Co-Operative Societies Act 2008
Part XI Dissolution
158. Dissolution by members
1. Subject to the approval of the Registrar, the members of a society may authorise the dissolution of the society.
2. The Board shall cause a notice of a special meeting of members to be sent in the manner prescribed by section 43 to each member for the purpose of authorising a dissolution.
3. Each member of the society has the right to vote with respect to dissolution.
4. For the purpose of subsection (1) dissolution is authorised when the members approve the dissolution by a special resolution of the membership.
5. Where the Registrar-
a. receives notice, in a form satisfactory to him, of an authorisation to dissolve a society; and
b. is satisfied that it is in the best interest of the society and its members, he shall approve the dissolution.
6. The authorisation approved pursuant to subsection (4) shall set out-
a. the assets and liabilities of the society;
b. the claims of any creditors;
c. the number of members; and
d. the nature and extent of the members’ interest in the society.
7. Subject to subsection (9), where a society has an unallocated surplus and the authorisation approved pursuant to subsection (4) states that it is not to be paid out at the time of the society’s dissolution, the unallocated surplus must be paid to one or more trustees who are-
a. named in the special resolution; or
b. where not named in the special resolution, appointed by the Registrar.
8. The trustees named or appointed pursuant to subsection (7) shall-
a. deposit the money in a special trust account-
i. in a registered society; or
ii. a bank registered under the Banking Act.
b. invest the money in any manner authorised by law.
9. Where a trust is created pursuant to subsection (7), the income and principal of the trust is required to be expended within a period of 20 years from the date that the trust was established for any co-operative purpose the Registrar considers fit.
10. In this section-
a. “interest” means the interest of a member in a society and includes member loans and obligations of any kind that-
i. arise by virtue of the by- the society; and
ii. are owed by the society to the members;
b. “unallocated surplus” includes any net proceeds from the sale of assets on dissolution of the society after the liabilities of the society and the claims of creditors and members have been satisfied.