 100 143. Shares not to be issued at a discount 101 144. Issue of shares at a premium 101 145. Joint ownership of shares 101 146. Members may be required to take up additional shares 102 147. Bonus share issues 103 148. Restrictions on bonus shares 103 149. Notice about bonus shares 104 Division 4A — Provisions applying to particular share subscriptions 150A. Term used: disclosure statement 105 150B. Application of this Division 105 150C. Application money to be held on trust 105 150D. Minimum subscription condition must be fulfilled before issue or transfer 106 150E. Repayment of money if disclosure statement condition not met 106 Division 4 — Disclosure and registration of interests in shares 150. Direction to disclose 107 151. Disclosure by member of relevant interests and instructions 108 152. Registration as trustee etc. on death of owner of shares 109 153. Registration as administrator of estate on incapacity of shareholder 109 154. Registration as Official Trustee in Bankruptcy 110 155. Liabilities of person registered as trustee or administrator 110 156. Notice of trusts in register of members 111 157. No notice of trust except as provided by this Division 111 Division 5 — Sale or transfer of shares 158. Sale or transfer of shares 111 159. Transfer on death of member 112 160. Restriction on total shareholding 112 161. Transfer not effective until registered 112 162. Non‑members become members on registration 112 Division 6 — Repurchase of shares 163. Purchase and repayment of shares 112 164. Deposit, debentures or CCUs instead of payment when share repurchased 114 165. Cancellation of shares 115 Part 8 — Voting and meetings Division 1 — Voting entitlements 166. Application of Part to voting 116 167. Voting 116 168. Voting by proxy 116 169. Control of the right to vote 117 170. Effect of disposal of shares on voting rights 117 171. Effect of relevant share and voting interests on voting rights 117 172. Rights of representatives 118 173. Other rights and duties of members not affected by ineligibility to vote 118 174. Vote of disentitled member to be disregarded 118 Division 2 — Resolutions 175. Decisions to be by ordinary resolution 119 176. Ordinary resolutions 119 177. Special resolutions 119 178. How majority obtained is ascertained 120 179. Declaration of passing of special resolution 120 180. Effect of special resolution 120 181. Lodgment of special resolution 121 182. Decision of Registrar on application to register special resolution 121 Division 3 — Resolution by circulated document 183. Application of Division 3 122 184. Resolution by circulation of document — fewer than 50 members 122 Division 4 — Postal ballots 185. Postal ballots 123 186. Special postal ballots 124 187. When a special postal ballot required 125 188. Holding of postal ballot on requisition 125 189. Expenses involved in postal ballots on requisition 126 Division 5 — Meetings 190. Annual general meetings 127 191. Special general meetings 128 192. Notice of meetings 128 193. Quorum at meetings 128 194. Decision at meetings 128 195. Calling of general meeting on requisition 129 196. Minutes 130 197A. Auditor entitled to notice and other communications 131 197B. Auditor's right to be heard at general meetings 131 197C. Questions and comments by members on co‑operative management at annual general meeting 132 197D. Questions by members of auditors at annual general meeting 132 Part 9 — Management and administration of co‑operatives Division 1 — The Board 197. Board of directors 134 198. Election of directors 134 199. Qualification of directors 136 201. Meeting of the board of directors 136 202. Transaction of business outside meetings 137 203. Alternate directors 138 204. Delegation by board 138 205. Removal from and vacation of office 138 206A. Removal from office by resolution 139 Division 2A — Disqualification from managing co‑operatives 206B. Offence for disqualified person to manage co‑operative 141 206C. Automatic disqualification for offences 142 206D. Extension of period of automatic disqualification 143 206E. Court's power of disqualification: contravention of civil penalty provision 143 206F. Court's power of disqualification: insolvency and non‑payment of debts 144 206G. Court's power of disqualification: repeated contraventions of law 145 206H. Registrar's power of disqualification 146 206I. Registrar's power to give permission 147 206J. Court's power to grant leave 147 Division 2 — Secretary 206. Secretary 148 207A. Responsibility of secretary 148 Division 3 — Duties and liabilities of directors, officers and employees 207. Care and diligence: civil obligations 149 208. Good faith: civil obligations 150 209. Use of position: civil obligations 150 210. Use of information: civil obligations 151 211. Good faith, use of position and use of information: criminal offences 151 212. Other duties and liabilities not affected 152 213. Application of Corporations Act concerning indemnities and insurance for officers and auditors 153 214. Application of Corporations Act provisions concerning officers of co‑operatives 153 Division 4 — Restrictions on directors and officers 215. Directors' remuneration 154 216. Certain financial accommodation to officers prohibited 154 217. Financial accommodation to directors and associates 155 218. Restriction on directors of certain co‑operatives selling land to co‑operative 157 219. Management contracts 158 Division 5 — Declaration of interests 220. Declaration of interest 158 221. Declarations to be recorded in minutes 160 222. Division does not affect other laws or rules 160 223. Certain interests need not be declared 161 Division 7 — Registers, books and returns 230. Registers to be kept by co‑operatives 161 231. Location of registers 162 232. Inspection of registers etc. 163 233. Use of information on registers 165 234. Notice of appointment etc. of directors and officers 166 236. List of members to be provided at request of Registrar 166 237. Special return to be given at request of Registrar 167 Division 8 — Name and registered office 238. Name to include certain matter 167 239. Use of abbreviations 168 240. Name to appear on business documents etc. 169 241. Change of name of co‑operative 170 242. Restriction on use of word "co‑operative" or similar words 171 243. Registered office of co‑operative 171 Part 10A — Financial reports and audit Division 1 — Preliminary 244A. Terms used 173 244B. General modifications to applied provisions of the Corporations Act Chapter 2M 174 Division 2 — Financial records 244C. Obligation to keep financial records 174 244D. Language requirements 175 244E. Physical format 175 244F. Place where records are kept 176 244G. Director access 177 Division 3 — Annual financial reports and directors' reports generally 244H. Who has to prepare annual financial reports and directors' reports 177 244I. Small co‑operative: direction by members 178 244J. Small co‑operative: direction by Registrar 179 Division 4 — Annual financial reports 244K. Contents of annual financial report 180 244L. Compliance with accounting standards and regulations 182 244M. True and fair view 182 244N. Audit of financial report 182 244O. Application of Corporations Act to co‑operatives with quoted securities: declaration about financial statements by certain officers 183 Division 5 — Annual directors' reports 244P. Annual directors' report 184 244Q. Annual directors' report: general information 185 244R. Annual directors' report: specific information 186 244S. Application of Corporations Act to co‑operatives with quoted securities: additional information to be provided in annual directors' report 190 Division 6 — Half‑year financial report and directors' report 244T. Application of Corporations Act to co‑operatives that are disclosing entities: half‑year financial reports and directors' reports 191 Division 7 — Audit and auditor's report 244U. Application of Corporations Act: audit and auditor's report 191 Division 8 — Annual financial reporting to members 244V. Annual financial reporting to members 192 244W. Deadline for reporting to members 195 244X. Member's choices for annual financial information 195 244Y. Consideration of reports at annual general meeting 196 244ZA. Application of Corporations Act: additional reporting by debenture issuers 197 Division 9 — Lodging reports and returns with Registrar 244ZB. Lodgment of annual returns with Registrar 197 244ZC. Lodgment of financial reports etc. with Registrar 198 244ZD. Lodgment of half‑year reports with Registrar 198 244ZE. Registrar's power to require lodgment 199 244ZF. Relodgment if financial report or directors' reports amended after lodgment 199 Division 10 — Special provisions about consolidated financial statements 244ZG. Application of Corporations Act: special provisions about consolidated financial statements 200 Division 11 — Financial years and half years 244ZH. Financial year 200 244ZI. Half‑year 201 Division 12 — Auditors Subdivision 1 — General provisions relating to auditors 244ZJ. Application of Corporations Act: auditors 202 Subdivision 2 — Appointment of auditors 244ZK. Appointment of auditor of small co‑operative 202 244ZL. Initial appointment of auditor of large co‑operative 203 244ZM. Annual appointment at annual general meeting of auditor of large co‑operative to fill vacancy 204 244ZN. Appointment by directors or annual general meeting of auditor of large co‑operative to fill casual vacancy 207 244ZO. Appointment to replace auditor removed from office 207 244ZP. Registrar to be notified of appointment of auditor 208 244ZQ. Registrar may appoint auditor of large co‑operative if auditor removed but not replaced 209 244ZR. Registrar's general power to appoint auditor of large co‑operative 210 244ZS. Restrictions on Registrar's powers to appoint auditor of large co‑operative 210 244ZT. Remaining auditors may act during vacancy 211 244ZU. Nomination of auditor 211 244ZV. Auditor's consent to appointment 212 Subdivision 3 — Removal and resignation of auditors 244ZW. Removal and resignation of auditors 213 244ZX. Effect of winding‑up on office of auditor 216 Subdivision 4 — Auditors' fees and expenses 244ZY. Fees and expenses of auditors 216 Subdivision 5 — Protection of auditors 244ZZA. Protection of auditors 216 Division 13 — Accounting and auditing standards 244ZZB. Accounting and auditing standards 217 244ZZC. Interpretation of accounting and auditing standards 218 Division 14 — Exemptions and modifications 244ZZD. Exemptions: individual co‑operatives 218 244ZZE. Exemptions: classes of co‑operatives 219 244ZZF. Exemptions: criteria for exemptions for individual co‑operatives or classes of co‑operatives 220 244ZZG. Exemptions: non‑auditor members and former members of audit firms, and former employees of audit companies 221 244ZZH. Exemptions: classes of non‑auditor members 222 244ZZI. Exemptions: criteria for exemptions for non‑auditor members etc. 223 244ZZJ. Exemptions from regulations 223 244ZZK. Registrar's power to modify the operation of section 324DA of Corporations Act 224 244ZZL. Auditor to notify co‑operative of declaration 226 244ZZM. Amendment, suspension or revocation of exemption 226 Division 15 — Miscellaneous 244ZZN. Disclosure by directors 227 244ZZO. Contravention by directors of a provision of this Part 227 Part 10 — Funds and property Division 1 — Power to raise money 244. Meaning of obtaining financial accommodation 228 245. Fund raising to be in accordance with Act and regulations 228 246. Limits on deposit taking 228 247. Members etc. not required to see to application of money 228 248. Registrar's directions about fundraising 229 249. Subordinated debt 229 250. Application of Corporations Act to issues of debentures 230 252. Disclosure statement 231 253A. Restrictions on advertising and publicity 233 253B. Application money to be held on trust 233 253. Approval of board for transfer of debentures 234 254. Application of Corporations Act: reissue of redeemed debentures 234 255. Compulsory loan by member to co‑operative 234 256. Interest payable on compulsory loan 236 Division 2 — Co‑operative capital units 257. General nature of co‑operative capital units 237 258. Priority of CCU's on winding‑up 238 259. Financial accommodation provisions apply to issue of CCUs 238 260. CCUs to be issued to non‑members 238 261. Minimum requirements for rules concerning CCUs 238 262. CCUs not to be issued unless terms of issue approved by Registrar 239 263. Directors' duties concerning CCUs 240 264. Redemption of CCUs 240 265. Capital redemption reserve 241 266. Issue of shares in substitution for redemption 241 Division 3 — Charges 267. Registration of charges 242 Division 4 — Receivers and other controllers of property of co‑operatives 268. Receivers and other controllers of property of co‑operatives 242 Division 5 — Disposal of surplus from activities 269. Retention of surplus for benefit of co‑operative 242 270. Application for charitable purposes or members' purposes 242 271. Distribution of surplus or reserves to members 243 272. Application of surplus to other persons 244 Division 6 — Acquisition and disposal of assets 273. Acquisition and disposal of assets 245 Part 11 — Restrictions on the acquisition of interests in co‑operatives Division 1 — Restrictions on share and voting interests 274. Application of Part 247 275. Notice required to be given of voting interest 247 276. Notice required to be given of substantial share interest 247 277. Requirements for notices 248 278. Maximum permissible level of share interest 248 279. Transitional provision 249 280. Shares to be forfeited to remedy contravention 249 281. Powers of board in response to suspected contravention 250 282. Powers of Supreme Court in relation to contravention 251 283. Co‑operative to notify Registrar of interest over 20% 251 284. Co‑operative to keep register 252 285. Unlisted companies to provide list of shareholders etc. 252 286. Excess share interest not to affect loan liability 253 287. Extent of operation of Division 253 288. Registrar may grant exemption from Division 253 Division 2 — Restrictions on certain share offers 289. Share offers to which Division applies 254 290. Requirements to be satisfied before offer can be made 255 291. Some offers totally prohibited if they discriminate 255 292. Offers to be submitted to board first 255 293. Announcements of proposed takeovers concerning proposed company 256 294. Additional disclosure requirements for offers involving conversion to company 258 295. Consequences of prohibited offer 258 296. Registrar may grant exemptions 258 Part 12 — Merger, transfer of engagements, winding‑up Division 1 — Mergers and transfers of engagements 297. Application of Division 260 298. Mergers and transfers of engagements of local co‑operatives 260 299. Requirements before application can be made 260 300. Disclosure statement required 260 301. Making an application 262 302. Approval of merger 262 303. Approval of transfer of engagements 263 304. Transfer of engagements by direction of Registrar 263 Division 2 — Transfer of incorporation 305. Application for transfer 264 306. Requirements before application can be made 265 307. Meaning of new body and transfer 266 308. New body ceases to be registered as co‑operative 266 309. Transfer not to impose greater liability etc. 266 310. Effect of new certificate of registration 267 311. New body must give copy of new certificate of registration or incorporation to Registrar 268 312. New body is a continuation of the co‑operative 268 Division 3 — Winding‑up and deregistration 313. Methods of winding‑up 268 314. Winding‑up on Registrar's certificate 268 315. Method of deregistration 269 316. Application of Corporations Act to winding‑up and deregistration 269 317. Restrictions on voluntary winding‑up 270 318. Start of members' voluntary winding‑up 271 319. Distribution of surplus: non‑distributing co‑operatives 271 320. Liquidator — vacancy may be filled by Registrar 272 321. Review of liquidator's remuneration 272 322. Liability of member to contribute in a winding‑up where shares forfeited etc. 272 Division 4 — Administration Subdivision 1 — Introductory 323A. Operation of this Division 273 Subdivision 2 — Administration under Corporations Act 323. Application of Corporations Act to administration of co‑operative 274 324A. Appointment of administrator by Registrar in case of insolvency 275 Subdivision 3 — Administration: alternative procedure 324B. Operation of this Division 275 324. Appointment of administrator 276 325. Effect of appointment of administrator 276 326. Revocation of appointment 277 327. Expenses of administration 278 328. Liabilities arising from administration 278 329. Additional powers of Registrar 279 330. Stay of proceedings 280 331. Administrator to report to Registrar 280 Division 6 — Effect of merger etc. on property, liabilities etc. 332. How this Division applies to a merger 280 333. How this Division applies to a transfer of engagements 281 334. How this Division applies to a transfer of incorporation 281 335. Effect of merger etc. on property, liabilities etc. 281 Division 7 — Miscellaneous 336. Grounds for winding‑up, transfer of engagements, appointment of administrator 283 337. Application of Corporations Act for insolvent co‑operatives 284 Part 13 — Arrangements and reconstructions Division 1 — General requirements 338. Requirements for binding compromise or arrangement 287 339. Supreme Court ordered meeting of creditors 288 340. Registrar to be given notice and opportunity to make submissions 288 341. Results of 2 or more meetings 289 342. Persons disqualified from administering compromise etc. 289 343. Application of Schedule 4 to person appointed 290 344. Application of Corporations Act to person appointed 290 345. Copy of order to be attached to rules 290 346. Directors to arrange for reports 291 347. Power of Supreme Court to restrain further proceedings 291 348. Supreme Court need not approve compromise or arrangement takeovers 292 Division 2 — Explanatory statements 349. Explanatory statement required to accompany notice of meeting etc. 292 350. Requirements for explanatory statement 294 351. Contravention of Division: offence by co‑operative 294 Division 3 — Facilitating reconstructions and mergers 352. Provisions for facilitating reconstructions and mergers 295 Division 4 — Acquisition of shares of dissenting shareholders 353. Terms used 297 354. Schemes and contracts to which Division applies 297 355. Acquisition of shares pursuant to notice to dissenting shareholder 298 356. Restrictions when excluded shares exceed 10% 299 357. Remaining shareholders may require acquisition 299 358. Transfer of shares pursuant to compulsory acquisition 300 359. Disposal of consideration for shares compulsorily acquired 301 Division 5 — Miscellaneous 360. Notification of appointment of scheme manager 302 361. Power of Supreme Court to require reports 302 362. Effect of out‑of‑jurisdiction compromise or arrangement 303 363. Jurisdiction to be exercised in harmony with Corporations Act jurisdiction 303 364. Registrar may appear etc. 303 Part 14 — Participating co‑operatives Division 1 — Introductory 366. What constitutes carrying on business 304 368. Excluded matter 304 Division 2 — Participating co‑operatives carrying on business in this State 369. Operation of participating co-operatives in this State 306 370. Authorisation to carry on business 306 371. Registration under Companies (Co‑operative) Act 1943 307 372. Existing foreign co‑operatives 307 375. Name of participating co-operative 307 376. When participating co-operative not authorised to carry on business 308 377. Withdrawal of authority to carry on business 308 378. Appeal against Registrar's decision under s. 377(5) 309 379. Application of Act and regulations to participating co‑operatives 310 Division 3 — General 380A. False copies of rules of participating co‑operative 310 380B. False copies of documents of participating co‑operatives 311 380C. Restrictions on advertising and publicity: shares in participating co‑operatives 312 380D. Restrictions on advertising and publicity: debentures or CCUs in participating co‑operatives 313 380E. Registrar's directions about participating co‑operative obtaining financial accommodation 314 380. Name and place of origin to appear on business and other documents of participating co‑operative 315 381. Supply of information to participating Registrars 316 384. Functions conferred on Registrar under corresponding co‑operatives law 316 385A. Registrar may exempt participating co‑operatives 316 Division 4 — Winding‑up of participating co-operatives in this State 385. Winding‑up to relate to State activities 317 386. Supreme Court may order winding‑up 317 387. Application of Corporations Act to winding-up of participating co-operatives 318 388. Outstanding property of participating co-operatives 319 Division 5 — Mergers and transfers of engagements affecting participating co‑operatives 389. Terms used 319 390. Authority for merger or transfer of engagements 320 391. Requirements before application can be made 320 392. Disclosure statement required 321 393. Making an application 322 394. Approval of merger 323 395. Approval of transfer of engagements 324 396. Effect of merger or transfer of engagements 325 397. Division applies instead of certain other provisions of this Act 326 Part 15 — Supervision and protection of co‑operatives Division 1A — Examining a person about a co‑operative 398A. Application of Corporations Act: court‑directed examinations 328 Division 1 — Supervision and inspection 398. Terms used 328 399. Co-operative includes subsidiaries, participating co-operatives and co-operative ventures 329 400. Appointment of inspectors 329 401. Registrar and investigators have functions of inspectors 329 402. Inspector's identity card 329 403. Production or display of inspector's identity card 330 404. Powers of inspector 330 405. Inspector's appointment conditions 331 406. Entry of place 331 407. Consent to entry 331 408. Inspectors may require certain persons to appear, answer questions and produce documents 333 409. Powers of inspectors on place entered 334 410. Functions of inspectors in relation to relevant documents 334 411. Protection from incrimination 335 412. Warrants 335 413. Warrants: applications made other than in person 336 414. Entry with warrant 338 415. General powers after entering places 338 416. Power to seize evidence 339 417. Receipt for seized things 340 418. Return of seized things 340 419. Power to require name and address 341 420. False or misleading statements 342 421. Power to require production of documents 342 422. False or misleading documents 342 423. Obstruction of inspectors 343 424. Copies or extracts of records to be admitted in evidence 344 425. Privilege 344 Division 2 — Inquiries 426. Terms used 345 427. Appointment of investigators 346 428. Powers of investigators 347 429. Examination of involved person 348 430. Privilege 348 431. Offences by involved person 349 432. Offences relating to documents 350 433. Record of examination 350 434. Report of investigator 351 435. Proceedings following inquiry 352 436. Admission of investigator's report as evidence 353 437. Costs of inquiry 353 Division 3 — Prevention of fraud etc. 438. Falsification of books 354 439. Fraud or misappropriation 355 440. Offering or paying commission 356 441. Accepting commission 356 442. False statements in loan application etc. 356 Division 4 — Miscellaneous powers of the Registrar 443. Application for special meeting or inquiry 357 444. Holding of special meeting 357 445. Expenses of special meeting or inquiry 358 446. Power to hold special inquiry into co‑operative 358 447. Special meeting following inquiry 358 448. Information and evidence 359 449. Extension or abridgment of time 359 450. Power of Registrar to intervene in proceedings 359 Part 16 — Administration of this Act Division 1 — The Registrar 451. Registrar of Co‑operatives 361 452. Deputy Registrar and other staff 361 453. Delegation by Registrar 362 454. Registers to be kept by Registrar 362 455. Keeping of registers 363 456. Disposal of records by Registrar 363 457. Inspection of registers 364 458. Approvals by Registrar 365 459. Lodgment of documents 365 460. Way of lodging 365 461. Power of Registrar to refuse to register or reject documents 366 Division 2 — Protection from liability 462. Particular persons protected from liability 366 Division 3 — Evidence 463. Certificate of registration 367 464. Certificate evidence 367 465. Records kept by co‑operatives 368 466. Minutes 368 467. Official certificates 369 468. The Registrar and proceedings 369 469. Rules 369 470. Registers 369 Part 17 — Legal proceedings and other matters Division 1 — Offences, enforcement and remedies 475. Notice to be given of conviction for offence 370 476. Secrecy 370 477. False or misleading statements 373 478. Further offence for continuing failure to do required act 374 479. Civil remedies 374 480A. Order against person concerned with co‑operative 375 480. Injunctions 376 481A. Undertakings 378 481B. Offence of contravention of undertaking 379 481C. Enforcement order on application with consent of person giving undertaking 379 481D. Enforcement orders after contravention of undertaking 379 481E. Copy of undertaking 381 481F. Registration of undertakings 381 481G. Double jeopardy 382 481H. Time limit for starting proceedings for offence 382 481I. Authorisation to start proceedings for offence 383 481. Proceedings for recovery of fine or penalty imposed by rules 383 Division 2 — Civil consequences of contravening civil penalty provisions 482A. Terms used 383 482B. Declarations of contravention 383 482C. Declaration of contravention is conclusive evidence 385 482D. Pecuniary penalty orders 385 482E. Compensation orders 385 482F. Who may apply for a declaration or order 386 482G. Time limit for application for a declaration or order 387 482H. Civil evidence and procedural rules for declarations and civil penalty orders 387 482I. Civil proceedings after criminal proceedings 387 482J. Criminal proceedings during civil proceedings 387 482K. Criminal proceedings after civil proceedings 388 482L. Evidence given in proceedings for penalty not admissible in criminal proceedings 388 482M. Relief from liability for contravention of civil penalty provision 389 Division 3 — Miscellaneous 482N. Power to grant relief 391 482O. Irregularities 392 482P. Civil proceedings not to be stayed 395 482Q. Standard of proof 395 Part 18 — General 482. Co‑operative ceasing to exist 397 483. Service of documents on co‑operative 397 484. Service on member of co‑operative 398 485. Reciprocal arrangements 399 486. Translations of documents 400 487. Disclosure statements 400 488. Approval of forms 400 489A. Approvals to be in writing 401 489. Regulation making power 401 490. Companies (Co‑operative) Act 1943 repealed 401 491. Co‑operative and Provident Societies Act 1903 repealed 401 Part 19 — Transitional and savings provisions Division 1 — Preliminary 492. Terms used 402 493. Interpretation Act 1984 not affected 402 494. Transitional regulations 402 Division 2 — Prohibition on registration under former Act 495. Prohibition on registration under Companies (Co‑operative) Act 1943 or Co‑operative and Provident Societies Act 1903 403 Division 3 — Transfer to incorporation under this Act 496. Co‑operative companies and registered societies to register under this Act 404 497. Decision of Registrar to register co‑operative company or registered society 405 Division 4 — General transitional provisions 498. Special resolutions, applications to the Court and court orders 406 499. Inspections or inquiry 406 500. Acquisition of shares of shareholders dissenting from scheme or contract approved by majority 407 501. Transitional provisions about active members 408 Division 5 — Pending incorporation, reconstruction or winding‑up 502. Pending incorporation 408 503. Pending reconstruction 408 504. Pending wind‑up 409 Schedule 1 — Matters for which rules must make provision 1. Requirements for all co‑operatives 410 2. Additional matters: co‑operatives with share capital 411 3. Additional matters: non‑distributing co‑operatives 412 Schedule 2 — Relevant interests, associates, related bodies Division 1 — Relevant interests 1. Terminology used in this Schedule 414 2. Basic rules: relevant interests 414 3. Control of corporation having power in relation to a share 414 4. Control of 20% of voting power in corporation having power in relation to a share 415 5. Deemed relevant interest in advance of performance of agreement that will give rise to a relevant interest 415 6. Control of corporation having a relevant interest by virtue of clause 5 416 7. Matters not affecting application of Division 416 8. Corporation may have a relevant interest in its own shares 417 9. Exclusions: money lenders 417 10. Exclusions: certain trustees 417 11. Exclusions: instructions to securities dealer to dispose of share 418 12. Exclusions: honorary proxies 418 13. Exclusions: holders of prescribed offices 418 14. Prescribed exclusions 418 15. Effect of Schedule 418 16. Relevant interest: corporation other than co‑operative 419 Division 2 — Associates 17. Effect of Part 419 18. Associates of a corporation 419 19. Matters relating to voting rights 419 20. General 420 21. Exclusions 421 Division 3 — Related corporations 22. Related corporations 421 Schedule 3 — Registration etc. of charges Division 1 — Preliminary 1. Terms used 422 2. Application to charges referred to in clause 17 423 3. Lodgment of documents 423 Division 2A — Schedule ceases to have effect except as otherwise provided 4A. Terms used 423 4B. Effect of Schedule at and after registration commencement time 424 4C. Refusal to exercise registration functions 424 4D. Priority between registrable charges 425 Division 2 — Registration Subdivision 1 — Charges 4. Charges to which the Schedule applies 425 5. Excluded charges 426 6. Personal chattels 426 7. Book debts 427 8. Crops or stock 427 9. Deposit of documents of title 427 10. Charges on land or fixtures on land 428 11. Where other property is also charged 428 12. Effect of failure to lodge or give notice or document 428 Subdivision 2 — Notice of charge 13. Lodgment of notice of charge and copy of instrument, and transitional provision 428 14. Series of debentures 430 15. Operation of priority provisions in respect of issue of debentures 430 16. Discounts 430 17. Acquisition of property subject to charge 431 Subdivision 3 — Registration 18. Register of Co‑operative Charges 432 19. Registration of documents relating to charge 432 20. Provisional registration if stamp duty not paid 433 21. Provisional registration if required particulars not supplied 434 22. Effect of provisional registration 435 23. If 2 or more charges relate to the same property 436 24. Registration of assignment or variation of charge 436 25. Standard time for the purposes of this Subdivision 436 Subdivision 4 — Certain charges void against liquidator or administrator 26. Terms used 437 27. Certain charges void against liquidator or administrator 437 28. Certain varied charges void against liquidator or administrator 438 29. Supreme Court may extend required period 439 30. Certain later charges void 440 31. Effect of provisions on purchaser in good faith 440 Subdivision 5 — Certain charges in favour of persons void 32. Terms used 441 33. Charges in favour of certain persons void in certain cases 441 34. Supreme Court may give leave for enforcement of charge 442 35. Certain transactions excluded 442 Subdivision 6 — Assignment, variation or satisfaction of charges 36. Assignment and variation of charges 443 37. Satisfaction of, and release of property from, charges 444 Subdivision 7 — General 38. Lodgment of notices 445 39. Lodgment offences 445 40. Co‑operative to keep documents relating to charges 445 41. Co‑operative to keep register, and transitional provision 446 42. Certificates 447 43. Power of Supreme Court to rectify register of charges 448 44. Registrar may exempt from compliance with certain requirements of Division 448 Division 3 — Order of priority Subdivision 1 — General 45. Terms used 449 46. Priorities of charges 450 Subdivision 2 — Priority rules 47. General priority rules in relation to registered charges 451 48. General priority rule in relation to unregistered charges 452 49. Special priority rules 452 Schedule 4 — Receivers, and other controllers, of property of co‑operatives 1. Terms used 455 2. Application of Schedule 456 3. Persons not to act as receivers 456 4. Supreme Court may declare whether controller is validly acting 457 5. Liability of controller 458 6. Liability of controller under pre‑existing agreement about property used by co‑operative 459 7. Powers of receiver 460 8. Controller's duty of care in exercising power of sale 462 9. Supreme Court may authorise managing controller to dispose of property despite prior charge 462 10. Receiver's power to carry on co‑operative's business during winding‑up 464 11. Controller's duties in relation to financial institution accounts and financial records 465 12. Managing controller to report within 2 months about co‑operative's affairs 465 13. Reports by receiver 466 14. Supervision of controller 467 15. Controller may apply to Supreme Court 469 16. Power of Supreme Court to fix receiver's remuneration 469 17. Controller has qualified privilege in certain cases 470 18. Notification of matters relating to controller 470 19. Statement that receiver appointed or other controller acting 471 20. Officers to report to controller about co‑operative's affairs 472 21. Controller may require reports 474 22. Controller may inspect books 475 23. Lodging controller's accounts 475 24. Payment of certain debts, out of property subject to floating charge, in priority to claims under charge 477 25. Enforcement of controller's duty to make returns 479 26. Supreme Court may remove controller for misconduct 480 27. Supreme Court may remove redundant controller 480 28. Effect of clauses 26 and 27 481 Schedule 6 — Modifications to Corporations Act Division 1 — Modifications to Corporations Act provisions applying under section 316 1A. Modifications to winding‑up and deregistration provisions: co‑operatives 482 Division 2 — Modifications to Corporations Act provisions applying under section 387 1. Modifications to winding‑up provisions: participating co‑operatives 484 Notes Compilation table 487 Defined terms Western Australia Co-operatives Act 2009 An Act to provide a legislative framework for the formation, registration and management of co‑operatives and for related purposes.