New South Wales Consolidated Acts

ASSOCIATIONS INCORPORATION ACT 1984 - SECT 49

49 Effect of transfer of incorporation

(1) Incorporation of company Subject to this section, if a company is incorporated as an incorporated association under section 48, section 6 does not operate to declare a company to be an excluded matter for the purposes of section 5F of the Corporations Act 2001 in relation such provisions of the Corporations legislation as are necessary:

(a) to continue in existence any right, privilege, obligation or liability acquired or incurred under that Act or any other law before the incorporation, or

(b) to preserve any penalty, forfeiture or punishment incurred in respect of any offence committed against that Act or any other law before the incorporation, or

(c) to enable any investigation, legal proceeding or remedy to be instituted, continued or enforced in respect of any such right, privilege, obligation, liability, penalty, forfeiture or punishment.

(2) Incorporation of co-operative Subject to this section, if a co-operative is incorporated as an incorporated association under section 48:

(a) the co-operative is dissolved and none of the provisions of the Co-operatives Act 1992 apply to the co-operative after its incorporation, and

(b) the Registrar of Co-operatives must cancel the registration of the co-operative.

(3) Identity of company or co-operative The incorporation of a company or co-operative as an incorporated association under section 48 does not affect the identity of the company or co-operative. Any such association is taken to be the same body before and after the incorporation.

(4) Proceedings against company or co-operative No act, matter or thing is affected or abated by the incorporation under section 48 of a company or co-operative. In particular, any claim by or against the company or co-operative immediately before its incorporation under that section may be:

(a) continued by or against the incorporated association in the name of the company or co-operative, or

(b) commenced by or against the incorporated association in the name of the incorporated association.

(5) Preservation of existing rights liabilities etc Without limiting the generality of subsections (3) and (4), nothing in section 6 or subsection (2):

(a) affects any right, privilege, obligation or liability acquired or incurred under the Act referred to in subsection (2) or under any other law, or

(b) affects any penalty, forfeiture or punishment incurred in respect of any offence committed against that Act or any other law, or

(c) affects any investigation, legal proceeding or remedy in respect of any such right, privilege, obligation, liability, penalty, forfeiture or punishment,

and any such investigation, legal proceeding or remedy may be instituted, continued or enforced and any such penalty, forfeiture or punishment may be imposed as if section 6 or subsection (2) had not been enacted.

(6) Application of subsections (3)-(5) to companies Subsections (3)-(5) have effect in relation to a matter concerning a company only to extent that the matter is not dealt with by the Corporations Act 2001 of the Commonwealth.