Version No. 076 Associations Incorporation Act 1981 No. 9713 of 1981 Version incorporating amendments as at 28 May 2012 table of provisions Section Page 1 1 Short title and commencement 1 2 Repealed 1 3 Definitions 1 9 4 Authority to apply for incorporation 9 5 Application for incorporation 10 6 Rules of association 11 7 Certificate of incorporation 12 8 Vesting of property 13 9 Application for making of recordings in the Register 14 10 Application to bring companies etc. under this Act 18 11 Incorporation of company etc. 23 25 12 Name of association 25 12A Name to appear on business documents 26 13 Change of name 27 13A Registered address of incorporated association 28 30 14 Interpretation 30 14A Enforceability of rules and purposes 30 14B Grievance procedure 32 14C Oppressive conduct 33 15 Rights and liabilities of members 36 16 Powers of incorporated association 36 17 Ultra vires or prohibited transactions 38 18 Disposal of trust property 39
S. 10(1) amended by Nos 9761 s. 3,14/1995 ss 4, 5, 84/1996 s. 467(Sch. 6 item 3.1), 57/1997 s. 6(4)(a)(b), 44/2001 s. 3(Sch. item 7.1). (1) A company limited by guarantee within the meaning of the Corporations Act that is taken to be registered in Victoria or a co-operative, society, association, institution or body formed, or incorporated or registered under the Cooperatives Act 1996 or the Industrial and Provident Societies Act 1958 or any Act relating to the incorporation, formation or registration of societies, associations, institutions or bodies (whether before or after the commencement of this Act) may apply for incorporation under this Act if— S. 10(1)(a) amended by No. 57/1997 s. 6(4)(a). (a) the company, co-operative, society, association, institution or body has— (i) in the case of a company, passed a special resolution approving the application; or (ii) in any other case, resolved in accordance with its rules that the application be made; S. 10(1)(b) amended by No. 57/1997 s. 6(4)(a). (b) the purposes of the company, co-operative, society, association, institution or body are purposes for which an incorporated association may lawfully be carried on; and S. 10(1)(c) amended by No. 57/1997 s. 6(4)(a). (c) the company, co-operative, society, association, institution or body has rules that comply with this Act or, upon incorporation under this Act, that will so comply, whether by reason of the adoption of new rules or the model rules or the alteration of its articles of association or former rules.
S. 11(1)(b) amended by Nos 57/1997 s. 6(4)(a), 36/2011 s. 33. (b) the Registrar or other person having responsibility for the registration of the company, co-operative, society, association, institution or body under another Act, may cancel that registration; and S. 11(1)(c) amended by No. 57/1997 s. 6(4)(a). (c) the property of the company, co-operative, society, association, institution or body vests in the incorporated association subject to— (i) any trust; and S. 11(1)(c)(ii) amended by No. 10236 s. 8(1)(f). (ii) any restriction, limitation, mortgage, charge, encumbrance, lien, lease, covenant, contract or liability— to which the property was subject immediately before it so vested. (2) Nothing in this section affects the operation in relation to an incorporated association of the provisions of any other Act relating to the registration under that other Act of persons or bodies carrying on business of a particular kind or engaging in other activities of a particular kind. s. 11 _______________ Pt 3 (Heading) amended by No. 57/1997 s. 7. 12 Name of association s. 12 S. 12(1) substituted by No. 79/2011 s. 29. (1) Except with the consent of the Minister, an association shall not be incorporated under a name that, in the opinion of the Registrar— (a) is undesirable; (b) is likely to be confused with or mistaken for—
S. 13(3) amended by No. 35/2000 s. 3(c). (3) An application under subsection (2) shall be in the form approved by the Registrar and containing the prescribed particulars and— (a) shall be made within the prescribed period after the date of the meeting of the incorporated association at which the special resolution was passed; S. 13(3)(b) repealed by No. 10236 s. 8(1)(g). * * * * * (c) shall be accompanied by such verification of the application as is prescribed; and (d) shall be accompanied by the prescribed fee. (4) Where an application is made under this section, the Registrar shall not approve a change of name of an incorporated association unless the proposed new name is a name under which an association could be incorporated under this Act. S. 13(5) substituted by No. 10236 s. 8(1)(h). (5) Where an application is made under this section and the Registrar approves the change of name of an incorporated association, the Registrar shall issue a new certificate of incorporation. s. 13 S. 13(5A) inserted by No. 10236 s. 8(1)(h). (5A) If the name of an incorporated association is a name under which it ought not, by reason of section 12(1), to have been incorporated or to which by reason of section 13(4), it ought not to have been changed, the Registrar may by notice in writing given to the incorporated association direct it to change its name. S. 13(5B) inserted by No. 10236 s. 8(1)(h). (5B) A notice to an incorporated association under subsection (5A) has effect as if it were a special resolution of the incorporated association. (6) A change of name of an incorporated association pursuant to this Act does not operate—
(a) to create a new legal entity; (b) to prejudice or affect the identity of the body corporate constituted by the incorporated association or its continuity as a body corporate; (c) to affect the property, or the rights or obligations, of the incorporated association; or (d) to render defective any legal proceedings by or against the incorporated association— and any legal proceedings that might have been continued or commenced by or against the association by its former name may be continued or commenced by or against it by its new name. S. 13A inserted by No. 57/1997 s. 9. 13A Registered address of incorporated association s. 13A (1) An incorporated association must have a registered address which may be the address of the public officer. S. 13A(2) substituted by No. 8/2003 s. 6. (2) An incorporated association that changes its registered address must notify the Registrar in the form approved by the Registrar no later than 14 days after that change. (3) If an incorporated association fails to comply with this section, the incorporated association and each member of the committee of the incorporated association is guilty of an offence and liable to a penalty not exceeding 5 penalty units. s. 13A _______________ 14 Interpretation s. 14 (1) On and from the date specified in a certificate of incorporation of an association granted under this
included in the rules of the incorporated association. (4) A purpose or rule of an incorporated association is of no effect if it is inconsistent with this Act or contrary to law. 22 Alteration of rules s. 22 S. 22(1) amended by No. 10236 s. 7(2)(b). (1) Subject to section 51, an incorporated association may, by special resolution, alter its statement of purposes or its rules. S. 22(2) substituted by No. 57/1997 s. 14. (2) An alteration of the statement of purposes or the rules of an incorporated association does not take effect unless and until it is approved by the Registrar. S. 22(3) substituted by No. 57/1997 s. 14. (3) An application for the approval of an alteration must— (a) be made by the public officer; and (b) be made in a form approved by the Registrar; and (c) be accompanied by the prescribed fee; and S. 22(3)(d) amended by No. 12/2009 s. 8(1). (d) be made within 28 days after the alteration was passed by special resolution or within a longer time allowed by the Registrar; and (e) give notice of the special resolution and set out particulars of the alteration; and (f) be accompanied by a declaration signed by at least 2 members of the committee of the incorporated association to the effect that the special resolution was passed in accordance with the Act; and (g) in the case of an alteration of the rules, be accompanied by a consolidated copy of the rules of the incorporated association, including the alteration.
incorporated association at the annual general meeting. S. 30(4) substituted by No. 69/1987 s. 6, amended by Nos 57/1997 s. 19(5)(b), 35/2000 s. 3(b). (4) The public officer of an incorporated association must, within one month after the date of the annual general meeting of the incorporated association or, if the annual general meeting is not held within the period within which it is required by this section to be held, within one month after the last day of that period, give to the Registrar a statement in the form approved by the Registrar— S. 30(4)(a) amended by No. 35/2000 s. 3(d). (a) containing the particulars referred to in subsection (3) and any other prescribed particulars; and S. 30(4)(aa) inserted by No. 57/1997 s. 19(5)(a), amended by No. 8/2003 s. 10(2). (aa) in the case of a prescribed association, accompanied by a copy of the accounts audited in accordance with section 30B and a copy of the auditor's report referred to in section 30B(1A); and S. 30(4)(b) substituted by No. 8/2003 s. 10(3). (b) if the meeting has been held, containing a statement from the public officer that the certificate referred to in subsection (3B) has been completed and signed by a committee member who attended the annual general meeting and that the certificate is being kept by the incorporated association; and s. 30 (c) if the meeting has been held, accompanied by a statement of the terms of any resolution passed at that meeting concerning that statement; and (d) accompanied by the prescribed fee (if any). 5 penalty units.
(c) by any other means authorised under the rules of the incorporated association. s. 30C (9) All costs associated with giving a document to the members of the incorporated association under this section are to be borne by the incorporated association. _______________ 31 Amalgamation of incorporated associations s. 31 (1) Any two or more incorporated associations may apply to be incorporated as an amalgamated incorporated association. (2) An application shall not be made under subsection (1) unless the terms of amalgamation and the statement of purposes and the proposed rules of the amalgamated incorporated association are approved by a special resolution of each of the incorporated associations. S. 31(3) amended by No. 35/2000 s. 3(b). (3) An application under subsection (1) may be made by the public officers of the incorporated associations in the form approved by the Registrar and shall— (a) be accompanied by a copy of the proposed statement of purposes of the incorporated association to be formed by the amalgamation; S. 31(3)(b) substituted by No. 10236 s. 8(2)(e), amended by No. 69/1987 s. 13(2). (b) be accompanied by— (i) a copy of the proposed rules of the incorporated association to be formed by the amalgamation, being rules that comply with section 6 and have been approved by the incorporated associations;
regulations that a document be lodged with the Registrar if the Registrar receives a copy of the document by facsimile or electronic transmission. S. 45A(2) substituted by No. 8/2003 s. 17. (2) If the Registrar receives from a person a copy of a document under subsection (1), the Registrar may require that person to produce and lodge the original of the document. S. 45A(2A) inserted by No. 8/2003 s. 17. (2A) The Registrar may require a person to produce and lodge the original of any document an incorporated association is required to keep under this Act. S. 45A(2B) inserted by No. 8/2003 s. 17. (2B) Subsections (2) and (2A) do not apply to any document— s. 45A (a) created by a person using software approved by the Director of Consumer Affairs Victoria and lodged on an Internet site operated by the State; and (b) forwarded by electronic transmission to the Registrar. S. 45A(2C) inserted by No. 8/2003 s. 17. (2C) A person must comply with a requirement of the Registrar under subsection (2) or (2A) within 28 days after the person received the request from the Registrar or such longer time as determined by the Registrar. 5 penalty units. S. 45A(3) substituted by No. 8/2003 s. 17. (3) If the person does not comply with a requirement of the Registrar within the period specified in subsection (2C), the person is to be taken not to have lodged the document. S. 45A(4) inserted by No. 8/2003 s. 17. (4) An incorporated association must keep the original of any document lodged with the Registrar, whether lodged in electronic or other
the document without its being signed by that person but the person is not relieved of the requirement to sign the document. (2) If a document has been received by the Registrar for the purposes of lodgement under this Act or the regulations made under this Act, it is sufficient compliance with a requirement for the document to be signed if the original document is signed. S. 45D inserted by No. 8/2003 s. 18. 45D Waiver or refund of fees s. 45D The Registrar may, in a particular case or class of cases— (a) waive or reduce fees that would otherwise be payable under this Act; or (b) refund, in whole or in part, fees paid under this Act. S. 46 amended by No. 12/2009 s. 25 (ILA s. 39B(1)). 46 Incorrect etc. documents lodged with Registrar (1) If the Registrar is of opinion that a document submitted for lodgment with the Registrar— (a) contains matter contrary to law; (b) contains matter that, in a material particular, is false or misleading in the form and context in which it is included; (c) by reason of an omission or misdescription has not been duly completed; S. 46(ca) inserted by No. 57/1997 s. 30. (ca) is illegible in any part; S. 46(cb) inserted by No. 35/2000 s. 9. (cb) if submitted in electronic form, is not readily accessible by the Registrar so as to be useable by the Registrar; (d) does not comply with the requirements of this Act; or
(e) contains an error, alteration or erasure— the Registrar may refuse to register or receive the document and may request— S. 46(a) amended as s. 46(f) by No. 10236 s. 8(2)(s). (f) that the document be appropriately amended or completed and resubmitted; S. 46(b) amended as s. 46(g) by No. 10236 s. 8(2)(s). (g) that a fresh document be submitted in its place; or S. 46(c) amended as s. 46(h) by No. 10236 s. 8(2)(s), amended by No. 35/2000 s. 3(b). (h) where the document has not been duly completed, that a supplementary document in the form approved by the Registrar be lodged. S. 46(2) inserted by No. 12/2009 s. 25. (2) The Registrar may refuse to register or receive a document submitted for lodgement if the Registrar is of the opinion that the document is not a valid document of the incorporated association. S. 46(3) inserted by No. 12/2009 s. 25. (3) If the Registrar refuses under subsection (2) to register or receive a document, the incorporated association may request that the Registrar reconsider the refusal and may provide to the Registrar any documents in support of the request. S. 46(4) inserted by No. 12/2009 s. 25. (4) The Registrar must refer the question of whether or not a document is valid to the Magistrates' Court if— (a) the incorporated association has requested under subsection (3) that the Registrar reconsider a refusal to register or receive the document; and s. 46 (b) the Registrar remains of the opinion that the document is not a valid document; and
S. 50B(5)(6) repealed by No. 32/2006 s. 94(Sch. item 2(5)(b)). * * * * * s. 50B S. 50B(7) amended by No. 32/2006 s. 94(Sch. item 2(5)(c)). (7) Except as provided by subsections (4)(a) and (b), this section does not affect the operation of any provision of this or any other Act in relation to the institution of proceedings in respect of offences that are prescribed offences for the purposes of this section. (8) In this section, authority includes a person. S. 50C inserted by No. 103/2004 s. 79. 50C Application of Fair Trading Act 1999 S. 50C(1) amended by No. 17/2007 s. 36(Sch. item 1.1). s. 50C (1) Sections 106HA, 143 and 144 and Division 2 of Part 11 (except section 155) of the Fair Trading Act 1999 extend and apply (with any necessary modifications) to this Act as if any reference in those provisions to the Fair Trading Act 1999 were a reference to this Act. S. 50C(1AA) inserted by No. 2/2008 s. 60(Sch. item 1). (1AA) For the purposes of subsection (1), section 152A of the Fair Trading Act 1999 applies as if— (a) a reference in that section to any section of the Fair Trading Act 1999 were a reference to section 106HA of that Act (as applied by subsection (1)); and (b) section 152A(2) did not apply. S. 50C(1A) inserted by No. 17/2007 s. 36(Sch. item 1.2), amended by No. 72/2010 s. 48(Sch. item 1). (1A) For the purposes of subsection (1), section 153 of the Fair Trading Act 1999 applies as if a reference in that section to Part 2A or 6 of the Fair Trading Act 1999 were a reference to this Act.
S. 54(2)(ac) inserted by No. 69/1987 s. 12(1), substituted by No. 57/1997 s. 33(7). (ac) prescribe offences against this Act or the regulations for the purposes of section 50B; S. 54(2)(ad) inserted by No. 69/1987 s. 12(1). (ad) in relation to each offence that is prescribed pursuant to this subsection— S. 54(2)(ad)(i) repealed by No. 32/2006 s. 94(Sch. item 2(6)). * * * * * (ii) prescribe the amount of the penalty (being an amount that does not exceed half the amount of the penalty applicable to the offence) that is payable in respect of the offence pursuant to a notice served on the person under section 50B in relation to the offence; S. 54(2)(b) substituted by No. 57/1997 s. 34(1). (b) make provision for the accounts to be kept and the financial statements to be prepared by incorporated associations or incorporated associations in a class of incorporated associations; S. 54(2)(ba) inserted by No. 57/1997 s. 34(1). s. 54 (ba) make additional provision for the audit of accounts of incorporated associations or incorporated associations in a class of incorporated associations; S. 54(2)(bb) inserted by No. 57/1997 s. 34(1). (bb) make provision for fees to be paid for the lodgment with the Registrar of applications, notices, statements and other documents and