Co-operatives Act 2009

In this section —

in the case of a transfer of engagements, the transferor co‑operative; or

in the case of a merger, each of the co‑operatives that are merging;

in the case of a transfer of engagements, the transferee co‑operative; or

in the case of a merger, the co‑operative formed by the merger.

When a merger or transfer of engagements takes effect under this Division (the transition day), the following provisions apply to the extent necessary to give effect to the merger or transfer —

persons who were members of the original co‑operative immediately before the transition day are members of the successor co‑operative in accordance with its rules;

the assets of the original co‑operative vest in the successor co‑operative without the need for any conveyance, transfer, assignment or assurance;

the rights and liabilities of the original co‑operative become the rights and liabilities of the successor co‑operative;

all proceedings by or against the original co‑operative that are pending immediately before the transition day are taken to be proceedings pending by or against the successor co‑operative;

any act, matter or thing done or omitted to be done by, to or in respect of the original co‑operative before the transition day is (to the extent to which that act, matter or thing has any force or effect) to be taken to have been done or omitted by, to or in respect of the successor co‑operative;

a reference in an instrument or in any document of any kind to the original body is to be read as, or as including, a reference to the new body.

The operation of this section is not to be regarded —

as a breach of contract or confidence or otherwise as a civil wrong; or

as a breach of any contractual provision prohibiting, restricting or regulating the assignment or transfer of assets, rights or liabilities; or

as giving rise to any remedy by a party to an instrument, or as causing or permitting the termination of any instrument, because of a change in the beneficial or legal ownership of any asset, right or liability.