The Law Handbook 2024

616 Section 6: Houses, communities and the road financial report based on reports to government funders, if eligible); and • large corporation (must have at least two of the following: a consolidated gross operating income of $5 million or more, consolidated gross assets valued at $2.5 million or more and more than 24 employees): a general report, financial report, audit report and directors’ report. Indigenous corporations: the rights and duties of members Broadly, members of an Indigenous corporation have the same rights and obligations as members of an incorporated association or company limited by guarantee. The CATSI Act sets out the duties and obligations of directors and other office holders in an Indigenous corporation. These duties are consistent with those of a director of a company limited by guarantee (discussed above). For more information about setting up an Indigenous corporation, see ORIC’s step-by-step guide (www.oric.gov.au/start-corporation/steps-register) . 5 Co-operatives Overview of co-operatives Co-operatives are administered under the Co‑op­ eratives National Law ( CNL ), which was applied in Victoria by the Co-operatives National Law Application Act 2013 (Vic). The CNL has been applied in all Australian states and territories. The CNL allows co-operatives to operate freely across state and territory borders, without requiring separate registration and reporting in each state or territory. Not all groups are eligible to register as a co-operative. The Registrar of co-operatives has to be satisfied that the registration requirements have been met. There are two forms of co-operatives. A distributing co-operative should be formed if members will receive a share of any profit (during operation or winding up) or a return on capital if the co-operative is winding up. A non-distributing co-operative (which may or may not issue shares) should be formed if any profit is going to be reinvested back into the co-operative, or if members receive only the original value of their shares on winding up. Non-distributing co-operatives are not-for-profit organisations. The obligations and costs that apply to the registration of a co-operative are similar to those that apply to the registration of an incorporated association (i.e. $35.00 from1 July 2023 to 30 June 2024). The fee to apply for approval of a proposed name and rules varies between $87.50 and $397.60 (from 1 July 2023 to 30 June 2024), depending on whether a non-distributing or a distributing co-operative is being established. Co-operatives’ registration requirements The name of a co-operative must include the word ‘Co-operative’ and end with ‘Limited’. Acceptable abbreviations include ‘Co-op’, ‘Ltd’ and ‘&’. Any other abbreviation must be approved by the Registrar. A co-operative must function in accordance with co-operative principles, which are focused on providing democratic member participation and control (one member, one vote). If a proposed arrangement does not accord with the principles, the Registrar must be satisfied that there are special reasons why the co-operative should be registered. Current incorporated bodies may change to co-operatives if theymeet the registration requirements. Co-operatives’ financial reporting Financial reporting for co-operatives is broken into two categories according to their size and fundraising activities: small and large co-operatives. A small co-operative is a co-operative that satisfies at least two of the following criteria: • the consolidated revenue of the co-operative and the entities it controls (if any) was less than $8 million for the previous financial year; • the value of the consolidated gross assets of the co-operative and the entities it controls (if any) was 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. A small co-operative must, in a particular year, also have: • no securities issued to non-members (other than securities issued to former members on the cancellation of their membership); or