Responsibilities of a co-operative

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Displaying a co-operative name

The co-operative's name must appear on its:

  • common seal
  • publications
  • business documents.

A notice must be displayed at the co-operative's registered office:

  • stating the co-operative's name
  • identifying the registered office.

Annual general meeting

The co-operative must hold its first annual general meeting (AGM) within 18 months of registration.

Subsequent AGMs must be held within five months of the end of the co-operative's financial year (specified in its rules), or at a time approved by the Registrar. AGMs are generally held in the form of a physical meeting.

You can use alternative means to hold meetings, including teleconference or videoconference, as long as this is allowed under the rules of your co-operative and you follow the requirements of the rules and the Co-operatives National Law (Victoria) (CNL).

The CNL permits directors to hold board meetings or transact co-operative business outside physical meetings by the use of technology that allows the board to clearly and simultaneously communicate and share documents with each other. Meetings of the board can also be held by circulation of papers without the board members being physically present together. Circulation of papers can occur by use of technology.

The rules of some co-operatives permit the use of proxy voting and/or postal ballot. It is strongly advised that prior to acting under any of these provisions, a co-operative seeks independent legal advice to ensure the board is acting in accordance with its regulatory requirements.

You can apply for an extension of time or to change the date to hold your AGM if you have reasons for this. To apply, complete the Application for extension or shortening of time form (Word, 128 KB) and submit to

Lodgement and fee details are on the form.

The co-operative’s directors must present reports containing its financial statements at the AGM.

Determining reporting requirements

Different reporting requirements apply for small and large co-operatives.

A co-operative is small if it satisfies at least two of the following criteria:

  • the consolidated revenue of the co-operative and the entities it controls (if any) is less than $8 million for the previous financial year
  • the value of the consolidated gross assets and the entities it controls (if any) is less than $4 million at the end of the previous financial year
  • the co-operative and the entities it controls (if any) had fewer than 30 employees at the end of the previous financial year

The co-operative must also have:

  • no securities on issue to non members during that year other than securities issued to former members on the cancellation of their membership; or
  • not issued shares to more than 20 members in a financial year; or, if it has done this, the amount raised by issuing those shares does not exceed $2 million.

All other co-operatives are large co-operatives.

Small co-operatives - financial reporting

Each financial year, a small co-operative must prepare a report for its members containing the:

  • income and expenditure statement setting out the appropriately classified individual sources of income and individual expenses incurred in the operation of the co-operative
  • balance sheet (including appropriately classified individual assets and liabilities of the co-operative)
  • statement of changes in equity
  • cash flows statement (if consolidated revenue of the co-operative and any of its controlled entities is $750,000 or greater, or the value of consolidated gross assets is $250,000 or greater).

The financial statements must present a true and fair view of the co-operative’s financial position, performance and cash flows. They must also include:

  • comparative figures for the previous financial year; and
  • a statement of significant accounting policies.

An audit or review of a small co-operative’s financial statements and/or additional financial reports, may be required if it is:

  • specified in the co-operative’s rules
  • requested by its members or the Registrar.

Large co-operatives - financial reporting

Each financial year, a large co-operative must prepare and present to its members:

  • the financial report for the year
  • the directors' report for the year
  • an independent auditor's report on the financial year.

The financial report must be prepared in accordance with the Australian accounting standards. It must include the co-operative's:

  • income statement
  • balance sheet
  • statement of changes in equity
  • cash flows statement
  • directors’ declaration
  • notes to the accounts. These must include:
    • notes required by the accounting standards
    • disclosure required by the national regulations
    • any other information necessary to give a true and fair view.

For more information on Australian accounting standards, visit Australian Accounting Standards Board.

A large co-operative must also have its financial report for the financial year audited in accordance with the Corporations Act 2001, and obtain an auditor's report. We recommended using our Annual report - auditor's report (Word, 41KB).

Our annual general meeting report templates:

Annual report

Towards the end of the co-operative's financial year, the Registrar will send an annual report form - the type of form depends on the size of the co-operative, as identified in previous financial reporting.

Within 28 days of the AGM, complete the form including all information specified, and return it to the Registrar. If the details of the co-operative or its office holders have changed, complete and attach the Co-operative change of details (addresses and officers) (Word, 215 KB) form.

Or complete and lodge one of the following annual reports:

Please follow both the 'How to complete this form' and 'How to lodge and pay' instructions on the forms.

To change the date of the annual report submission deadline, complete and submit our Application for extension or shortening of time (Word, 118KB). Lodgement and fee details are on the form.

Keeping records

Directors must keep registers of:

  • members, directors and shares
  • loans to, securities given by, debentures issued by and deposits received by the co-operative
  • names of people who have given loans or deposits to, or hold securities or debentures given or issued by the co-operative
  • loans made or guaranteed by the co-operative, and any securities taken
  • memberships cancelled under Part 6 of the Co-operatives Act 1996
  • fixed assets
  • subordinated debt.

It is an offence to falsify accounts, accounting records, prescribed documents or registers.

As a guide to drafting the co-operative's own register of members and shares, download our example Registration of new co-operative - register of members and shares (Excel, 23KB) or Registration of new co-operative - register of members and shares (Word, 79KB).

Duties of directors and officers

Directors and officers of co-operatives have certain obligations and duties under the Co-operatives National Law. These include:

Acting honestly

Theft or misuse of co-operative funds and property is a serious offence, as is taking decisions knowing they could be harmful to the co-operative's interests.

Acting with care and diligence

Directors and officers should be:

  • adequately informed (seeking professional advice if necessary)
  • active at board meetings in response to directors' proposals and their effects on the co-operative
  • aware of management direction.

Not disclosing or misusing inside or confidential information

Officers and employees (or former officers and employees) must not use their position to harm the co-operative, or to gain advantage for themselves or someone else.

Directors must disclose any conflict between personal interest and duty as a director. If such a conflict of interest occurs, the director must not be present when the matter is discussed and decided by the board (unless the board agrees otherwise).

Ensuring the co-operative can meet its financial obligations

A co-operative director must prevent the co-operative from incurring a debt if they suspect it is insolvent, or if it would become insolvent by incurring the debt.

Role of directors

Directors of smaller co-operatives may deal with all aspects of the business, such as:

  • buying or leasing premises
  • ordering goods and services
  • operating retail outlets
  • preparing banking, accounts and tax returns.

In larger co-operatives, employees are responsible for the day-to-day business issues, while the directors take on a more administrative role, focusing on:

  • planning long-term business and financial strategies
  • assessing business performance
  • researching new opportunities
  • appointing executives
  • maintaining good employee relations
  • deciding profit distribution among shareholders.

Informing us of changes

Keep us informed when changes are made to your co-operative's registration, including change of office holders or change of address.

Different time requirements apply according to the change being made. For more information, go to Make changes to a co-operative.