New South Wales Consolidated Acts

ASSOCIATIONS INCORPORATION ACT 1984 - SECT 48

48 Application to bring company or co-operative under Act

(1) A company limited by guarantee within the meaning of the Corporations Act 2001 of the Commonwealth or a co-operative registered under the Co-operatives Act 1992 (not being a co-operative the capital of which is divided into shares or stock), may apply for incorporation under this Act where:

(a) the company or co-operative has:

(i) in the case of a company, passed a special resolution approving the making of the application, or

(ii) in the case of a co-operative, resolved in accordance with its rules that the application be made,

(b) the objects of the company or co-operative are objects for which an incorporated association may lawfully be carried on, and

(c) the company or co-operative 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.

(2) A company or co-operative that intends to make an application under subsection (1) may, notwithstanding any other law to the contrary, make an alteration of its articles of association or rules, or adopt new rules or the model rules, to have effect from the date on which a certificate of incorporation is granted to it under this Act as if it were an incorporated association and the articles or rules were the rules of an incorporated association.

(3) An application by a company or co-operative under subsection (1) shall be in an approved form and:

(a) shall state:

(i) its proposed name upon incorporation, being a name under which an association may be incorporated in accordance with section 12,

(ii) the place where the principal place of administration of the incorporated association is proposed to be situated, and

(iii) the name and address in the State of a member who is resident in the State and who has been nominated as the first public officer of the proposed incorporated association, being a person who has attained the age of 18 years,

(b) shall be accompanied by:

(i) a statement of objects as proposed to be in force upon its incorporation under this Act,

(ii) a copy of its articles of association or rules as proposed to be in force upon its incorporation under this Act or a statement that its rules will be the model rules, and

(iv) the name, address and occupation of each of its directors,

(c) shall contain such other particulars as may be prescribed, and

(d) shall be accompanied by the prescribed fee.

(4) Where an application is made under this section, the Director-General, if satisfied that there is no reasonable cause why the company or co-operative should not be incorporated under this Act and that the company or co-operative is not carried on for the object of trading or securing pecuniary gain for its members, shall:

(a) incorporate the company or co-operative under this Act by granting in respect of it a certificate of incorporation in an approved form,

(b) in the case of a co-operative, give notice of the incorporation of the co-operative under this Act to the Registrar of Co-operatives, and

(c) cause a notice of the incorporation of the company or co-operative under this Act to be published in the Gazette.

(5) Section 4 applies for the purposes of the interpretation of the reference in subsection (4) to trading or securing pecuniary gain as if a reference in section 4 to an association were a reference to a company or co-operative.