Co-operatives Act 2009

In this section —

This section applies if an application is made to the Supreme Court under this Part for the approval of a compromise or arrangement and it is shown to the Court that —

the compromise or arrangement has been proposed for the purposes of a scheme for the reconstruction of a co‑operative or the merger of a co‑operative with another co‑operative or with another corporation; and

under the scheme all or part of the undertaking or of the property of a co‑operative concerned in the scheme (the transferor) is to be transferred to another corporation (the transferee) and the transferee is not a company within the meaning of the Corporations Act.

If this section applies, the Supreme Court may, either by the order approving the compromise or arrangement or by a later order provide for any one or more of the following —

the transfer to the transferee of all or part of the undertaking and the property or liabilities of the transferor;

the allotting or appropriation by the transferee of shares, debentures, CCUs, policies or other interests in the transferee that, under the compromise or arrangement, are to be allotted or appropriated by the transferee to or for a person;

the continuation by or against the transferee of legal proceedings pending by or against the transferor;

the deregistration, without winding‑up, of the transferor;

the provision to be made for any persons who, within the time and in the way the Court directs, dissent from the compromise or arrangement;

the transfer or allotment of any interest in property to a person concerned in the compromise or arrangement;

the incidental, consequential and supplemental matters necessary to ensure that the reconstruction or merger is fully and effectively carried out.

If an order made under this section provides for the transfer of property or liabilities, then, by virtue of the order —

the property is transferred to and vests in the transferee free, in the case of a particular property if the order so directs, from a charge that is under the compromise or arrangement to cease to have effect; and

the liabilities are transferred to and become the liabilities of the transferee.

If an order is made under this section, each body to which the order relates must, within 14 days after the making of the order, lodge with the Registrar an office copy of the order.

If the Registrar is required by the Court to appear and assist the Court in making an order under this section, the Court may make an award of costs to the Registrar for the appearance.