Registration as a co-operative company
A co-operative is a legal entity created, owned and controlled by its members. Members benefit by sharing and using the co-operative's products and services.
Co-operatives can be set up for a wide range of social and economic activities such as retail, agriculture, irrigation, marketing and taxi services. There are different types of co-operatives to suit different business needs. A distributing co-operative has a share capital and may give returns or profits to members. A non-distributing co-operative may or may not have a share capital and cannot give any returns or profits to members (other than the nominal value of shares).
Sometimes, after an association becomes incorporated its circumstances have changed in one way or another:
- Is the association undertaking new activities?
- Has the association started focusing more heavily on what was originally a secondary activity?
- Does the association wish to start distributing its profits in a different way?
If the association is evolving in a significant manner, the incorporated association’s structure may no longer be the most appropriate structure for the organisation.
The good news is that there are options available for the incorporated association if this is the case. It may be decided the association is better suited to the structure of a co-operative and would operate more effectively if it transferred from being an incorporated association to a co-operative company.
The table below highlights some of the similarities and differences between incorporated associations and co-operatives to help decide if a co-operative structure would be more appropriate way to continue on.
For further information on any facet of the application process please contact Consumer Protection on 1300 30 40 74 or visit www.commerce.wa.gov.au/co-ops.
|Incorporated Association||Co-operative Company|
|Associations Incorporation Act 2015||Co-operatives Act 2009|
|Trade for profit?||Yes, able to trade and generate a profit but cannot distribute to members.||Yes, may undertake trading activities to generate a profit.|
|Legal capacity and powers of an individual?||Yes||Yes|
|Can acquire property in entity's own name?||Yes||Yes|
|Financial benefit to members?||As a not-for-profit entity any profits must be used to further the objects of the association. No financial benefits can be distributed to members.||
May share in the resources and assets of the co-operative and benefit from its activities.
Members of distributing co-operatives may also receive direct distributions of profits.
|Minimum number of members?||6+ members.||
For a co-operative group: 2+ members.
For a co-operative: 5+ active members.
|Minimum number of directors or office bearers?||No set number. The rules must outline the structure of the management committee.||No set number. The rules must outline the structure of the board. However it is recommended that the number of directors is not less than three, at least two of whom must be resident in Australia|
|Financial reporting obligations?||Required to present annual accounts to members at every AGM.||Required to present annual accounts to members at every AGM. Annual report needs to be lodged with Department within 28 days after AGM.|
|Audit requirements?||Tier 2 associations must have accounts reviewed and Tier 3 associations must have accounts audited annually.||Small co-operatives with limited revenue, assets and employees do not need an audit. All other co-operatives require one.|
|The Rules / Constitution?||Rules should include all matters in Schedule 1 of the Act. Associations can create their own rules or adopt the model rules.||Rules should include all matters in Schedule 1 of the Act. Co-operatives can create their own rules or may wish to adopt the model rules.|