Paperwork

PART THREE: RUNNING A CO-OPERATIVE

Paperwork

Financial records

A co-operative must keep written (or computerised) financial records that correctly record and explain transactions, its financial position and performance, and that would enable true and fair financial statements to be prepared.

The co-operative may decide where to keep the financial records, as long as there is enough information kept within its state or territory to allow true and fair financial statements to be prepared.

The financial records must be kept for seven years after the transactions in the records are completed.

Annual information statement by charities

Registered charities need to report annually to the Australian Charities and Not-for-profits Commission within six months of the end of their reporting period.

Reporting obligations apply differently for some charities, including aged care providers, large child care centres and non-government schools.

Annual financial report, directors’ report

Large co-operatives must prepare these reports each financial year, and also organise an auditor’s report of the financial report.

Small co-operatives only need to prepare these reports if directed to produce the reports by 5% of voting members or the Registrar. The Regulations do require small co-operatives to provide members with a report containing an income and expenditure statement, balance sheet, statement of changes in equity, cash flow statement and statement of significant
accounting policies. Each of the financial reports must include comparative figures for the previous financial year and comply with relevant accounting standards. The cash flow statement is not required if the small co-operative has consolidated revenue of less than $750,000, and consolidated gross assets of less than $250,000 in a financial year.

The rules may require a co-operative to prepare more financial reports than required by the Regulations. Five percent of members of small co-operatives may direct the financial reports to be audited or reviewed.

The annual financial report will include the financial statements for the year and their notes and any other information to give a true and fair view of the financial position and performance of the co-operative. The financial reports of large co-operatives must comply with accounting standards. The financial reports of small co-operatives do not need to comply with particular accounting standards if the direction to report specifies that the report does not have to comply with those accounting standards.

The directors’ declaration about the financial statements and notes state that it is their opinion that there are reasonable grounds to believe that the co-operative will be able to pay its debts as and when they become due and payable. The declaration also states whether, in the directors’ opinion, the financial statements and notes are in accordance with the Co-operatives National Law, and if the co-operative has quoted securities, that the directors have been given the declarations required by the Corporations Act.

The directors’ report must also contain information about the co-operative’s operations, affairs, activities, dividends, directors, auditors, debentures, options and more; the list is far too extensive to include here. Divisions 3, 4, 5 and 6 of the Co-operatives National Law list the inclusions of directors’ reports.

The concise report of a large co-operative consists of a concise financial report, the directors’ report, a statement by the auditor, and a statement that the report is a concise report and that a member may request the full reports.

The full reports or concise reports are to be sent within five months from the end of the financial year, free of charge, to members in hard copy or electronic copy, or made available to be viewed on a website.

If the reports are required to be lodged with the Registrar, a disclosing entity must lodge them within three months of the end of the financial year, and within five months for any other cooperative.

A co-operative that is a disclosing entity must also provide a half-year financial report and directors’ report.

Annual return

A small co-operative is not required to lodge annual financial reports or directors’ reports to the Registrar. Instead, it must lodge an annual return with the Registrar within five months from the end of each financial year, unless the Registrar directs a longer period for lodgement for a specified financial year.

The annual return confirms such matters as continuity of operation, membership and fees, any changes to name, officers or registered office, whether members have required additional financial reports, the date of the next AGM, and that the board has resolved that the co-operative is solvent and is satisfied it is a small co-operative for the financial year.

Execution of documents

Documents should be signed or sealed by two people: either two directors, or a director and the secretary.

Contracts

If permitted by the rules, an individual acting with the authority of the co-operative may make, vary, ratify or discharge a contract on behalf of a co-operative.

Registers

A co-operative must keep a number of registers at its registered office or principal place of business or office in written or electronic form, including registers of:

• Directors: including the name, former name, date of birth and residential address of each director; the date of the director’s election or appointment, whether the director is
  a member director or non-member director, and the date and mode of termination of office (if applicable).
• Members: including the name and address of each member, the date they were admitted to the co-operative, the folio reference to the minute evidencing admittance, the date and circumstances of cessation of membership (if applicable). If the co-operative has share capital, the register must contain details of each member’s shareholding, the share
  identifying number, the date the shares were allotted and the amount paid or considered paid on the shares. Further information is required in the members’ register if the co-operative purchased a member’s shares, if shares were forfeited or if there was a conversion to a cooperative without share capital.
• Loans to, securities given by, debentures issued by, deposits received: this register requires the names of the people who have provided loans, the amount of the loan, the date the loan was received, the folio reference to the minute evidencing the board’s acceptance of the loan, a reference identifying the account created for the loan, the date and amount of repayments, and details of security given. For each debenture issued or deposit received, similar detailed information is required (refer CNR Chapter 8, Schedule 1).
• Names of persons who have given loans or deposits to, or hold securities or debentures given or issued by, the co-operative: this register must contain the full and former names of each person, their address, and whether the person has given a loan or deposit, or holds securities or debentures, and a reference to the relevant entry in the Loans register above.
• Fixed assets: details include a short description of each asset, method of financing if leased, location, date purchased or installed, how depreciation is calculated, annual percentage and amount of depreciation or amortisation, total amount of depreciation or amortisation, revaluation increment, sale price and date sold.
• Loans made by or guaranteed by the co-operative and securities taken by the co-operative: refer to Co-operatives National Regulations Chapter 8, Schedule 1 for details required in this register and those that follow.
• Co-operative Capital Units (CCUs).
• Subordinated debt.
• Memberships cancelled under Part 2.6 of the CNL: details are required of members whose memberships have been cancelled because they are no longer active members.

The co-operative must notify the Registrar within 28 days if there is any change to the location of the registers.

Inspection of books, registers and other documents

A member of a co-operative may be authorised by the board, or apply to the Supreme Court for an order authorising the member or their representative, to inspect and copy the books of the co-operative.

A co-operative must be helpful, and make available for inspection (or copy) by a member free of charge during reasonable hours, a copy of the Co-operatives National Law, the Co-operatives National Regulations, local regulations, the rules and attachments, minutes of each general meeting, the last annual report, and the first seven registers listed above. The rules will state whether minutes of board and subcommittee meetings are also available to members.

A co-operative must have available for inspection, by any person, the rules and attachments required by the CNL, the register of directors, and a copy of the last annual return or report.

Directors have the right to access financial records at all reasonable times.