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Standard fact sheet.
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Large print fact sheet.

Co-operative disclosure statements 

What is a disclosure statement?

A disclosure statement contains information that is necessary for a member to make an informed assessment of certain proposals put forward by a co-operative’s board. The information required in the disclosure statement will vary depending on the nature of the proposal.

When is a disclosure statement required?

The Co-operatives National Law (the CNL) requires co-operatives to provide a disclosure statement to members for specific proposals including:

  • conversion of a co-operative with share capital to a co-operative without share capital (or vice versa) (s.35)
  • conversion of a distributing co-operative to a non-distributing co-operative (or vice versa) (s.35)
  • a special resolution requiring members to take up or subscribe for additional shares and a special resolution to deduct amounts for additional shares (s.82)
  • a special postal ballot on the requisition of members (s.250)
  • issue of debentures (s.338)
  • a special resolution to require members to lend money to the co-operative (s.343)
  • an acquisition or disposal of certain assets (s.359)
  • increasing the maximum permissible level of share interest in a co-operative (s.363)
  • certain share offers (s.374)
  • a merger (s.396 )
  • a transfer of engagements (s.396)
  • a transfer of incorporation (s.404)
  • a compromise or arrangement between a co-operative and its members (s.414)
  • a members’ voluntary winding up (s.445)
  • a merger or transfer of engagements by a participating co-operative (s.476)

In addition, distributing co-operatives are also required to provide a disclosure statement to intending members (s.68). A disclosure statement issued under s.68 for intending members must be filed with the Registrar but does not require the Registrar’s approval.

A class exemption from the requirement to provide a disclosure statement to intending members is in place for distributing co-operatives that:

  • have a minimum share subscription equal to or less than $200 or
  • are listed on the Australian Stock Exchange or are otherwise subject to the requirements of continuous disclosure under the Corporations Act 2001.

For more information contact Registry Services.

Approval by Registrar

The other disclosure statements listed above must be approved by the Registrar before distribution to members. A draft statement, together with any applicable fee, must be submitted to the Registrar at least 28 days before it is intended to be provided to members (s.248).

Proforma disclosure statements are available from Registry Services as a guide to assist co-operatives and their advisers in preparing disclosure statements where a special postal ballot is required. However these are not intended to be an exhaustive statement that would constitute appropriate disclosure in every case. Co-operatives must address their individual circumstances and the proposal to be put to members.

The CNL requires specific information be included in the disclosure statement for a number of the above proposals. Co-operatives should carefully consider the relevant section(s) of the CNL to determine whether additional information specific to their proposal must be included in the disclosure statement.

The Registrar may also require a report by an independent person, regarding certain aspects of a proposal, to accompany the disclosure statement.

The co-operative will be contacted if additional information or clarification is required prior to approval.

Further information:

For further information please contact:

Registry Services
PO Box 22
Bathurst NSW 2795
Telephone: 6333 1400
Freecall: 1800 502 042
Email: registryinquiries@finance.nsw.gov.au

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