(d) records and documents relating to transactions, dealings, business or property of the association; secretary, of an incorporated association, means the person who is for the time being the secretary of the association under Division 1 of Part 6; special resolution means a resolution of an incorporated association passed in accordance with section 64; tier one association has the meaning given in section 90(2); tier three association has the meaning given in section 90(4); tier two association has the meaning given in section 90(3). 4 Securing pecuniary profit for members (1) For the purposes of this Act, an association is not taken to secure pecuniary profit for its members or to be formed or carried on for the purposes of securing pecuniary profit for its members merely because one or more of the following apply to the association— (a) the association itself makes a pecuniary profit, unless that profit, or any part of it, is divided among or received by its members or some of them; (b) the members of the association are entitled under this Act to divide its assets among themselves on its dissolution; (c) a member of the association receives— (i) a payment of remuneration in good faith; or
(i) the likely scale or nature of the activities of the proposed association; or (ii) the likely value or nature of the property of the proposed association; or (iii) the extent or nature of the dealings which the proposed association has, or is likely to have, with the public; or (b) for any other prescribed reason. (4) If the Registrar refuses to register a registrable body, the Registrar must— (a) give written notification to the applicant of the decision; and (b) include in the notification the reasons for the decision. (5) If the applicant is notified by the Registrar under subsection (4) of the Registrar's refusal to register the body, the applicant may within 28 days after the notification apply to VCAT for a review of the decision. 14 Incorporation and certificate of registration (1) A registrable body becomes an incorporated association on being registered as an incorporated association under this Act. (2) On the registration of the association, the Registrar must issue a certificate of registration. (3) The certificate of registration must be in the approved form and contain the prescribed particulars. 15 Effect of incorporation of registrable body
(1) The registration of a registrable body as an incorporated association under this Act does not affect the identity of the body and that body is taken to be the same body before and after the registration. (2) Any right or claim by or against a registrable body existing immediately before its incorporation under this Act may be continued by or against the incorporated association in its former name or in the name of the incorporated association. (3) On the incorporation of a registrable body under this Act— (a) the registrable body is dissolved and no provision of any other Act relating to the incorporation, formation or registration of the body applies to the incorporated association; and (b) the person responsible for the registration of the body under another Act may cancel that registration. (4) On the incorporation of a registrable body under this Act, the property of the body vests in the incorporated association subject to— (a) any trust; and (b) any restriction, limitation, mortgage, charge, security interest, encumbrance, lien, lease, covenant, contract or liability— to which the property was subject immediately before it so vested. (5) If, immediately before the incorporation of a registrable body under this Act, the registrable body was not a body corporate, section 9 applies on the incorporation of the registrable body as if a reference in that section to an association were a reference to the registrable body.
incorporated limited partnership under the Partnership Act 1958; or S. 22(3)(b)(iv) amended by No. 9/2013 s. 42(Sch. 2 item 2). (iv) the corporate name of another body that is registered as a co-operative under the Cooperatives National Law (Victoria); or (v) a name that is reserved or registered for another body under the Corporations Act or the Corporations (Aboriginal and Torres Strait Islander) Act 2006 of the Commonwealth. 23 Name must appear on business documents etc. (1) An incorporated association must ensure that its name appears in legible characters— (a) on its common seal (if any); and (b) in all its notices, advertisements and other official publications; and (c) in all its business documents. Penalty: 5 penalty units. (2) An incorporated association must ensure that the registration number specified in its certificate of registration appears in legible characters— (a) in all its notices, advertisements and other official publications; and (b) in all its business documents. Penalty: 5 penalty units (3) In this section— business document, of an incorporated association, means any of the following
(e) the association has not lodged with the Registrar copies of the financial statements of the association in accordance with section 102 for each of the preceding 2 years; or (f) the incorporation of the association has been obtained by fraud or mistake; or (g) the association exists for an illegal purpose; or (h) the association has— (i) been given notice by the Registrar of a breach of this Act or the regulations or the rules of the association; and (ii) failed to remedy the breach within the time specified in the notice; or (i) the association has failed to comply with a direction by the Registrar under section 111(1) within the period specified in the notice; or (j) in the opinion of the Registrar, circumstances exist which, in the public interest, justify the winding up of the association. (3) The Registrar must not certify any matter referred to in subsection (2) unless the matter has been proved to the satisfaction of the Registrar. Note Under section 151, the winding up of an incorporated association is declared to be an applied Corporations legislation matter in relation to the provisions of Part 5.6 (Winding up generally) of the Corporations Act. As such, the winding up of an incorporated association is subject to any requirements under those provisions. 128 Procedure before certification
(ii) had been complied with at a specified date but not before then; (c) that, on a specified date, a specified person was or was not the secretary or public officer of a specified incorporated association; (d) that, on a specified date— (i) a specified address was the registered address of a specified incorporated association last notified under this Act to the Registrar; or (ii) a specified address was the address of the secretary or public officer of a specified incorporated association last notified under this Act to the Registrar; (e) that, as at a specified date, a copy of the rules of, or trusts relating to, an incorporated association is a true copy of the rules or trusts. (2) A certification of a matter made by the Registrar under subsection (1) is prima facie evidence of the matter or matters stated in the certificate. (3) A certificate of registration issued to an incorporated association under section 8, 14 or 20 is conclusive evidence of the incorporation of the association under this Act. (4) A copy of a document relating to an incorporated association that is certified by the Registrar as a true copy is admissible in evidence as if it were the original document. 217 Service of documents