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Keeping registers for co-operatives

Registers are a helpful way to record information on a range of subjects. In most cases, you will use them to record your financial transactions.

You must keep certain information on a register.

All registers must be kept in Queensland at either:

  • your registered office
  • your principal place of business
  • another office where you keep and work with the register
  • another office approved by us (the Office of Fair Trading).

You must keep registers of:

  • your directors
  • your members and any shares
  • cancelled memberships showing their last activity date
  • co-operatives legislation
  • your rules
  • your last annual report
  • minutes of each general meetings
  • notifiable interests
  • any loans you’ve made or been guarantor for
  • any securities you’ve taken out
  • co-operative capital units
  • the names of people who
    • provided loans or deposits
    • hold any securities or debentures that you’ve issued.

Members are entitled to inspect these registers for free during reasonable hours. You may charge a fee if they wish to take a copy—if your rules allow for such a fee.

You must also keep a register of loans, securities, debentures and deposits the co-operative has issued or received. Members are not entitled to inspect this register.

Notifiable interests register

A person must give you notice if they have a:

  • relevant interest in the right to vote of a member
  • substantial share interest.

This is known as a notifiable interest.

You must keep a register of these interests and members are entitled to inspect this register for free during reasonable hours.

Shares in distributing co-operatives

The law limits the value of an individual’s shares. Their shares must not be worth more than 20% of the total nominal value of your share capital.

Work out the total nominal value by:

  • setting out the nominal value of each share in your rules
  • multiplying this value by the total number of shares you issue.

You can increase the 20% limit on shares by either:

  • holding a special resolution
  • applying to us.

We must approve the special resolution and may impose certain conditions.

Fundraising

You might need to raise money to:

  • fund certain activities
  • buy new equipment or other items.

We regulate the ways that you can fundraise. You can raise money by releasing:

  • shares
  • debentures
  • co-operative capital units
  • additional funds.

Contact us for more information.

Charges

If you need to borrow funds, your lender can register a charge against your property. This becomes the security for the debt.

They can register their charge with the Personal Property Securities Register (PPSR).

A charge has priority over other forms of unsecured debts. If your co-operative goes out of business, your debts will be paid in priority order. If you cannot pay the lender:

  • your charged property is sold
  • the lender is paid their money from the sale
  • other creditors must wait until the lender has all the money you owed them.

Contact the PPSR to find out more.

You may also need to seek legal advice.