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Registering a co-operative 

There are three steps to registering a new co-operative under the Co-operatives National Law (NSW) (the CNL):

  1. Approval of a set of rules by the Registrar. A draft disclosure statement for distributing co-operatives must also be approved and for other co-operatives if required by the Registrar.
  2. Once approved, a formation meeting is held to formally adopt the rules and, where a disclosure statement is required, to present the disclosure statement to prospective members.
  3. After the formation meeting, an application to register a co-operative form is lodged with the Registrar.

Step 1 - rules and disclosure statement 

To assist with the formation of a co-operative, model rules are available. NSW Fair Trading’s Registry Services has developed a template disclosure statement for completion by proposed co-operatives that have to prepare a disclosure statement. 

Prospective members, directors and employees can prepare these documents, however the services of an accountant or solicitor may be required.

Draft the rules

A co-operative’s rules describe the way in which the group organises its activities.

They must contain certain matters required by Schedule 1 of the Co-operatives National Law including:

  • the name (which must include the word 'co-operative' and end with 'limited')
  • the primary activity
  • active membership provisions
  • rights and liabilities of members
  • number of and qualifications for directors
  • meeting procedures.
IMPORTANT - Discuss the draft rules with prospective members and decide on any changes before submitting them to the Registry for formal approval. Of particular importance is the active membership rule which should set out precisely the primary activities of the proposed co-operative and what members need to do to support an activity of the co-operative or to maintain a relationship with the co-operative. See Co-operatives active membership.

Draft the disclosure statement

Distributing co-operatives must prepare a disclosure statement for prospective members.

A disclosure statement is not usually required for a non-distributing co-operative except in limited circumstances where the operations of the proposed co-operative may result in a significant financial risk to members. 

The formation disclosure statement document must contain information necessary to ensure prospective members understand the nature and extent of their financial involvement or liability as a member of the co-operative.  The disclosure statement should address:

  • the estimated costs of formation
  • the active membership provisions of the proposed co-operative
  • the rights and liabilities attached to shares in the proposed co-operative
  • the capital required for the co-operative at the time of formation
  • the projected income and expenditure of the co-operative for its first year of operation
  • information about any contracts required to be entered into by the co-operative; and
  • any other information that NSW Fair Trading directs to be included.

If the disclosure statement includes a statement or a report by a person (eg. an accountant or auditor) the disclosure statement must also state the person has given consent to the statement being included in the form and context in which it appears.

Getting Registrar approval

The draft rules and if the proposed co-operative is a distributing co-operative, the draft disclosure statement should be submitted to Registry Services for approval along with the Application to approve co-operative rules and formation disclosure statement (form C1). Fair Trading will, within 28 days:

  • approve the rule and disclosure statement and forward the approved documents for presentation at the formation meeting; or
  • contact you regarding any clarification or additional information that may be necessary
  • for non-distributing co-operatives, advise whether a disclosure statement is required.

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Step 2 - the formation meeting 

Before the meeting

Once the rules and any disclosure statement have been approved, arrange the formation meeting and notify prospective members of the meeting details. At least five prospective members must attend the meeting. Before the meeting you need to:

  • prepare two copies of the approved rules for signing at the meeting
  • prepare one copy of the disclosure statement, if required, for signing at the meeting
  • have the Application to register a co-operative form ready for signing at the meeting
  • have copies of the rules available for everyone attending or let them know how they can obtain them
  • have application for membership forms available for the prospective members to complete.

The formation meeting

A formation meeting is held to approve the rules, elect the first directors and to authorise the application for registration of the co-operative. The following business should take place at the meeting.

Elect a chairperson and secretary

Elect a chairperson to run the meeting and a secretary to keep a written record of the meeting.

Present the disclosure statement to the meeting

Any disclosure statement approved by the Registrar must be presented to the meeting.

Vote on the rules

Discuss the contents of the rules and disclosure statement to make sure the rules are acceptable to the prospective members.

If prospective members want to change the rules, the Registrar will need to approve these changes and another formation meeting will need to be held to accept the rules. You can avoid this by discussing the rules before submitting them for approval and before the meeting itself.

If there are no changes to the rules, move that the co-operative be formed and the rules be adopted.

IMPORTANT Two-thirds of prospective members must vote to adopt the rules to become a co-operative. 

Elect the board of directors

Vote to elect the co-operative’s board of directors according to the co-operative’s rules.

Apply for membership

Record membership details of persons applying for membership of the proposed co-operative. Application forms should be kept for the co-operative’s records.

Authorise a contact person

Authorise someone to liaise with Registry Services to complete the registration process.

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Step 3 - apply to register your co-operative 

Once you have voted to adopt the co-operative’s rules and disclosure statement, the chairperson and secretary of the formation meeting need to sign two copies of the rules certifying they are approved and the disclosure statement certifying it is approved.

At least five persons who are qualified to be active members of the co-operative must sign the Application to register a co-operative form.

Within two months of the formation meeting, send the following to Registry Services:

  • the completed Application to register a co-operative form
  • two copies of the rules signed by the chairperson and secretary of the formation meeting certifying that they are approved
  • a copy of the disclosure statement signed by the chairperson and secretary of the formation meeting certifying that it was presented
  • the application fee.

Registry Services will then:

  • register your co-operative
  • send you a registration certificate with a copy of the registered rules.

Generally processing time will be within 28 days however this will depend on whether further information is required.

Your registration will come into effect on the date Fair Trading registers your co-operative.

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Need more information? 

Contact Registry Services
PO Box 22
Bathurst NSW 2795
Tel: 6333 1400
Freecall: 1800 502 042

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