Co-operatives Act, 1996
Act 23 of 1996
- Published in Government Gazette no. 1467 on 20 December 1996
- Assented to on 6 December 1996
- Commenced on 20 December 1996
- [This is the version of this document from 20 December 1996 and includes any amendments published up to 6 October 2022.]
1. DefinitionsIn this Act, unless the context indicates otherwise -“Advisory Board” means the Co-operatives Advisory Board established by section 84;“annual general meeting”, in relating to a co-operative, means an annual general meeting referred to in section 41;“board”, in relations to a co-operative, means the board of the co-operative concerned referred to in section 29, by whatever name it may in terms of the by-laws of the co-operative be known;“by-laws” means the by-laws of a co-operative, by whatever name it may be called by the co-operative concerned, referred to in section 11 and approved by the Registrar in terms of section 16(1)(c)(iii), and includes any amendment of such by-laws made by the co-operative and approved by the Registrar in terms of section 12;“chief executive officer”, in relation to a co-operative, means the person appointed by a co-operatives as provided in section 26(2), by whatever designation he or she may in terms of the by-laws of the co-operative concerned be called;“co-operative” means -(a)a workers’ co-operative; or(b)a service co-operative,formed as provided in section 10 and registered, whether provisionally or fully, as a co-operative in terms of section 16, and includes, for purposes of the provisions of sections 12 and 17(1)(a) and (d) Parts V, VI, VII, VIII, IX, X, XI, XII, XV, XVI and XVII, an external co-operative;“dispute” means a dispute in relation to -(a)an alleged contravention of, or a failure to comply with, any provision of this Act or the by-laws or rules regulating the internal affairs of a co-operative;(b)the suspension or expulsion of a member of a co-operative;“external co-operative” means a co-operative of a level higher than the level of a primary co-operative and which has been registered outside Namibia;“general meeting”, in relation to a co-operative, means any ordinary or extraordinary meeting referred to in section 42, and includes an annual general meeting;“liquidator”, in relation to a co-operative being wound-up, means a person appointed under section 77 to carry out the winding-up of the co-operative;“Minister” means the Minister of Agriculture, Water and Rural Development;“Ministry” means the Ministry of Agriculture, Water and Rural Development;“net surplus”, in relation to a co-operative, means the surplus which results from the operations of the co-operative concerned during a financial year;“official stamp of the Registration Office of Co-operatives” means the official stamp of the Registration Office for Co-operatives determined under section 4(b);“Permanent Secretary” means the Permanent Secretary: Agriculture, Water and Rural Development;“person” includes a natural person, a corporate body or an unincorporated association of persons;“prescribe” means prescribed by regulation or under this Act;“primary co-operative” means a co-operative formed as provided in section 10(3);“register of co-operatives” means the register of co-operatives referred to in section 5;“registered office”, in relation to a co-operative, means the place where its head office is situated;“Registration Office for Co-operatives” means the Registration Office for Cooperatives referred to in section 2;“Registrar” means the Registrar of Co-operatives appointed under paragraph (a) of subsection (1) of section 3, and includes an acting Registrar of Co-operatives appointed under paragraph (b) of that subsection and the Deputy Registrar of Co-operatives appointed under paragraph (c) of that subsection, if any;“repealed Ordinance” means the Co-operative Societies Ordinance, 1946 (Ordinance 15 of 1946), repealed by section 110;“seal of the Registrar” means the seal of the office of the Registrar referred to in section 4(a);“secondary co-operative” means a co-operative formed as provided in section 10(4)(a);“service co-operative” means any co-operative referred to in paragraph (b) of subsection (1) of section 8 which enters into at least 51 per cent of its transactions with its members;“special resolution”, in relation to a co-operative, means a special resolution passed at a general meeting of the co-operative by a majority of votes of at least two-thirds of the members present at such meeting;“supervisory committee”, in relation to a co-operative, means the supervisory committee, if any, of the co-operative concerned referred to in section 37;“this Act” includes the regulations made thereunder;“Tribunal” means the Co-operatives Tribunal established by section 93;“workers’ co-operative” means a co-operative referred to in paragraph (a) of subsection (1) of section 8 of which -(a)all its members are working, in their capacity as members, in the co-operative; and(b)at least 70 percent of the persons working on a full time basis in the co-operative, whether as employees or in their capacity as members, are persons who are members of that co-operative.
Part I – Administration of Act
2. Registration Office for Co-operativesThe office established by section 3(2) of the repealed Ordinance for the registration of co-operative societies and companies and for the other purposes of that Ordinance shall, notwithstanding the repeal of that Ordinance, continue to exist and shall be the Registration Office for Co-operatives for purposes of the registration of co-operatives in terms of, and for the other purposes of, this Act and shall be under the control of a person to be known as the Registrar of Co-operatives.
3. Appointment of Registrar of Co-operatives, Deputy Registrar of Co-operatives and acting Registrar of Co-operatives
4. Seal on Registrar and official stamp for Registration Office for Co-operativesThe Minister shall determine -
5. Register of co-operatives
6. Inspection of register of co-operatives or other documents, and making of copies or extracts thereof
7. Annual report by Registrar
Part II – Categories and types of, and persons who may form, co-operatives
8. Categories and types of co-operatives
9. Objects of, and co-operatives principles applicable to, co-operativesA co-operative shall -
10. Persons who may form, and become members of, co-operatives
Part III – Provisions relating to by-laws of co-operatives
11. Contents of by-laws of co-operatives
12. Amendment of by-laws
Part IV – Registration of co-operatives
13. Co-operatives’ formation committees
14. Co-operatives’ founders meetings
15. Applications for registration of co-operatives
16. Registration of co-operatives
17. Effect of registration of co-operatives
18. Written contracts entered into on behalf of co-operative before registrationAny written contract entered into by any person purporting therein to have been so entered into on behalf of a co-operative before it has been registered under section 16 may, if such contract is within the objects and powers of such co-operative, be ratified and adopted by such co-operative after its registration, whereupon such contract shall be enforceable by or against such co-operative as if it were entered into by such co-operative.
19. Registration of external co-operatives in Namibia
Part V – Membership and liabilities of members of co-operatives
20. Registers of members of co-operatives
21. Termination of membership of co-operatives and suspension of members
22. Liability of members of co-operativesIn a co-operative limited by shares the liability of a member shall be limi-ted to an amount equal to the nominal value of the shares in the cooperative held by him or her or it in so far as the amount has not been paid up.[The word “limited” contains an unnecessary hyphen.]
23. Imposition of fines upon members for contraventions of, or failures to comply with, by-laws or internal rules of co-operatives
24. Preference of co-operatives as creditors in respect of certain debts owing by membersNotwithstanding anything to the contrary contained in the Insolvency Act, 1936 (Act 24 of 1936), a co-operative shall in respect of a debt owing to it by any member for -
25. Agreements entered into with co-operatives by members who are minorsA member of a co-operative who is a minor may, without the permission or assistance of his or her parent or guardian -
Part VI – Administration of co-operatives
26. Postal addresses and registered offices, and chief executive officers, of cooperatives
27. Use and publication of names by co-operatives
28. Copies of this Act, by-laws and internal rules of co-operatives and registers of members of co-operatives to be open to inspectionA co-operative shall keep a copy of this Act, its by-laws, the rules regulating its internal affairs and the register of its members referred to in section 20 open to inspection to its members or auditor or to the Registrar, free of charge, at all reasonable times at its registered office.
Part VII – Boards and supervisory committees
29. Boards of co-operatives
30. Qualifications of members of boardsA person shall not hold office as a member of a board -
31. Vacation of offices by members of boards, and filling of casual vacancies
32. Office bearers of boards
33. Meetings of boards
34. Minutes of meetings of boards
35. Liability of members of boardsA member of the board or its chief executive officer or other officer of the co-operative shall not be liable to any person in his or her personal capacity for any loss or damage which may occur in or in connection with the performance of his or her duties, unless -
36. Subcommittees of boards
37. Supervisory committees of co-operatives
38. Functions of supervisory committees
39. Meetings of supervisory committees
40. Notification to Registrar of certain information relating to members of boards and supervisory committeesA co-operative shall inform the Registrar in writing of -
Part VIII – Meetings of members of co-operatives
41. Annual general meetings
42. Ordinary and extraordinary general meetings
43. Appointment of proxiesA member of a co-operative that has more than 1000 members may, if authorized thereto by the by-laws of the co-operative, appoint, in a form approved by the Registrar, any member who is competent to become a member of the board as his or her proxy to attend, speak and vote in his or her stead at a general meeting of the co-operative: Provided that -
44. Quorum for general meetings
45. Chairperson of general meetings
46. Minutes of general meetingsA co-operative shall cause minutes to be kept of all proceedings at its general meetings and to be entered as soon as may be possible, but not later than the date of the next annual general meeting or ordinary or extraordinary general meeting, as the case may be, of the members of the co-operative, in one or more books to be kept for that purpose at the registered office of the co-operative.
47. Voting rights of members
48. Meetings of members held on area or regional basis
Part IX – Financial matters of co-operatives
49. Funds of co-operativesThe funds of a co-operative shall comprise -
50. Share capital of co-operatives
51. Share certificates
52. Payment for shares
53. Bonus shares
54. Cancellation of shares
55. Transfer of shares
56. Restriction on loans and investment of funds of co-operatives
57. Provisions relating to grants, donations or other contributions made to co-operative
58. Co-operatives may maintain capital reserve funds or deferred expenditure funds
59. Distribution of net surplus
60. Restriction on granting financial assistanceA co-operative shall not -
61. Restriction relating to borrowing money
Part X – Accounting records, annual financial statements and auditing
62. Financial yearThe financial year of a co-operative shall, unless its by-laws provide otherwise, be a year ending on the last day of February.
63. Keeping of accounting records
64. Annual financial statements
65. Rights of members to inspect annual financial statementsUnless copies of the annual financial statements were sent to every member of the co-operative at least 14 days before the annual general meeting at which such statements are to be dealt with, the co-operative shall for a period of at least 14 days before the said meeting make copies of the said statements available at the registered office and every branch of the co-operative for inspection by the members of the co-operative.
66. Annual auditing of co-operatives
67. Rights of auditorAn auditor of a co-operative shall have -
68. Powers and duties of auditor
69. Submission of annual reports and auditors’ reportsA co-operative shall, as soon as practicable, but not later than one month after the end of the annual general meeting, submit to the Registrar an annual report, in such form as may be determined by the Registrar, on its activities during its financial year, together with two certified copies of the audited financial statements of the co-operative and the auditor’s report for that year after they have been approved by the annual general meeting.
70. Enquiries into affairs of co-operatives by or on authority of Registrar or supervisory committees
71. Powers of Registrar on account of reports or in consequence of enquires
72. Expenses incurred in connection with enquires held under this ActThe expenses incurred in connection with any enquiry held under this Act shall be paid -
Part XI – Amalgamation, transfer, division and conversion of co-operatives
73. Amalgamation of co-operatives
74. Division of co-operatives
75. Transfer of assets and liabilities of co-operative to any other co-operative
76. Conversion of co-operative to any other kind or form of juristic person or to unincorporated association of persons
Part XII – Winding-up of co-operatives
77. Winding-up of co-operatives and appointment of liquidator
78. Commencement of winding-up of co-operativeThe winding-up of a co-operative shall commence on the day on which the Registrar’s order in terms of section 77(1) that the co-operative be wound-up is received by the co-operative concerned, and in any case such commencement shall not be later than 14 days after the day on which that order was forwarded by certified post to the co-operative concerned.
79. Effect of winding-up on status of co-operative and legal proceedings
80. Powers of liquidator
81. Powers of Registrar to control liquidationA liquidator shall exercise his or her powers subject to the control and supervision of the Registrar, who may -
82. Disposal of assets on liquidationUpon winding-up of a co-operative, the assets, including the capital reserve fund and deferred expenditure fund referred to in section 58(1), shall be applied first to the costs of liquidation, then to the discharge of all preferent claims, then to the discharge of an deposit liabilities to its depositors, then to the discharge of all other liabilites of the co-operative, then to the payment of share capital held by members and then, provided that the by-laws of the co-operative permit, to the payment of a dividend or bonus at a rate not exceeding that as laid down in the by-laws of the co-operative for any period during which no dividend or bonus was in fact paid.[The word “liabilities” is misspelt in the Government Gazette, as reproduced above.]
83. Cancellation of registration
Part XIII – Co-operatives Advisory Board[The spacing of this heading differs from the spacing of the headings of most of the other parts.]
84. Establishment of Co-operatives Advisory BoardThere is hereby established a board to be known as the Co-operatives Advisory Board.
85. Functions of Advisory Board
86. Members of Advisory Board
87. Committees of Advisory Board
88. Terms of office and conditions of service of members of Advisory Board
89. Vacation of offices by members of Advisory Board
90. Meetings of Advisory Board
91. Performance of administrative functions of Advisory Board
92. Expenses in connection with functions of Advisory BoardThe expenditure incidental to the performance of the functions of the Advisory Board shall, subject the State Finance Act, 1991 (Act 31 of 1991), be defrayed from moneys appropriated by law for that purpose.
Part XIV – Co-operatives Tribunal
93. Establishment of Co-operatives TribunalThere is hereby established a tribunal to be known as the Co-operatives Tribunal.
94. Functions of Tribunal
95. Members of Tribunal
96. Powers and duties of Tribunal
97. Representation of parties to a disputeA party to any proceedings before the Tribunal may appear in person or, in the case of a co-operative, by way of a member of the board or member or employee authorized thereto by the board, or be represented by a legal representative admitted as a legal practitioner in terms of the laws of Namibia governing the admission of legal practitioners.
Part XV – Disputes between co-operatives or members of co-operatives and Registrar or such co-operatives or members and person other than Registrar
98. Appeals against decisions or orders of Registrar
99. Reporting of disputes
100. Disputes between co-operatives or members of co-operatives and persons other than Registrar
101. Disputes between co-operatives or members of co-operatives and Registrar
Part XVI – Offences and penalties
102. Prohibition of use of word “co-operative”Any person other than a co-operative who trades or carries on business under a name or title of which the word “co-operative” is part without the approval of the Registrar shall be guilty of an offence and on conviction liable to a fine not exceeding N$100 000 or to imprisonment for a period not exceeding five years or to both such fine and imprisonment.
103. False statementsAny person who in any application, return, report or other document under this Act wilfully furnished information or makes a statement which is false in any material respect shall be guilty of an offence and on conviction be liable to the penalty which may be imposed by law for the crime of forgery and uttering.
104. Offences and penaltiesAny person who contravenes or fails to comply with any provision of section 19(1), 20(1), 27(3), 28, 29, 41, 42(1), 47, 57, 58, 59(2), 61, 62, 64(1) or (4), 65(1) or (3), 66, 67 or 70, shall be guilty of an offence and on conviction be liable to a fine not exceeding N$100 000 or to imprisonment for a period not exceeding five years or to both such fine and imprisonment.
Part XVII – Miscellaneous provisions
105. Closed co-operatives
106. Determination of fees
107. RegulationsThe Minister may make regulations -
108. Delegation of powers
109. Application of Act 23 of 1965 to co-operatives
110. Repeal of laws, and savings
111. Interpretation of certain expressionsAny reference in any law to a co-operative agricultural society, co-operative agricultural company, farmers’ special co-operative company or co-operative trading society shall be construed as a reference to a co-operative as defined by section 1.
112. Short titleThis Act shall be called the Co-operatives Act, 1996.
History of this document
20 December 1996 this version
Published in Government Gazette number 1467
06 December 1996