Co-Operatives National Regulation (Queensland)

These Regulations may be cited as the Co-operatives National Regulations.

In these Regulations:

the Law means the Co-operatives National Law as applying in this jurisdiction.

Except so far as the contrary intention appears in these Regulations, words and expressions used in these Regulations have the same meanings as they have, from time to time, in the Law or relevant provisions of the Law.

For the purposes of the definition of debenture in section 4 of the Law, the following classes of documents are prescribed as exempt from the definition:

a class of documents each of which is a document that:

contains all or some of the conditions on which deposits are accepted by, or withdrawn from, a co-operative; and

acknowledges the receipt of a deposit with a co-operative; and

enables further deposits to be made adding to the balance of an existing deposit; and

enables all or part of the balance of a deposit to be withdrawn, whether at call or on the giving of a fixed period of notice; and

acknowledges the amount of the withdrawal and the balance remaining;

a class of documents each of which is a document acknowledging a debt incurred by a co-operative:

in the ordinary course of carrying on so much of a business as is not, or is not part of, a business of borrowing money and providing finance; and

in relation to money that is or may be deposited with or lent to the co-operative by a person in the ordinary course of a business carried on by the co-operative;

a class of documents each of which is a document issued by a company that is evidence of a debt owed by the company to a co-operative that is a holding company (within the meaning of the

Corporations Act

) of the company;

a class of documents each of which is a document issued by a co-operative that is evidence of a debt owed by the co-operative to a corporation that is a subsidiary of the co-operative.

For the purposes of the definition of small co-operative in section 4 of the Law, a co-operative is a small co-operative for a financial year if:

it satisfies at least 2 of the following subparagraphs:

the consolidated revenue of the co-operative and the entities it controls (if any) is less than $8 million for the financial year;

the value of the consolidated gross assets and the entities it controls (if any) is less than $4 million at the end of the financial year;

the co-operative and the entities it controls (if any) had fewer than 30 employees at the end of the financial year;

and subregulation (2) does not apply to the co-operative for the financial year; or

it is a co-operative declared under subregulation (5) to be a small co-operative for the financial year (regardless of whether or not subregulation (2) would apply to the co-operative).

This subregulation applies to a co-operative for a financial year for the purposes of this regulation, if:

it issues shares to more than 20 prospective members during that year and the amount raised in that year by the issue of those shares exceeds $2 million; or

it has securities on issue to non-members during that year, other than:

shares in the co-operative; and

securities issued in respect of the co-operative’s obligations under section 163 of the Law.

Note—

The effect of subregulation (2) is to exclude the co-operative from being a small co-operative (in which case it would be a large co-operative), unless the Registrar declares it to be a small co-operative under this regulation.

In counting employees for the purposes of this regulation, part-time employees are to be taken into account as an appropriate fraction of a full-time equivalent.

Consolidated revenue and the value of consolidated gross assets are to be calculated for the purposes of this regulation in accordance with accounting standards in force at the relevant time (even if the standard does not otherwise apply to the financial year of some or all of the entities concerned).

On application by a co-operative, the Registrar may, for the purposes of a financial year, declare the co-operative to be a small co-operative, but the Registrar may make the declaration only if satisfied that unusual and non-recurring circumstances have occurred that warrant doing so.

An application by a co-operative to the Registrar for a declaration under subregulation (5) must be made within 5 months after the end of the financial year.

For the purposes of clause 13 of Schedule 2 to the Law, each office specified in Schedule 1 to these Regulations is prescribed.

Note—

Clause 13 of Schedule 2 to the Law provides: “A relevant interest of a person in a share or right to vote is to be disregarded if the person has it because of holding an office prescribed by the National Regulations.”

In Schedule 1 to these Regulations:

judicial officer of a court means a Judge or Master of the court or another officer of the court who may exercise judicial functions.

In this regulation, WA co-operatives legislation means the

Co-operatives Act 2009 of Western Australia and the

Co-operatives Regulations 2010 of Western Australia.

For the purposes of section 7

of the Co-operatives National Law, the WA co-operatives legislation is declared to be a law that substantially corresponds to the provisions of the Co-operatives National Law.

For the purposes of section 56

of the Law:

the amount of $1,000 is prescribed as the maximum fine that can be fixed by the rules of a co-operative, unless the co-operative is one whose primary activity is comprised of one or more charitable purposes; and

the amount of $500 is prescribed as the maximum fine that can be fixed by the rules of a co-operative whose primary activity is comprised of one or more charitable purposes.

For the purposes of section 64 of the Law, the rules set out in:

Schedule 5 are prescribed as model rules for a distributing co-operative; and

Schedule 6 are prescribed as model rules for a non-distributing co-operative without share capital; and

Schedule 7 are prescribed as model rules for a non-distributing co-operative with share capital.

This regulation applies where the notice of the meeting or postal ballot at which a resolution is to be proposed as a special resolution to approve a bonus share issue under section 83 of the Law is to be accompanied by a certificate of the value of assets following a revaluation of assets.

For the purposes of section 85

of the Law, the prescribed qualifications for the person giving the certificate of value are as follows:

the person must be independent of the co-operative; and

the person must also have the necessary qualifications referred to in subregulation (3) or (4) as relevant.

To the extent the assets consist of real property, the person has the necessary qualifications if:

in any case—the person is licensed or otherwise authorised by the law of any jurisdiction to carry on the business of valuing assets consisting of or including assets of the kind that were revalued; or

without limiting paragraph (a)—where the law of the jurisdiction in which the real property is situated does not provide a system for licensing or otherwise authorising persons to value assets, the person carries on the business of valuing assets of that kind in that jurisdiction.

To the extent the assets consist of assets other than real property, the person has the necessary qualifications if the person carries on the business in any jurisdiction of valuing assets consisting of or including assets of the kind that were revalued.

For the purposes of section 92

of the Law, the fee payable under that subsection by a board that receives information from a person acting on a direction given to the person by the board is $50.

For the purposes of section 149 (2)

of the Law, a relevant factor and consideration is that the co-operative actually carries on its primary activities or is likely to do so within 2 years of its formation.

For the purposes of section 149

of the Law, an activity makes a significant contribution to the business of a co-operative:

if, in the course of a financial year, it contributes at least:

10% of the co-operative’s turnover; or

10% of the co-operative’s income; or

10% of the co-operative’s expenses; or

10% of the co-operative’s surplus; or

if, in the Registrar’s opinion, failure by the co-operative to conduct the activity would reduce the business conducted by the co-operative by more than 10%.

For the purposes of section 166 of the Law, the register stating particulars of persons whose membership has been cancelled under Part 2.6 of the Law must contain the particulars referred to in clause 7 of Schedule 2.

The particulars relating to a person need to be kept in the register for the period during which the rights referred to in that clause subsist in respect of the person.