Co-Operative Societies Act 2008

148. Division of society

1.      Any society may, by resolution in this section referred to as a “preliminary resolution” passed by three-fourths of the members present and voting at a special general meeting called for the purpose, resolve to divide itself into 2 or more societies.

2.      A preliminary resolution-

a.      shall contain proposals for the division of the assets and liabilities of the society among the new societies into which it is proposed to divide the society; and

b.     may specify the area of operation of, and the members who will constitute, each of the new societies.

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3.      A copy of the preliminary resolution shall be sent to the Registrar and all members and creditors of the society that is being divided.

4.      At least ten days notice of the preliminary resolution shall be given to any person whose interests will be affected by the division of the society, and the notice shall be published at least once in a newspaper circulating in .

5.      Any member of a society may, notwithstanding any by-law to the contrary, by notice given to the society within a period of 3 months from his receipt of the preliminary resolution, state his intention not to become a member of any of the new societies.

6.      Any creditor of the society may, notwithstanding any agreement to the contrary, by notice given to the society within a period of 3 months from his receipt of the preliminary resolution, state his intention to demand the payment of moneys due to him.

7.      Any person, other than a member or creditor, whose interest may be affected by the division of a society may, by notice given to the society, object to the division unless his claim is satisfied.

8.      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 to any other person given under subsection (4), another special general meeting of the society, of which at least 15 days notice shall be given to its members, shall be convened for the consideration of the preliminary resolution.

9.      If at the special general meeting referred to in subsection (8) the preliminary resolution is confirmed by a special resolution either without changes or with such changes as in the opinion of the Registrar are not material, the Registrar may, subject to subsection (11) and section 13, register the new societies; and upon registration, the original society shall be deemed to be dissolved and its registration cancelled.

10.   The decision of the Registrar as to whether any changes made in the preliminary resolution are material shall be final and not subject to any appeal.

11.   At the special general meeting referred to in subsections (8) and (9) provision shall be made by another resolution for-

a.      repayment of the share capital of all the members who have given notice under subsection (5);

b.     satisfaction of the claims of all the creditors who have given notice under subsection (6);

c.      satisfaction of the claims of such of the other persons who have given notice under subsection (7), but no member or creditor or other person shall be entitled to such repayment or satisfaction until the preliminary resolution is confirmed in accordance with subsection (9).

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12.   Where within such time as the Registrar considers reasonable-

a.      the share capital of the members referred to in subsection (11)(a) is not repaid;

b.     the claims of the creditors referred to in that subsection are not satisfied; or

c.      the claims of the other persons mentioned in subsection (11)(c) are not satisfied or secured, the Registrar may refuse to register the new societies.

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