OCBA - Mergers, transfers, winding up

Voluntary merger and transfer of engagements

A merger between two or more co-operatives creates a new co-operative. In the case of a total transfer of engagements, only the transferee co-operative continues to be registered.

Proposal for merger, transfer of engagements

A proposal for merger or transfer of engagements of co-operatives, or conversion to a company or an incorporated association, must be approved by special resolution by special postal ballot by each co-operative. This includes requirements for a disclosure statement to be approved by CBS. (s295, 296, 301, 302, 195 and Reg 26)

Directed transfer of engagements

CBS may direct a transfer of engagements of a co-operative to another co-operative with approval of the Minister where, e.g. there has been wilful violation of the provisions of the Act or regulations or rules. (s300, 331)

Winding up

A co-operative may be wound up voluntarily, by the Supreme Court, or on a certificate of CBS. (s309)

The Corporations Act winding up provisions apply with suitable modifications. (s311)

Voluntary
A co-operative may be wound up voluntarily:

by a creditors' voluntary winding up or
if a special resolution is passed by special postal ballot (members' voluntary winding up).

CBS has power to exempt a co-operative from these provisions, or from s195 (approved disclosure statement), e.g. by allowing a members' voluntary winding up to proceed by special resolution at a general meeting. (s312) See page 46 of the policy pdf

Certificate
A co-operative may be wound up on a certificate of CBS on grounds, e.g. where there has been wilful violation of the provisions of the Act or regulations or rules. (s310, 331)

On giving a certificate, CBS may appoint a liquidator on such conditions as it thinks fit, who need not be a registered company liquidator under the Corporations Act. See page 44 of the policy pdf. A reference in any of the applied winding up provisions of the Corporations Act to a registered liquidator includes a reference to a person approved by CBS as liquidator. (Reg 28(m))

Liquidation account

Where a liquidator of a co-operative has under control:

any dividend or other money that has remained unclaimed for more than six months
any unclaimed or undistributed amount after making a final distribution or
money of a co-operative that has no members

the liquidator must as soon as practicable pay it to CBS.

CBS holds the money on trust and must pay it into the Co-operatives Liquidation Account kept in a separate account at the Treasury. CBS must pay any claims from the Liquidation Account if satisfied that a person is entitled to the money, and an aggrieved claimant may appeal to the Supreme Court.

Any money not claimed after six years of its receipt by CBS must be paid to Treasury into the Consolidated Account of the State. CBS also administers any possible claims after the unclaimed money has been remitted to Treasury. (s311 and Reg 28; Corporations Act s544 and Part 9.7)

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Mergers, transfers, winding up

On this page

Voluntary merger and transfer of engagements

Proposal for merger, transfer of engagements

Directed transfer of engagements

Winding up

Liquidation account