Australian Capital Territory Repealed Acts Australian Capital Territory Repealed ActsThis legislation has been repealed.
(1) A society may, by special resolution, determine that the society shall apply to be registered as a company under the Corporations Act.
(2) If, under section 38AA (1), the registrar directs a society to transfer its engagements to an institution other than a society, the registrar may apply to have the society registered as a company under the Corporations Act.
(3) Before an application is made under this section, the society, by special resolution, or the registrar—:
(a) shall determine the name under which registration of the society as a company is sought (which name may be different from the name of the society); and
(b) shall adopt a memorandum of association for the company; and
(c) shall adopt articles of association if such articles are required by the Corporations Act and may adopt articles of association in any other case.
(4) A society shall not, except with the consent of the Minister, be registered as a company under a name that includes the word ‘cooperative' or any other word importing a similar meaning.
(5) A memorandum or association adopted under this section—
(a) shall be in accordance with the Corporations Act; and
(b) shall state as the objects of the company the objects of the society; and
(c) when lodged for registration shall have as signatories at least 7 persons who are members of the society.
(6) The Corporations Act applies in relation to—
(a) the necessity for articles of association; and
(b) the applicability of the regulations contained in the Corporations Law, schedule 1; and
(c) any articles of association adopted for the company.
(7) For a society the liability of whose members is limited by shares, the memorandum of association and the articles of association (if any) adopted under this section shall not impose on the members of the company who were members of the society at the date of its registration as a company any greater or different liability to contribute to the assets of the company than the liability to which they were subject as members of the society.
(8) The memorandum of association or articles of association as so adopted shall not deprive any member of the company of any preferential rights in relation to dividend or capital to which he or she was entitled as a member of the society at the date of its registration as a company.
(9) A society may apply to be registered as a company under the Corporations Act as follows:
(a) the society shall register with the registrar a copy of the special resolutions passed by the society under subsections (1) and (3); and
(b) the society shall lodge with the commission—
(i) an application by the society under its common seal to be registered under the Corporations Act; and
(ii) a copy of the special resolutions verified under the hand of the registrar; and
(iii) the memorandum of association adopted for the company and the articles of association (if any); and
(iv) a list, verified by a statutory declaration of a director of the society, showing the names, addresses and occupations of all persons who, on a day specified in the list (being not more than 6 clear days before the day of lodgment), were members of the society and, in relation to each person, the number and nominal amount of, and amount credited as paid up on, any shares held by that person in the society.
(10) An application by the registrar for a society to be registered as a company—
(a) shall be lodged with the commission; and
(b) shall be accompanied by the memorandum of association adopted for the company and the articles of association (if any); and
(c) shall be accompanied by a list, verified by a statutory declaration of the registrar, showing the names, addresses and occupations of all persons who, on a day specified in the list (being not more than 6 clear days before the day of lodgment), were members of the society and, in relation to each person, the number and nominal amount of, and amount credited as paid up on, any shares held by that person in the society.
(11) The commission shall keep and register the memorandum of association and articles of association (if any), and shall certify under its common seal that the company is incorporated, and, for a limited company, that the company is limited.
(12) The registration, certificate and memorandum of association and articles of association (if any) shall have the same operation and effect, and the provisions of the Corporations Act shall apply to the company and the members, contributories and creditors of the company, as if the company had been registered in the way prescribed by the Corporations Act.
(13) When a society is registered as a company it shall cease to be registered as a society under this Act.
(14) The commission shall give notice of every registration of a company effected under this section to the registrar, who shall remove the name of the society from the register of societies under this Act.
(15) On the registration of the society as a company all persons who were members of the society at the date of the registration shall be deemed to become members of the company, and their names shall be entered on the register of members of the company.
(16) Every member of the society at the date of the registration who held shares in the society shall be deemed to be the holder of shares in the capital of the company equal in number and nominal value to the shares of which the member was then registered as the holder in the register of members of the society, and entry shall be made in the register of members of the company accordingly.
(17) On entry in a company register under subsection (16), each member of the company is liable for the amount (if any) unpaid on his or her shares and the register of the company shall be prima facie evidence of the amount of his or her liability.
(18) If no persons are named as directors of the company in the articles of association of the company when a society is registered as a company under this section, the persons who were directors of the society at the date of the registration shall be the first directors of the company.
(19) A certificate of incorporation of a society as a company given by the commission is conclusive evidence of compliance with all the relevant requirements under this section and the Corporations Act for registration under the Corporations Act.
(20) When a society is registered as a company under this section the corporation constituted by the company as so registered shall, for all purposes, be deemed to be the same entity as the corporation constituted by the society.
(21) Without restricting subsection (20), on the registration of a society as a company under this section—
(a) all property and proprietary and other rights whatsoever of the society shall become vested in and exercisable and enforceable by the company; and
(b) all liabilities and obligations of the society, whether certain or contingent and whether then existing or capable of arising at a future time, and whether contractual or other, and all rights against the society and all penalties incurred by the society, shall be enforceable and recoverable against the company.