Close down a co-operative

Closure

Your co-operative might close down:

• as your voluntary decision
• at our directive
• due to a Supreme Court order.

Voluntary

You can choose to close a co-operative if:

• your creditors choose to issue a voluntary closure
• the members pass a special resolution to close by a special postal ballot.

If members choose to close the co-operative:

• fill out and submit a draft statement form and fee
• wait for us to approve it
• give notice of the special postal ballot to members.

Once you’ve had your special postal ballot, we will send you:

• a registration form for the special resolution
• a statutory declaration form to confirm the change.

Fill out and submit both forms and fees to us to register the special resolution.

Involuntary

We can close your co-operative if it stops meeting its requirements. This could be because:

• you have fewer than 5 members
• you haven’t started operating even though you’ve been registered for 12 months
• you haven’t had enough directors to form a quorum at a board meeting for more than 1 month
• you have suspended your operations for more than 6 months
• your rules specify a duration for the co-operative to exist, and this has expired.

We can also close your co-operative if:

• you gained your registration by mistake or fraud
• your co-operative exists for an illegal purpose
• the co-operative has wilfully broken the law or your own rules (despite our warnings)
• your rules don’t set out any active membership provisions (despite our warnings)
• closure would best serve the members’, creditors’ or public interest.

We will look at the evidence to decide if any of these situations apply. If we decide to close a co-operative, we will:

• appoint a liquidator
• issue you a certificate of closure.

Deregistration

After you close, we deregister you as a co-operative, and you can no longer operate in Queensland. You can voluntarily deregister the co-operative.

Applying for voluntary deregistration

You can apply for voluntary deregistration if the co-operative meets all the following requirements:

• all members agree to the deregistration
• it is not carrying on business
• assets are worth less than $1,000
• all fees and penalties are paid under the Co-operatives National Law (Queensland) (CNL)
• they have no outstanding liabilities (including unpaid employee entitlements or taxation liabilities)
• it is not a party to any legal proceedings.

Applications which do not meet all these requirements will be rejected.

Complete the ASIC Application for voluntary deregistration of a company (Form 6010)

You will need to pay the required fee.

The application must be signed by a director or secretary of the cooperative.

Ensure the cooperative is up to date with its reporting obligations under the CNL (including lodgement of annual returns) and all references to 'company’ are replaced with ‘cooperative’.

By signing the form, the applicant declares that the cooperative meets the legal requirements for voluntary deregistration. You may also need to give additional information about the cooperative. There are significant penalties for knowingly making a false declaration.

Email the application to registration.services@justice.qld.gov.au