ASSOCIATIONS INCORPORATION ACT 1981 - As at 3 November 2022 - Act 74 of 1981

Table of Provisions

• Long Title

PART 1 - PRELIMINARY

Division 1 - Introduction

• 1 Short title
• 1A Main purposes
• 1B Excluded matter for Corporations legislation
• 1C Relationship with Fair Trading Inspectors Act 2014
• 1D Act prevails if association’s rules are inconsistent with Act

Division 2 - Interpretation

• 2 Definitions

Division 3 - General provisions

• 3 Special resolutions
• 4 Whether association is formed or carried on for the purpose of financial gain for its members

PART 2 - INCORPORATION OF ASSOCIATION

Division 1 - Preliminary

• 5 Eligibility for incorporation
• 6 Association may resolve to incorporate and adopt proposed rules
• 7 Appointment of person to apply for incorporation
• 8 Interim officers

Division 2 - Incorporation

• 9 Application for incorporation
• 10 Giving notice of application etc.
• 10A Chief executive must advise industrial registrar about particular applications
• 11 Objections to applications for incorporation
• 12 Chief executive to make decision about application
• 13 Chief executive to advise association and objectors of decision
• 14 Registration of association
• 15 Certificate of incorporation

Division 3 - Miscellaneous

• 16 Register of incorporated associations
• 16A Use of information on register
• 17 Nominated address for service
• 18 Inspecting register
19. (Repealed) 20. (Repealed)

PART 3 - EFFECTS OF INCORPORATION

Division 1 - General

• 21 Incorporated associations are bodies corporate

Division 2 - Transition from unincorporated to incorporated association

• 22 Property for an association
• 23 Transfer of other assets, rights and liabilities
• 24 Duty to notify registrar of titles of land or interest in land etc.

Division 3 - Powers of incorporated associations

• 25 General powers
• 26 Ultra vires transactions
• 27 Liability of members
• 28 Contracts and execution of documents

PART 4 - NAME OF INCORPORATED ASSOCIATION

Division 1 - Preliminary

• 29 Incorporated association’s name to include ‘incorporated’ and be in English characters
• 30 Use of ‘incorporated’ as part of name etc.
• 31 Registered name on common seal
• 32 Registered name of incorporated association to appear on documents

Division 2 - Exemption from use of ‘incorporated’

• 33 Incorporated association may be exempted from using word ‘incorporated’

Division 3 - Change of name

• 34 Definitions for division
• 35 Incorporated association may apply to change its registered name
• 36 Giving notice of application to change registered name
• 37 Objections to application for change of registered name
• 38 Chief executive to advise association and objectors of decision
• 39 Notice of decision
• 40 Registration of new name
• 41 New certificate of incorporation
• 42 Change of name does not affect legal personality

Division 4 - Unsuitable names

• 43 Association not to have unsuitable name
• 44 Notice to associations having or proposing to have unsuitable name
• 45 Associations may be allowed to have unsuitable names

PART 5 - RULES

Division 1 - Rules of incorporated associations

• 46 Rules of incorporated association on registration
• 46A (Expired)
• 47 Additional provisions in model rules
• 47A Grievance procedure

Division 2 - Amending rules

• 48 Application to register amendment of rules
• 48A Chief executive must advise industrial registrar about particular applications
• 49 Registration of amendment
• 50 Effect of amended rules
50K. (Repealed) 51. (Repealed)
• 52 Chief executive may ask for copy of complete rules

Division 3 - Miscellaneous

• 53 Secretary must make rules available to members if asked
• 54 Form in which rules must be kept

PART 6 - GENERAL OPERATION OF INCORPORATED ASSOCIATION

Division 1 - Meetings

• 55 Annual general meetings
• 56 Meetings using communication technology
• 57 Management committee to ensure association complies with its rules for meetings
• 57A Minimum quorum for general meetings
• 57B Inspection of minutes

Division 2 - Financial reporting for incorporated associations

• 58 Definitions for division
• 58A Meaning of reportable financial year
• 59 Keeping financial records
• 59A Preparing annual financial statement
• 59AA Preparing audit report
• 59AB Preparing verification statement
• 59AC Particular persons may not prepare audit report or verification statement
• 59B Presenting documents to annual general meeting
• 59BA Lodging documents with chief executive
• 59BB Declaration by chief executive that association is of different class
• 59C Inspection of financial documents by member
• 59D Defence
• 59E Approved persons
• 59F Chief executive may require lodgement of financial information

PART 7 - MANAGEMENT

Division 1 - Management committee

• 60 Management committee
• 61 Membership of management committee
• 61A Eligibility for election to a management committee
• 62 Election of management committee
• 63 Meetings of management committee
• 63A Meetings by using communication technology
• 64 Tenure of members of management committee
• 65 When secretary must be elected or appointed
• 66 Management committee to ensure association has appropriate person as secretary
• 67 Management committee may appoint or remove secretary at any time
• 68 Notification of certain office holders
• 69 Office of secretary
• 69A Functions of secretary
• 70 Public liability insurance generally
• 70A Particular incorporated associations must have public liability insurance

Division 2 - Matters of material personal interest and remuneration

• 70B Disclosure of material personal interest
• 70C Voting on matter in which member has material personal interest
• 70D Disclosure of remuneration and other benefits

Division 3 - Duties of officers

• 70E Duty of care and diligence
• 70F Duty of good faith
• 70G Use of position
• 70H Use of information
• 70I Duty to prevent insolvent trading
• 70J Reliance on information or advice

PART 8 - RIGHTS AND OBLIGATIONS OF MEMBERS

• 71 Rights of members
• 72 Enforcement of rights and obligations
• 73 Powers of Supreme Court

PART 9 - INCORPORATION OF BRANCHES AND AMALGAMATION OF INCORPORATED ASSOCIATIONS

Division 1 - Incorporation of branches

• 74 Members of branch may resolve to incorporate
• 75 Powers of appointed person
• 76 Modified application of Act
• 77 Obligations of branch
• 78 Branch must have word ‘branch’ in its registered name etc.

Division 2 - Amalgamation of incorporated associations

• 79 Definitions for division
• 80 Members may resolve to amalgamate
• 81 Applicant incorporated associations must have agreed rules
• 82 Appointment of appointed person to make application
• 83 Chief executive may require notices to be sent to creditors
• 84 Modified application of Act
• 85 Certificate of incorporation
• 86 Effect of incorporation
• 87 Duty to notify registrar of titles of land or interest in land etc.
• 88 Amalgamation does not affect certain rights and obligations

PART 10 - ADMINISTRATION AND WINDING UP

Division 1 - Voluntary administration and winding up

• 89 Voluntary administration under Corporations Act
• 90 Voluntary winding up under Corporations Act

Division 2 - Winding up by Supreme Court

• 91 Grounds on which winding up may be ordered
• 91A By whom application may be made
• 91B Application of Corporations Act

Division 3 - Miscellaneous

• 91C Further application of miscellaneous provisions under Corporations Act
• 92 Distribution of surplus assets

PART 11 - CANCELLATION

• 92A Application for cancellation of incorporation
• 92B Consideration of application
• 92C Cancellation of incorporation on application
• 93 Cancellation of incorporation by chief executive—generally
• 93A Chief executive may require information from financial institutions before cancelling incorporation
• 93B Cancellation of incorporation by chief executive—adverse order or industrial penalty
• 94 Vesting of property on cancellation

PART 12 - REINSTATEMENT

• 94A Definitions for part
• 94B Reinstatement
• 94C Chief executive to give notice of reinstatement
• 94D Effect of reinstatement

PART 13 - CHANGE IN STATUS OF INCORPORATED ASSOCIATIONS AND OTHER ENTITIES

Division 1 - Interpretation

• 95 Purpose of part
• 96 Definitions
97. (Repealed) 97A. (Repealed) 98. (Repealed) 99. (Repealed) 100. (Repealed) 101. (Repealed) 102. (Repealed) 103. (Repealed) 104. (Repealed) 105. (Repealed)

Division 2 - Incorporation of co-operatives

• 105A Application of division
• 105B Notice of co-operative’s proposal to become incorporated association
• 105C Application for incorporation of co-operative as association
• 105D Incorporation
• 105E Chief executive must inform registrar of incorporation
• 105F Registrar to give records to chief executive
• 105G Recording of interests in land
• 105H Directors of former co-operative
• 105I Office holders of former co-operative become office holders of incorporated association
• 105J Rules

Division 3 - Registration of incorporated associations as co-operatives

• 105K Application of division
• 105L Chief executive’s consent needed to proposed registration as co-operative
• 105M Consent to proposed registration as co-operative
• 105N Cancellation of registration and incorporation

Division 4 - General

• 106 Financial year

PART 14 - VOLUNTARY TRANSFER OF INCORPORATION

Division 1 - Incorporated associations

• 106A Application for authority to transfer incorporation
• 106B Requirements for application
• 106C Further information or documents for application
• 106D Refusal to grant application
• 106E Chief executive to give notice of authority to transfer incorporation
• 106F Effect of a transfer of incorporation authorised under this division
• 106G New body to give chief executive copy of new certificate of registration

Division 2 - RECI Act corporations

• 106H Application for authority to transfer incorporation
• 106I Requirements for application
• 106J Further information or documents for application
• 106K Refusal to grant application
• 106L Minister to give notice of authority to transfer incorporation
• 106M Effect of a transfer of incorporation authorised under this division
• 106N New body to give Minister copy of new certificate of registration
107. (Repealed) 108. (Repealed)

PART 15 - REVIEWS

Division 1 - Internal review of decisions

• 109 Affected person may apply for review
• 110 Applying for review
• 111 Stay of operation of disputed decision
• 112 Decision on reconsideration

Division 2 - External review of decisions

• 113 Who may seek external review
114. (Repealed) 115. (Repealed) 116. (Repealed) 117. (Repealed) 118. (Repealed)

PART 16 - MISCELLANEOUS

• 119B Disclosure of information to Commissioner of the ACNC
• 120 Protection from liability
• 121 Extension of time
• 121A False or misleading information or documents
• 122 Punishment of fraud or misappropriation
• 123 Officers deemed servants
• 124 Penalty for falsification
• 125 Proof of compliance with formal requirements
• 126 Evidence
• 127 Evidentiary provisions
• 128 Dispositions of property
• 129 Delegation
• 130 Approval of forms
• 130A Documents not in English language
• 131 Recall of letters patent
• 132 Exemption from certain provisions of Act
• 133 Irregularities in proceedings
• 134 Regulation-making power
• 135 Regulations about fees and charges
• 136 Penalties under regulations to be limited
• 137 Other matters for regulations
• 138 Service
• 139 (Expired)
• 140 (Expired)
• 141 (Expired)
• 142 (Expired)
• 143 (Expired)

PART 17 - SAVINGS

• 144 Saving of letters patent

PART 18 - TRANSITIONAL PROVISIONS

Division 1 - Transitional provision for Audit Legislation Amendment Act 2006

• 145 Audits

Division 2 - Transitional provisions for Associations Incorporation and Other Legislation Amendment Act 2007

• 146 Nominated address
• 147 Association’s name
• 148 Insurance
• 149 Financial reporting
• 150 Approved persons

Division 3 - Transitional provisions for Associations Incorporation and Other Legislation Amendment Act 2020

• 151 Application for incorporation made before commencement
• 152 Requirement for rules to include grievance procedure
• 153 Financial reporting obligations
• 154 Disclosure of information to Commissioner of the ACNC

Division 4 - Transitional provisions for Co-operatives National Law Act 2020

• 155 Definitions for division
• 156 Existing applications for cooperative to become incorporated association
• 157 Existing decisions about incorporation of cooperatives
• 158 Incorporation of cooperatives under repealed Act before commencement
• 159 Existing resolutions about registration as a cooperative
• 160 Existing applications for consent to register as cooperative
• 161 Existing decisions to give consent to proposed registration as cooperative
• 162 Existing consent to proposed registration as cooperative

Division 5 - Transitional provision for Industrial Relations and Other Legislation Amendment Act 2022

• 163 Existing applications related to industrial purpose
• SCHEDULE 1
• SCHEDULE 2