Running a co-operative

The co-operative’s name must appear on its common seal, publications and business documents.

You must also display a notice at the co-operative’s registered office stating the name of the co-operative and identifying the address as its registered office.

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

Subsequent AGMs must be held within five months of the end of the co-operative’s financial year (as specified in its rules), or at a later time approved by the Registrar.

To alter the date of your AGM, complete and lodge Form 12 (Application for Extension or Abridgement of Time).  Details of how to lodge the form, and the required fee, can be found on the form.

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

Every co-operative must submit an annual return within 28 days after holding its AGM by completing and submitting Form 10 (Annual Return). The annual return confirms that the co-operative has held its AGM, updates the address of the co-operative and the details of its office holders, and provides basic information about its status. A large co-operative must also submit copies of its financial reports and audit report.

Every co-operative must keep written financial records that correctly record and explain its transactions and financial position and performance, and enable true and fair financial statements to be prepared and (if required) audited.

The reporting requirements for a co-operative will depend on whether it is a small or large co-operative.

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 last financial year.
• The value of the consolidated gross assets of the co-operative (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 (FTE) at the end of the previous financial year.

The co-operative must also not have raised in excess of $2 million in the previous financial year by the issue of shares to more than 20 members. 

All other co-operatives are large co-operatives for the purposes of financial reporting.

A small co-operative must prepare a report for its members containing the following financial statements for a financial year:

• 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; and
• Cash flow statement (only if the consolidated revenue of the co-operative is $750 000 or more, or the value of gross consolidated assets is $250 000 or more).

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 financial statements is only required if required by the rules, or at the request of members or the direction of the Registrar.

A large co-operative must prepare the following documents for each financial year and present these to its members:

• The financial report for the year;
• The directors’ report for the year; and
• 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:

• Income statement;
• Balance sheet;
• Statement of changes in equity;
• Cash flows statement;
• Director’s declaration; and
• Notes to the accounts. These must include notes required by the accounting standards, disclosure required by the regulations, and any other information necessary to give a true and fair view.

A large co-operative must also have its financial report for the financial year audited, and obtain an auditor’s report.

If you require assistance to prepare reports, you can download the following report templates:

Annual Report - directors’ report
Annual Report - directors’ declaration
Annual Report - auditor’s report

A co-operative 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; and
• Memberships cancelled under Part 6 of the Co-operatives Act 2009.

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

Directors and officers of co-operatives have certain obligations and duties under the CNL. 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, and 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; and
• preparing banking, accounts and tax returns. 

In larger co-operatives, employees have responsibility 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; and
• deciding profit distribution among shareholders.

The role of the secretary

The secretary is both the main administrative officer of the co-operative and the main point of contact between the co-operative and the public or the Registrar.

Every co-operative is required to haqve a secretary with clear responsibility for certain tasks.

The secretary must be an adult person who ordinarily resides in Australia. The secretary does not have to be a member of the co-operative and may be a volunteer or an employee.

A director may also be appointed as the secretary. In this case the director would have two roles in the co-operative. There can be more than one person performing the duties of a secretary or the secretary might delegate some tasks to other people in the co-operative. If this occurs, the ultimate responsibility for the performance of the task still falls to the secretary.

Appointment of a secretary

The board of the co-operative appoints the secretary. The board may also appoint a temporary secretary for a specific period if the secretary is absent or incapacitated. The board of the co-operative can also remove a person from the position of secretary.  The secretary is an officer of the co-operative and notice must be given to the Registrar of the appointment or removal of the secretary.

Responsibilities of the secretary

The secretary is responsible, and may be personally liable for any failure to comply with the following obligations under the Act:

• Section 231(3) (Location of registers);
• Section 234 (Notice of appointment etc. of directors and officers);
• Section 240(2) (Name to appear on business documents etc.);
• Section 243(2) (Registered office of co-operative - requirement to display notice);
• Section 243(3) Registered office of co-operative - requirement to notify new address);
• Section 244C(1) (Obligation to keep financial records);
• Sections 244ZB to 244ZF (Lodgement of annual returns and financial reports with the Registrar); and
• Section 244ZP (Registrar to be notified of appointment of auditor).

The Registrar must be advised of changes including:

• Change of address of registered office (submit form 14); and
• Change of office holders (submit form 13).