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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 

Prior to registering a co-operative, it is important the group investigate the feasibility and legal requirements of the co-operative’s proposed activities.

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 distributing co-operatives. 

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. 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 with co-operative. 

Draft the disclosure statement

Distributing co-operatives must prepare a disclosure statement so prospective members know the nature and extent of their financial involvement or liability as a co-operative member. It outlines:

  • the purpose and main activity of the co-operative
  • members’ involvement in the co-operative
  • projected income and expenditure
  • names of prospective members and directors
  • who will act as an auditor, if one is required
  • the registered office and mailing address, and
  • any other matter relevant to the co-operative.

Getting Registrar approval

The draft rules and disclosure statement for a distributing co-operative should be submitted to Registry Services for approval along with the Application to approve co-operative name, rules and formation disclosure statement (form C1). Registry Services will:

  • acknowledge receipt
  • contact you regarding any clarification or additional information necessary
  • confirm the co-operative’s proposed operating name
  • forward the approved documents for presentation at the formation meeting
  • forward an Application to register a co-operative form.

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Step 2 - the formation meeting 

Before the meeting

On receipt of the Application to register a co-operative form together with the approved rules and disclosure statement, 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 it is a distributing co-operative, 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

Each member at the meeting needs to complete the Application for membership form. These application forms must 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.

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Further information 

For further information please contact:

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

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