Co-operation (Amendment) Act 1932 (NSW)
CO-OPERATION (AMENDMENT)
ACT.
Act No. 50, 1932.
An Act to amend the Co-operation Act, 1923- 1931, in certain respects; to amend the Companies Act, 1899, and the Stamp Duties Act, 1920-1931; and for purposes connected therewith. [Assented to, 21st December, 1932.]
BE it enacted by the King's Most Excellent Majesty, lative Council and Legislative Assembly of New South by and with the ;>dvico and consent of the Legis- Wales in Parliament assembled, and by the authority of the same, as follows :—
(3) The Principal Act, as amended by this Act,
may be cited as the Co-operation Act, 1923-1932.
1 . (1) This Act may be cited as the "Co-operation
(Amendment) Act, 1932."
(2) The Co-operation Act, 1923-1931, is in this Act
referred to as the Principal Act.
The Pr inc ipa l Act is amended by omit t ing section
seventy and by inser t ing in lieu thereof the following
| new | sect ions:— |
| 70. (1) Any society may, by a special resolution as defined in section eighty of this Act, determine t ha t the society shall apply to be regis tered as a company under the Companies Act, 1899. | |
| (2) Before any such applicat ion is made pur suan t to this section, the society shall, by special resolut ion— |
(a) determine under what name the society shall app ly to be regis tered as a company, and may determine tha t such name shall be different from the name of the society; (b) adopt a memorandum of association for the said company and also art icles of association where art icles of association a r e necessary or deemed desirable. (3) A society shall not be so regis tered under a name which includes the word " co-operative " or a n y other word impor t ing a s imilar meaning.
(4) E v e r y such memorandum of association—
(a) shall contain the pa r t i cu la r s prescr ibed by and otherwise be in accordance with the provisions of the Companies Act, 1899; (b) shall state as the objects of the company the objects of the society: P rov ided always tha t where the society immediately p r io r to i ts reg is t ra t ion as a society under this Act had been a company regis tered or deemed to be
regis tered unde r the Companies Act, 1899, such memorandum of association shall s ta te as the objects of the company the objects which such company had before it became regis tered under this Act and before it made such al tera t ions, if any, to i ts objects as were made for the purpose of becoming regis tered under
this Ac t ; (c) when delivered for registration shall have as s ignatories a t least seven persons who a re members of the society. (5)
(5) The provis ions of the Companies Act , 1899, shall apply with respect t o —
(a) the necessity for art icles of associat ion;
(b) the applicability of the regulations contained in the table marked A in the Second Schedule ; (c) any articles of association adopted for the said company. (6) (a) In the case of a society the liability of whose members is l imited by shares the memorandum of association and the art icles of association (if any) as so adopted shall not impose upon the members of the company who were members of the society at the da te of its regis t ra t ion as a company any g rea te r or different liability to contr ibute to the assets of the company than the liability to which they were subject as members of the society, and in no case shall such memorandum of association or art icles of association as so adopted depr ive any member of the company of any preferent ia l r ights with respect to dividend or capital to which he was entit led as a member of the society at the date of i ts reg is t ra t ion as a company.
(b) I n the case of a society the liability of whose members is unlimited, the reg is t ra t ion of the society, pu r suan t to this section, as a company limited by shares or by guaran tee or pa r t l y by shares and pa r t l y by guaran tee , shall not affect the liability of the members of the company who were members of the society a t the da te of such reg is t ra t ion for all such debts and obligations of the society whether
present , future or contingent exist ing at the date of
such reg is t ra t ion for which such members would have
been liable if the society had not been so regis tered. (7) A society may apply to be regis tered as a
company under the Companies Act, 1899, in the man
ne r following:—
(a)
the society shall regis ter with the Reg i s t r a r of Co-operative Societies a copy of the special resolut ions passed by the society p u r s u a n t to subsections one and two of this sect ion;
(b)
(b) the society shall deliver to the Registrar of
J o i n t Stock Companies— (i) an application by the society under its common seal to be regis tered under the Companies Act, 1899;
(ii) a copy of the said special resolutions verified under the hand of the Regis t r a r ;
(iii) the memorandum of association adopted for the said company and the ar t ic les of association (if any) ;
(iv) a list showing the names, addresses and occupations of all persons who, on a day named in such list (being not more than six clear days before the day of such del ivery) , were members of the society, and also showing with respect to each such person the number, nomi nal amount and amount credited as paid u p of any shares held by such person in the society. The list shall be accom panied by a s t a tu to ry declarat ion of a di rector of the society verifying the same.
(8) The Reg i s t r a r of Jo in t Stock Companies
shall re ta in and regis ter such memorandum of asso ciation and art icles of association (if any ) , and shall certify under his hand that the company is incorpor ated, and in the case of a limited company tha t the company is limited, and such regis t ra t ion, certificate and memorandum of association and articles of association (if any) shall have the same operat ion
and effect, and the provisions of the Companies Act 1899, shall apply to the said company and the mem bers , contr ibutor ies and credi tors thereof as if the said company had been regis tered in the maimer pre scribed by the said Act.
(9) "When a society is so regis tered as a com p a n y it shall cease to be regis tered as a society u n d e r this Act. The Reg i s t r a r of Jo in t Stock Companies shall give notice of every such regis t ra t ion to the R e g i s t r a r of Co-operative Societies, who shall remove the name of the society from the regis ter of societies
unde r this Act. (10)
(10) (a) Upon the reg i s t ra t ion of the society
as a company all persons who were members of the society a t the date of such reg i s t r a t ion shall be deemed to become members of the company, and the i r names shall be entered upon the regis ter of members of the company.
(b) E v e r y member of the society a t the date of such reg is t ra t ion who held shares in the said society shall be deemed to be the holder of shares in the capi tal of the company equal in number and nominal value to the shares whereof he was then regis tered as the holder in the regis ter of members of the society, and en t ry shall be made in the regis ter of members of the company accordingly, and he shall the reupon be liable for the amount , if any, unpaid on his shares , of which the reg is te r of the company shall
be p r i m a facie evidence. (11) If no persons are named as directors of the company in the art icles of association of the company when a society is regis tered as a company under this section the persons who were d i rec tors of the society a t the da te of such reg i s t ra t ion shall be the first d i rectors of the company.
(12) A certificate of incorpora t ion of a society as a company given by the r eg i s t r a r or by any ass i s tan t r eg i s t r a r of Jo in t Stock Companies shall be conclusive evidence tha t all the requi rements of this section and of the Companies Act, 1899, in respect of reg i s t ra t ion unde r tha t Act have been complied with.
(13) (a) W h e n a society is reg is te red as a
company p u r s u a n t to this section the corpora t ionconst i tu ted by the company as so reg is te red shall be
deemed to be the same ent i ty as the corpora t ion con s t i tu ted by the society for all purposes whatsoever .
(b) I n pa r t i cu la r and without res t r ic t
ing the genera l i ty of p a r a g r a p h (a) of this subsection upon such reg i s t ra t ion all p r o p e r t y and p r o p r i e t a r y and other r igh t s whatsoever of the society shall become vested in and exercisable and enforceable by the company, and all liabilities and obligations of the society, whether cer ta in or contingent and whether then exist ing or capable of a r i s ing a t a future t ime, and whether cont rac tual or other, and all r igh t s
aga ins t
aga ins t the society and all penal t ies incurred by the society, shall be enforceable and recoverable agains t the company, and all persons who would incur any liabili ty for anyth ing if done or omit ted by, or for any money if lent or credit if given to, or for any loss if incurred by, or for any t ransac t ion if h a d wi th the society, shall incur the same liabil i ty if such th ing shall be done or omitted by, or money lent or credit given to, or loss incurred by, or t ransac t ion h a d with the company.
(14) A n y reference in th is section to the Companies Act, 1899, shall include any enactment amending, consolidating, or replacing the same.
70A. W h e r e a society apply ing for reg i s t ra t ion pu r suan t to the provis ions of section seventy was p r io r to i ts reg i s t ra t ion as a society unde r this Act regis tered or deemed to be regis tered as a company under the Companies Act, 1899, and where in such case s tamp du ty had been pa id upon such p r i o r regis t r a t ion in respect of the amount of the nominal capi tal of such company, or if subsequently increased upon the amount of i ts nominal capi tal as so in creased, the duty so pa id shall be taken into account and deducted in assessing the du ty payable on i ts regis t ra t ion in pursuance of the said section.
3. (1) The Pr inc ipa l Act is fu r ther amended by in
ser t ing in subsection one of section sixty-five af ter the
word " p r o p e r t y " the words " o r of i ts uncalled c a p i t a l . "
(2) This section shall be deemed to have com
menced on the thirty-first day of December, one thousand
| nine hundred and twenty- three . | P U B L I C |
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