itLAWS OF THE REPUBLIC OF VANUATU
Consolidated Edition 2006

Commencement: 20 July 1987

CHAPTER 152
CO-OPERATIVE SOCIETIES

Act 24 of 1982

ARRANGEMENT OF SECTIONS

PART 1 – PRELIMINARY

1. Interpretation

PART 2 – REGISTRATION

2.	Appointment of registrar and assistant registrars
3. Societies which may be registered
4. Conditions of registration and name of registered society
5.	Application for registration
6.	Probationary societies
7.	Registration
8.	Societies to be bodies corporate
9.	Evidence of registration

PART 3 – DUTIES AND PRIVILEGES OF SOCIETIES

5.	Amendment of by-laws
6.	Address of society
7.	Copy of Act, rules, by-laws, etc., to be open to inspection
8.	Disposal of produce to or through a registered society
9.	Creation of charges in favour of registered societies
15. Charge and set-off in respect of shares or interest of members
16. Shares or interest not liable to attachment or sale
17. Transfer of interest on death of member
18. Deposits by or on behalf of minors
19. Register of members
20. Proof of entries in books of society
21. Amalgamation or transfer of societies
22. Division of societies

PART 4 – QUALIFICATION AND RIGHTS OF MEMBERS

23. Qualification for membership
24. Members not to exercise rights until due payment made
25. Restriction of membership
26. Votes of members
27. Representation by proxy
28. No individual to hold more than one-fifth of share capital of any society
29. Restriction on transfer of share or interest

PART 5 – PROPERTY AND FUNDS OF REGISTERED SOCIETIES

30. Loans made by a registered society
31. Deposits and loans received by a registered society
32.	Restrictions on other transactions with non-members
33.	Investment of funds
34.	Disposal of profits

PART 6 – ANNUAL RETURNS, AUDIT AND INQUIRY

32.	Annual returns
33.	Audit
34.	Power of registrar to inspect societies’ books etc.
35.	Inquiry and Inspection

PART 7 – DISSOLUTION OF A REGISTERED SOCIETY

32.	Cancellation of registration of society
33.	Appeal against order to cancel registration
34.	Effect of cancellation
35.	Liquidation of society
36.	Liquidator’s powers
37.	Power of registrar to control liquidation
38.	Enforcement of order
39.	Closure of liquidation
47. Liability of members on dissolution

PART 8 – SURCHARGE AND ATTACHMENT

48. Registrar may order repayment or restoration of property due to a society
49. Attachment of property
50. Appeal against order under section 49

PART 9 – DETERMINATION OF DISPUTES

51. Determination of disputes
52. Case stated on question of law

PART 10 – RULES

53. Rules

PART 11 – MISCELLANEOUS

54.	Powers to exempt any society from requirements as to registration
55. Power to exempt societies from provisions of the Act
56. Power to exempt from stamp duty and registration fees
57.	Provision for school co-operatives
58. Dissolution of committee
59. Special committee members of national and secondary societies
60. General offences by societies, etc.
61.	Offences by societies to be also offences by officers, etc.
62. Punishment of fraud or misappropriation
63. Restriction of the use of the word "co-operative"
64. Continuing offences

SCHEDULE – Matters to be provided for in society's by-laws

CO-OPERATIVE SOCIETIES

To make provision for the formation, registration and regulation of co-operative societies and for other matters connected therewith.

PART 1 – PRELIMINARY

1. Interpretation

In this Act, unless the context otherwise requires –

"by-laws" means the registered by-laws of a society;

"committee" means the governing body, by whatever name called, of a registered society to whom the management of its affairs is entrusted;

"dividend" means a share of the profits of a registered society divided among its members in proportion to the share capital held by them;

"member" includes a person or registered society joining in the application for the registration of a society, and a person or registered society admitted to membership after registration in accordance with the by-laws;

"officer" includes a chairman, secretary, treasurer, member of committee, or other person empowered under the by-laws to give directions in regard to the business of a registered society;

"registered society" means a co-operative society registered under this Act;

"registrar" means the Registrar of Co-operative Societies appointed under section 2 of this Act.

PART 2 – REGISTRATION

2. Appointment of registrar and assistant registrars

The Minister may appoint a person to be Registrar of Co-operative Societies and may appoint persons to assist the registrar, and may, by order, confer on any such person all or any of the powers of the registrar under this Act.

3. Societies which may be registered

Subject to this Act any society for carrying on any industry, business or trade in accordance with co-operative principles may be registered under this Act.

4. Conditions of registration and name of registered society

(1) No society shall be registered unless –

(a) it consists of not less than seven persons each of whom is qualified to be a member in accordance with section 23; or

(b) at least one of its members is a registered society.

2.	The word "co-operative" shall form part of the name of every registered society.

(3) The word "limited" shall be the last word in the name of a registered society.

(4) No society shall be registered under a name which in the opinion of the registrar is undesirable.

(5) When for the purposes of this Act a question arises as to the qualification of any person to be a member of a registered society, such question shall be decided by the registrar whose decision shall be final.

5. Application for registration

(1) For the purposes of registration an application shall be made to the registrar.

(2) The application shall be made in a prescribed form and shall be signed –

(a) in the case of a society of which no member is a registered society by at least seven persons qualified to be members in accordance with section 23 of this Act; and

(b) in the case of a society of which all members are registered societies, by a duly authorised person on behalf of every such registered society;

(c) in the case of a society whose membership consists of one or more registered societies and other members, by a duly authorised person on behalf of every such registered society and by seven such other members, or where there are less than seven by all of them.

(3) The application shall be accompanied by copies of the proposed by-laws of the society, and the persons by whom or on whose behalf such application is made shall furnish such information in regard to the society as the registrar may require. The by-laws of a society shall contain provision in respect of the matters specified in the Schedule to this Act.

6. Probationary societies

(1) If the Registrar does not see fit to register a society he may, by notice in writing (hereinafter referred to as a notice of deferment), defer registration of that society subject to its compliance with such conditions as shall be specified by the registrar in that notice.

(2) The registrar shall transmit the notice of deferment to the persons by whom or on whose behalf application for registration is made.

(3) A notice of deferment shall, subject to this section and to any conditions specified in the notice, entitle the society in respect of which it is issued to operate as a registered society.

(4) A society entitled to operate as a registered society under subsection (3) above shall be termed a probationary society and shall, while entitled to operate as such, be deemed to be a body corporate with perpetual succession, and with power to hold property, to enter into contracts, to institute and defend suits and other legal proceedings and to do all things necessary for the purposes of its constitution. The liability of a probationary society shall be limited.

(5) Upon the registration of a probationary society under section 7, its certificate of registration shall supersede its notice of deferment which thereafter shall cease to have effect and the society shall be deemed for all purposes to have been registered from the date on which its notice of deferment was issued by the registrar.

(6) The registrar may, in his discretion, cancel a notice of deferment in writing addressed to the probationary society concerned and shall so cancel a notice of deferment on the expiry of 2 years from the date thereof if the society is not by then qualified for registration; such cancellation shall, from the date thereof, operate as a refusal to register the society for the purposes of section 7:

Provided that such cancellation shall not affect the validity of any transaction entered into or with the society while its notice of deferment was in force.

(7) Where the notice of deferment of a probationary society is cancelled under subsection (6) the registrar may appoint a person to be liquidator of the society.

(8) Sections 10(3) and 10(5) and 39 to 42 (inclusive) shall not apply to a probationary society.

(9) Subject to subsection (8), any reference in any law, including this Act, to a registered society within the meaning of this Act shall, unless the context otherwise requires, include a reference to a probationary society.

(10) The last 4 words in the name of every probationary society shall be "probationary co-operative society limited."

7. Registration

If the registrar is satisfied that a society has complied with the provisions of this Act and that its proposed by-laws are not contrary to this Act or any other law, he shall register the society and its by-laws. An appeal shall lie in a prescribed manner to the Minister against the refusal of the registrar to register a society within 1 month from the date of such refusal.

8. Societies to be bodies corporate

On registration a society shall become a body corporate by the name under which it is registered, with perpetual succession and with power to hold property, to enter into contracts, to institute and defend suits and other legal proceedings, and to do all things necessary for the purposes of its constitution.

9. Evidence of registration

A certificate of registration signed by the registrar shall be conclusive evidence that the society and its by-laws therein mentioned are duly registered, unless it is proved that the registration of the society has been cancelled.

PART 3 – DUTIES AND PRIVILEGES OF SOCIETIES

10. Amendment of by-laws

(1) Subject to this Act any registered society may amend its by-laws, including the by-law which declares the name of the society.

(2) No amendment of the by-laws of a registered society shall be valid until the amendment has been registered under this Act.

(3) If the registrar is satisfied that any amendment of the by-laws is not contrary to this Act or any other law he shall register the amendment. A registered society may appeal in a prescribed manner to the Minister against the refusal of the registrar to register any amendment of its by-laws.

(4) A change in the name of a society shall not affect any rights or obligations of the society or of any of its members or past members and any legal proceedings pending may be continued by or against the society under its new name.

(5) When the registrar registers an amendment of the by-laws, he shall issue to the society a copy of the amendment certified by him, which shall be conclusive evidence of the fact that the amendment has been registered.

(6) In this section "amendment" includes the making of a new by-law and the variation or repeal of a by-law.

11. Address of society

Every registered society shall have an address, registered in accordance with the rules, to which all notices and communications may be sent, and shall send to the registrar notice of every change of that address.

12. Copy of Act, rules, by-laws, etc., to be open to inspection

Every registered society shall keep a copy of this Act and of the rules and of its by-laws and a list of its members open to inspection, free of charge, at all reasonable times at the registered address of the society.

13. Disposal of produce to or through a registered society

(1) A registered society which has as one of its objects the disposal of any article produced or obtained by the work or industry of its members, whether the produce of agriculture, animal husbandry, forestry, fisheries, handicrafts or otherwise, may provide in its by-laws or may otherwise contract with its members –

(a) that every member who produces any such article dispose of the whole or any specified amount, proportion or description thereof to or through the society; and

(b) that any member who is proved, in such manner as may be prescribed, to have committed a breach of the by-laws or contract shall pay to the society as liquidated damages a sum assessed in such manner as may be prescribed.

(2) No contract referred to in subsection (1) shall be contested in any court on the ground only that it constitutes a contract in restraint of trade.

14. Creation of charges in favour of registered societies

Subject to any prior claim of the Government on the property of the debtor and to the lien of a landlord in respect of rent or any money recoverable as rent and in the case of immovable property to any prior registered charge thereon –

(a) any debt payable to a registered society by a member or past member shall be a first charge on all agricultural produce, felled timber or other forest produce, marine produce, fish, livestock, fodder, agricultural, industrial and fishing implements, plant, machinery, boats, tackle and nets, raw materials, stock-in-trade and generally all produce of labour and things used in connection with production raised, purchased or produced in whole or in part from any loan whether in money or in goods given to him by the society:

Provided that nothing herein contained shall affect the claim of any bona fide purchaser or transferee without notice;

(b) any debt payable to a registered housing society by a member or past member in respect of rent, shares, loans or purchase money or any other rights or amount payable to such society shall be a first charge upon his interest in the immovable property of the society;

(c) any outstanding demands not exceeding in the aggregate VT 10,000 per annum payable to a registered society for the purchase of shares in that society by a member or past member shall be a first charge on all produce and other articles mentioned in paragraph (a) of that member or past member:

Provided that any outstanding demand for the purchase of such shares shall be deemed to constitute a share of the member under section 15.

15. Charge and set-off in respect of shares or interest of members

(1) A registered society shall have a charge upon the shares or interest in the capital and on the deposits, dividend, bonus or profits payable to any member in respect of any debt due from him to the society and may set-off any moneys credited or payable to a member in or towards payment of any such debt.

(2) In subsection (1) the reference to "member" includes a reference to a past member and the estate of a deceased member.

16. Shares or interest not liable to attachment or sale

Subject to section 15 the share or interest of a member in the capital of a registered society shall not be liable to attachment or sale under any decree or order of a court in respect of any debt or liability incurred by such member, and neither his assignee in insolvency nor trustee in bankruptcy shall be entitled to, or have any claim on, such share or interest;

Provided that where a society is dissolved the share and interest of any member who has been adjudicated a bankrupt shall be vested in the trustee in bankruptcy.

17. Transfer of interest on death of member

(1) On the death of a member there shall be no transfer by inheritance of the shares or interest of the deceased member in a registered society; but the society may transfer his share or interest to a person nominated in accordance with the rules made in this behalf, or, if there is no person so nominated, to such person as shall appear to the committee to be the legal representative of the deceased, or may pay to such nominee or legal representative, as the case may be, a sum representing the value of such member's share or interest, as ascertained in accordance with the rules or by-laws:

Provided that the society may transfer the share or interest of the deceased member to such nominee or legal representative, as the case may be, being qualified in accordance with rules and by-laws for membership of the society, or on his application within 6 months of the death of the deceased member to any person specified in the application who is so qualified.

(2) A registered society shall pay all other moneys due to the deceased member from the society to such nominee or legal representative as the case may be.

(3) All transfers and payments made by a registered society in accordance with this section shall be valid and effectual against any demand made upon the society by any other person.

18. Deposits by or on behalf of minors

(1) A registered society may receive deposits from or for the benefit of minors. Any deposits made by a minor may, together with interest, be paid to that minor; and any deposit made on behalf of a minor may, together with interest be paid to the guardian of that minor for the use of the minor.

(2) The receipt of any minor or guardian for money paid to him in accordance with this section shall be a sufficient discharge of the liability of the society in respect of that money.

19. Register of members

Any register or list of members kept by a registered society shall be prima facie evidence of any of the following particulars entered therein –

(a) the date at which the name of any person was entered in such register or list as a member;

(b) the date at which any such person ceased to be a member.

20. Proof of entries in books of society

(1) A copy of any entry in a book of a registered society regularly kept in the course of business shall, if certified in a prescribed manner, be received in any legal proceedings, civil or criminal, as prima facie evidence of such entry and shall be admitted as evidence of the matters, transactions and accounts therein recorded in every case where, and to the same extent as, the original entry is admissible.

(2) No officer of a registered society shall, in any legal proceedings to which the society is not a party, be compelled to produce any of the society's books, the contents of which can be proved under subsection (1), or to appear as a witness to prove any matters, transactions or accounts therein recorded, unless the court for special reasons so directs.

21. Amalgamation or transfer of societies

(1) Any 2 or more registered societies may, with the approval of the registrar, by a resolution passed by a three-fourths majority of the members present at a special general meeting of each such society held for the purpose, amalgamate as a single society; provided that each member has had clear 15 days’ written notice of the resolution and the date of the meeting. Such an amalgamation may be effected without a dissolution, or a division of the funds, of the amalgamating societies. The resolutions of the societies concerned shall on such amalgamation be a sufficient conveyance to vest the assets and liabilities of the amalgamating societies in the amalgamated society.

(2) Any registered society may by a resolution passed in accordance with the procedure laid down in subsection (1) transfer its assets and liabilities to any other registered society which is prepared to accept them:

Provided that –

(a) where any such amalgamation or transfer of assets and liabilities involves the transfer of the liabilities of a society to any other society, it will not be made without giving 3 months’ notice in writing to the creditor of both or all such societies; and

(b) if a creditor of any of the societies concerned objects to such amalgamation or transfer, and gives written notice to that effect to the society concerned 1 month before the date fixed for such amalgamation or transfer, the amalgamation or transfer shall not be made until the dues of such creditor have been satisfied.

22. Division of societies

(1) Any registered society may, with the approval of the registrar, by a resolution passed by a three-fourths majority of the members present at a special general meeting of the society held for the purpose, divide itself into 2 or more societies, provided that each member has had clear 15 days’ written notice of the resolution and the date of the meeting. The resolution (hereinafter in this section referred to as a preliminary resolution) shall contain proposals for the division of the assets and liabilities of the society among the new societies in which it is proposed to divide it and may prescribe the area of operation of, and specify the members who will constitute, each of the new societies.

(2) A copy of the preliminary resolution shall be sent to all the members and creditors of the society. A notice of the resolution shall also be given to all other persons whose interests will be affected by the division of the society.

(3) Any member of the society may, notwithstanding any by-law to the contrary, by notice given to the society within 3 months of his receipt of a copy of the resolution, intimate his intention not to become a member of any of the new societies.

(4) Any creditor of the society may, notwithstanding any agreement to the contrary, by notice given to the society within the said period intimate his intention to demand a return of any amount due to him.

(5) Any other person whose interest will be affected by the division may by notice given to the society object to the division unless his claim is satisfied.

(6) After the expiry of 3 months from the receipt of the preliminary resolution by all the members and creditors of the society and of the notice by other persons mentioned in subsection (2) another special general meeting of the society, of which at least clear 15 days' notice shall be given to members, shall be convened for considering the preliminary resolution. If, at such meeting the preliminary resolution is confirmed by a resolution passed by a majority of not less than two-thirds of the members present, either without changes or with such changes as in the opinion of the registrar are not material, the registrar may, subject to subsection (9) and to section 7 register the new societies and the by-laws thereof. On such registration the registration of the old society shall be deemed to have been cancelled and the society shall be deemed to be dissolved from the date of such cancellation.

(7) The opinion of the registrar as to whether the changes made in the preliminary resolution are or are not material shall be final and no appeal shall lie therefrom.

(8) At the special general meeting referred to in subsection (6) provision shall be made by another resolution for –

(a) repayment of the share capital of all the members who have given notice under subsection (3);

(b) satisfaction of the claims of all the creditors who have given notice under subsection (4);

(c) satisfaction of the claims of such of the other persons who have given notice mentioned in subsection (5) as the registrar decides or securing their claims in such manner as the registrar directs:

Provided that no such member or creditor or other person shall be entitled to such repayment or satisfaction until the preliminary resolution is confirmed as provided in subsection (6).

(9) If within such time as the registrar considers reasonable, the share capital of the members referred to in subsection (8) is not repaid or the claims of the creditors referred to in that subsection are not satisfied, or the claims of the other persons are not satisfied or secured as provided in subsection (8) (c), the registrar may refuse to register the new societies.

(10) The registration of the new societies shall be a sufficient conveyance to vest the assets and liabilities of the original society in the new societies in the manner specified in the preliminary resolution as confirmed under subsection (6).

PART 4 – QUALIFICATION AND RIGHTS OF MEMBERS

23. Qualification for membership

In order to be qualified for membership of a registered society a person, other than a registered society, must be 18 years of age.

24. Members not to exercise rights until due payment made

No member of a registered society shall exercise the rights of a member unless or until he has made such payment to the society in respect of membership or acquired such interest in the society, as may be prescribed by the rules or by-laws.

25. Restriction of membership

Except with the sanction of the registrar, no person shall be a member of more than one registered society whose principal object is to grant loans to its members.

26. Votes of members

No member of a registered society shall have more than one vote in the conduct of the affairs of the society:

Provided that –

(a) in the case of an equality of votes the chairman shall have a casting vote;

(b) in the case of societies of which a registered society is a member that society may have such voting powers as are provided in the by-laws of the society of which it is a member.

27. Representation by proxy

A registered society which is a member of any other registered society may appoint any one of its members as its proxy for the purpose of voting in the conduct of the affairs of such other registered society.

28. No individual to hold more than one-fifth of share capital of any society

No member, other than a registered society, shall hold more than one-fifth of the share capital of any registered society.

29. Restriction on transfer of share or interest

The transfer or charge of the share or interest of a member or past or deceased member in the capital of a registered society shall be subject to section 28.

PART 5 – PROPERTY AND FUNDS OF REGISTERED SOCIETIES

30. Loans made by a registered society

(1) A registered society shall not, except as provided in section 32, make any loan to any person other than a member:

Provided that, with the consent of the registrar, a registered society may make loans to another registered society.

(2) Except with the permission of the registrar, a society shall not lend money on the security of any movable property other than produce or goods in which the society is authorised to deal.

(3) The Minister may, by general or special order, prohibit or restrict the lending of money on mortgage of any description of immovable property by any registered society.

31. Deposits and loans received by a registered society

A registered society may receive deposits and loans from persons who are not members only to such extent and under such conditions as may be prescribed.

32. Restrictions on other transactions with non-members

Without prejudice to sections 30 and 31, the transactions of a registered society with persons other than members shall be subject to such prohibitions and restrictions as may be prescribed.

33. Investment of funds

A registered society may invest or deposit its funds –

(a) with any bank or person carrying on the business of banking approved for this purpose by the registrar; or

(b) in any securities issued or guaranteed by the Government; or

c.	with any other registered society approved for this purpose by the registrar; or

(d) in any other mode approved by the registrar.

34. Disposal of profits

(1) Not less than one-fourth, or such other part as the registrar may approve, of the net profits of a registered society made during every year and audited under section 36, shall be carried to a fund called the statutory reserve fund.

(2) The statutory reserve fund may only be appropriated by a registered society in such manner, to such purpose and subject to such conditions as may be prescribed.

(3) The remainder of the profits mentioned in subsection (1) and any profits of past years available for distribution may be divided among the members by way of dividend or bonus, or allocated to any funds constituted by the society, to such extent or under such conditions as may be prescribed or as are provided for in the by-laws of the society.

(4) Any registered society may with the approval of the registrar, after the appropriate part of the net profits has been carried to the statutory reserve fund, contribute an amount not exceeding 10 per cent of the remainder of the net profits to any charitable purpose or to a common-good fund.

PART 6 – ANNUAL RETURNS, AUDIT AND INQUIRY

35. Annual returns

(1) Every registered society shall, within 3 months of the end of its financial year, send to the registrar a return in a prescribed form containing such particulars relating to its affairs for that year as may be prescribed together with a copy of its balance sheet and profit and loss account for that year.

(2) Every registered society shall supply free of charge to every member or other person having interest in the funds of the society who applies for it a copy of the latest return together with a copy of its balance sheet and profit and loss account.

36. Audit

(1) The registrar shall audit or cause to be audited by a person authorised by him in writing the accounts of every registered society at least once in every year.

(2) The audit shall include an examination of overdue debts, if any, and a valuation of the assets and liabilities of the registered society.

(3) The registrar and every other person appointed to audit the accounts of a society shall have power when necessary –

(a) to summon in the course of the audit any officer, agent, servant or member of the society who he has reason to believe can give material information concerning any transaction of the society or the management of its affairs; and

(b) to require the production of any book or document relating to the affairs of, or any cash or securities belonging to, the society by the officer, agent, servant or member in possession of such book, document, cash or security.

37. Power of registrar to inspect societies’ books, etc.

The registrar, or any person authorised by him in writing, shall at all times have access to all the books, accounts, papers and securities of a registered society, and shall be entitled to inspect the cash in hand; and every officer of the society shall furnish such information concerning the transactions and working of the society as the person making such inspection may require.

38. Inquiry and inspection

(1) The registrar may, when he thinks fit to do so, hold an inquiry or direct some person authorised by him in writing to hold an inquiry into the constitution, working and financial condition of a registered society; and all officers and members of the society shall furnish such information concerning the affairs of the society and produce the cash in hand and such books, accounts, papers and securities of the society as the registrar or the person holding the inquiry may require.

(2) The registrar shall hold or direct to be held the inquiry mentioned in subsection (1) whenever he is requested to do so by a majority of the members of the committee or by not less than one-third of the members of the registered society.

(3) The registrar shall, on the application of a creditor of a registered society, inspect or direct some person authorised by him in writing to inspect the books of the society, if the applicant–

(a) proves that an ascertained sum of money is then due to him and that he has demanded payment thereof and has not received satisfaction within a reasonable time; and

(b) deposits with the registrar such sum as security for the costs of the proposed inspection as the registrar may require.

(4) The registrar shall communicate the results of any such inspection to the creditor and to the society into whose affairs inquiry has been made.

(5) Where an inquiry is held under subsection (1) or an inspection is made under subsection (3) the registrar may apportion the costs or such part of the costs as he shall think right, between the registered society, the members demanding an inquiry, the officers or former officers of the society, and the creditor, if any, on whose application the inquiry was held.

(6) Any sum awarded by way of costs against any society or person under this section may be recovered, on application to the Magistrates’ Court having jurisdiction in the place where the registered office of the society is situated or the person resides or carries on business for the time being, in like manner as a fine imposed by the court.

PART 7 – DISSOLUTION OF A REGISTERED SOCIETY

39. Cancellation of registration of society

(1) The registrar may by order in writing cancel the registration of any registered society–

(a) if at any time it is proved to his satisfaction that the number of members of the society has been reduced, in the case of a society for the time being consisting solely of registered societies, to less than 2 or, in any other case, to less than 7; or

b.	that the registration was obtained by fraud or mistake; or

(c) that the society has ceased to exist; or

(d) at the request of not less than three-fourths of the members of the society; or

(e) with the approval of the Minister –

(i) if after an inquiry or inspection under section 38 he is satisfied that the society ought to be dissolved; or

(ii) on proof to his satisfaction that the society exists for an illegal purpose, or has wilfully and after notice from the registrar violated any provisions of this Act.

(2) Not less than 2 months’ notice in writing specifying briefly the ground of the proposed cancellation shall be given by the registrar to a society before its registration is cancelled otherwise than under subsection (1)(d).

(3) If before the expiry of the period of such notice the society lodges an appeal under section 40 then the registration shall not be cancelled before the date of the determination or abandonment of the appeal.

(4) Where the registrar makes an order for the cancellation of the registration of a society under this section he may make such further order as he may think fit for the custody of the books and documents and the protection of the assets of the society until the order cancelling registration takes effect.

40. Appeal against order to cancel registration

A registered society may appeal against an order under section 39 to the Supreme Court in such manner and within such period of time as may be prescribed by Order by the Judicial Committee.

41. Effect of cancellation

Where the registration of a society is cancelled by an order under section 39 the society shall cease to exist as a corporate body from the date on which the order takes effect:

Provided that where a liquidator of a registered society has been appointed under section 42–

(a) the society shall continue in existence as a corporate body until there has been lodged with the registrar a certificate signed by the liquidator that the affairs of the society have been completely wound-up and that all the property of the society has been duly conveyed or transferred to the persons entitled thereto; and

(b) any rights conferred on the society by or under section 14, 15 or 16 shall be vested in the liquidator.

42. Liquidation of society

Where the registrar makes an order for the cancellation of the registration under section 39 he may appoint a person to be the liquidator of the society.

43. Liquidator’s powers

(1) A liquidator appointed under section 42 shall, subject to any limitations imposed by the registrar under section 44, have power to –

(a) determine from time to time the contribution to be made by members and past members or by the estates of deceased members of the society to its assets;

(b) appoint a day by notice before which creditors whose claims are not already recorded in the books of the society shall state their claims for admission or be excluded from any distribution made before they have proved them;

(c) decide any question of priority which arises between creditors;

(d) institute and defend suits and other legal proceedings on behalf of the society by his name or office;

(e) decide by what persons and in what proportions the costs of liquidation are to be borne;

(f) give such directions in regard to the collection and distribution of assets as may be necessary in the course of winding-up the society;

(g) subject to the approval of the registrar compromise any claim by or against the society;

(h) call such general meetings of members as may be necessary for the proper conduct of the liquidation;

(i) take possession of the books, documents and assets of the society;

(j) sell the property of the society;

(k) decide any question concerning the liability of the present or past members or the estates of the deceased members to contribute for the payment of debts and liabilities of the society and the expenses of winding-up as provided in section 47;

(l) carry on the business of the society so far as may be necessary for winding it up beneficially:

Provided that nothing herein contained shall entitle the liquidator to make any loan; and

(m) arrange for the distribution of the assets of the society in a convenient manner when a scheme of distribution has been approved by the registrar.

(2) Subject to such rules as may be made in this behalf, a liquidator appointed under this Act shall, in so far as it may be necessary for carrying out his functions, have power to summon and enforce the attendance of parties and witnesses and to compel the production of documents by the same means and (so far as may be) in the same manner as provided in the case of the Magistrates’ Court.

44. Power of registrar to control liquidation

A liquidator shall exercise his powers subject to the guidance and control of the registrar, who may–

(a) rescind or vary any order made by a liquidator and make whatever new order is required;

(b) remove a liquidator from office;

(c) call for books, documents and assets of the society;

(d) by order in writing limit the powers of a liquidator under section 43;

(e) require accounts to be rendered to him by the liquidator;

(f) procure the auditing of the liquidator's accounts and authorise the distribution of the assets of the society;

(g) make an order for the remuneration of the liquidator.

45. Enforcement of order

An order made by a liquidator or by the registrar under section 43 or 44 shall be enforced by any court having jurisdiction over the place where the registered office of the society is situated in like manner as a decree of that court.

46. Closure of liquidation

(1) In the liquidation of a society whose registration has been cancelled the funds, including the reserve fund, shall be applied first to the costs of liquidation, then to the discharge of the liabilities of the society, then to the payment of the share capital and then, provided the by-laws of the society permit, to the payment of dividend at a rate not exceeding 10 per cent per annum for any period for which no disposal of profits was made.

(2) When the liquidation of a society has been closed and any creditor of that society has not claimed or has received what is due to him under the scheme of distribution, notice of the closing of the liquidation shall be published in the Gazette; and, all claims against the funds of the society shall lapse after 2 years from the date of the publication of the notice.

(3) Any surplus remaining after the application of the funds to the purposes specified in subsection (1) shall not be divided among the members but shall be devoted to any object described in the by-laws of the society whose registration has been cancelled, and, where no such object is so described, shall be deposited by the registrar in a bank or with a registered society, until such time as another society operating in the same area shall have been registered when such surplus shall be transferred to such new society for the purpose of forming its reserve fund:

Provided that if no society operating in the same area is registered within a period of 3 years from the date of the publication of the notice under subsection (2), the said surplus may be used by the registrar for any co-operative purpose at his discretion.

47. Liability of members on dissolution

(1) Where a registered society is wound-up in pursuance of section 39 the liability of a present or past member to contribute for payment of the debts and liabilities of the society, the expenses of winding-up, and the adjustment of the rights of the contributories among themselves, shall be qualified as follows –

(a) no person who has ceased to be a member 2 or more years before the date of the order of the registrar under section 39 shall be liable to contribute;

(b) no person shall be liable to contribute in respect of any debt or liability contracted after he ceased to be a member;

(c) no person who is not a member shall be liable to contribute unless it appears to the registrar that the contributions of the present members are insufficient to satisfy the just demands on the society;

(d) no contribution shall be required from any person exceeding the amount, if any, unpaid on the shares in respect of which he is liable as a past or present member.

(2) Subsection (1) shall apply in relation to the estate of a deceased member or of a person who at the time of his death was a past member as it applies to a present or past member as the case may be.

PART 8 – SURCHARGE AND ATTACHMENT

48. Registrar may order repayment or restoration of property due to a society

(1) Where, in the course of an audit, inquiry or inspection or the winding-up of a registered society, it appears that any money or other property is due to the society from any person who has taken part in the setting up or management of the society or from any past or present officer of the society, the registrar may, of his own motion or upon the application of the committee or the liquidator or any creditor or contributory of the society, examine the conduct of any such person and make an order requiring him –

(a) to repay such money or part thereof with such interest as the registrar thinks just;

(b) to restore such other property or part thereof; or

(c) to pay to the society such sum as the registrar thinks just by way of compensation.

Before making any such order against any person the registrar shall give that person an opportunity of being heard and of showing cause why such order should not be made.

(2) Where an order under subsection (1) has not been complied with, any money or property mentioned therein may be recovered by the society on application to the Magistrates' Court having jurisdiction in the area in which the registered office of the society is situated or in which the person against whom the order was made resides or carries on business, as though it were a fine imposed by such court.

(3) Nothing done in pursuance of subsections (1) or (2) shall bar the institution or maintenance of a prosecution of any person in respect of any offence.

49. Attachment of property

Where the registrar is satisfied that any person, with intent to avoid or delay the execution of any order made against him under section 43 or 48 or of any decision given in a dispute referred to the registrar or to any arbitrators under this Act, is about to dispose of the whole or any part of his property, the registrar may, unless adequate security is furnished, order the conditional attachment of such property, and such attachment shall have the same effect as if made by the court.

50. Appeal against order under section 49

Any person aggrieved by any order of the registrar made under section 49 may appeal within 21 days from the date of such order to the court of competent jurisdiction:

Provided that, unless the court otherwise decides, the making of such appeal shall not prevent the enforcement of the order pending the determination of the appeal by the court.

PART 9 – DETERMINATION OF DISPUTES

51. Determination of disputes

(1) If any dispute touching the business of a registered society arises –

(a) among members, past members and persons claiming through members, past members and deceased members;

(b) between any person mentioned in paragraph (a) and the society, its committee, or any officer of the society;

b.	between the society or its committee and any officer of the society; or

(d) between the society and any other registered society; 

such dispute shall be referred to the registrar for decision.

(2) A claim by a registered society for any debt or demand due to it from a member, past member or the nominee or legal representative of a deceased member, shall be deemed to be a dispute touching the business of the society within the meaning of this subsection.

(3) A decision of the registrar under subsection (1), shall be final, and shall be enforceable in like manner as a judgment of the court.

52. Case stated on question of law

Notwithstanding anything contained in section 51, the registrar, at any time when proceeding to a decision under this Act, or the Minister, at any time when an appeal is made to him against any decision of the registrar under this Act, may refer any question of law arising out of such decision for the opinion of the Supreme Court. The opinion of the Supreme Court given on such question shall be final.

PART 10 – RULES

53. Rules

(1) The Minister may by order make such rules as may be necessary for the purpose of carrying out or giving effect to the principles and provisions of this Act.

(2) In particular, and without prejudice to the generality of the power conferred by subsection (1), such rules may –

(a) prescribe the forms to be used, the fees to be paid and conditions to be complied with in applying for the registration of a society and the procedure in the matter of such application;

(b) prescribe the conditions to be complied with by persons applying for admission or admitted as members, and provide for the election and admission of members from time to time, and the payment to be made and interest to be acquired before exercising rights of membership;

(c) prescribe the extent to which a registered society may limit the number of its members;

(d) provide for the withdrawal and expulsion of members and for the payments to be made to members who withdraw or are expelled, and for the liabilities of past members;

(e) provide for general meetings of members and for the procedure at such meetings and the powers to be exercised by such meetings;

(f) provide for the appointment, suspension and removal of the members of the committee and other officers, and for the procedure at meetings of the committee, and for the powers to be exercised and the duties to be performed by the committee and other officers;

(g) regulate the manner in which funds may be raised by means of shares or debentures or otherwise;

(h) prescribe the conditions to be observed by a registered society applying for financial assistance from the Government;

(i) prescribe the payments to be made, the conditions to be complied with, the forms of the bonds, instruments or other documents to be executed by members applying for loans or cash credits, the period for which loans may be made or credits granted, and the maximum amount which may be lent and the maximum credit which may be allowed to individual members with or without the consent of the registrar;

(j) provide for the mode in which the value of the interest of a deceased member or a member who has become of unsound mind and incapable of managing his affairs shall be ascertained and for the nomination of a person to whom such interest may be paid or transferred;

(k) provide for the formation and the maintenance of reserve funds, and the objects to which such funds may be applied and for the investment of any funds under the control of a registered society;

(l) prescribe the conditions under which profits may be distributed to the members of the society and the maximum rate of dividend which may be paid by societies;

(m) prescribe the accounts and books to be kept by a registered society, and for the periodical publication of a balance sheet of a registered society;

(n) provide for the audit of accounts of registered societies and for the charges, if any, to be made for such audit and provide for the levy of contributions from all or any registered societies to a fund to be used for the audit and supervision of societies and for the promotion of the co-operative movement and provide for the administration of such a fund;

(o) provide for the formation and maintenance of a register of members and of a register of shares;

(p) provide for the inspection of documents and registers at the registrar's office and the issue of copies of such documents or registers and the fees therefore.

(3) The Judicial Committee shall by order prescribe the forms to be used, the fees to be paid, the procedure to be observed and all other matters connected with or incidental to the presentation, hearing and disposal of appeals under this Act.

PART 11 – MISCELLANEOUS

54. Powers to exempt any society from requirements as to registration

Notwithstanding anything contained in this Act, the Minister may, by special order in each case, and subject to such conditions as he may impose, exempt any society from any of the requirements of this Act as to registration.

55. Power to exempt societies from provisions of the Act

The Minister may by general or special order exempt any registered society or class of societies from any of the provisions of this Act, or may direct that such provisions shall apply to any society or class of societies with effect from such date or with such modifications as may be specified in the order.

56. Power to exempt from stamp duty and registration fees

56. The Minister may by order exempt any registered society or class of registered societies –

(a) from any stamp duty with which instruments executed by or on behalf of a registered society, or by an officer or member, and relating to the business of such society, or any class of such instruments are chargeable;

(b) from any fee payable on the registration under this Act.

57. Provision for school co-operatives

(1) Notwithstanding anything contained in this Act –

(a) no school co-operative society shall be registered except with the written consent of the Minister acting after consultation with the Minister responsible for education;

(b) section 23 which prescribes the age qualification for membership of a registered society shall not apply in relation to a school co-operative society.

(2) In subsection (1) the expression "school co-operative society" means a society trading in accordance with co-operative principles established within a school for general education or similar educational institution whose membership is restricted to pupils and members of the staff of such school or institution.

58. Dissolution of committee

(1) If the registrar is satisfied that the committee of a registered society is not performing its functions in a proper and businesslike manner and, that in the circumstances of the case, it is fit for him to do so he may by order in writing –

(a) dissolve the committee; and

(b) direct that the affairs of the society shall be administered by a person appointed by him for that purpose.

(2) Before the making of an order under subsection (1) the registrar shall –

(a) notify the committee of his intention to make such an order and give the committee an adequate opportunity to state its case; and

(b) if not satisfied with any objections made by the committee to the making of such order, summon a general meeting of the members of the society to hear any views expressed thereat concerning the making of such order.

(3) Any member of the committee aggrieved by the order made under subsection (1) may appeal within 21 days from the date of that order to the Minister whose decision shall be final.

(4) Every direction referred to in subsection (1)(b) shall have effect for such period not exceeding 2 years as shall be specified in the order containing such direction:

Provided that the registrar may from time to time by order extend that period, so however, that the aggregate period during which the direction shall have effect shall not exceed 4 years.

(5) Subject to the general supervision of the registrar the person appointed to administer the affairs of the society shall have all the powers and functions conferred on the committee under this Act and under the by-laws of the society, and shall, in so far as it shall be practicable, arrange for the election or appointment of a new committee of the society before the expiry of the order referred to in subsection (1).

(6) The registrar may fix the remuneration payable to the person appointed as aforesaid and such remuneration together with any expenses properly incurred by such person in the management of the affairs of the society shall be paid out of the funds of the society.

(7) If a registered society is indebted to a bank no order under this section shall be made by the registrar without the bank being consulted on all particulars of the intended order.

(8) Nothing in this section shall affect the power of the registrar to cancel the registration of the society under section 39 or to hold an inquiry or inspection under section 37 or 38.

59. Special committee members of national and secondary societies

(1) The Minister may appoint a person to be a special member of the committee of a national society or of a secondary society if such society is in receipt of financial assistance from the Government or if the Minister considers such appointment to be justified in the interest of the national economy.

(2) For the purpose of subsection (1) a society shall be deemed to be in receipt of financial assistance from the Government –

(a) if within the 3 years immediately preceding the making of such appointment the society has received any grant of money from the Government;

(b) if any money has been lent to the society by the Government and has not been repaid;

(c) if any loan made to the society has been guaranteed by the Government and either the guarantee is still outstanding or the guarantee has been honoured by the Government and the society has not paid to the Government all sums, including any interest thereon, paid by the Government under the terms of the guarantee.

(3) The number of special members appointed under subsection (1) shall not exceed one-third of the number of other members (including the chairman and vice chairman, if any) of the committee; where the number of the members is not divisible by 3 "one-third" shall mean the nearest integer below one-third.

(4) An appointment made under subsection (1) shall continue in force until it is determined by the Minister.

(5) A special member appointed under subsection (1) may require that any decision taken by the committee of which he is a member or by the general meeting of the national or secondary society concerned shall not have effect until it has been approved by the Minister and any decision in respect of which such requirement has been made shall be of no force or effect and shall not be acted upon until the Minister has signified his approval thereof.

(6) In addition to the power referred to in subsection (5) a special member shall have the same powers, rights and functions as any other member of the committee to which he has been appointed.

(7) In this section –

(a) "national society" means a registered society of which all members are secondary societies with similar objects and which has been formed by such secondary societies to represent them on a national level;

(b) "secondary society" means a registered society of which all members are registered societies and which has been formed to facilitate the operations of the member societies in accordance with co-operative principles.

60. General offences by societies, etc.

If any registered society, or any officer or member thereof, or any other person –

(a) fails to give any notice, send any return or other document, do anything or allow anything to be done which that society, officer, member or other person is by this Act required to give, send, do or allow to be done, as the case may be; or

(b) wilfully neglects or refuses to do any act, or to furnish any information, required for the purposes of this Act by the registrar or by any other person authorised under this Act, or does anything forbidden by this Act; or

(c) makes a return required for the purposes of this Act, or wilfully furnishes information so required which is in any respect false or insufficient,

that society, officer, member or other person, as the case may be, shall be liable to a fine not exceeding VT 10,000.

61. Offences by societies to be also offences by officers, etc.

Every offence committed by a registered society under this Act shall be deemed to have been also committed by every officer of that society bound by the society's by-laws to fulfil the duty of which that offence is a breach or if there is no such officer, by every member of the committee who is not proved to have been ignorant, or to have attempted to prevent, the commission of that offence.

62. Punishment of fraud or misappropriation

(1) Subject to subsection (2), any person who obtains possession by false representation of any property of a registered society or, having any such property in his possession, withholds or misapplies it to purposes which are not authorised by the society's by-laws or which are not in accordance with this Act, shall be liable –

(a) to a fine not exceeding VT 20,000; and

(b) to be ordered to deliver up that property or to repay all moneys improperly applied;

and, in default of such delivery or repayment or of the payment of any such fine, to imprisonment for a term not exceeding 3 months.

(2) If on proceedings under subsection (1) it is not proved that the person charged acted with any fraudulent intent, he may be ordered to deliver up any property belonging to the society or to repay any money improperly applied but shall not be liable to conviction under that subsection.

63. Restriction of the use of the word "co-operative"

(1) No person other than a registered society shall trade or carry on business under a name or title which includes the word "co-operative" or any word derived therefrom.

(2) Any person contravening section (1) shall be liable to a fine not exceeding VT 10,000.

64. Continuing offences

Every act or default under this Act constituting an offence shall constitute a new offence in every week during which it continues.

SCHEDULE
(section 5(3))

MATTERS TO BE PROVIDED FOR IN SOCIETY’S BY-LAWS

1.	The name of the society which shall comply with the requirements of section 4.

2. The objects of the society.

3. The place which is to be the registered office of the society to which all communications and notices to the society may be addressed.

4. The terms of admission of members.

5. The mode of holding meetings, the right of voting and the mode of amending the by-laws.

6. The appointment and removal of the committee and of managers and other officers and their respective powers and remuneration.

7. Determination whether the society may contract loans or receive moneys on deposit subject to sections 30 and 31; and, if so, under what conditions, under what security, and to what limits of amount.

8. Determination whether the shares or any of them shall be transferable, and provision for the form of transfer and registration of the shares, and for the consent of the committee thereto; determination whether the shares or any of them shall be withdrawable, and provision for the mode of withdrawal and for payment of the balance due thereon on withdrawing from the society.

9.	Determination whether and, if so, how members may withdraw from the society.

10. The mode of application of the profits of the society.

11. Determination whether and, if so, by what authority, and in what manner, any part of the society’s funds may be invested.

republic of vanuatu

Co-Operative Societies (Amendment)
Act No. 34 Of 2017
Arrangement of Sections
1	Amendment	2
2	Commencement	2

republic of vanuatu
Assent:		02/01/2018
Commencement:		05/01/2018

co-operative societies (AMENDMENT)
ACT NO. 34 OF 2017

An Act to amend the Co-operative Societies Act [CAP 152], and for related purposes.
Be it enacted by the President and Parliament as follows-
1	Amendments
The Co-operative Societies Act [CAP 152] is amended as set out in the Schedule, and any other item in the Schedule has effect according to its terms.
2	Commencement
This Act commences on the day on which it is published in the Gazette.

SCHEDULE
AMENDMENTS OF the co-operative societies ACT [CAP 152]
1	Section 1 
Insert in their correct alphabetical positions:
“beneficial owner has the meaning given by section 1A;
Court means the Supreme Court of Vanuatu;
domestic regulatory authority means a body or agency established by or under a law of Vanuatu that:
(a)	grants or issues under that law or any other law licences, permits, certificates, registrations or other equivalent permissions; and
(b)	performs any other regulatory function related to a matter referred to in paragraph (a), including developing, monitoring or enforcing compliance with standards or obligations prescribed by or under that law or any other law; 
Financial Intelligence Unit means the Financial Intelligence Unit established under section 4 of the Anti-Money Laundering and Counter-Terrorism Financing Act No. 13 of 2014;
foreign government agency means:
(a) 	a body or agency established by or under a law of a foreign country; or 
(b) 	an arm, ministry, department or instrumentality of the government of a foreign country; or 
(c) 	a body or agency of a foreign country set up by administrative act for governmental purposes;
foreign serious offence means:
(a)	an offence against a law of another country that, if the relevant act or omission had occurred in Vanuatu, would be an offence against the laws of Vanuatu, for which the maximum penalty is imprisonment for at least 12 months; or 
(b)	an offence prescribed by the rules;
foreign tax evasion offence means conduct that:
(a)	amounts to an offence against a law of a foreign country; and 
(b)	relates to a breach of a duty relating to a tax imposed under the law of the foreign country (whether or not that tax is imposed under a law of Vanuatu); and 
(c)	would be regarded by the courts of Vanuatu as an offence of fraudulent evasion of tax for which the maximum penalty is imprisonment for at least 12 months, had the conduct occurred in Vanuatu;
key person of a registered society or a society applying for registration under this Act means an officer of the society or a beneficial owner of an officer;
law enforcement agency means:
(a)	the Vanuatu Police Force; or 
(b)	the Office of the Public Prosecutor; or
(c)	the department responsible for customs and inland revenue; or 
(d)	the department responsible for immigration; or 
(e)	such other persons prescribed for the purposes of this definition; 
rules means the rules made under section 53;
Sanctions Secretariat means the Sanctions Secretariat established under section 17 of the United Nations Financial Sanctions Act No. of 6 2017;”
2	Section 1 (definition of officer)
Repeal the definition, substitute
“officer includes a chairman, secretary, treasurer, member of committee, or other person empowered under the by-laws to give directions in regard to the business of a registered society or society applying for registration under this Act;”

3	After section 1 in Part 1
Insert
“1A	Meaning of beneficial owner 
(1)	A “beneficial owner” of an officer is a natural person who ultimately controls the officer. 
(2)	For the purpose of subsection (1), “control” means exercising influence, authority or power over the officer, and includes circumstances where the officer is acting as a nominee or proxy on behalf of another person or entity.
(3)	For the avoidance of doubt, if an officer is acting as a nominee or proxy on behalf of a legal person or legal arrangement, the natural person who ultimately controls the officer is the natural person who:
(a)	has a legal entitlement to 25% or more of the legal person or legal arrangement by way of ownership of shares or otherwise, including ownership exercised through a chain of ownership; or
(b)	otherwise exercises control, directly or indirectly, over the legal person or legal arrangement.”
4	At the end of section 5
Add
“(4)	In addition to subsections (2) and (3), an application must include the following information:
(a)	details of each officer of the society; and
(b)	details of any beneficial owner of an officer; and
(c)	details as required by the registrar of the source of funds used to pay the capital of the society.”
5	Section 7
Repeal the section, substitute
“7	Registration
(1)	The registrar may register a society if he or she is satisfied:
(a)	that the application for registration complies with this Act; and
(b)	that the proposed by-laws of the society are not contrary to this Act or any other law; and 
(c)	of the source of funds used to pay the capital of the society; and 
(d)	that key persons of the society are fit and proper persons.
(2)	In assessing whether or not a key person of the society satisfies fit and proper criteria, the registrar must take into consideration the following matters:
(a)	whether the person has been convicted of an offence or is subject to any criminal proceedings;
(b)	whether the person is listed on a United Nations Financial Sanctions list, or a financial sanctions list under the United Nations Financial Sanctions Act No. 6 of 2017 or a financial sanctions list under a law of any jurisdiction; 
(c)	any other fit and proper criteria prescribed by the rules.”
6	After section 11
Insert
“11A	Registered society to give notice of certain changes to registrar
(1) 	A registered society must give the registrar written notice of a change in:
(a)	a key person of the registered society; or
(b)	the circumstances of a key person of the registered society that may affect whether he or she meets fit and proper criteria; or
(c)	by-laws or policies relating to the source of funds used to pay the capital of the registered society,
	within 14 days after the change occurs.
(2) 	If a registered society fails to comply with subsection (1), the registered society commits an offence punishable upon conviction by a fine not exceeding VT 125 million.
(3) 	If a registered society fails to comply with subsection (1), the registrar may by notice in writing to the registered society cancel the registration of the registered society. 
(4) 	If a registered society does provide the information as required under subsection (1), but the registrar is not satisfied:
(a)	that the key persons of the registered society are fit and proper persons having regard to the matters referred to in subsection 7(2); or
(b)	of the by-laws or policies relating to the source of funds used to pay the capital of the registered society,
	the registrar may by notice in writing to the registered society cancel the registration of the registered society. 
(5) 	Subsections 39(2), (3) and (3A) apply to cancellation of registration of the registered society under this section.”
7	Section 37
Repeal the section, substitute
“37	Registrar may require information and documents relating to registered society
(1)	Subject to subsection (2), the registrar may, by notice in writing to a registered society, require the registered society to provide the registrar with information or documents, or both, specified in the notice within the period set out in the notice.
(2)	The information or documents must relate to:
(a)	the registered society’s integrity, competence, financial standing or organisation; or
(b)	the registered society’s compliance with this Act or the rules. 
(3)	If the registered society: 
(a)	refuses or fails to give the registrar the information or documents required by the registrar; or 
(b)	knowingly or recklessly gives the registrar information or documents that are false or misleading, 
	the registered society commits an offence punishable upon conviction by a fine not exceeding VT 75 million.
37A	On site inspections
(1)	The registrar may conduct on-site inspections at the business premises occupied by a registered society at any time during normal business hours. 
(2)	The registrar may for the purposes of subsection (1): 
(a)	enter the business premises of the registered society during ordinary business hours; and 
(b)	inspect and take copies of any books, accounts and documents of the registered society that relate to: 
(i)	the registered society’s integrity, competence, financial standing or organisation; or
(ii)	the registered society’s compliance with this Act or the rules. 
(3)	The registered society must cooperate fully with the registrar by: 
(a)	giving the registrar all the information, and making available the documents the registrar requires; and 
(b)	if necessary, giving the registrar appropriate workspace and reasonable access to office services, during the inspection. 
(4)	If a person intentionally obstructs the registrar in the exercise of the registrar’s powers under this section, the person commits an offence punishable upon conviction by:
(a)	if the person is a natural person - a fine not exceeding VT 15 million or imprisonment not exceeding 5 years, or both; or
(b)	in any other case - a fine not exceeding VT 75 million.
(5)	In this section, a reference to the registrar includes assistant registrar.  
(6)	An assistant registrar must produce written evidence of his or her appointment if required to do so while carrying out on-site inspections.
37B	Registrar may request information and documents
For the purpose of performing a function or exercising a power under this Act, the registrar may request information or documents, or both, from any or all of the following:
(a)	the Financial Intelligence Unit;
(b)	a supervisor within the meaning of the Anti-Money Laundering and Counter-Terrorism Financing Act No. 13 of 2014;
(c)	the Sanctions Secretariat;
(d)	a law enforcement agency;
(e)	a domestic regulatory authority;
(f)	a foreign government agency that carries out functions corresponding or similar to the functions carried out by a body or agency referred to in paragraph (a), (b), (c), (d) or (e).”
8	Paragraphs 39(1)(b) and (c)
Repeal the paragraphs, substitute
“(b)	if the registrar is satisfied that the registration was obtained by fraud or mistake; or 
(c)	if the registered society has ceased to exist; or 
(ca)	if the registered society has contravened a provision of the Anti–Money Laundering and Counter-Terrorism Financing Act No. 13 of 2014 and that contravention has resulted in the use of an enforcement measure under Part 10AA of that Act; or
(cb)	if the fit and proper criteria are not met as required under this Act or as prescribed by the rules; or
(cc)	if the registrar is not satisfied of the by-laws or policies relating to the source of funds used to pay the capital of the registered society; or”
9	Subsections 39(2) and (3)
Repeal the subsections, substitute
“(2)	Before cancelling the registration of a registered society, other than under paragraph (1)(d), the registrar must give written notice to the registered society that it proposes to cancel the registration and the reasons for the cancellation. 
(3) 	A registered society may within 14 days after receiving a notice under subsection (2) give the registrar written reasons why the registration of the registered society should not be cancelled. 
(3A) 	The registrar may by order cancel the registration of a registered society if: 
(a)	the registered society does not give the registrar reasons under subsection (3); or 
(b)	having taken in to account the registered society’s reasons, the registrar is of the opinion that the registered society has failed to show good cause why the registration should not be cancelled.”
10	Section 40
Repeal the section.
11	After Part 9
Insert
“part 9A	sharing of information
52A	Meaning of confidential information
For the purposes of this Part, “confidential information” is information supplied to or obtained by the registrar in the performance of the registrar’s functions or the exercise of the registrar’s powers under this Act, but does not include information that:
(a)	can be disclosed under any provision of this Act; or
(b)	is already in the public domain; or  
(c)	consists of aggregate data from which no information about a specific person or business can be identified. 
52B	Disclosure of confidential information
(1)	The registrar may disclose confidential information if the disclosure:
(a)	is required or authorised by the Court; or  
(b)	is made for the purpose of performing a function or exercising a power under this Act; or 
(c)	is made to the Financial Intelligence Unit for the purpose of performing a function or exercising a power under the Anti-Money Laundering  and Counter-Terrorism Financing Act No. 13 of 2014; or
(d)	is made to a supervisor within the meaning of the Anti-Money Laundering and Counter-Terrorism Financing Act No. 13 of 2014 for the purpose of performing a function or exercising a power under that Act; or
(e)	is made to a law enforcement agency for the purpose of investigating or prosecuting an offence against a law of Vanuatu for which the maximum penalty is a fine of at least VT 1 million or imprisonment for at least 12 months; or
(f)	is made to a law enforcement agency for the purpose of investigating or taking action under the Proceeds of Crime Act [CAP 284]; or
(g)	is made to a domestic regulatory authority for the purpose of carrying out its regulatory functions; or
(h)	is made to the Sanctions Secretariat for the purpose of performing a function or exercising a power under the United Nations Financial Sanctions Act No. 6 of 2017; or
(i)	is made to a foreign government agency in accordance with section 52C.
(2) 	A person who contravenes subsection (1) commits an offence punishable upon conviction by: 
(a) 	for an individual-a fine not exceeding VT 15 million or imprisonment for a term of 5 years, or both; and 
(b) 	for a body corporate- a fine not exceeding VT 75 million. 
52C	Disclosure to foreign government agency
The registrar may disclose confidential information to a foreign government agency if: 
(a)	the registrar is satisfied that the disclosure is for the purpose of: 
(i)	performing a function or exercising a power under the foreign government agency’s own regulatory legislation, including investigating a breach of that legislation; or
(ii)	performing a function or exercising a power under the foreign jurisdiction’s anti-money laundering and counter-terrorism financing regulation and supervision laws; or
(iii)	performing a function or exercising a power under the foreign jurisdiction’s financial sanctions laws; or
(iv)	investigating or prosecuting a foreign serious offence or a foreign tax evasion offence; or
(v)	investigating or taking action under the foreign jurisdiction’s proceeds of crime laws; and
(b)	the registrar is satisfied that: 
(i)	the information will be used for a proper regulatory, supervisory or law enforcement purpose; and 
(ii)	the agency is subject to adequate restrictions on further disclosure.”
12	Subsection 58(8)
Delete “under section 39 or to hold an inquiry or inspection under section 37 or 38”, substitute “under section 11A or 39, or conduct an on-site inspection under section 37A or hold an inquiry under section 38”
13	After section 59
Insert
“59A	Indemnity from liability
No person is subject to any civil or criminal liability, action, claim or demand for anything done or omitted to be done in good faith under or for the purposes of this Act.”
14	Transitional
(1)	This provision applies to a society if, immediately before the commencement of this Act, the society was registered under the Co-operative Societies Act [CAP 152]. 
(2)	The registered society must provide the registrar with the information required under paragraphs 5(4)(a), (b) and (c) of the Co-operative Societies Act [CAP 152] as amended by this Act (“the additional information”) within 6 months after the commencement of this Act.
(3)	If the registered society does not provide the additional information as required under subsection (2), the registrar may by notice in writing to the registered society cancel its registration. 
(4)	If the registered society does provide the additional information as required under subsection (2), but the registrar is not satisfied with the additional information having regard to the matters set out in paragraphs 7(1)(c) and (d) of the Co-operative Societies Act [CAP 152] as amended by this Act, the Registrar may by notice in writing to the registered society cancel its registration. 
(5)	Subsections 39(2), (3) and (3A) of the Co-operative Societies Act [CAP 152] as amended by this Act apply to a cancellation.
(6)	A term or expression used in this item has the same meaning as in the Co-operative Societies Act [CAP 152] as amended by this Act. 
republic of vanuatu

Co-Operative Societies (Amendment) 
Act No. 19 Of 2019
Arrangement of Sections
1	Amendment
2	Commencement

republic of vanuatu
Assent:		23/12/2019
Commencement:		15/01/2020
CO-OPERATIVE SOCIETIES (AMENDMENT) 
ACT NO. 19 OF 2019
An Act to amend the Co-operative Societies Act [CAP 152].
Be it enacted by the President and Parliament as follows-
1	Amendment
The Co-operative Societies Act [CAP 152] is amended as set out in the Schedule.
2	Commencement
This Act commences on the day on which it is published in the Gazette.

SCHEDULE
AMENDMENTS OF co-operative societies ACT [CAP 152]
1	Section 1 (Interpretation)
Insert in their correct alphabetical positions:
“agricultural society” means a registered society that produces, processes or markets agricultural products, and supplies agricultural inputs and provides services to its members;
“banning order” means a banning order under section 38G;
“consumer and marketing society” means a registered society that procures and distributes goods or commodities to its members and non-members and provides services to its members; 
“co-operative principles” means the internationally accepted principles of co-operation, exempliﬁed by the principles adopted by the International Co-operative Alliance and includes the co-operative principles in section 1B; 
“co-operative society” means an autonomous association of persons united voluntarily to meet their common economic, social, and cultural needs and aspirations through a jointly owned and democratically controlled enterprise organized and operated on co-operative principles;
“Council” means the Vanuatu Co-operatives Leadership and Management Council established under section 52D;
“Department” means the department responsible for co-operative societies;   
“domestic investor” means an investor who is a citizen of Vanuatu or an entity wholly owned and controlled by one or more citizens of Vanuatu;
“electricity society” means a non-profit registered society that engages in the delivery of electricity to its members;
“fisheries society” means a registered society whose principal activities are fishing, processing and marketing of fish and sea products; 
“foreign investor” has the same meaning as in the Vanuatu Foreign Investment Promotion Act [CAP 248]; 
“housing society” means a registered society whose principal activities are the building and construction of houses and the promotion of housing programs for its members;
“livestock society” means a registered society whose principal activities are animal husbandry, livestock keeping and dairy farming for its members; 
“Minister” means the Minister responsible for co-operative societies;
“multi-purpose society” means a registered society that combines 2 or more of the business activities of different types of societies that may be registered under section 3A; 
“multi-sectoral society” means a registered society other than a savings and credit co-operative society;
“multi-sectoral tertiary society” means a registered umbrella society whose members are primary and secondary societies (other than savings and credit co-operative societies) and whose objectives are to provide sectoral services to member societies, and to advocate, and engage with the Government, the private sector and stakeholders, on behalf of its members in line with its sectoral mandate; 
“national apex society” means the national umbrella society established under section 29F;
‘‘primary society’’ means a registered society formed by a minimum of 7 natural persons whose objectives are to provide employment or services to its members and to facilitate community development;
“producer society” means a registered society whose principal activities are the production of agricultural, forestry and other natural products;
“sectoral tertiary society” means a registered umbrella society whose members are primary and secondary savings and credit co-operative societies and whose objectives are to provide sectoral services to member societies, and to advocate and engage with the Government, the private sector and stakeholders on behalf of its members in line with its sectoral mandate; 
“savings and credit co-operative society” means a registered society whose principal objectives are to encourage thrift among its members and to create a source of credit for its members;
“school co-operative society” means a registered society established in a school whose membership may consist of the staffs of the school, the students of the school, and the parents of those students;
“secondary society” means a registered society formed by 2 or more primary societies to facilitate the operations of its member societies in accordance with the co-operative principles;
“tertiary society” means the sectoral tertiary society or the multi-sectoral tertiary society;
“water society” means a non-profit registered society that engages in the delivery of water to its members.”
2	Section 1 (definition of “committee”)
After “entrusted”, insert “and includes a board of directors”
3	Section 1 (definition of“registrar”)
Delete “appointed under section 2 of this Act”
4	Section 1 (definition of “Director”) 
Delete “of Co-operative and Ni-Vanuatu Business Development Services”, substitute “responsible for co-operative societies”  
5	After section 1A in Part 1
Insert
“1B.	Co-operative principles
(1)	For the purposes of this Act, a co-operative society operates in accordance with co-operative principles if:  
(a)	its membership is open and available, without any restriction or any unlawful basis of discrimination for membership, to any person who can use its services and is willing to accept the responsibility of membership; and
	(b)	it is democratically controlled by the members who actively 	participate in setting the policies and in making decisions of the 	society; and
	(c)	in the case of a primary society, each member has only 1 vote; 	and
	(d)	its members contribute equitably and democratically control the 	capital of the co-operative society, and if it enters into an 	agreement with another organisation or raises capital from an 	external source, it does so on terms that ensure democratic control 	by its members and maintains its co-operative autonomy; and
	(e)	its business is carried on primarily as an economic activity for the 	benefit of its members; and
	(f)	it utilises any surplus or savings arising out of its operations: 
(i)	to strengthen its business; and
(ii)	to provide or improve common services to its members; and
(iii)	for the payment of dividends on permanent share capital purchased by its members; and
(iv)	among its members in proportion to the business done by each member with the co-operative society; and
(v)	to provide education and training for members, committee members, managers, and employees so that they can contribute effectively to the development of the co-operative society; and
(vi)	to inform the general public, particularly, the young people and leaders about the nature and benefits of co-operation; and 
(vii)	for non-profit, charitable or cultural purposes; and
	(g)	it pursues co-operation with other co-operative societies; and
	(h)	it contributes to the social and economic development of its 	community. 
(2)	A registered society must operate in accordance with the co-operative principles as set out in subsection (1).”
6	Part 2 (Heading)
Delete the heading, substitute 
PART 2	REGISTRAR OF CO-OPERATIVE SOCIETIES
 7	Section 2
Repeal the section, substitute
“2.	Registrar of co-operative societies
The Director is to be the registrar of co-operative societies and is responsible for the efficient administration of this Act and the implementation of the National Co-operative Policy.
2A. 	Functions of the registrar
(1)	The registrar has the following functions:
	(a)	to register all co-operative societies that the registrar consider to 	be viable; and
	(b)	to inspect and monitor all co-operative societies; and
	(c)	to supervise and regulate all co-operative societies; and 
	(d)	to lead and manage the regulatory process; and
	(e)	to carry out such other functions as may be conferred on the 	registrar under this Act or any other Act.
(2)	The registrar may in writing, delegate to an assistant registrar or a senior officer of the Department any of his or her powers or functions under this Act.
(3)	The delegation may be made generally or in respect of a particular function or powers or class of functions or powers.
(4)	The registrar may at any time revoke or vary a delegation.
(5)	A delegation does not prevent the registrar from performing the function that he or she has delegated.
2B.	Assistant registrar
(1)	The manager compliance to the Department is to be the assistant registrar.
(2)	In the case where there is a vacancy in the office of the assistant registrar, the registrar may appoint an assistant registrar as may be necessary to assist the registrar in performing his or her functions under this Act and for the efficient discharge of the functions of the Department.”  
8	Section 3
Repeal the section, substitute
“PART 2A	REGISTRATION
3.	Requirement for registration
(1)	A person must not carry on the business of a co-operative society unless it is registered under this Act. 
(2)	If a person contravenes subsection (1), the person commits an offence and is punishable on conviction:
	(a)	in the case of an individual - to a fine not exceeding 	VT15,000,000 	or to imprisonment for a term not exceeding 3 years or both; 	or 
(b)	in the case of a body corporate - to a fine not exceeding VT30,000,000.
3A. 	Types of societies which may be registered
(1) 	The following types of societies may be registered under this Act:
	(a)	a primary society; and
	(b)	a secondary society; and
	(c)	a tertiary society; and
	(d)	a national apex society.  
(2) 	Without limiting the number and types of societies which may be registered under this Act, the following societies may be registered:
	(a)	an agricultural society; and 
	(b)	a consumer and marketing society; and
	(c)	an electricity society; and
	(d)	a fisheries society; and
	(e)	a housing society; and
	(f)	a livestock society; and
	(g)	a multi-purpose society; and
	(h)	a producer society; and
	(i)	a savings and credit co-operative society; and
	(j)	a school society; and
	(k)	a water society.”

9	Subsection 4(1)
Repeal the subsection, substitute
“(1) 	A society must not be registered under this Act unless it complies with the requirements for the formation of a primary society, a secondary society, a tertiary society or a national apex society in Part 4A.”
10	Subsection 5(2)
Repeal the subsection, substitute
“(2) 	The application must be made in the prescribed form and signed by: 
	(a)	in the case of a primary society - a minimum of 7 individuals 	qualified to be members under section 23; and
	(b)	in the case of a secondary society - duly authorized persons 	representing at least 2 registered primary societies; and 
	(c)	in the case of a tertiary society - duly authorized persons 	representing at least 7 registered secondary societies and 	primary societies; and
 (d)	in the case of the national apex society - duly authorized persons representing the multi-sectoral tertiary society and the sectoral tertiary society.”
11	Subsection 5(3)
Delete “the Schedule to”, substitute “Schedule 1 of”
12	After paragraph 7(1)(b)
Insert
	“(ba)	that the proposed by-laws of the society comply with the co-	operative principles; and”
13	After paragraph 7(2)(b)
Insert
“(ba)	whether the person is in a good financial standing with the society; 
	(bb)	whether the person has made an arrangement with his or her 	creditors which he or she is unable to honour; 
	(bc)	whether the person was a member of the committee of a failed co-	operative society of the same type; 
	(bd)	whether the person is or becomes bankrupt; 
	(be)	whether the person is already part of the management of another 	society of the same type;”
14	After section 9A in Part 2A
Insert
“9B. 	Annual registration fee
(1)	A registered society must pay an annual registration fee of such amount and within such time as may be prescribed by the rules made under this Act. 
(2)	A registered society that fails to pay the prescribed annual registration fee by the due date is liable to a surcharge equal to the amount of the annual registration fee payable within 7 days after the due date for payment of the annual registration fee. 
(3)	The rules made under this Act may prescribe different annual registration fees for different types of registered societies.
9C.	Prohibition of incorporation under another Act
(1)	The registrar must, prior to registering a society confirm with the Vanuatu Financial Services Commission that the society is not formed or incorporated under any law administered by the Vanuatu Financial Services Commission or any other law relating to the incorporation of entities. 
(2)	A society that is registered under section 7 must not apply for formation or incorporation under any other law, including incorporation as a company under the Companies Act No. 25 of 2012 or formation under any other law relating to the incorporation of entities. 
(3)	To avoid doubt, a registered society must conform to and operate in accordance with the co-operative principles, and must not have concurrent formation or incorporation as a different entity under any other law.”
15	Subsection 10(3)
Delete “law he”, insert “law and he or she is satisfied that the amendment complies with the co-operative principles he or she,”
16	Section 23
Repeal the section, substitute
“23.	Qualification for membership
A person must not be a member of a primary society unless he or she: 
	(a)	is a citizen of Vanuatu; and 
	(b)	subject to section 57, has attained the minimum age of 18 years; 	and
	(c)	undertakes a trade or occupation relevant to the primary society's 	objective as defined in its by-laws; and
	(d)	has a common need which the primary society seeks to satisfy; and
	(e)	is capable of paying fees and acquiring shares in the primary 	society.”
17	Section 26
Repeal the section, substitute
“26.	Votes of members 
A member of a registered society has 1 vote in the conduct of the affairs of the society, except that: 
	(a)	if the votes taken are equal, the Chairperson has a casting vote; and
	(b)	in the case of a secondary society, a tertiary society, or the 	national apex society - the member societies are entitled to vote in 	the manner prescribed by the rules and by the by-laws of that 	registered society.”
18	After Part 4 
Insert
“PART 4A	FORMATION OF CO-OPERATIVE SOCIETIES AND NATIONAL 			CO-OPERATIVE POLICY
29A.	Structure of co-operative societies 
The structure of co-operative societies in Vanuatu is made up of:
(a)	primary societies; and
(b)	secondary societies; and
(c)	a multi-sectoral tertiary society; and
(d)	a sectorial tertiary society, and 
(e)	a national apex society. 
29B.	Formation and objectives of primary society 
(1) 	A primary society must be formed by a minimum of 7 individuals each of whom is qualified to be a member under section 23. 
(2) 	The objectives of a primary society are:  
	(a)	to raise the standard of living of its members; and
	(b)	to facilitate the operations of the individual members; and
	(c)	to provide services to its members, including supplying agricultural 	inputs, and collecting, processing and marketing of the products of 	its members; and
	(d)	to provide relevant information of its undertakings; and 
	(e)	to do any other thing which is connected with or is necessary to the 	objectives set out in paragraphs (a) to (c).
29C.	Formation and objectives of secondary society
(1) 	A secondary society must be formed by a minimum of 2 primary societies of the same type. 
(2) 	The objectives of a secondary society are:
	(a)	to facilitate the operation of the member societies; and
	(b)	to provide services to the member societies as may be provided for 	in the by-laws of that secondary society; and
	(c)	to collect, process and sell products of member societies; and
	(d)	to provide consultancy services to member societies; and
	(e)	to provide relevant information of its undertakings; and 
	(f)	to do any other thing which is connected with or is necessary to the 	objectives as set out in paragraphs (a) to (e). 
29D. 	Formation and objectives of multi-sectoral tertiary society
(1)	Multi-sectoral societies may establish a multi-sectoral tertiary society which is to be called the Vanuatu Co-operative Business Network.
(2)	The multi-sectoral tertiary society must be formed by a minimum of 7 primary and secondary societies. 
(3)	Subject to subsection (2), the multi-sectoral tertiary society must be formed by the combination of primary and secondary societies.
(4)	The multi-sectoral tertiary society must be a registered society under this Act and may provide, organize and supervise effective centralized services for the member societies.
 (5)	Without limiting subsection (4), the multi- sectoral tertiary society must:
	(a)	perform representational and other functions as may be determined 	by its constituent members, including:
	(i)	to ensure that there is a strong multi-sectoral co-operative 	movement in Vanuatu; and
	(ii)	to ensure that the farming interests of its agricultural 	society members are maintained; and
	(iii)	to identify national and export markets; and
	(iv)	to market local produce and processed products; and
	(v)	to import and supply necessary products; and
	(vi)	to establish a savings and loans mechanism that its 	members may borrow money from to improve their farms; 	and
	(b)	coordinate, assist and promote activities for the development, 	growth and expansion of multi-sectoral societies; and 
	(c)	liaise with appropriate Government departments including 	departments responsible for agriculture, tourism and trade and the 	private sector for business development and to coordinate business 	development and planning; and
	(d)	coordinate the economic plans of the member societies and 	forward them to the registrar for incorporation in the national 	planning; and
	(e)	provide co-operative education and training and any other services 	as may be necessary or expedient for its members; and
	(f)	disseminate information on co-operative development, principles 	and practices; and 
	(g)	represent its member societies in national and international forum 	relating to co-operative matters; and 
	(h)	do any other thing which is connected with or is necessary to the 	 	objectives as set out in paragraphs (a) to (g).
(6)	The multi-sectoral tertiary society may advise the registrar on co-operative education and operating methods including the establishment of a college or other tertiary level institute to provide education or training on co-operative society development, operation and management. 
29E. 	Formation and objectives of sectoral tertiary society
(1)	Registered societies may establish a sectoral tertiary society.
(2)	The sectoral tertiary society must be formed by a minimum of 7 primary and secondary societies. 
(3)	The sectoral tertiary society must be a registered society under this Act and may provide, organize and supervise effective centralized services for the member societies.
(4)	Without limiting subsection (3), the sectoral tertiary society may:
	(a)	provide, organize and supervise effective centralized services for 	the member societies and for co-operative education on savings 	and credit; and
	(b)	establish a national savings and credit mechanism for member 	societies for their savings and deposits and create a national 	savings and credit society; and 
	(c)	provide training and any other services as may be necessary or 	expedient for its members; and 
	(d)	coordinate the economic plans of the member societies and 	forward them to the registrar for incorporation in national 	planning; and
	(e)	carry on, encourage and assist educational and advisory work 	relating to co-operative enterprises; and 
	(f)	represent its member societies in national and international forum 	relating to co-operative matters; and 
	(g)	do any other thing which is connected with or is necessary to the  	objectives in paragraphs (a) to (f).
(5)	The sectoral tertiary society may advise the registrar on co-operative education and operating methods including the establishment of a college or other tertiary level institute to provide education or training on co-operative society development, operation and management.
29F.	Formation and objectives of national apex society
(1)	The multi-sectoral tertiary society and the sectoral tertiary society may establish a national apex society.
(2)	The objectives of the national apex society must include the following: 
	(a)	to advocate and engage with the Government, the private sector, 	and stakeholders on behalf of its members; and 
	(b)	to organise and supervise effective centralized services for the 	tertiary societies, for co-operative education and training and any 	other services as may be necessary or expedient for 	the tertiary 	societies. 
(3)	Any other objectives of the national apex society must be determined by its member societies and must be included in the by-laws of the national apex society.”
19	Section 34
Repeal the section, substitute
“34. 	Statutory reserve fund
(1)	A registered society must establish a statutory reserve fund and must deposit to the fund not less than 25% or such other percentage as the registrar may approve of the net profits of the registered society during a financial year.
(2)	A registered society must use the statutory fund established under subsection (1) only in the manner and for the purpose for which it was established, and subject to any conditions, as may be prescribed by the rules.
(3)	The registrar or any person authorized by the registrar must monitor the statutory reserve fund of a registered society through the annual audited accounts under section 36.
34A. 	Conditions for distribution of surplus
A registered society may make payments out of any surplus remaining after section 34 has been complied with and from any surplus of past years available for distribution as: 
(a)	dividends or bonus on member’s equity shares in the manner set out in the by-laws of the registered society; and
(b)	allocation towards any funds of the registered society to the extent or under the conditions as may be prescribed by the rules or as provided for by the by-laws of the registered society.
34B.	Contribution to charitable purpose
A registered society may out of any surplus remaining after section 34A has been complied with contribute an amount not exceeding 10% of the remainder of the surplus for any charitable purpose.”
20	After section 36
Insert
“36A. 	Keeping of accounts and records
(1)	A registered society must keep proper books of accounts and other books for the purpose of all transactions relating to its undertaking, funds, activities and property. 
(2)	A registered society must:
	(a)	ensure that all payments are authorized and correctly made and that 	adequate control is maintained over its income, assets and 	liabilities; and
	(b)	keep all accounts and records in a manner that reflects the true 	financial situation of the registered society so that an auditor can 	have access to them at all reasonable times; and
	(c)	ensure that all accounts in respect of a financial year are drawn 	up and audited under section 36.” 
21	Paragraph 37(2)(b)
Delete “.” substitute “; or 
(c)	 the registered society’s compliance with co-operative principles.”
22	After Part 6
Insert
“PART 6A	POWERS FOR GIVING DIRECTIONS AND BANNING ORDERS
38A. 	Power to give directions
Subject to this Part, the registrar may at any time give directions in writing to a registered society.
38B.	Conditions when giving directions
The registrar may give directions under section 38A, if:
(a)	after an inquiry or inspection of a registered society under section 38, or on the receipt of any information, the registrar is of the opinion that the funds of the registered society are not being properly managed or protected; or 
(b)	the registrar has reason to believe that a registered society is likely 	to take any action that would affect the financial situation of the registered society; or 
(c)	it appears to the registrar that a requirement in this Act, the rules or the by-laws of a registered society is being contravened, but the circumstances are not such as to justify the taking of action under section 39 or 58.
38C.	Form of directions
(1)	If the registrar exercises his or her power under section 38A, the registrar may:
	(a)	by notice in writing direct the committee of the registered society 	within a period as the registrar may specify, to cease an action or a 	practice as the registrar may specify or to take any measures as the 	registrar considers necessary to protect the funds of the registered 	society or the interests of the registered society’s members; and 
(b)	place the registered society under administrative supervision and appoint a person who in the registrar’s opinion, has the necessary experience and training to supervise the registered society on the action to be taken to remedy the situation. 
(2)	A direction under  paragraph (1)(a) may include a direction for the registered society to deposit and maintain the funds of the registered society in an account with a financial institution licensed under the Financial Institutions Act [CAP 254] if the registered society is operating in a municipality or area council where such a financial institution is operating. 
(3)	The board of directors, an employee or agent of a registered society must at all times give all information required by a person appointed under paragraph (1)(b), for the full and satisfactory performance of his or her duties and for this purpose section 38 applies as if any reference to the registrar includes a reference to a person appointed under paragraph (1)(b). 
(4)	If a registered society fails to comply with the notice referred to in paragraph (1)(a), after giving the committee the opportunity to be heard in a general meeting called by the registrar for that purpose, the registrar may dissolve the committee and section 58 applies.
(5)	For the purpose of this section:
	“municipality” means a municipality established under the Municipalities Act [CAP. 126];
`	“area council” means an area council established under the Decentralization Act [CAP 230];
38D.	Representations to the registrar
(1)	A registered society or a person who is required to take any action under section 38C, may within 21 days of the service of the notice by the registrar, make representations in writing to the registrar as to why the action required should not be taken. 
(2)	After taking into account any representations made under subsection (1), the registrar must decide whether to: 
	(a)	proceed with the action proposed in the notice; or
	(b)	take no further action. 
38E. 	Person appointed to supervise
A person appointed to supervise a registered society under paragraph 38C(1)(b):
(a)	may hold office for a period not exceeding 12 months and on such terms and conditions as the registrar may specify; and 
(b)	may be paid such remuneration as the registrar may determine, and the remuneration, and any other expenses of and incidental to the appointment, must be paid out of the funds of the registered society; and 
(c)	must report to the registrar, in a manner and with a frequency as the registrar may direct, on the affairs of the registered society. 
38F.	Revocation or cessation of direction
(1)	The registrar may, by notice in writing to the registered society, revoke a direction under paragraph 38C(1)(a) if, at the time of the revocation, he or she considers that the direction is no longer necessary or appropriate.
(2)	A direction ceases to have effect if:
	(a)	the registrar revokes it under subsection (1); or
	(b)	the registration of the registered society is cancelled under section 	39.
38G.	Power to make a banning order 
(1)	The Minister may, on the recommendation of the registrar make a banning order against a person if: 
	(a)	the person has not complied with the requirements under this Act; or 
	(b)	the registrar has reason to believe that the person is likely to 	breach a provision of this Act; or 
	(c)	the person is convicted of fraud; or
	(d)	the registrar has reason to believe that the person is not of good 	character; or
	(e)	the person has been involved in a contravention of this Act by 	another person; or 
	(f)	the registrar has reason to believe that the person is likely to 	be involved in breaching a provision of this Act by another person. 
(2)	The Minister may by a banning order prohibit a person permanently or for a specific period from: 
	(a)	applying for or retaining membership of a registered society; or 
	(b)	being an officer of a registered society.
(3)	Before making a banning order, the Minister must give the person an opportunity to make written submissions to the Minister stating reasons why the Minister should not make a banning order. 
(4)	After taking into account any written submissions, the Minister must decide whether to: 
	(a)	 proceed with the banning order; or
	(b)	 take no further action.
38H.	Consideration of good character
For the purpose of paragraph 38G(1)(d), the Minister may have regard to the following in considering whether, at a particular time, there is reason to believe that a person is not of good character: 
(a)	any conviction of the person, within 10 years before that time, for an offence that involves dishonesty and is punishable on conviction to  imprisonment for at least 3 months; or
(b)	whether the person has been a member of a society whose registration was suspended or cancelled; or
(c)	any other matter that the Minister considers relevant. 
38I.	Duration of banning order and publication
(1)	If the Minister has reason to believe that a person is not of a good character, the Minister may make the banning order permanent.
(2)	In any other case, the Minister must specify the period of the banning order.”
23	After section 47 in Part 7
Insert
“47A.	 Revival of dissolved society  
(1)	If a co-operative society has been dissolved under this Part, any interested person may apply to the registrar to have the co-operative society revived by submitting to the registrar:
	(a)	an application for revival in such form as the registrar may 	prescribe; and 
	(b)	any other information as the registrar may require. 
(2)	If the registrar receives an application for revival under subsection (1) and the registrar is satisfied that the co-operative society is in compliance with this Act, the registrar may:
	(a)	issue a certificate of revival to the co-operative society; and
	(b)	impose any conditions on the co-operative society that he or she 	considers necessary with respect to the society.
(3)	A co-operative society is revived on the date shown in the certificate of revival.
(4)	If a co-operative society is revived under this section, it:
(a)	has all the rights and privileges of a registered society and is taken to be a registered society; and
	(b)	is liable for the obligations, that it would have had if it had not 	been dissolved, subject to any terms that may be imposed by the 	registrar and to any rights acquired by any person after its 	dissolution.”
24	After Part 9A
Insert
“PART 9B	VANUATU CO-OPERATIVE LEADERSHIP AND  					MANAGEMENT COUNCIL  
52D.	Establishment of the Council
The Vanuatu Co-operative Leadership and Management Council is established.
52E.	Functions of the Council
(1)	The functions of the Council are to advise the Minister generally, and to make recommendations, with regards to:
	(a)	the policy for the development of co-operative societies in 	Vanuatu; and
	(b)	the application of any of the provisions of this Act or any other law 	on matters affecting co-operative societies; and
	(c)	the rules made under this Act; and
	(d)	any matter concerning the Co-operative Development Fund; and
	(e)	any matter referred to the Council by a registered society, a 	 	registered probationary society or member of a registered society 	that relates to promoting the development of co-operative 	societies; and
	(f)	any decision the Minister is required to take under this Act.
(2)	The Council may also engage with the Government, the private sector and stakeholders, and engage in advocacy on behalf of co-operative societies.
52F.	Composition of the Council
(1) 	The Council consists of 8 persons to be appointed by the Minister as follows:
	(a)	6 persons representing each province nominated by the 	registered societies in each province; and
	(b)	1 person nominated by the Minister; and
	(c)	the registrar or his or her representative. 
(2)	The meetings to elect the persons under paragraph (1)(a) must be organised by the tertiary societies acting jointly except:
	(a)	if only 1 tertiary society has been formed and registered under 	this Act, the elections must be organized by that tertiary society 	and the Department; or
(b)	if no tertiary society has been formed and registered under this Act, the elections must be organized by the Department. 
(3)	The members of the Council are to elect amongst themselves the Chairperson and the Deputy Chairperson.
52G.	Term of office and conditions of service of members of the Council
(1)	Subject to section 52F, the members of the Council are to be appointed for a period of 2 years.
(2)	A member of the Council is eligible for re-appointment and must not hold office for more than 2 consecutive terms.
(3)	A member of the Council may resign by notice in writing to the Minister.
(4)	The Minister may, by notice in writing, remove a member of the Council from office for:
	(a)	serious misconduct; or
	(b) 	permanent incapacity; or 
	(c)	 engaging in any activity that may undermine the integrity of the 	Council.
(5)	The Minister is to prescribe, on the recommendation of the registrar, the sitting allowances for the members of the Council.
52H.	Funding for the Council
The expenses of the Council must be paid out of the budget of the Department. 
52I.	Meetings of the Council
(1)	The Council is to meet at least 2 times a year and is to hold any other meetings as are necessary for the proper performance of its functions. 
(1A)	However, the Council must not meet more than 4 times a year.
(2)	The Chairperson is to preside over all meetings of the Council. If the Chairperson is absent the Deputy Chairperson is to preside over that meeting.
(3)	At a meeting of the Council a quorum consist of the Chairperson or Deputy Chairperson and 5 other members present at that meeting.
(4)	The decisions of the Council are made by a majority vote of members present and voting.  
(5)	If there is a tie vote at a meeting of the Council, the Chairperson has a casting vote. 
(6)	Despite subsection (4), a decision of the Council may be made by letter, fax, or electronic message by the majority of the members of the Council.
(7)	The decision made under subsection (6) is valid and effective as if it had been made at a meeting of the Council duly constituted. 
(8)	A decision of the Council is valid and effective as if it had been made at a meeting of the Council duly constituted if: 
	(a)	a telephone or video meeting is held and a majority of the 	members of the Council are present; and 
(b)	a decision is made by a majority votes of the members present and voting.
(9)	The Department must meet the reasonable travel expenses of members attending meetings of the Council.”
25	Paragraph 53(2)(p)
Delete “.”, substitute “;
	(q)	 prescribe a model agreement to guide the formulation of a joint 	venture partnership between a registered society and a foreign 	investor;
	(r) 	prescribe the fees to be paid in respect of: 
(i)	the issue of a registration certificate and registration of by-laws; and
 (ii)	the registration of amendments to by-laws;  and
(iii)	a search in the registration register;  and
(iv)	the issuing of certified or uncertified copies of documents; and
(v)	the registration of charges; and
(vi)	the inspection of the register of charges;  and
(vii)	the provision of training by the Department to members, committee members and employees of registered societies; and
(viii)	any other matter in respect of which a fee is payable under this Act.” 
26	At the end of section 53
Add 
“(4) 	The Minister may, in the case of a primary society, vary or waive any of the fees under paragraph 53(2)(r). 
(5)	The Minister may, under subsection (2), prescribe different fees for the different types of societies.
53A.	 By-laws
A registered society must ensure that its by-laws are consistent with the provisions of this Act.”
27	Subsection 57(1)
Repeal the subsection, substitute
“(1)	 Despite anything contained in this Act, the registrar must not register a school co-operative society except with the written consent of the Minister after consultation with the Minister responsible for education.
(1A)	 Despite section 23, a student must have attained the age of 13 years in order to qualify for membership of a school co-operative society.”
28	After section 58
Insert
“58A.	Foreign investment
(1)	This section applies to a registered society other than a savings and credit co-operative society. 
(2)	Despite the provisions of the Vanuatu Foreign Investment Promotion Act [CAP 248], an investment agreement between a registered society and a foreign investor may only be in the form of a joint venture agreement.
(3)	A joint venture agreement between a registered society and a foreign investor: 
	(a)	must not be in a reserved investment area under the Vanuatu 	Foreign Investment Promotion Act [CAP 248]; and 
	(b)	must be in accordance with the co-operative principles.
(4)	A joint venture agreement under this section is subject to the approval of the registrar and any limitations that the registrar may impose, for the purpose of operating and carrying on the joint venture enterprise created under the joint venture agreement.
(5)	The rules may prescribe an agreement to guide the formulation of a joint venture agreement between a registered society and a foreign investor.
58B.	Societies may form joint enterprise or enter into joint ventures
(1)	Registered societies may form a joint enterprise to operate a business if it is necessary or desirable for the efficient operation of the business.
(2)	A joint enterprise formed under subsection (1) is subject to the approval of the registrar and any limitations as the registrar may impose.
(3)	Registered societies which form a joint enterprise under subsection (1), may form a joint committee for the purpose of managing the joint enterprise. 
(4)	The joint committee must not have separate representation either in a tertiary society or the national apex society.
(5)	A registered society may join with private or public company to form a joint venture enterprise, subject to the written approval of the registrar.
58C.	Co-operative Development Fund  
(1)	The Minister may establish a fund to be known as the Co-operative Development Fund (“the Fund”) to promote and facilitate the social and economic development of Vanuatu by providing financial and other assistance to registered societies. 
(2)	The Fund may receive money from:
	(a)	monies appropriated by Parliament; and 
	(b)	international donor funds; and
	(c)	any other organisation or body in or outside Vanuatu.
58D.	Prohibition from interfering with management of a society
(1)	A member of a registered society who is appointed or elected to a political position is deemed to have conflict of interest and is not eligible for election as a member of the committee of a registered society.
 (2)	If:
	(a)	 a person through his or her position unreasonably interferes 	with the management or affairs of a registered society; and 
	(b)	as a result of the interference, the registered society suffers loss or 	fails to perform its functions;
	the person commits an offence punishable on conviction to a fine not exceeding VT 75,000,000.
(3)	For the purpose of this section:
(a)	“political position” means a position of provincial councillor, municipal councillor, mayor, member of parliament or any other person serving in a leadership position in a political party; 
	(b)	“interfere” means any act of interfering, hindering, obstructing, 	disturbing, blocking or impeding a registered society from properly 	performing its duties under this Act or the rules.
58E.	Registrar may require financial institution to provide information 
Despite any other Act, the registrar may, if the registrar considers it necessary to do so require any financial institution licensed under the Financial Institutions Act [CAP 254] to:
	(a)	furnish any information regarding the transactions of any 	registered society with the financial institution; and
	(b)	provide a copy showing the accounts of the registered society 	with the financial institution from the ledger kept by the financial 	institution; and
	(c)	produce any cheques paid to the credit of the registered society 	or endorsed by the registered society.
58F.	Special provisions for certain types of registered societies
Schedule 2 provides for certain matters for certain types of registered societies.” 
29	Section 59 (section heading)
Delete “national and secondary societies”, substitute “the national apex society and tertiary societies”
30	Subsection 59(1)
Delete “a national society or of a secondary”, substitute “the national apex society or of a tertiary”
31	Subsection 59(5)
Delete “the national or secondary”, substitute “the national apex society or tertiary”
32	Subsection 59(7)
Repeal the subsection.
33	Section 60
Delete “VT 10,000”, substitute “VT 15,000,000”
34	Subsection 62(1)
Delete “3”, substitute “12”
35	Paragraph 62(1)(a)
Delete “VT 20,000”, substitute “VT 30,000,000”; 
36	Section 63
Repeal the section, substitute
“(1)	A person must not in doing business in Vanuatu:
	(a)	use the word “co-operative” or any abbreviation or derivation 	as part of the name of the business or with respect to goods, 	wares, merchandise or services or the person’s method of 	conducting business; or 
	(b)	hold himself or herself or his or her business to be a registered 	society unless the person or his or her business is registered under 	this Act. 
(2)	If a person contravenes subsection (1), the person commits an offence and is liable on conviction:
	(a)	in the case of a natural person - to a fine not exceeding VT 	10,000,000 or imprisonment for a term not exceeding 3 years or 	both; or 
(b)	in the case of a body corporate - to a fine not exceeding VT 50,000,000.”
37	Schedule (Heading)
Delete “SCHEDULE”, substitute “SCHEDULE 1”
38	Item 4 Schedule 1
Repeal the item, substitute
“4.	The terms of admission of members that should be in accordance with the 	co-operative principles.”
39	At the end of the Act 
Add
"SCHEDULE 2
(Section 58F)
SPECIAL PROVISIONS RELATING TO CERTAIN TYPES OF REGISTERED SOCIETIES
PART 1	SAVINGS AND CREDIT CO-OPERATIVE SOCIETIES	
1	Application of this Part
This Part applies to a registered savings and credit co-operative society.
2	Objective of a savings and credit co-operative society 
A registered savings and credit co-operative society is solely dedicated to the promotion of thrift and saving among its members by receiving and investing their savings and creating of a source of credit for necessary or productive purposes for members at competitive rates of interest through financial intermediation.
3	Name and common bond of a savings and credit co-operative society
(1) 	The words “Savings and Credit” must form part of the name of a registered savings and credit co-operative society.  
(2) 	The by-laws of a registered savings and credit co-operative society must prescribe the common bond of occupation, association or residence to which the membership of the
 registered savings and credit co-operative society is limited, and the common bond must be clearly defined.
4	By-laws of a savings and credit co-operative society
In addition to the requirements in Schedule 1, the by-laws of a registered savings and credit co-operative society must provide for the following: 
	(a)	the appointment of a credit committee; and
	(b)	the determination of the rate of interest for loans;  and
	(c)	the maximum period which can be granted for the repayment of a 	loan; and
	(d)	the purpose of loans; and
	(e)	the consequences of default in payment of any sum due on account 	of shares or deposits or loans and the consequences of failure to 	use a loan for the purpose for which it was granted;  and
	(f)	 any other matters consistent with the rules relating to a registered 	savings and credit co-operative society . 
Part 2	 Consumer and marketing societies
1	Application of this Part
This Part applies to a registered consumer and marketing society.
2	Restriction on membership of committee 
(1) 	An employee of a registered consumer and marketing society must not be a member of the committee of the society. 
(2) 	A registered consumer and marketing society must provide in its by-laws that an elected member of the committee must not be an employee of the registered consumer and marketing society.”