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                                     FORMATION MEETING

                                      Under Sections 16 or 2...
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                     DISCLOSURE STATEMENT
                              CONTENTS




• NAME OF PROPOSED TRADING COOPERA...
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                       DISCLOSURE STATEMENT
NAME OF PROPOSED TRADING COOPERATIVE

³

EXPLANATION OF THIS FORM

³   One...
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2. WHO CAN BE A MEMBER OF THE COOPERATIVE

³     Active Membership: The Cooperatives Act, requires that a trading coo...
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3.3      The following physical resources will be used to carry out the activities of the cooperative
         (eg offi...
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      the      contract; the interest, remuneration, reward or commission which the body corporate
               or or...
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5     Detailed Financial Information
5.1   Start-up Funding

(a)   Internal Source of Funds

The number of persons w...
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(d)    Shown below are details of property or major assets other than any property or major assets it
       will own ...
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FURTHER INVESTIGATION:

Further investigation by the prospective member may be necessary. This disclosure statement is
...
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                         CASH FLOW BUDGET FORECAST
                                 FOR FIRST YEAR OF OPERATION
    ...
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            FORECASTED PROFIT AND LOSS STATEMENT
                                                    YEAR ONE

SALES...
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6     ANNEXURES
Show here which annexures are attached to this disclosure statement (tick appropriate boxes)
    Co...
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  1. 1. 1 FORMATION MEETING Under Sections 16 or 23 PROPOSED TRADING COOPERATIVE DISCLOSURE STATEMENT For Registration of a Cooperative under the Cooperatives Act 1997 Name of Proposed Trading Cooperative Date of filing Submission with Registrar Date of Approval by registrar VALID FOR A PERIOD OF 12 MONTHS FROM DATE OF APPROVAL FOR ISSUE WITHIN THE STATE OF QUEENSLAND ONLY Office of Fair Trading Department of Employment, Economic Development and Innovation GPO Box 3111, Brisbane, QLD 4001
  2. 2. 2 DISCLOSURE STATEMENT CONTENTS • NAME OF PROPOSED TRADING COOPERATIVE • EXPLANATION OF THIS FORM • LIABILITY AND FINANCIAL INVOLVEMENT • HOW WILL THIS COOPERATIVE PEROFRM ITS ACTIVITIES • HOW WILL THIS COOPERATIVE BE MANAGED • DETAILED FINANCIAL INFORMATION • ANNEXURES INCLUDING CASH FLOW, BUDGET FORECAST AND FORECAST PROFIT AND LOSS STATEMENT • FURTHER INVESTIGATION • DISCLAIMER OF LIABILITY BY THE REGISTRY OF COOPERATIVES • CERTIFICATION
  3. 3. 3 DISCLOSURE STATEMENT NAME OF PROPOSED TRADING COOPERATIVE ³ EXPLANATION OF THIS FORM ³ One of the requirements that must be met before an application to register a trading cooperative is made is to present to the formation meeting a separate, written disclosure statement for the purpose of ensuring the prospective members are adequately informed of the nature and extent of a person’s financial involvement or liability as a member of the trading cooperative. (Cooperatives Act, Section 17). LIABILITY AND FINANCIAL INVOLVEMENT ³ Section 70(2) of the Cooperatives Act states that “a member of a cooperative with a share capital is liable to the cooperative for the amount, if any, unpaid on the shares held by the member together with any charges payable by the member to the cooperative as required by the rules of the cooperative. Attach a list of rights and liabilities attaching to shares. 1 Details of liability and financial involvement 1.1 Share Capital cost per member $ 1.2 Annual Subscriptions Levies etc. $ 1.3 Outgoings, Charges $ 1.4 Other $ 1.5 Any contracts, guarantees and indemnities, contingent liabilities, unresolved or pending law suits which the cooperative will assume once formed are listed below: (A copy of relevant contracts and other documents (if any) are to be included by way of annexure) 1.6 Where an existing organisation is seeking to register as a cooperative, indicate its current name below and attach copies of the last two years’ profit and loss accounts and balance sheet.
  4. 4. 4 2. WHO CAN BE A MEMBER OF THE COOPERATIVE ³ Active Membership: The Cooperatives Act, requires that a trading cooperative’s rules specify in the way in which and the extent to which a member must use or support an activity of or maintain a relationship or arrangement with, the cooperative, for carrying on a primary activity of the cooperative (or a combination of primary activities). Members are obliged to use or support an activity, or activities, of a cooperative in order to retain the right to be a member, including the right to vote. Note: Before the proposed rules, including an active membership rule (or an alteration) can be put to members, prior approval of the draft rules by the registrar is required. 2.1 The cooperative’s active membership rule identifies the cooperative’s basic reason for existence, or primary activity or activities, as being: 2.2 and to maintain active membership of the cooperative, a member shall: 2.3 A cooperative may also have objects in addition to primary activities. (Any proposed objects should be listed below or attached as an annexure. If no objects insert the words “not applicable”) 3 HOW WILL THIS TRADING COOPERATIVE PERFORM ITS ACTIVITIES The following demonstrates the need for the trading cooperative, the resources available and the benefits expected to flow from its formation. 3.1 The cooperative intends to carry out its Primary Activity(ies)/Objects as follows: (A general statement of how the cooperative intends to carry out its primary activities is required here) 3.2 The members will have the following role in the cooperative’s functioning (eg supply produce; use common services)
  5. 5. 5 3.3 The following physical resources will be used to carry out the activities of the cooperative (eg office or factory space, furniture, equipment, plant, vehicles). 3.4 The following products or services are to be provided to members by the cooperative. 4. HOW WILL THIS COOPERATIVE BE MANAGED? 4.1 Directors: The names of those who have consented to be nominated for election as member directors to fill the positions provided for in the rules, being .......... in number, are shown below (Note: Directors must be over 18 years of age) (a) Name Address Occupation/Relevant Experience (If insufficient space, attach details as an annexure marked “Directors”) (b) Will any of the promoters or any of the proposed directors or members have a direct or indirect interest in any contract or proposed contract with the cooperative, other than an interest in a contract referred to in section 230 of the Act Yes No (In the case of a contract referred to in section 230 the contract must be made in good faith, in the ordinary course of the business of the cooperative and on such terms that will be usual and proper in similar dealings between the proposed cooperative and its members.) If yes, the following details must be specified here or by way of annexure; (i) the nature of the contract. (ii) the name of the parties to this contract. (iii) (A) the interest, remuneration, reward or commission which any promoter or director or member will be entitled to receive; or (B) where the promoter or proposed director or a member is a director, officer, shareholder or member of a body corporate or organisation, which is a party to
  6. 6. 6 the contract; the interest, remuneration, reward or commission which the body corporate or organisation will receive. (iv) the name of each promoter or proposed director or member referred to in (iii) above, and in the case of (iii)(B), the position or office held. (c) Will any of the proposed directors have a conflict of duty or interest within the provisions of section 227 of the Cooperatives Act 1997? It so, specify by way of annexure. 4.2 Day-to-Day Management: The name of the person who has agreed to be responsible to the board of directors for day-to-day management of the cooperative and brief details of his/her experience are as follows: Management is to be ( ) paid, or ( ) voluntary ( ) full time or ( ) part time (Tick appropriately) 4.3 Accounting: (a) The person named below has agreed to be responsible for general accounting and financial functions of the cooperative (b) This person has the following qualifications and experience relevant to this responsibility or this person belongs to a firm having the following qualifications and experience 4.4 Auditing (Note that the auditor must be a registered company auditor within the meaning of the Corporations Act, or an auditor approved by the Registrar as being eligible for appointment as an auditor for a cooperative) (a) The person named below has agreed to be responsible for auditing the cooperative’s accounts: (b) Attached is written evidence of the auditor’s consent to appointment as the cooperative’s auditor (a letter on the auditor’s letterhaed, marked as a separate Annexure)
  7. 7. 7 5 Detailed Financial Information 5.1 Start-up Funding (a) Internal Source of Funds The number of persons who qualify for membership of the cooperative and have indicated in writing their intention to join the cooperative, is ....................... persons. A list of the people who have indicated an interest in becoming members and the number of shares each person is subscribing (if the number of persons is only 5) is shown as an annexure marked “Members and Shares” 01 (b) The total number of shares to be subscribed by these persons is shares (c) Total share Capital to be subscribed is $................ Total entrance fees are $................ Total initial subscriptions or levies are $................ Total other charges $................. (d) External Sources of Funds If the cooperative is to use grants, subsidies, donations or other financial support to be viable, documents of funding received or requested should be given as an annexure marked “Grants and Subsidies”. (e) If the cooperative is to borrow funds, indicate here the amount: $ ............... and attach, as an annexure marked :Loan Funds”, a copy of the offer to extend finance and the terms of such loan(s). 5.2 Property and Assets (if applicable) (a) If the cooperative is to purchase property or major assets, indicate here the current market value of the property or assets: $ .................... Evidence of the availability of the property or assets should be attached as an annexure marked “Property - Assets - Freehold”. (b) If arrangements have been made, or are under negotiation, to lease property or major assets by the cooperative, evidence of this availability should be shown as an annexure marked “Property - Assets - Leasehold) - (c) Improvements to the property or assets (for example, renovations, furnishings, plant or equipment), if they are to be made, are estimated to cost $ ........... Estimates for these costs should be detailed as an annexure marked ”Property - Assets - Improvements”
  8. 8. 8 (d) Shown below are details of property or major assets other than any property or major assets it will own or lease that the cooperative have the use of: (Evidence of such arrangements must be provided by a letter of authorisation form the owner). 5.3 Demand for Proposed Cooperative’s Goods/Services Show here details of market research, or analysis of demand, for the cooperative’s goods or services that has been conducted. 5.4 Formation Expenses (a) Expenses incurred prior to the formation meeting which are to be recouped once the cooperative is formed are: $ .................. Description of these expenses: (If insufficient space, attach further details as an Annexure marked “Formation Expenses”) (b) Any contracts, guarantees and indemnities, contingent liabilities, unresolved or pending law suits which the cooperative will assume once formed are detailed below: 5.5. Forecast Cashflow Budget and Forecast Profits and Loss Statement (a) Attach as an annexure marked “Cash Flow Budget Forecast” details of both capital and revenue items anticipated for the first year of operation. (b) Attach an as annexure marked “Forecasted Profit and Loss Statement” details for the first year of operation including where appropriate; sale, cost of goods sold, gross profit margin, rebates, dividends.
  9. 9. 9 FURTHER INVESTIGATION: Further investigation by the prospective member may be necessary. This disclosure statement is not necessarily a full statement of the liability and financial involvement of a prospective member. Prospective members please note the disclaimer below. DISCLAIMER OF LIABILITY No responsibility as to the contents of : (i) the Disclosure Statement and attachments and annexures that form part of this document; and (ii) the associated Rules which all collectively make up the formation documentation, is to be taken by the Registrar of Cooperatives, the Office of Fair Trading or by any of its servants or agents. Each prospective member is advised to make any investigations (including the obtaining of professional advice) which that person believes to be necessary to satisfy himself or herself about the contents of this a formation documentation or the decision of whether or not to join the proposed trading cooperative. It should be clearly known that the Registrar of Cooperatives, the Office of Fair Trading or any of its agents or servants are not engaged in the provision of legal or other professional services to the public, prospective members or cooperatives. If legal or other expert advice is required, the services of a competent professional person should be sought. CERTIFICATION We the undersigned, certify that this is a copy of the disclosure statement which was presented to the formation meeting on (date) for the purpose of forming a trading cooperative to be know as: ..........................................................................Chairperson of Formation Meeting Signature ...............................................................................Secretary of Formation Meeting Signature Note: This certification is signed at the Formation Meeting which is held after the draft formation documentation which includes the proposed Rules, and the Disclosure Statement have been approved by the Registrar and returned to the sponsors of the proposed cooperative.
  10. 10. 10 CASH FLOW BUDGET FORECAST FOR FIRST YEAR OF OPERATION ESTIMATES . FIRST YEAR $ CASH Issues of Shares to members IN Grants & Subsidies Subscriptions & Donations Commercial Revenue Loans Raised + TOTAL CASH RECEIPTS Materials CASH Wages & Salaries OUT Transport & Travel Rent Insurance Repair & Maintenance Administration Expense Audit Interest on Borrowing Capital Expenditure Tax Sundries --- TOTAL CASH PAYMENTS == CLOSING BANK BALANCE Please note; • the forecasted Cash-flow Budget and Profit and Loss Statement are provided as examples only. You may want to add additional items appropriate to your proposed cooperative. • show your calculations any assumptions for individual items on a separate sheet, eg. cost of shares per member x number of members = total issue of shares to members in $; • check all items of income and expense included; • check arithmetic.
  11. 11. 11 FORECASTED PROFIT AND LOSS STATEMENT YEAR ONE SALES Less: Cost of Goods Sold GROSS PROFIT Add: Other Income TOTAL INCOME Less: Fixed Costs Operational Costs OPERATING PROFIT (LOSS) Less: Income Tax attributable to Operating Profit OPERATING PROFIT (LOSS) AFTER TAX Less: Proposed Rebates/Dividends RETAINED PROFITS
  12. 12. 12 6 ANNEXURES Show here which annexures are attached to this disclosure statement (tick appropriate boxes) Contracts Etc Feasibility Study Existing Organisation Accounts Business Plan Activities Property - Assets - Freehold Directors Property - Assets - Leasehold Director/Promoter’s Interest in Contract Property - Assets -Improvements Auditors Letter Property - Assets - Other Members and Shares Formation Expenses Grants and Subsidies Cash Flow Budget Forecast Loan Funds Forecasted P&L Statement Market Research Rights and Liabilities attaching to shares

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