South Australian Consolidated Acts South Australian Consolidated Acts (1) Any two or more
incorporated associations—
(a) may,
by special resolution passed by each association, resolve to amalgamate; and
(b) may
apply to the Commission for amalgamation as a single incorporated association.
(2) An application
under subsection (1)—
(a) must
be made in the prescribed form; and
(b) must
be accompanied by a copy of the special resolution passed by each of the
incorporated associations supporting the amalgamation; and
(c) must
be accompanied by a copy of the rules of the association proposed to be formed
by the amalgamation; and
(d) must
be accompanied by a copy of any instrument creating or establishing a
trust—
(i)
which is referred to in the rules of the association
proposed to be formed by the amalgamation; or
(ii)
on which any rule of the association proposed to be
formed by the amalgamation relies for its operation; and
(da)
must be accompanied by a copy of the settled draft of any instrument prepared
for the creation or establishment of a trust of which the association proposed
to be formed by the amalgamation is intended to be the trustee—
(i)
where the contemplated trust is referred to in the rules
of the association proposed to be formed by the amalgamation; or
(ii)
where any rule of the association proposed to be formed
by the amalgamation relies on the contemplated trust for its operation; and
(e) must
be accompanied by such certificates and other documents as may be prescribed;
and
(f) must
be accompanied by the prescribed fee.
(3) A party to an
application under this section must, at the request of the Commission, supply
it with such further documents or information as the Commission may require.
(4) Where
the Commission is satisfied—
(a) that
the association proposed to be formed by the amalgamation is eligible to be
incorporated under this Act; and
(b) that
the rules of that association conform with the requirements of this Act; and
(c) that
the name of that association—
(i)
is not such as to be misleading as to the nature, objects
or purposes of the association; and
(ii)
is not such as is likely to be confused with the name of
any other body corporate or any registered business name; and
(iii)
is not undesirable as a name for an
incorporated association; and
(iv)
conforms with any direction of the Minister relating to
the names of incorporated associations,
the Commission must, subject to subsection (5), register the rules of the
association and issue to the association a certificate of incorporation.
(5) The Commission
may—
(a)
decline to incorporate an association under subsection (4) if, in its
opinion, it would be more appropriate for its activities to be carried on by a
body corporate incorporated under some other Act; or
(b) with
the consent of the Minister, decline to incorporate an association under
subsection (4) if, in its opinion, the incorporation of the association
under this Act would not be in the public interest.
(6) Upon incorporation
of an association under subsection (4)—
(a) the
association becomes a body corporate—
(i)
with perpetual succession and a common seal; and
(ii)
with a corporate name as set out in the certificate of
incorporation
(in which the word "Incorporated" must appear as part, and at the end, of the
name); and
(b) any
incorporated association that was a party to the application for amalgamation
is dissolved; and
(c) the
property of the associations that were parties to the application for
amalgamation becomes the property of the incorporated association formed by
the amalgamation (subject to any trusts that may affect that property); and
(d) the
rights and liabilities (whether certain or contingent) of the associations
that were parties of the application for amalgamation become rights and
liabilities of the incorporated association formed by the amalgamation.
(7) The
Registrar-General must—
(a) on
the application of an incorporated association in which any estate or interest
in land has vested by virtue of this section; and
(b) on
production of such duplicate instruments of title and other documents as the
Registrar-General may require,
register the vesting of that estate or interest in land in the association.
(8) A reference in a
will or other instrument to an association that is a party to an amalgamation
under this section is, after the amalgamation, to be construed (subject to any
provision in the will or other instrument to the contrary) as a reference to
the association formed by the amalgamation.
(9) Where property
vests by virtue of this section in an association, the vesting of the
property, and any instrument evidencing or giving effect to that vesting, are
exempt from stamp duty.