Make changes to a co-operative

On this page:

• Decision making
• Disclosure statements
• Name change
• After you lodge your application
• Address change
• Change a director or management
• Remove auditor or update auditor's details
• Rule changes
• Change the allocation of shares
• Change to another incorporated body

Decision making

There are 4 ways in which a co-operative may make a decision.

1. Ordinary resolution

This is a resolution that is passed by a simple majority vote (50% or more vote yes) of members at a general meeting of the co-operative.

2. Special resolution

The Co-operatives National Law requires certain decisions to be made by a special resolution. This is a resolution where at least 21 days' notice is given to members and is passed by:

• a two-thirds majority of members at a general meeting of the co-operative
• a two-thirds majority of members in a postal ballot (other than a special postal ballot of members), or
• a three-quarters majority in a special postal ballot of members.

Note: A co-operative's rules can require that a majority of more than two-thirds or three-quarters is needed for a decision.

To lodge a special resolution, complete the ‘Lodge a disclosure statement or special resolution’ transaction via myCAV. Select the form type ‘Lodge a special resolution’. You will be asked to:

• confirm your details 
• confirm the co-operative organisation details 
• attach the completed and signed Special Resolution Form that was provided to you on approval of the co-operative approved disclosure statement  
• provide payment. Go to Fees and forms - Co-operatives for more details.

3. Ordinary and special resolution by way of a postal ballot

Members of a co-operative may request that either an ordinary resolution or a special resolution is done via a postal ballot. A postal ballot can be conducted by mail or, if the rules allow, by electronic facilities. The ballot must be conducted in a secure, transparent and independent manner. Section 250 of the Co-operatives National Law explains how this may occur.

Postal ballots must be conducted in accordance with the national regulations and the rules of the co-operative. Regulation 3.9 of the Co-operatives National Regulations outlines the requirements.

4. Special postal ballot

If the co-operative receives a written request from members who are able to cast at least 20% of the total number of votes (or a lesser percentage, if the rules allow), a special postal ballot must be conducted in order to pass a special resolution.

The law also requires certain decisions to be made by special postal ballot, as listed in the table below.

Disclosure statements

Under the Co-operatives National Law, a disclosure statement is required every time there is a special postal ballot. The Law sets out general requirements about what must be included in each of these disclosure statements.

A disclosure statement is a document which contains:

• details of current financial position of the co-operative
• the interests of the directors of the co-operative on any proposal which is being put to the members by a postal or special postal ballot
• details of any compensation or consideration which would be paid to officers or members of the co-operative in relation to the proposal being put to a ballot.

A draft disclosure statement must be lodged via myCAV least 28 days before the co-operative members are given notice of the ballot. 

To lodge a disclosure statement for special postal ballot, complete the ‘Lodge a co-operative disclosure statement or special resolution’ transaction via myCAV from the Co-operatives registration page. Select the form type ‘Lodge disclosure statement for special postal ballot’. You will be asked to:

• confirm your details 
• confirm the co-operative organisation details 
• attach a copy of the proposed disclosure statement
• attach a copy of the wording of the proposed special resolution to be presented to co-operative members
• attach a copy of a completed and signed Application to approve disclosure statement for special postal ballot where: 
  • You are applying for approval of disclosure statement for a merger, please provide a completed Application to approve name and disclosure statements for merger of cooperatives
  • You are applying for approval of disclosure statement for a takeover (transfer of engagements), please provide a completed Application to approve disclosure statement/s for transfer of engagements of co-operatives
• provide payment. Go to Fees and forms - Co-operatives for more details.

Once the disclosure statement is approved by the Registrar you will be notified via email, the co-operative can send the members notice of the postal ballot and a copy of the approved disclosure statement. The special postal ballot cannot be held before the 28 days end. This allows the co-operative time to hold a meeting to discuss the postal ballot if the members or the board request it.

Download our Example generic disclosure statement for special postal ballot (Word, 42KB).

Name change

A special resolution is needed to change a co-operative's name. The text of the resolution should include alternative names for the co-operative in case the first preference is not available.

Arrange the special resolution according to the co-operative’s rules. If the resolution passes, apply via myCAV to change the co-operatives name within 28 days. 
To lodge a name change request, complete the ‘Apply to change the co-operative name or rules’ transaction via myCAV from the Co-operatives registration page. Select the form type ‘Application for change of co-operative name’. You will be asked to:

• confirm your details 
• confirm the co-operative organisation details 
• advise of the proposed new name of the co-operative (The name you propose may not be accepted because it is deemed unsuitable, similar or identical to an existing name. To check if your name already exists or is similar you can search ASIC's organisation and business names register). 
• date the resolution passed to register a new name
• attach a copy of the special resolution passed by the members to change the name of the co-operative  
• provide payment, go to Fees and forms - Co-operatives for more details. 

After you lodge your application

The Registrar will either:

• register the name change and send you a new registration certificate, or
• ask you to choose another name.

You must advertise your new name in newspapers sold in the place you operate, within 28 days of receiving your registration certificate.

Address change

Within 28 days of changing the address of the co-operative’s registered office or postal address, change the registered address details via myCAV on the Co-operatives registration page.

There is no fee for this application.

Change a director or management

Co-operatives must tell the Registrar within 28 days if any of the following officers are appointed, change their position in the co-operative, or change their name:

• Director
• Secretary
• Board member
• Chief executive officer.

To do this, log into your myCAV account and navigate to the Co-operatives organisation details page.

Remove auditor or update auditor's details

Co-operatives must tell the Registrar if they intend to remove their current auditor or if the auditor’s contact details have changed, by completing and submitting our Notice of intention to remove auditor or update auditor’s details. Lodgement details are on the form and there is no fee.

Auditors of large co-operatives must apply for consent to resign as an auditor, by completing and lodging our Application to consent to resignation of auditor of large co-operative. Lodgement details are on the form and there is no fee.

Rule changes

In Victoria, co-operatives are governed by the Co-operatives National Law and the Co-operatives National Regulations. Their operations and relationship with members are governed by the co-operative’s own rules.

The rules of a co-operative are essentially a contract between:

• the co-operative and each member
• the co-operative and each director, chief executive officer and the secretary; and
• each member.

Members agree to follow the rules.

Content of the rules

The rules of a co-operative must include the matters in Schedule 1 of the Co-operatives National Law.

The rules may also contain any provision appropriate for that co-operative, as long as that provision does not contradict legislation. A co-operative can adopt its own rules or the model rules, on the date approved by the members.

Applying for pre-approval of rule changes

There are certain rules that cannot be changed by the co-operative without prior approval of the Registrar. This applies to rules relating to:

• active membership
• converting a non-distributing co-operative to a distributing co-operative
• the co-operative’s primary activities
• winding up
• the issue or sale of shares or co-operative capital units.

To seek approval to change the rules listed above, lodge an ‘Application to change the co-operative name or rules’ transaction in myCAV on the Co-operatives registration page. Select the form type 'Application for pre-approval of rule change(s)'.  

You will be asked to:

• confirm your details 
• confirm the co-operative organisation details
• attach a completed and signed Application for prior approval of rule amendments form
• provide payment. Go to Fees and forms - Co-operatives for more details.

Lodge an application to change the rules

If the co-operative’s proposed rule changes do not require pre-approval, hold a special resolution according to the co-operative's rules and lodge an ‘Application to change the co-operative name or rules’ in myCAV on the Co-operatives registration page. Select the form type ‘Application to register rule change(s)’ with either 5 or less rule amendments or 6 or more rule amendments. 

You will be asked to:

• confirm your details 
• confirm the co-operative organisation details
• attach a completed and signed Application for registration/approval of rule amendments form 
• attach a complete and final copy of the proposed rules approved by the co-operative members
• attach a copy of the special resolution passed by the co-operative members
• advise of how many rule changes you are proposing
• provide payment. Go to Fees and forms - Co-operatives for more details. 

Notice to members

A co-operative must give members at least 21 days’ notice to consider the proposed change. If more time is needed, apply for an extension of time by completing the ‘Application for extension or shortening of time transaction’ available in your myCAV account from the Co-operatives registration page. You will be asked to:

• confirm your details 
• confirm the co-operative organisation details 
• confirm what are you applying to extend or shorten
• supply supporting information including dates of the requested extension or shortening of time
• provide payment. Go to Fees and forms - Co-operatives for more details. 

The notice to the members must state the:

• proposal to amend the rules by a special resolution
• reasons for proposing the change, and
• effect it will have if the special resolution is passed.

When a co-operative proposes amending its active membership rules, the notice to members must also:

• state whether the member is eligible to vote on the resolution
• provide the full text of the proposed resolution, and
• provide a copy of section 156 of the Co-operatives National Law concerning cancellation of membership of an inactive member.

You will also be asked to:

• confirm your details 
• confirm the co-operative organisation details
• attach a completed and signed Application for approval of rule amendments form 
• attach a complete and final copy of the proposed rules approved by the co-operative members. All paragraphs should be numbered, with no markup and no comments
• attach a copy of the special resolution passed by the co-operative members
• advise of how many rule changes you are proposing
• provide payment. Go to Fees and forms - Co-operatives for more details. 

After you lodge an application

An amendment to the rules does not have any effect until it is registered with us. Once the application is received, the Registrar via email will either:

• send you a letter approving the change
• ask you to consider a different change, or
• refuse to approve the change.

If the changes are approved, arrange the special resolution according to your co-operative's rules. Within 28 days of the resolution being passed, lodge an application to register rule change(s) via myCAV. 

You will be asked to:

• confirm your details 
• confirm the co-operative organisation details
• attach a completed and signed Application for approval of rule amendments form
• attach a complete and final copy of the proposed rules approved by the co-operative members. All paragraphs should be numbered, with no markup and no comments
• attach a copy of the special resolution passed by the co-operative members
• advise of how many rule changes you are proposing
• provide payment.Go to Fees and forms - Co-operatives for more details.  

Change the allocation of shares

You must tell the Registrar in writing within 14 days of the board becoming aware that a member:

• has a relevant interest in more than 20% of the nominal value of the co-operative’s share capital, or
• with an interest in more than 20% of share capital, has changed the number of shares they have a relevant interest in.

A member is considered to have a relevant interest if they have the power to control voting rights or the disposal of a share.

Co-operatives should include the:

• name of the member
• number of shares they previously had a relevant interest in
• number of shares they currently have an interest in.

The Registrar will register the member’s current relevant interest in the share capital of the co-operative.

A disclosure statement is also required for certain issues of debentures to members or employees of a co-operative. If this is the case you may be requested to complete a ‘Lodge a co-operative disclosure statement or special resolution’ transaction via myCAV. Download our Example disclosure statement for members and employees to subscribe debentures (Word, 38KB).

Change to another incorporated body

Lodge an application

A co-operative can change to:

• a registered company – visit Registering a business name - ASIC
• an incorporated association – go to Register as an incorporated association 
• an Aboriginal corporation - visit Office of the Registrar of Indigenous Corporations.

If you are changing to an incorporated association, you must:

• draft a disclosure statement, using the Example disclosure statement for migration to incorporated association (Word, 45KB)
• contact us to obtain an Application to incorporate an association by another registered body form
• complete and lodge these documents with the required fee.

After you lodge an application

The Registrar will either:

• send you a form approving the change, or
• tell you the change has not been approved.

If the Registrar approves the change, arrange a special resolution by special postal ballot and notify your members. If the co-operative has a good reason not to hold a postal ballot, write to the Registrar outlining the reasons for exemption.

Co-operatives with share capital must publicly advertise the notice of special resolution in a newspaper.

Within 28 days of the special resolution being passed, send the Registrar:

• the special resolution form signed by one director and the secretary
• notifications from the relevant authority that they have accepted the application
• the co-operative’s certificate of registration
• the fee for lodging a special resolution.

The Registrar will deregister the co-operative on the same day you register it as an incorporated body.