South Australia: Co-operatives National Law (South Australia) Act 2013 (SA)

South Australia Co-operatives National Law (South Australia) Act 2013 An Act to make provision for a national legislative scheme relating to the formation, registration and management of co‑operatives; and for related purposes. Contents Part 1—Preliminary 1 Name of Act 3 Definitions Part 2—Application of National Law and Co-operatives National Regulations 4 Application of Co-operatives National Law 5 Amendments to Schedule to maintain national consistency 6 Application of Co-operatives National Regulations 7 Meaning of certain terms in Co-operatives National Law for purposes of this jurisdiction 8 Exclusion of legislation of this jurisdiction Part 3—Some matters referred to in Co-operatives National Law (South Australia) 9 Designated authority, designated instrument and designated tribunal (Co-operatives National Law section 4) 10 Disposal of consideration for shares compulsorily acquired (Co-operatives National Law section 436) 11 Deregistration (Co-operatives National Law section 453) 12 Costs of inquiry (Co-operatives National Law section 530) 13 Secrecy (Co-operatives National Law section 537) 14 Pecuniary penalty orders (Co-operatives National Law section 556) 15 Stamp duty (Co-operatives National Law section 620) 16 Registration fees (Co-operatives National Law section 620) Part 4—Regulations 17 Local regulations Part 5—Miscellaneous 18 Non‑application of Co-operatives National Law to housing co‑operatives and other bodies 19 Orders and other instruments published in Gazette 20 Proceedings for offences 21 Proceedings for recovery of fines or penalties under co‑operative's rules 22 Particular officials protected from liability 23 Registrar of Co‑operatives Part 6—Savings and transitional provisions 25 Definition 26 Local regulations for savings or transitional matters 27 General savings 28 Registration of co‑operatives 29 Entitlements of former members of trading co‑operatives (Co-operatives National Law Schedule 3, clause 1) 30 Entitlement to distribution from business or reserves of co‑operative 31 Minimum paid up amount of shares (Co-operatives National Law section 78(4)) 32 Personal property security interests Schedule—Co-operatives National Law Chapter 1—Preliminary Part 1—Introductory 1 Citation 2 Commencement 3 Objects Part 2—Interpretation 4 Definitions 5 Miscellaneous provisions relating to the interpretation of this Law (Schedule 4) 6 References to regulations where National Regulations are not applied 7 Corresponding co‑operatives law 8 Co‑operatives National Law Act of this jurisdiction 9 Involvement in contraventions (cf Corporations Act section 79) Part 3—The co‑operative principles 10 Co‑operative principles 11 Interpretation to promote co‑operative principles Part 4—The Corporations legislation Division 1—Exclusion of matters from the Corporations legislation 12 Excluded matter—co‑operatives and participating co‑operatives Division 2—Applied matters (applied Corporations legislation matters) 13 Applied Corporations legislation matters under this Law 14 Applied Corporations legislation matters under the National Regulations 15 Modifications to applied provisions Division 3—Prescription by National Regulations of other matters dealt with by Corporations legislation 16 National Regulations may provide for matters dealt with by Corporations legislation Chapter 2—Formation, powers and constitution of co‑operatives Part 1—Formation Division 1—Types of co‑operatives 17 Types of co‑operatives 18 Distributing co‑operatives 19 Non‑distributing co‑operatives 20 Provisions regarding Registrar's approvals about numbers Division 2—Formation meeting 21 Formation meeting 22 Requirements regarding formation meeting Division 3—Initial approval of rules and formation disclosure statement 23 Submission of draft rules and draft formation disclosure statement 24 Provisions relating to and approval of rules 25 Provisions relating to and approval of formation disclosure statement Division 4—Registration of proposed co‑operative 26 Application for registration of proposed co‑operative 27 Registration of proposed co‑operative 28 Incorporation and certificate of registration Division 5—Registration of existing corporation 29 Existing corporation can be registered 30 Formation meeting (existing corporation) 31 Application for registration of existing corporation 32 Requirements for registration 33 Certificate of registration 34 Effect of registration Division 6—Conversion of co‑operative 35 Conversion of co‑operative Division 7—General 36 Acceptance of money by proposed co‑operative 37 Issue of duplicate certificate Part 2—Legal capacity and powers Division 1—General powers 38 Effect of incorporation 39 Power to form companies and enter into joint ventures Division 2—Doctrine of ultra vires not to apply 40 Interpretation 41 Doctrine of ultra vires not to apply 42 Legal capacity 43 Rules may limit powers and set out object (cf Corporations Act section 125) Division 3—Persons having dealings with co‑operatives 44 Entitlement to make assumptions 45 Assumptions (cf Corporations Act section 129) 46 Person who knows or ought to know cannot make assumptions 47 Filing of documents not to constitute constructive knowledge 48 Effect of fraud Division 4—Execution of documents 49 Execution of documents by co‑operative (cf Corporations Act section 127) 50 Agent exercising co‑operative's power to make contracts (cf Corporations Act section 126) 51 Other requirements as to consent or sanction not affected Division 5—Pre‑registration contracts 52 Contracts before registration 53 Person may be released from liability but is not entitled to indemnity 54 This Division replaces other rights and liabilities Part 3—Rules Division 1—Rules of a co‑operative 55 Effect of rules 56 Content of rules 57 Purchase and inspection of copy of rules 58 False copies of rules 59 Rules can only be amended under this Law 60 Approval of certain rule amendments 61 Amendment by special resolution 62 Amendment by resolution of board 63 Amendment does not take effect until registered Division 2—Model rules 64 Model rules 65 Adoption of model rules 66 Relationship of this Division to Division 1 Part 4—Shares Division 1—Nature of share 67 Nature of share in co‑operative Division 2—Disclosure requirements for distributing co‑operatives 68 Registration of current disclosure statement 69 Restrictions on advertising and publicity (cf Corporations Act section 734) 70 Disclosure to intending shareholders in distributing co‑operative 71 Exemptions from disclosure statements Division 3—Compensation for defective disclosure 72 Contravention leading to right to recover for loss or damage (cf Corporations Act section 728) 73 Right to recover for loss or damage resulting from contravention (cf Corporations Act section 729) 74 Due diligence defence (cf Corporations Act section 731) 75 General defences (cf Corporations Act section 733) Division 4—Issue of shares 76 Shares—general 77 Minimum number of shares to be subscribed for 78 Minimum paid up amount 79 Shares not to be issued at a discount 80 Issue of shares at a premium 81 Joint ownership of shares 82 Members may be required to take up additional shares 83 Bonus share issues 84 Restrictions on bonus shares 85 Notice about bonus shares Division 5—Provisions applying to particular share subscriptions 86 Definition 87 Application of this Division 88 Application money to be held on trust (cf Corporations Act section 722) 89 Minimum subscription condition must be fulfilled before issue or transfer (cf Corporations Act section 723(2)) 90 Repayment of money if disclosure statement condition not met (cf Corporations Act section 724(1)(a), (1A) and (2)(a)) Division 6—Disclosure and registration of interests in shares 91 Direction to disclose (cf Corporations Act section 672A(1)) 92 Disclosure by member of relevant interests and instructions (cf Corporations Act section 672B) 93 Registration as trustee, executor or administrator on death of owner of shares 94 Registration as administrator of estate on incapacity of shareholder 95 Registration as Official Trustee in Bankruptcy 96 Liabilities of person registered as trustee or administrator 97 Notice of trusts in register of members 98 No notice of trust except as provided by this Division Division 7—Sale or transfer of shares 99 Sale or transfer of shares 100 Sale or transfer of shares to be subject to rules 101 Transfer not effective until registered Division 8—Transfer of shares and other interests on death of member 102 Meaning of interest 103 Transfer of shares and other interests on death of member 104 Transfer of small shareholdings and interests on death 105 Value of shares and interests 106 Co‑operative protected Division 9—Repurchase of shares 107 Purchase and repayment of shares 108 Deposits, debentures or CCUs instead of payment when share repurchased 109 Cancellation of shares Part 5—Membership Division 1—General 110 Becoming a member of co‑operative 111 Members of co‑operative group 112 Qualification for membership 113 Membership may be joint 114 Minors 115 Representatives of corporations 116 Notification of shareholders and shareholdings 117 Circumstances in which membership ceases—all co‑operatives 118 Additional circumstances in which membership ceases—co‑operatives with share capital 119 Carrying on business with too few members Division 2—Rights and liabilities of members 120 Rights of membership not exercisable until registered etc 121 Liability of members to co‑operative 122 Co‑operative to give information to person intending or applying to become a member 123 False copy of documents 124 Entry fees and regular subscriptions 125 Members etc may be required to deal with co‑operative 126 Fines payable by members 127 Lien and set‑off 128 Repayment of shares on expulsion or resignation Division 3—Disputes involving members 129 Grievance procedure 130 Application to designated tribunal Division 4—Oppressive conduct of affairs 131 Interpretation—extended meaning of member 132 Application of Division 133 Application for order 134 Orders 135 Basis on which orders made 136 Winding up need not be ordered if members unfairly prejudiced by order 137 Application of winding up provisions 138 Changes to rules 139 Copy of order to be filed with Registrar Division 5—Inspection of books 140 Order for inspection of books of co‑operative (cf Corporations Act section 247A) 141 Ancillary orders (cf Corporations Act section 247B) 142 Disclosure of information acquired in inspection (cf Corporations Act section 247C) 143 Co‑operative or directors may allow member to inspect books (cf Corporations Act section 247D) Part 6—Active membership Division 1—Definitions 144 Meaning of primary activity 145 Meaning of active member 146 Meaning of active membership provisions and resolutions Division 2—Active membership provisions 147 Number of primary activities required 148 Rules to contain active membership provisions 149 Factors and considerations for deciding primary activities and other matters 150 Active membership provisions—distributing co‑operatives 151 Active membership provisions—non‑distributing co‑operatives—regular subscriptions Division 3—Active membership resolutions 152 Notice of meeting 153 Eligibility to vote on active membership resolution 154 Eligibility of directors to vote on proposal at board meeting 155 Other entitlements of members not affected Division 4—Cancellation of membership of inactive members 156 Cancellation of membership of inactive member 157 Shares to be forfeited if membership cancelled 158 Failure to cancel membership—offence by director 159 Deferral of cancellation by board 160 Cancellation of membership prohibited in certain circumstances 161 Notice of intention to cancel membership 162 Order against cancellation 163 Repayment of amounts owing because of cancelled membership 164 Interest on deposits, debentures and CCUs 165 Repayment of deposits, debentures and CCUs 166 Register of cancelled memberships Division 5—Entitlements of former members of distributing co‑operatives 167 Application of Division 168 Former shareholders to be taken to be shareholders for certain purposes 169 Entitlements of former shareholders on mergers etc 170 Set‑off of amounts repaid etc on forfeited shares 171 Exemption of co‑operatives from provisions Chapter 3—Management and operation of co‑operatives Part 1—Management Division 1—The board 172 Board of directors 173 Election of directors 174 Qualification of directors 175 Meeting of board of directors 176 Transaction of business outside meetings 177 Alternate directors 178 Delegation by board 179 Removal from and vacation of office 180 Removal from office by resolution (cf Corporations Act section 203D) Division 2—Disqualification from managing co‑operatives 181 Offence for disqualified person to manage co‑operative 182 Automatic disqualification for offences 183 Extension of period of automatic disqualification (cf Corporations Act section 206BA) 184 Court's power of disqualification—contravention of civil penalty provision (cf Corporations Act section 206C) 185 Court's power of disqualification—insolvency and non‑payment of debts (cf Corporations Act section 206D) 186 Court's power of disqualification—repeated contraventions of Law (cf Corporations Act section 206E) 187 Registrar's power of disqualification (cf Corporations Act section 206F(1)—4)) 188 Registrar's power to give permission (cf Corporations Act section 206F(5)) 189 Court's power to grant leave (cf Corporations Act section 206G) Division 3—Secretary 190 Secretary 191 Responsibility of secretary (cf Corporations Act section 188) Division 4—Duties and liabilities of directors, officers and employees 192 Care and diligence—civil obligation only (cf Corporations Act section 180) 193 Good faith—civil obligations (cf Corporations Act section 181) 194 Use of position—civil obligations(cf Corporations Act section 182) 195 Use of information—civil obligations (cf Corporations Act section 183) 196 Good faith, use of position and use of information—criminal offences (cf Corporations Act section 184) 197 Interaction of preceding sections with other laws (cf Corporations Act section 185) 198 Indemnification and exemption of officer or auditor 199 Insurance premiums for certain liabilities of director, secretary, other officer or auditor (cf Corporations Act section 199B) 200 Certain indemnities, exemptions, payments and agreements not authorised and certain documents void (cf Corporations Act section 199C) 201 Application of Corporations Act—offences by officers of co‑operatives 202 Application of Corporations Act—employee entitlements 203 Directors' remuneration 204 Certain financial accommodation to officers prohibited 205 Financial accommodation to directors and associates 206 Restriction on directors of certain co‑operatives selling land to co‑operative 207 Management contracts Division 5—Declaration of interests 208 Declaration of interest 209 Declarations to be recorded in minutes 210 Division does not affect other laws or rules 211 Certain interests need not be declared Division 6—Co‑operative's registers, books and returns 212 Registers to be kept by co‑operatives 213 Location of registers 214 Inspection of co‑operative's registers and other documents 215 Use of information on registers 216 Notice of appointment or cessation of appointment of directors and officers to be lodged with Registrar 217 List of members to be lodged with Registrar at request of Registrar 218 Reports to be lodged with Registrar concerning prescribed particulars 219 Special return to be lodged at request of Registrar Division 7—Name and registered office 220 Name to include certain matter 221 Exception to requirement for using Limited in name 222 Use of abbreviations 223 Name to appear on seals, publications and business documents 224 Change of name of co‑operative 225 Restriction on use of word co‑operative or similar words 226 Registered office of co‑operative Part 2—Voting and meetings Division 1—Voting entitlements 227 Application of Part to voting 228 Voting 229 Voting by proxy 230 Inactive members not entitled to vote 231 Control of right to vote 232 Effect of disposal of shares on voting rights 233 Effect of relevant share and voting interests on voting rights 234 Rights of representatives to vote 235 Other rights and duties of members not affected by ineligibility to vote 236 Vote of disentitled member to be disregarded Division 2—Resolutions 237 Decisions to be by ordinary resolution 238 Ordinary resolutions 239 Special resolutions 240 How majority is ascertained 241 Declaration of passing of special resolution 242 Effect of special resolution 243 Registration of special resolution 244 Decision of Registrar on application to register special resolution Division 3—Resolution by circulated document 245 Application of Division 246 Resolution by circulation of document—fewer than 50 members Division 4—Postal ballots 247 Postal ballots 248 Special postal ballots 249 When special postal ballot is required 250 Holding of postal ballot on requisition 251 Expenses involved in postal ballots on requisition Division 5—Meetings 252 Annual general meetings (cf Corporations Act section 250N) 253 Special general meetings 254 Notice of meetings 255 Quorum at meetings 256 Decision at meetings 257 Calling of general meeting on requisition 258 Minutes 259 Auditor entitled to notice and other communications (cf Corporations Act section 249K) 260 Auditor's right to be heard at general meetings (cf Corporations Act section 249V) 261 Questions and comments by members on co‑operative management at annual general meeting (cf Corporations Act section 250S) 262 Questions by members of auditors at annual general meeting (cf Corporations Act section 250T) Part 3—Financial reports and audit Division 1—Preliminary 263 Interpretation 264 General modifications to applied provisions of Chapter 2M of Corporations Act Division 2—Financial records 265 Obligation to keep financial records (cf Corporations Act section 286) 266 Language requirements (cf Corporations Act section 287) 267 Physical format (cf Corporations Act section 288) 268 Place where records are kept (cf Corporations Act section 289) 269 Director access (cf Corporations Act section 290) Division 3—Annual financial reports and directors' reports generally 270 Who has to prepare annual financial reports and directors' reports 271 Small co‑operative—direction by members (cf Corporations Act section 293 and section 315(2)) 272 Small co‑operative—direction by Registrar (cf Corporations Act section 294) Division 4—Annual financial reports 273 Contents of annual financial report (cf Corporations Act section 295) 274 Compliance with accounting standards and regulations (cf Corporations Act section 296) 275 True and fair view (cf Corporations Act section 297) 276 Audit of annual financial report 277 Application of Corporations Act—co‑operatives with quoted securities—declaration about financial statements by certain officers Division 5—Annual directors' reports 278 Annual directors' report (cf Corporations Act section 298) 279 Annual directors' report—general information (cf Corporations Act section 299) 280 Annual directors' report—specific information 281 Application of Corporations Act—co‑operatives with quoted securities—additional information to be provided in directors' annual report Division 6—Half‑year financial report and directors' report 282 Application of Corporations Act—co‑operatives that are disclosing entities—half‑year financial reports and directors' reports Division 7—Audit and auditor's report 283 Application of Corporations Act—audit and auditor's report Division 8—Annual financial reporting to members 284 Annual financial reporting to members 285 Deadline for reporting to members 286 Member's choices for annual financial information 287 Consideration of reports at annual general meeting (cf Corporations Act section 317) 288 Application of Corporations Act—additional reporting by debenture issuers Division 9—Lodging reports and returns with Registrar 289 Lodgment of annual reports by large co‑operatives with Registrar (cf Corporations Act section 319) 290 Lodgment of half‑year reports with Registrar (cf Corporations Act section 320) 291 Registrar's power to require lodgment (cf Corporations Act section 321) 292 Relodgment if financial statements or directors' reports amended after lodgment (cf Corporations Act section 322) 293 Lodgment by small co‑operatives of annual returns with Registrar Division 10—Special provisions about consolidated financial statements 294 Application of Corporations Act—special provisions about consolidated statements Division 11—Financial years and half‑years 295 Financial year (cf Corporations Act section 323D) 296 Half‑year (cf Corporations Act section 323D(5)) Division 12—Auditors Subdivision 1—General provisions relating to auditors 297 Application of Corporations Act—auditors Subdivision 2—Appointment of auditors 298 Appointment of auditor of small co‑operative (cf Corporations Act section 325) 299 Initial appointment of auditor of large co‑operative (cf Corporations Act section 327A) 300 Annual appointment at annual general meeting of auditor of large co‑operative to fill vacancy 301 Appointment by directors or annual general meeting of auditor of large co‑operative to fill casual vacancy (cf Corporations Act section 327C) 302 Appointment to replace auditor removed from office (cf Corporations Act section 327D) 303 Registrar to be notified of appointment of auditor 304 Registrar may appoint auditor if auditor removed but not replaced (cf Corporations Act section 327E) 305 Registrar's general power to appoint auditor of large co‑operative (cf Corporations Act section 327F) 306 Restrictions on Registrar's powers to appoint auditor of large co‑operative (cf Corporations Act section 327G) 307 Remaining auditors may act during vacancy (cf Corporations Act section 327I) 308 Nomination of auditor (cf Corporations Act section 328B) 309 Auditor's consent to appointment (cf Corporations Act section 328A) Subdivision 3—Removal and resignation of auditors 310 Removal and resignation of auditors (cf Corporations Act section 329) 311 Effect of winding up on office of auditor (cf Corporations Act section 330) Subdivision 4—Auditors' fees and expenses 312 Fees and expenses of auditors (cf Corporations Act section 331) Subdivision 5—Protection of auditors 313 Protection of auditors Division 13—Accounting and auditing standards 314 Accounting and auditing standards 315 Interpretation of accounting and auditing standards (cf Corporations Act section 337) Division 14—Exemptions and modifications 316 Exemptions—individual co‑operatives (cf Corporations Act section 340) 317 Exemptions—classes of co‑operatives (cf Corporations Act section 341) 318 Exemptions—criteria for exemptions for individual co‑operatives or classes of co‑operatives (cf Corporations Act section 342) 319 Exemptions—non‑auditor members and former members of audit firms, and former employees of audit companies (cf Corporations Act section 342AA) 320 Exemptions—classes of non‑auditor members etc (cf Corporations Act section 342AB) 321 Exemptions—criteria for exemptions for non‑auditor members etc (cf Corporations Act section 342AC) 322 Exemptions from National Regulations 323 Registrar's power to modify the operation of section 324DA of Corporations Act (cf Corporations Act section 342A) 324 Auditor to notify co‑operative of declaration (cf Corporations Act section 342B) 325 Modification by National Regulations (cf Corporations Act section 343) 326 Amendment, suspension or revocation of exemption Division 15—Miscellaneous 327 Disclosure by directors 328 Contravention by directors of provisions of this Part (cf Corporations Act section 344) 329 Submission of financial reports to Financial Reporting Panel 330 Notification of ASIC by Registrar of certain matters relating to auditor independence Part 4—Funds and property Division 1—Power to raise money 331 Meaning of obtaining of financial accommodation 332 Fundraising to be in accordance with National Regulations 333 Limits on deposit taking 334 Members and other persons not required to see to application of money 335 Registrar's directions about obtaining financial accommodation 336 Subordinated debt 337 Application of Corporations Act—issues of debentures 338 Disclosure statement 339 Restrictions on advertising and publicity 340 Application money to be held on trust (cf Corporations Act section 722) 341 Approval of board for transfer of debentures 342 Application of Corporations Act—reissue of redeemed debentures 343 Compulsory loan by member to co‑operative 344 Interest payable on compulsory loan Division 2—Co‑operative capital units (CCUs) 345 General nature of CCU 346 Priority of CCUs on winding up 347 Financial accommodation provisions apply to issue of CCUs 348 CCUs can be issued to non‑members 349 Minimum requirements for rules concerning CCUs 350 CCUs not to be issued unless terms of issue approved by Registrar 351 Directors' duties concerning CCUs 352 Redemption of CCUs 353 Capital redemption reserve 354 Issue of shares in substitution for redemption Division 3—Disposal of surplus from activities 355 Retention of surplus for benefit of co‑operative 356 Application for charitable purposes or approved activities 357 Distribution of surplus or reserves to members 358 Application of surplus to other persons Division 4—Acquisition and disposal of assets 359 Acquisition and disposal of assets Part 5—Restrictions on acquisition of interests in co‑operatives Division 1—Restrictions on share and voting interests 360 Notice required to be given of voting interest 361 Notice required to be given of substantial share interest 362 Requirements for notices 363 Maximum permissible level of share interest 364 Shares to be forfeited to remedy contravention 365 Powers of board in response to suspected contravention 366 Powers of Supreme Court about contravention 367 Co‑operative to inform Registrar of interest over 20% 368 Co‑operative to keep register 369 Unlisted companies to provide list of shareholders etc 370 Excess share interest not to affect loan liability 371 Extent of operation of this Division 372 Exemptions Division 2—Restrictions on certain share offers 373 Share offers to which this Division applies 374 Requirements to be satisfied before offer can be made 375 Some offers totally prohibited if they discriminate 376 Offers to be submitted to board first 377 Announcements of proposed takeovers about proposed company 378 Additional disclosure requirements for offers involving conversion to company 379 Consequences of prohibited offer 380 Exemptions Chapter 4—Structural and other events for co‑operatives Part 1—Appointment of administrator Division 1—Introductory 381 Operation of this Part Division 2—Administration under Corporations Act 382 Application of Corporations Act—administration of co‑operative 383 Appointment of administrator by Registrar in the case of insolvency Division 3—Administration—alternative procedure 384 Operation of this Division 385 Appointment of administrator by Registrar 386 Effect of appointment of administrator 387 Revocation of appointment 388 Expenses of administration 389 Liabilities arising from administration 390 Additional powers of Registrar 391 Stay of proceedings 392 Administrator to report to Registrar Part 2—Receivers and other controllers of property 393 Application of Corporations Act—receivers and other controllers of property of co‑operatives Part 3—Mergers and transfers of engagements Division 1—Merger or transfer of engagements 394 Application of this Division 395 Mergers and transfers of engagements of local co‑operatives 396 Requirements before application can be made 397 Disclosure statement required 398 Making an application 399 Approval of merger 400 Approval of transfer of engagements 401 Transfer of engagements by direction of Registrar Division 2—Transfer of incorporation 402 Meaning of new body and transfer 403 Application for transfer 404 Requirements before application can be made 405 New body ceases to be registered as co‑operative 406 Transfer not to impose greater liability etc 407 Effect of new certificate 408 Copy of new certificate to be given to Registrar 409 New body is a continuation of the co‑operative Division 3—Effect of merger or transfer on assets and liabilities 410 How this Division applies to a merger 411 How this Division applies to a transfer of engagements 412 How this Division applies to a transfer of incorporation 413 Effect of merger or transfer on assets and liabilities Part 4—Compromises and arrangements Division 1—General requirements 414 Requirements for binding compromise or arrangement 415 Court ordered meeting of creditors 416 Registrar to be given notice and opportunity to make submissions 417 Results of 2 or more meetings 418 Persons disqualified from administering compromise or arrangement 419 Application of Corporations Act to person appointed to administer compromise or arrangement 420 Application of Corporations Act—person appointed to administer compromise or arrangement 421 Copy of order to be attached to rules 422 Directors to arrange for reports 423 Power of Court to restrain further proceedings 424 Court need not approve compromise or arrangement takeovers 425 Provisions for facilitating reconstructions and mergers 426 Costs for Registrar Division 2—Explanatory statements 427 Explanatory statement required to accompany notice of meeting etc 428 Requirements for explanatory statement 429 Contravention of this Division—offence by co‑operative Division 3—Acquisition of shares of dissenting shareholders 430 Definitions 431 Schemes and contracts to which this Division applies 432 Acquisition of shares pursuant to notice to dissenting shareholder 433 Restrictions when excluded shares are more than 10% 434 Remaining shareholders may require acquisition 435 Transfer of shares pursuant to compulsory acquisition 436 Disposal of consideration for shares compulsorily acquired Division 4—Miscellaneous 437 Notification of appointment of scheme manager 438 Power of Supreme Court to require reports 439 Effect of out‑of‑jurisdiction compromise or arrangement 440 Jurisdiction to be exercised in harmony with Corporations Act jurisdiction 441 Registrar may appear and be heard Part 5—Winding up 442 Methods of winding up 443 Winding up on Registrar's certificate 444 Application of Corporations Act—voluntary winding up and court‑ordered winding up 445 Voluntary winding up—restrictions 446 Voluntary winding up—start of members' voluntary winding up 447 Voluntary winding up—liquidator vacancy may be filled by Registrar 448 Distribution of surplus—non‑distributing co‑operatives 449 Review of liquidator's remuneration 450 Liability of member to contribute in a winding up if shares forfeited etc Part 6—Insolvency 451 Application of Corporations Act—insolvent co‑operatives Part 7—Deregistration 452 Method of deregistration 453 Application of Corporations Act—deregistration 454 Deregistration of co‑operative ceasing to exist Part 8—Grounds for certain actions 455 Grounds for appointment of administrator, transfer of engagements or winding up of co‑operative Chapter 5—Participating co‑operatives Part 1—Introductory 456 What constitutes carrying on business Part 2—Participating co‑operatives carrying on business in this jurisdiction 457 Operation of participating co‑operatives in this jurisdiction 458 Authorisation to carry on business in this jurisdiction 459 Authorisation to carry on business in this jurisdiction is subject to conditions and restrictions of participating jurisdiction 460 Ceasing to be authorised to carry on business in this jurisdiction 461 Withdrawal of authorisation to carry on business 462 Name of participating co‑operative 463 Application of Law and National Regulations to participating co‑operatives Part 3—General 464 False copies of rules 465 False copy of documents 466 Restrictions on advertising and publicity—shares (cf Corporations Act section 734) 467 Restrictions on advertising and publicity—debentures or CCUs 468 Registrar's directions about obtaining financial accommodation 469 Name and place of origin to appear on business and other documents Part 4—Winding up of participating co‑operatives in this jurisdiction 470 Winding up to relate to activities in this jurisdiction 471 Supreme Court may order winding up 472 Application of Corporations Act—winding up of participating co‑operatives in this jurisdiction 473 Outstanding property of participating co‑operative Part 5—Mergers and transfers of engagements affecting participating co‑operatives 474 Definitions 475 Authority for merger or transfer of engagements 476 Requirements before application can be made 477 Disclosure statement required 478 Making an application 479 Approval of merger 480 Approval of transfer of engagements 481 Effect of merger or transfer of engagements 482 Part applies instead of certain other provisions of this Law Chapter 6—Supervision and protection of co‑operatives Part 1—Introductory 483 Application of Chapter Part 2—Prevention of fraud and other activities 484 Falsification of books 485 Fraud or misappropriation 486 Offering or paying commission 487 Accepting commission 488 False statements in loan application etc Part 3—Examining a person about a co‑operative 489 Application of Corporations Act—court‑directed examinations Part 4—Supervision and inspection 490 Definitions 491 Co‑operative includes subsidiaries, participating co‑operatives and co‑operative ventures 492 Appointment of inspectors 493 Registrar and investigators have functions of inspectors 494 Inspector's identity card 495 Production or display of inspector's identity card 496 Powers of inspector 497 Inspector's appointment conditions 498 Entry of place 499 Consent to entry 500 Inspectors may require certain persons to appear, answer questions and produce documents 501 Powers of inspectors at place entered 502 Functions of inspectors in relation to relevant documents 503 Protection from incrimination 504 Warrants 505 Warrants—applications made otherwise than in person 506 Requirements before executing warrant 507 General powers after entering places 508 Power to seize evidence 509 Receipt for seized things 510 Return of seized things 511 Power to require name and address 512 False or misleading statements 513 Power to require production of documents 514 False or misleading documents 515 Obstruction of inspectors 516 Copies or extracts of records to be admitted in evidence 517 Privilege 518 Machinery and other provisions for warrants Part 5—Inquiries 519 Definitions 520 Appointment of investigators 521 Powers of investigators 522 Examination of involved person 523 Privilege 524 Offences by involved person 525 Offences relating to documents 526 Record of examination 527 Report of investigator 528 Proceedings following inquiry 529 Admission of investigator's report as evidence 530 Costs of inquiry Part 6—Special meetings and inquiries 531 Application for special meeting or inquiry 532 Holding of special meeting 533 Expenses of special meeting or inquiry 534 Power to hold special inquiry into co‑operative 535 Special meeting following inquiry Chapter 7—Legal proceedings and other matters Part 1—Offences, enforcement and remedies 536 Notice to be given of conviction for offence 537 Secrecy 538 False or misleading statements 539 Further offence for failure to do required act 540 Civil remedies 541 Order against person concerned with co‑operative (cf Corporations Act section 598) 542 Injunctions 543 Undertakings 544 Offence for contravention of undertaking 545 Enforcement order on application with consent of person giving undertaking 546 Enforcement orders after contravention of undertaking 547 Copy of undertaking 548 Registration of undertakings 549 Double jeopardy 550 Strict liability 551 Time limit for starting proceedings for offence 552 Authorisation to start proceedings for offence Part 2—Civil consequences of contravening civil penalty provisions 553 Definitions (cf Corporations Act section 1317DA) 554 Declarations of contravention (cf Corporations Act section 1317E) 555 Declaration of contravention is conclusive evidence (cf Corporations Act section 1317F) 556 Pecuniary penalty orders (cf Corporations Act section 1317G) 557 Compensation orders (cf Corporations Act section 1317H) 558 Who may apply for a declaration or order (cf Corporations Act section 1317J) 559 Time limit for application for a declaration or order (cf Corporations Act section 1317K) 560 Civil evidence and procedure rules for declarations of contravention and civil penalty orders (cf Corporations Act section 1317L) 561 Civil proceedings after criminal proceedings (cf Corporations Act section 317M) 562 Criminal proceedings during civil proceedings (cf Corporations Act section 1317N) 563 Criminal proceedings after civil proceedings (cf Corporations Act section 1317P) 564 Evidence given in proceedings for penalty not admissible in criminal proceedings (cf Corporations Act section 1317Q) 565 Relief from liability for contravention of civil penalty provision (cf Corporations Act section 1317S) 566 Power to grant relief (cf Corporations Act section 1318) 567 Irregularities (cf Corporations Act section 1322) 568 Civil proceedings not to be stayed (cf Corporations Act section 1331) 569 Standard of proof (cf Corporations Act section 1332) Part 3—Appeals and review 570 Operation of Part—appeal includes review 571 Appeal against refusal to approve draft rules 572 Appeal against refusal to approve disclosure statement 573 Appeal against refusal to register co‑operative 574 Appeal against refusal to approve amendment of rules 575 Appeal against refusal to register amendment 576 Appeal against decision of Registrar about remuneration of liquidator 577 Appeal against notice that participating co‑operative not authorised to carry on business in this jurisdiction 578 Provisions relating to appeals Part 4—Proceedings in relation to co‑operatives 579 Bringing, or intervening in, proceedings on behalf of co‑operative 580 Applying for and granting leave 581 Substitution of another person for the person granted leave 582 Effect of ratification by members (cf Corporations Act section 239) 583 Leave to discontinue, compromise or settle proceedings brought, or intervened in, with leave (cf Corporations Act section 240) 584 General powers of Supreme Court 585 Power of Supreme Court to make costs orders (cf Corporations Act section 242) 586 Power of Registrar to intervene in proceedings Part 5—Evidentiary matters 587 Certificate of registration 588 Certificate evidence 589 Records kept by co‑operatives 590 Minutes 591 Official certificates 592 The Registrar and proceedings 593 Rules 594 Co‑operative's registers Chapter 8—General Part 1—Administrative and other matters 595 Registrar of Co‑operatives and other officials 596 Registrar's functions 597 Functions conferred on Registrar under corresponding co‑operatives laws 598 Delegation by Registrar 599 Register of co‑operatives 600 Keeping of register of co‑operatives 601 Inspection of register of co‑operatives 602 Retention of records by Registrar 603 Disposal of records by Registrar 604 Filing of documents 605 Way of filing 606 Power of Registrar to refuse to register or reject documents 607 Approvals by Registrar 608 Information and evidence 609 Extension or shortening of time Part 2—Service of documents 610 Service of documents on co‑operative or participating co‑operative 611 Service on member of co‑operative Part 3—Co‑operatives National Regulations 612 Power to make Co‑operatives National Regulations 613 National Regulations for savings or transitional matters 614 Publication and commencement of National Regulations Part 4—Miscellaneous 615 Disclosure statements 616 Supply of information between jurisdictions 617 Supply of information under reciprocal arrangements 618 Translations of documents 619 Qualified privilege 620 Stamp duty and registration fees 621 Procedures regarding giving of exemptions 622 Approval of forms 623 Exclusion of bodies 624 Savings and transitional provisions Schedule 1—Matters for which rules of co‑operative must make provision 1 Requirements for all co‑operatives 2 Additional matters—co‑operatives with share capital 3 Additional matters—non‑distributing co‑operatives Schedule 2—Relevant interests, associates, and related corporations Part 1—Relevant interests 1 Terminology used in this Part 2 Basic rules—relevant interests 3 Control of corporation having power in relation to a share 4 Control of 20% of voting power in corporation having power in relation to a share 5 Deemed relevant interest in advance of performance of agreement that will give rise to a relevant interest 6 Control of corporation having a relevant interest by virtue of clause 5 7 Matters not affecting application of Part 8 Corporation may have a relevant interest in its own shares 9 Exclusions—money‑lenders 10 Exclusions—certain trustees 11 Exclusions—instructions to securities dealer to dispose of share 12 Exclusions—honorary proxies 13 Exclusions—holders of prescribed offices 14 Prescribed exclusions 15 Effect of Schedule 16 Relevant interest—corporation other than co‑operative Part 2—Associates 17 Effect of Part 18 Associates of a corporation 19 Matters relating to voting rights 20 General 21 Exclusions Part 3—Related corporations 22 Related corporations Schedule 3—Savings and transitional provisions 1 Entitlements of former members of trading or distributing co‑operatives 2 Application of Chapter 5 to existing registered foreign co‑operatives not incorporated under corresponding law 3 Maximum permissible level of share interest 4 Receivers of property Schedule 4—Miscellaneous provisions relating to interpretation Part 1—Preliminary 1 Displacement of Schedule by contrary intention Part 2—General 2 Law to be construed not to exceed legislative power of Legislature 3 Every section to be a substantive enactment 4 Material that is, and is not, part of this Law 5 References to particular Acts and to enactments 6 References taken to be included in Law or Act citation etc 7 Interpretation best achieving Law's purpose or object 8 Use of extrinsic material in interpretation 9 Effect of change of drafting practice 10 Use of examples 11 Compliance with forms Part 3—Terms and references 12 Definitions 13 Provisions relating to defined terms and gender and number 14 Meaning of may and must etc 15 Words and expressions used in statutory instruments 16 Effect of express references to bodies corporate and individuals 17 Production of records kept in computers etc 18 References to this jurisdiction to be implied 19 References to officers and holders of offices 20 Reference to certain provisions of Law 21 Reference to provisions of this Law or an Act is inclusive Part 4—Functions 22 Exercise of statutory functions 23 Power to make instrument or decision includes power to amend or repeal 24 Matters for which statutory instruments may make provision 25 Presumption of validity and power to make statutory instrument 26 Appointments may be made by name or office 27 Acting appointments 28 Powers of appointment imply certain incidental powers 29 Delegations 30 Exercise of powers between enactment and commencement Part 5—Distance, time and age 31 Matters relating to distance, time and age Part 6—Effect of repeal, amendment or expiration 32 Time of Law ceasing to have effect 33 Repealed Law provisions not revived 34 Saving of operation of repealed Law provisions 35 Continuance of repealed provisions 36 Law and amending Acts to be read as one Part 7—Instruments under this Law 37 Schedule applies to statutory instruments Part 8—Application to coastal sea 38 Application Part 9—Offences under this Law 39 Penalty at foot of provision 40 Penalty other than at foot of provision Legislative history The Parliament of South Australia enacts as follows: Part 1—Preliminary 1—Name of Act This Act is the Co-operatives National Law (South Australia) Act 2013. 3—Definitions (1) For the purposes of this Act, the local application provisions of this Act are the provisions of this Act other than the South Australian Co-operatives National Law text. (2) In the local application provisions of this Act— Co-operatives National Law (South Australia) means the provisions applying in relation to this jurisdiction because of section 4; Co-operatives National Regulations or National Regulations means the Co-operatives National Regulations made under the Co-operatives National Law; Co-operatives National Regulations (South Australia) means the provisions applying in relation to this jurisdiction because of section 6; instrument includes a document; local regulations means regulations made under section 16, but does not include the Co-operatives National Regulations and the Co-operatives National Regulations (South Australia); South Australian Co-operatives National Law text means the Co-operatives National Law set out in the Schedule (as in force for the time being); this jurisdiction means the State of South Australia. (3) Terms used in the local application provisions of this Act and also in the South Australian Co‑operatives National Law text have the same meanings in those provisions as they have in that text. Part 2—Application of National Law and Co-operatives National Regulations 4—Application of Co-operatives National Law The South Australian Co-operatives National Law text— (a) applies as a law of South Australia; and (b) as so applying may be referred to as the Co-operatives National Law (South Australia); and (c) so applies as if it were an Act. 5—Amendments to Schedule to maintain national consistency (1) If— (a) the Parliament of New South Wales enacts an amendment to the Co-operatives National Law set out in the Appendix to the Co-operatives (Adoption of National Law) Act 2012 of New South Wales; and (b) the Governor is satisfied that an amendment that corresponds, or substantially corresponds, to the amendment made by the Parliament of New South Wales should be made to the Co-operatives National Law (South Australia), the Governor may, by regulation, amend the South Australian Co‑operatives National Law text. (2) The Governor may, as part of a regulation made under subsection (1), make any additional provisions (including so as to modify the terms of an amendment that has been made to the Co-operatives National Law by the Parliament of New South Wales or to provide for related or transitional matters) considered by the Governor to be necessary to ensure that the amendment to the Co-operatives National Law has proper effect in South Australia. (3) A regulation made under this section may, if the regulation so provides, take effect from the day of the commencement of an amendment to the Co-operatives National Law made by the Parliament of New South Wales (including a day that is earlier than the day of the regulation's publication in the Gazette). 6—Application of Co-operatives National Regulations (1) The Co-operatives National Regulations, as in force from time to time— (a) apply as National Regulations in force for the purposes of the Co-operatives National Law (South Australia), subject to modifications by the local regulations; and (b) as so applying may be referred to as the Co-operatives National Regulations (South Australia). (2) The Minister is to make arrangements for the tabling of a regulation made under the Co-operatives National Law in both Houses of Parliament. (3) The Minister must, after a regulation is tabled in each House of Parliament under subsection (2), forward a copy of the regulation to the Legislative Review Committee of the Parliament for inquiry and report. (4) A regulation made under the Co-operatives National Law may be disallowed by a House of Parliament in the same way, and within the same period, that a regulation made under an Act of this jurisdiction may be disallowed. (5) If a regulation is disallowed under this section, the disallowance will have effect in this State despite any provision in the Co-operatives National Law. 7—Meaning of certain terms in Co-operatives National Law for purposes of this jurisdiction (1) In the Co-operatives National Law (South Australia)— police officer means a member of S.A. Police under the Police Act 1998; public sector official means a public sector employee under the Public Sector Act 2009; Registrar means the Corporate Affairs Commission, which is designated by section 23 as the Registrar of Co‑operatives; this jurisdiction means the State of South Australia. (2) A reference in section 537(4)(b) of the Co-operatives National Law (South Australia) to the Registrar will be taken to include a reference to an officer of the Corporate Affairs Commission. 8—Exclusion of legislation of this jurisdiction The Acts Interpretation Act 1915 does not apply to the Co-operatives National Law (South Australia), the Co-operatives National Regulations (South Australia), the Co-operatives National Regulations or other instruments (excluding local regulations) made under that Law. Part 3—Some matters referred to in Co-operatives National Law (South Australia) 9—Designated authority, designated instrument and designated tribunal (Co-operatives National Law section 4) (1) With respect to the definition of designated authority in the Co-operatives National Law (South Australia)— (a) the Registrar is specified for the purposes of sections 15, 601 and 622 of that Law; and (b) the Corporate Affairs Commission is specified for the purposes of sections 492, 494 and 520 of that Law; and (c) a magistrate is specified for the purposes of sections 504 and 505 of that Law. (2) With respect to the definition of designated instrument in the Co-operatives National Law (South Australia)— (a) an order in writing in the approved form is specified for the purposes of the provisions of that Law referred to in Column 2 of the table to this subsection and for the person or class (if any) or in the circumstances (if any) specified in that Column; and (b) a Gazette notice in the approved form is specified for the purposes of the provisions of that Law referred to in Column 3 of the table to this subsection and for the person or class (if any) or in the circumstances (if any) specified in that Column; and (c) a written notice in the approved form is specified for the purposes of section 443(5) of that Law. Table Column 1|Column 2|Column 3| Item|Designated instrument is an order in writing|Designated instrument is a Gazette notice| 1||Section 33(1) (certificate of registration)| 2|Section 35(5)(a) (exemption from special postal ballot for amendment of rules for conversion)—for individual co‑operative|Section 35(5)(b) (exemption from special postal ballot for amendment of rules for conversion)—for class of co‑operatives| 3||Section 60(2) (specifying rule amendments requiring prior approval by Registrar)| 4|Section 71(1) (exemption from requirements of Chapter 2 Part 4 Division 2)—for individual co‑operative|Section 71(1) (exemption from requirements of Chapter 2 Part 4 Division 2)—for class of co‑operatives| 5|Section 92(6) (exemption from complying with disclosure direction)|| 6|Section 171(1) (exemption from requirements of Chapter 2 Part 6 Division 5)—for individual co‑operative|Section 171(1) (exemption from requirements of Chapter 2 Part 6 Division 5)—for class of co‑operatives| 7||Section 221(1) (approval of omission of "Limited" or "Ltd" from name)| 8|Section 226(6) (exemption from requirement to display location notice)—for individual small co‑operative|Section 226(6) (exemption from requirement to display location notice)—for class of or all small co‑operatives)| 9|Section 316(1) (exemption for individual co‑operative from accounting and auditing provisions)|| 10||Section 317(1) (exemption for class of co‑operatives from accounting and auditing provisions)| 11||Section 319(1) (exemption for non‑auditor members and former members of audit firms, and former employees of audit companies from accounting and auditing provisions)| 12||Section 320(1) (exemption for classes of non‑auditor members etc from accounting and auditing provisions)| 13||Section 322(1) (exemption from National Regulations made under Chapter 3 Part 3)| 14|Section 338(6) (exemption from compliance with section 338)—for individual co‑operative|Section 338(6) (exemption from compliance with section 338)—for class of co‑operatives| 15|Section 343(10) (exemption from compliance with section 343)—for individual co‑operative|Section 343(10) (exemption from compliance with section 343)—for class of co‑operatives| 16|Section 359(3) (exemption from compliance with section 359 or 248)|| 17|Section 363(2) (stating maximum greater than 20% of nominal value of issued share capital)—for individual co‑operative|Section 363(2) (stating maximum greater than 20% of nominal value of issued share capital)—for class of co‑operatives| 18||Section 372(1) (exemption of person or class of persons from the operation of Chapter 3 Part 5 Division 1)| 19|Section 380(1) (exemption from compliance with Chapter 3 Part 5 Division 2 or section 248)|| 20|Section 397(4) (exemption from compliance with section 397)|| 21||Section 401(7) (notification by Registrar of date of effect of transfer of engagements between co‑operatives)| 22|Section 404(4) (exemption from compliance with section 404 or 248)|| 23|Section 445(3) (exemption from compliance with 445 or 248)—for individual co‑operative|Section 445(3) (exemption from compliance with 445 or 248)—for class of co‑operatives| 24|Section 607(3) (Registrar's approval)—for individual co‑operative or person|Section 607(3) (Registrar's approval)—for class of co‑operatives or persons| (3) The following provisions have effect with respect to the definition of designated tribunal in the Co-operatives National Law (South Australia): (a) the Supreme Court is specified for the purposes of the provisions of that Law in which the term is used, except Chapter 7 Part 3 of that Law; (b) the South Australian Civil and Administrative Tribunal established under the South Australian Civil and Administrative Tribunal Act 2013 is specified for the purposes of Chapter 7 Part 3 of that Law. (4) In conjunction with the operation of subsection (3)(b)— (a) a reference in Chapter 7 Part 3 of the Co-operatives National Law (South Australia) to making an appeal will be taken to be a reference to applying to the South Australian Civil and Administrative Tribunal under section 34 of the South Australian Civil and Administrative Tribunal Act 2013 for review of the relevant decision; and (b) an application for review must be made within the time prescribed by the local regulations. 10—Disposal of consideration for shares compulsorily acquired (Co-operatives National Law section 436) For the purposes of section 436(3)(b)(i) of the Co-operatives National Law (South Australia)— (a) the applied provisions of the Corporations Act are to be read as if the following provision were inserted in Part 9.7 before section 1339: 1338D—Co‑operatives Liquidation Account (1) The Co‑operatives Liquidation Account established under Division 3 of Part 6 of the Co-operatives Act 1983 of South Australia continues in existence under this Part. (2) The Account must continue to be kept in a separate account at the Treasury.; and (b) references in section 1339 of the Corporations Act to crediting an amount to the Companies and Unclaimed Moneys Special Account are to be read as references to the Co‑operatives Liquidation Account; and (c) section 1339 of the Corporations Act applies as if the following subsection were inserted after subsection (2): (3) Money in the Co‑operatives Liquidation Account that is not immediately required for the payment of claims under section 1341 may be invested by the Treasurer on such terms and conditions as the Treasurer thinks fit with a prescribed person or body. (4) The Treasurer must pay income derived from the investment of money in the Co‑operatives Liquidation Account into the Consolidated Account.; and (d) section 1341 of the Corporations Act applies as if— (i) a reference to the Consolidation Revenue Fund of the Commonwealth were a reference to the Consolidated Account of the State; and (ii) a reference to the Court were a reference to the District Court of South Australia. 11—Deregistration (Co-operatives National Law section 453) (1) For the purposes of section 453(d) of the Co-operatives National Law (South Australia), references in sections 601AD—601AF of the Corporations Act to the Commonwealth are to be read as references to the State of South Australia. (2) For the purposes of section 453(e) of the Co-operatives National Law (South Australia), references in section 601AE of the Corporations Act to crediting an amount to a Special Account (within the meaning of the Financial Management and Accountability Act 1997 of the Commonwealth) are to be read as references to crediting the amount to an account established or approved by the Treasurer. 12—Costs of inquiry (Co-operatives National Law section 530) For the purposes of section 530(3)(b) of the Co-operatives National Law (South Australia), the prescribed entity is the Corporate Affairs Commission. 13—Secrecy (Co-operatives National Law section 537) (1) For the purposes of section 537(4)(c) of the Co-operatives National Law (South Australia), information may be divulged to— (a) the Treasurer; or (b) the Commissioner of State Taxation; or (c) the Auditor‑General; or (d) a person prescribed by the local regulations. (2) For the purposes of the definition of former Act in section 537(6) of the Co-operatives National Law (South Australia), the Co-operatives Act 1997 is specified. 14—Pecuniary penalty orders (Co-operatives National Law section 556) (1) For the purposes of section 556(2) of the Co-operatives National Law (South Australia), a pecuniary penalty ordered to be paid in this jurisdiction is to be paid and treated in accordance with this section. (2) The penalty is a civil debt payable to the Corporate Affairs Commission on behalf of the State. (3) The Corporate Affairs Commission or the State may enforce the order as if it were an order made in civil proceedings against the person to recover a debt due by the person. (4) The debt arising from the order is taken to be a judgment debt. 15—Stamp duty (Co-operatives National Law section 620) (1) No stamp duty is payable in respect of any of the following instruments: (a) in the case of a co‑operative that— (i) has as its primary activity the providing of any community service or benefit; and (ii) was, before it was incorporated under the Co-operatives National Law (South Australia), an unincorporated club, association or body operating to provide sporting or recreational facilities for its members and not carried on for the pecuniary benefit of its members, an instrument transferring to the co‑operative any property that was, immediately before the co‑operative was so incorporated, held by or on behalf of the unincorporated club, association or body; (b) an instrument executed or registered for or with respect to a transfer of any property to give effect to section 413 or 481 of the Co-operatives National Law (South Australia) in respect of— (i) a merger of co‑operatives; or (ii) a transfer of engagements; (c) a share certificate or any other instrument issued or executed in connection with the capital of a co‑operative; (d) a certificate of registration of a co‑operative. (2) If— (a) a co‑operative that transfers its incorporation under Division 2 of Part 4.3 of the Co-operatives National Law (South Australia) was before its registration as a co‑operative under that Law a company under the Corporations Act; and (b) stamp duty had been paid on its incorporation as such a company in respect of the amount of the nominal capital of the company (or if subsequently increased on the amount of its nominal capital as so increased), any stamp duty so paid is to be taken into account and included in assessing the stamp duty payable on its incorporation or registration pursuant to the transfer. (3) An instrument issued or executed in connection with a CCU of a co‑operative is not exempt under subsection (2). 16—Registration fees (Co-operatives National Law section 620) No fee is chargeable under any Act for registration of an instrument executed or registered for or with respect to a transfer of any property to give effect to section 413 or 481 of the Co-operatives National Law (South Australia) in respect of— (a) a merger of co‑operatives; or (b) a transfer of engagements; or (c) a transfer of incorporation. Part 4—Regulations 17—Local regulations (1) The Governor may make regulations (the local regulations) for or with respect to any matter— (a) that by the local application provisions of this Act is required or permitted to be prescribed by the local regulations or that is necessary or convenient to be prescribed by the local regulations for carrying out or giving effect to the local application provisions of this Act; or (b) that by the Co-operatives National Law (South Australia) is required or permitted to be prescribed by the local regulations. (2) Without limitation, the local regulations may make provision for or with respect to— (a) the administration of the Co-operatives National Law (South Australia); and (b) procedural matters relating to any aspects of the Co-operatives National Law (South Australia); and (c) without limiting paragraphs (a) and (b)— (i) the making of applications for the purposes of the Co-operatives National Law (South Australia); and (ii) the manner of lodgment of documents (including electronic lodgment); and (iii) administrative matters relating to the supervision and inspection of co‑operatives; and (iv) fees to be paid in connection with the administration of the Co-operatives National Law (South Australia) (including fees for lodgment of any documents and additional fees for late lodgment); and (d) the creation of offences and the imposition of penalties, not exceeding $5 000, for breaches of the local regulations; and (e) the fixing of expiation fees for— (i) any alleged offence against the Co-operatives National Law (South Australia) or this Act where the maximum penalty for the offence does not exceed $2 500; or (ii) any alleged offence against the Co-operatives National Regulations (South Australia) or the local regulations where the maximum penalty for the offence does not exceed $2 000. (3) Regulations relating to fees— (a) may prescribe different fees for different classes of cases; and (b) may authorise a prescribed entity to waive, reduce or refund fees in particular cases or classes of cases. (4) The local regulations may create offences and impose penalties for an offence of not more than the amount specified in section 612(5) of the Co-operatives National Law (South Australia). (5) Without limiting a preceding subsection, the Governor may, by regulation, modify the operation of the Co-operatives National Regulations (South Australia) (even if to do so is inconsistent with the Co-operatives National Law (South Australia)). Part 5—Miscellaneous 18—Non‑application of Co-operatives National Law to housing co‑operatives and other bodies Section 220(4) of the Co-operatives National Law (South Australia) does not apply to— (a) a housing co‑operative within the meaning of the South Australian Co-operative and Community Housing Act 1991; or (b) a building society or credit union; or (c) an entity exempt from the operation of section 220(4) by the local regulations. 19—Orders and other instruments published in Gazette A copy of an order, notice, exemption or other instrument published in the Gazette purporting to have been given or issued under this Act, the Co-operatives National Law (South Australia), the Co-operatives National Regulations (South Australia) or the local regulations is evidence of the giving or issuing of the order, notice, exemption or other instrument of which it purports to be a copy. 20—Proceedings for offences (1) In this section— offence means an offence under the local application provisions of this Act, the local regulations, the Co-operatives National Law (South Australia) or the Co-operatives National Regulations (South Australia). (2) Proceedings for an offence under the local application provisions of this Act or the local regulations may be— (a) started no later than 5 years after the alleged commission of the offence; and (b) started only by the Registrar or a person authorised in writing by the Registrar to start the proceedings. Note— See sections 551 and 552 of the Co-operati