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Difference between a merger and takeover
A merger is when a group of co-operatives decide to become one co-operative:
- made up of the members, assets, liabilities and undertakings of the co-operatives that want to merge
- with a new name and new rules.
A takeover (called a ‘transfer of engagements’ in the Co-operatives National Law) is when one co-operative takes over one or more co-operatives, with the resulting body:
- made up of the members, assets, liabilities and undertakings of all the co-operatives involved in the takeover
- using the existing name and rules of the co-operative taking over the other(s).
A takeover can also be partial - for example, if only some of the assets, liabilities and undertakings are transferred to another co-operative.
Disclosure statement for merger or takeover
In either of the above scenarios you must prepare, for each co-operative, a disclosure statement showing:
- whether a merger or takeover will occur, and the reasons for it
- in a takeover, whether one co-operative will be entirely taken over by the other co-operative, or if part of it will continue to operate independently
- financial statements prepared within the last six months that indicate the financial position of your co-operative
- any compensation or payment to be made to any member of your co-operative as a result of the merger or takeover
- any material interest your co-operative officers have in the merger or takeover.
Download a copy of our Example disclosure statement for merger or transfer of engagements of co-operatives (Word, 42KB).
Or, seek legal advice on drafting your own disclosure statement.
Lodge a disclosure statement to merge or take over
To lodge a disclosure statement for a merger or transfer of engagement, complete the ‘Lodge a co-operative disclosure statement or special resolution’ transaction via myCAV from apply to register a co-operative.
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 the completed and signed Application to approve disclosure statement for special postal ballot (if required)
- provide payment, go to Fees and forms - Co-operatives for more details.
If you want a new name, new rules or both, you must give the proposed name as well as two alternative names.
After you lodge a disclosure statement
The Registrar will:
- send you an email approving or refusing the disclosure statement
- if approved, will attach a copy of the prescribed special resolution form, or,
- request more information, if the information received is deemed insufficient.
All the co-operatives involved in the merger or takeover must have special resolutions passed by their members - that is, three-quarters of the votes received are in favour of the merger or takeover. You can notify your members of a special resolution by special postal ballot. For more information, go to Holding a postal ballot - Wind up a co-operative.
If you have a good reason not to hold a postal ballot; for example, holding a special postal ballot would be difficult or impractical, you can apply for an exemption by emailing your reasons to the Registrar via cav.registration.enquiries@dgs.vic.gov.au.
Lodge a special resolution
To lodge a special resolution, complete the ‘Lodge a disclosure statement or special resolution’ transaction via myCAV from apply to register a co-operative. 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.
After you lodge a special resolution
The Registrar will:
- send you an email approving or refusing the special resolution
- send you the application form for the approval of the merger or transfer of engagements or,
- request more information if the information received is deemed insufficient.
Within 28 days of completing the resolution process, the co-operatives involved in the merger or takeover must authorise a person to liaise with the Registrar on the co-operatives’ behalf while the new co-operative is being registered.
They must submit and complete the 'Application to approve merger' or 'Application to approve transfer of engagements' to the Registrar via cav.registration.enquiries@dgs.vic.gov.au
Upon finalisation of approval application
The Registrar will:
- register the new co-operative
- on the same day, deregister all of the co-operatives that are ceasing as a result of the merger or takeover
- send a new registration certificate.
The new rules come into effect on the day the new co-operative is registered.