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South Africa
NATIONAL LEGISLATION OVERVIEWS
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Co-operatives Act, No. 14 of 2005

Long title


To provide for co-operative principles and for compliance with co-operative principles; to provide for the categories, application for registration and registration of co-operatives; to provide for the constitution and functions of co-operatives; to provide for the registered offices of co-operatives, as well as the record-keeping by co-operatives; to provide for membership and general meetings of members, and governance of co-operatives; to provide for the capital structures and the financial reporting and the independent audit or review of co-operatives; to provide for the board of directors; to provide for the management of co-operatives through their board of directors; to provide for the capital structure of co-operatives; to provide for the amalgamation, division, conversion and transfer of co-operatives to any other form of juristic person; to provide for the winding-up and deregistration of co-operatives; to provide for judicial management of co-operatives; to provide for the administration of the Act; to establish the Co-operatives Advisory Council; to provide for the membership and functions of the Council; to establish the Cooperatives Development Agency; to provide for the governance of the Agency; to provide for the legal status, functions and powers of the Agency; to establish the Board of the Agency; to provide for the governance of the Agency; to provide for the funding and financial management of the Agency; to establish the Co-operatives Tribunal; to provide for the functions and composition of the Tribunal; to provide for special provisions relating to certain kinds of co-operatives; to provide for co-operation between governmental agencies in for the promotion and support of co-operatives; and to provide for matters connected therewith.

[...amended by Act 2013_006_076]

Table of contents

SECTION TITLE

PREAMBLE

CONTENTS

CHAPTER 1. DEFINITIONS, PURPOSE AND APPLICATION OF ACT
1.  Definitions and interpretation
2.  Purpose of Act
3.  Compliance with co-operative principles
4.  Forms and kinds of co-operatives
5.  Application of Act
5A.  Application of Co-operative Banks Act [...inserted by Act 2007_040_000]

CHAPTER 2. REGISTRATION, CONSTITUTION, POWERS OF CO-OPERATIVE AND REGISTERED OFFICE AND RECORD KEEPING BY CO-OPERATIVE

Part 1. Application to register and name
6.  Application to register co-operative
7.  Registration of co-operative
8.  Effect of registration
9.  Pre-incorporation contract
10.  Name of co-operative
11.  Directive from registrar to change name
12.  Unlawful use of words required to be part of the name of a co-operative [ “co-operative” ]  [...Title amended b Act 2013_006_010 - was entitled "Unlawful use of word "co-operative"]

Part 2. Constitution and functions of co-operative
13.  Constitution of co-operative
14.  Minimum requirements for all cooperative constitutions [...Title amended by Act 2013_006_012(a) - was entitled "Provisions for all co-operatives"]
14A.  Associate members [...inserted by Act 2013_006_013]
15.  Provisions where members are required to hold shares
15A.  Categories of primary co-operatives [...inserted by Act 2013_006_014]
16.  Provisions for secondary and tertiary co-operatives and the national apex co-operative [...was entitled "Provisions for secondary and tertiary co-operatives"]
16A. Functions of the national apex co-operative [...inserted by Act 2013_006_016]
17.  Consequences of invalidity
18.  Amendment to constitution
19.  Restrictions on functions of co-operatives [...was entitled "Functions of co-operative"]

Part 3. Registered office and record keeping by co-operative
20. Registered office of co-operative
21.  Record keeping by co-operative
22.  Access to information

CHAPTER 3. MEMBERSHIP OF CO-OPERATIVES
23.  Liability of members
24.  Withdrawal of membership
25.  Repayment of membership, member loan or membership share [...was entitled "Transfer of membership, member loan or membership share"]
26.  Powers of registrar in case of reduced number of members
26A.  Annual submission to registrar [...inserted by Act 2013_006_023]

CHAPTER 4. GENERAL MEETINGS
27.  Structure for decision making
28.  General meetings
29. Annual general meetings
30. Representation at meetings
31. Minutes of general meetings

CHAPTER 5. GOVERNANCE OF CO-OPERATIVES [...Title amended by Act 2013_006_027 - was entitled "MANAGEMENT OF CO-OPERATIVES"]
32. Board of directors
33. Appointment of directors
34. Meetings and resolutions of board of directors
35. Minutes of meetings of board of directors
36. Board of directors may delegate functions to director or committee or manager
37. Disclosure of interest
38. Acceptance of commission, remuneration or reward prohibited in certain
39. Returns relating to directors circumstances

CHAPTER 6. CAPITAL STRUCTURE
40. Capital of co-operative
41. Membership shares
42. Issue of certificates in respect of membership shares or member loans
43. Funds of members
44. Patronage proportion
45. Prohibited and permitted loans and security
46. Reserves for co-operatives [...was entitled "Reserve fund of members"]

CHAPTER 7. AUDITED REPORTS AND INDEPENDENT REVIEWED REPORTS [ [ OF CO-OPERATIVES ] ]  [...Title amended by Act 2013_006_034 - was entitled "Audit of Co-operatives"]
47. Audit
48. Approval of auditor’s report and financial statements
49. Auditor and independent reviewer disqualified from acting [...was entitled "Auditor disqualified from acting"]
50. Appointment and termination of auditor or independent reviewer [...was entitled "Appointment of auditor"]
51. Removal of auditor or independent reviewer [...was entitled "Removal of auditor"]
52. Attendance of meeting by auditor or independent reviewer [...was entitled "Attendance of meeting by auditor"]
53. Right to information
54. Notice of error
55. [...repealed by Act 2013_006_043 - was entitled "Exemptions"]

CHAPTER 8. AMALGAMATION, DIVISION, CONVERSION AND TRANSFER
56. Amalgamation
57. Approval of amalgamation
58. Effect of registration of amalgamated co-operative
59. Division of co-operatives
60. Approval of division
61. Effect of registration of co-operatives constituted in terms of division
62. Transfers
63. Protection of creditors
64. Registration of property upon amalgamation, division, conversion or transfer
65. Application to convert company into co-operative
66. Consideration of application
67. Effects of incorporation of company as co-operative
68. Special provision relating to company which has given an undertaking under section 66(3)
69. Registrar to give notice of conversion to Registration of Companies
70. Conversion of co-operative to any other form of juristic person
70A. Fees for amalgamation, division, conversion or transfer [...inserted by Act 2013_006_053]

CHAPTER 9. WINDING-UP AND DE-REGISTRATION OF CO-OPERATIVES
71. Modes of winding-up
71A. Voluntary winding-up [...inserted by Act 2013_006_055]
72. Winding-up by order of court
72A. Application for declaratory order [...inserted by Act 2013_006_057]
72B. Winding-up by order of Tribunal [...inserted by Act 2013_006_057]
73. [...repealed by Act 2013_006_058 - was entitled "Winding-up or de-registration by order of Minister"]
74. [...repealed by Act 2013_006_058 - was entitled "Admission and proving of claims against co-operative being wound up"]
75. [...repealed by Act 2013_006_058 - was entitled "Distribution account"]
76. [...repealed by Act 2013_006_058 - was entitled "Contribution account"]

CHAPTER 10. JUDICIAL MANAGEMENT
77. Judicial management [...was entitled "Circumstances in which co-operatives may be placed under judicial management"]

CHAPTER 11. ADMINISTRATION OF ACT
78. Registrar of Co-operatives
79. Seal and official stamp of registrar
80. Register of co-operatives to be kept by registrar
81. Submission of documentation to registrar [...was entitled "Submission to registrar"]
82. Inspection of documents
83. Form of records kept may be prescribed
84. Investigation by registrar

CHAPTER 12. CO-OPERATIVES ADVISORY COUNCIL [...Title amended by Act 2013_006_063 - was entitled "CO-OPERATIVES ADVISORY BOARD"]**
85. Establishment of Co-operatives Advisory Council [...was entitled "Establishment of Co-operatives Advisory Board"]
86. Functions of Advisory Council [... was entitled "Functions of Advisory Board"]
87. Members of Advisory Council [...was entitled "Members of Advisory Board"]
88. Term of office and conditions of service of members of Advisory Council [...was entitled "Term of office and conditions of service of members of Advisory Board"]
89. Meetings of Advisory Council [...was entitled "Meetings of Advisory Board"]
90. Public hearings
91. Accountability
CHAPTER 12A. CO-OPERATIVES DEVELOPMENT AGENCY  [...Title inserted by Act 2013_006_066]
Part 1. Establishment, legal status, functions and powers of Agency [...Title inserted by Act 2013_006_066]
91A. Establishment of Co-operatives Development Agency [...inserted by Act 2013_006_066]
91B. Objectives of Agency [...inserted by Act 2013_006_066]
91C. Functions of Agency [...inserted by Act 2013_006_066]
91D. Functions of Agency in respect of satellite offices of Agency [...inserted by Act 2013_006_066]
91E. General powers of Agency [...inserted by Act 2013_006_066]
91F. Reporting by Agency [...inserted by Act 2013_006_066]

Part 2. Funding and financial management of Agency [...Title inserted by Act 2013_006_066]
91G. Funding of Agency [...inserted by Act 2013_006_066]
91H. Annual budget and strategic plan [...inserted by Act 2013_006_066]
91I. Financial management, financial statements and annual report [...inserted by Act 2013_006_066]
Part 3. National government oversight and executive authority [...Title inserted by Act 2013_006_066]
91J.
Executive authority [...inserted by Act 2013_006_066]
91K. Information [...inserted by Act 2013_006_066]
CHAPTER 12B. CO-OPERATIVES TRIBUNAL [...Title inserted by Act 2013_006_066]
91L. Establishment, legal status and composition of Co-operatives Tribunal [...inserted by Act 2013_006_066]
91M. Appointment and composition of Tribunal [...inserted by Act 2013_006_066]
91N. Functions of Tribunal [...inserted by Act 2013_006_066]
91O. Prohibition on Tribunal [...inserted by Act 2013_006_066]
91P. Appointment and composition of investigators, inspectors or inspectorate [...inserted by Act 2013_006_066]
91Q. Adjudication of hearings before Tribunal [...inserted by Act 2013_006_066]
91R. Right to participate in hearing [...inserted by Act 2013_006_066]
91S. Powers of Tribunal in adjudicating hearing [...inserted by Act 2013_006_066]
91T. Rules of procedure [...inserted by Act 2013_006_066]
91U. Witnesses [...inserted by Act 2013_006_066]
91V. Appointment, composition and functions of Co-operative Conflict Resolution Commission [...inserted by Act 2013_006_066]
91W. Right to information [...inserted by Act 2013_006_066]
91X. Summons [...inserted by Act 2013_006_066]
91Y. Authority to enter and search under warrant [...inserted by Act 2013_006_066]
91Z. Powers to enter and search [...inserted by Act 2013_006_066]
91AA. Conduct of entry and search [...inserted by Act 2013_006_066]
91BB. Compromise between co-operative and creditors [...inserted by Act 2013_006_066]
CHAPTER 12C. INTERGOVERNMENTAL RELATIONS [...inserted by Act 2013_006_066]
91CC. Applicability of intergovernmental relations framework policies and legislation [...inserted by Act 2013_006_066]
91DD. Intergovernmental structures [...inserted by Act 2013_006_066]
91EE. Functions of intergovernmental structures [...inserted by Act 2013_006_066]
91FF. Administrative and procedural arrangements [...inserted by Act 2013_006_066]
91GG. Establishment, composition and functions of Inter-Provincial Coordination Committee on Co-operatives [...inserted by Act 2013_006_066]
91HH. Establishment of Provincial Interdepartmental and Municipal Coordinating Structure [...inserted by Act 2013_006_066]
91II. Dispute and conflict resolution [...inserted by Act 2013_006_066]
91JJ. Framework for intergovernmental relations [...inserted by Act 2013_006_066]

CHAPTER 13. MISCELLANEOUS PROVISIONS
92. Offences
93. Appeal to Minister
94. Exclusion
94A. Reporting, monitoring, evaluation and assessment [...inserted by Act 2013_006_068]
94B. Co-operative Policy, Legislation, Strategy and Administrative Support [...inserted by Act 2013_006_068]
95. Regulations
96. Delegation by Minister
97. Transitional provisions
98. Repeal of laws and savings
99. Short title and commencement
Sch. 1. SCHEDULE 1. SPECIAL PROVISIONS RELATING TO CERTAIN KINDS OF CO-OPERATIVES [s1*]

Part 1. Housing co-operatives

Part 2. Worker co-operatives

Part 3.Financial services co-operatives

Part 4. Agricultural co-operatives

Part 5. Social co-operatives [...inserted by Act 2013_006_075]
Sch. 2. SCHEDULE 2. LAWS REPEALED BY SECTION 98 [s98]
 
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