Companies (Registered Societies) Ordinance 1990 (ACT)

Overview

The Companies (Registered Societies) Ordinance 1990 was enacted by the Governor-General of the Commonwealth of Australia, acting on the advice of the Federal Executive Council, under the authority of the Seat of Government (Administration) Act 1910. The Ordinance applies specific provisions of the Commonwealth's Companies Act 1981 to companies registered under the Co-operative Societies Act 1939 of the Australian Capital Territory, aiming to streamline regulatory frameworks and ensure consistency in corporate governance standards. This legislative instrument addresses the need to incorporate certain corporate governance and accountability measures for registered societies, thereby bridging regulatory gaps and enhancing oversight mechanisms for these entities within the territory. The policy objective is to ensure that registered societies adhere to the same corporate regulations as companies, promoting transparency and compliance within the sector.

Scope and Application

The Companies (Registered Societies) Ordinance 1990 applies to societies that are registered as companies under section 38A of the Co-operative Societies Act 1939 of the Australian Capital Territory. The Act applies to these registered societies and the individuals associated with them, specifically their directors, officers, or employees, who engage in conduct that would constitute an offence under the Companies Act 1981 of the Commonwealth if the conduct related to a company incorporated under that Act. The application of the Ordinance is limited to the Australian Capital Territory, where the relevant co-operative societies are registered. The Ordinance extends its application by modifying specific sections of the Companies Act to include references to registered societies, thereby imposing similar obligations and liabilities on these entities as those applicable to companies incorporated under the Companies Act. The Ordinance also incorporates penalties for offences committed by registered societies or their associated individuals, aligning them with the penalties prescribed for analogous offences under the Companies Act.

Key Provisions

The main operative sections of the Companies (Registered Societies) Ordinance 1990 include sections 3 and 4. Section 3(1) states that after the prescribed time, the provisions of the applied sections (87, 88, 90, 91, and 92 of the Companies Act 1981) apply to registered societies, subject to the modifications set out in the Schedule. The prescribed time is either when the society becomes a registered society or the commencement of this Ordinance, whichever is later. Section 4 establishes that a registered society or a person associated with it is guilty of an offence if they act or fail to act in a way that would have constituted an offence for a company or an associated person under the Companies Act, and this offence is punishable by a penalty not exceeding the penalty prescribed for the first-mentioned offence. The Companies (Registered Societies) Ordinance 1990 imposes obligations on registered societies and individuals associated with them to comply with certain provisions of the Companies Act 1981. Registered societies must adhere to the applied sections of the Companies Act, with modifications as outlined in the Schedule. These modifications include substituting specific phrases to better reflect the status of registered societies. For example, in subsection 87(1), the phrase "from the date of registration of the company" is replaced with "on and after the date of registration or the date on which the Companies (Registered Societies) Ordinance 1990 commences, whichever is the later." Furthermore, references within the relevant provisions to a corporation are to be read as references to a society unless the context requires otherwise. The Ordinance also outlines the penalties and consequences for breaches of the Companies Act by registered societies or individuals associated with them. Section 4 establishes that if a registered society or an associated person commits an act or omission that would have constituted an offence under the Companies Act, they will be guilty of an offence and subject to the same penalties. This means that the penalties for such offences are not to exceed those prescribed for the corresponding offence under the Companies Act, ensuring consistency in the enforcement of corporate laws between companies and registered societies. The specific penalties for each offence would be governed by the provisions of the Companies Act itself.