Associations Incorporation Act 1981 (Victoria)/Part VII

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PART VII—AMALGAMATION

31 Amalgamation of incorporated associations[edit]

(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.

(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—[1]

(a) be accompanied by a copy of the proposed statement of purposes of the incorporated association to be formed by the amalgamation;

(b) be accompanied by—[2]

(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;
(ii) a statement that the incorporated associations have approved the adoption of the model rules as the rules of the incorporated association to be formed by the amalgamation; or
(iii) a statement that the incorporated associations have approved the adoption of the model rules as the rules of the incorporated association to be formed by the amalgamation with the changes specified in the statement;

(c) be accompanied by a notice in the form approved by the Registrar and containing the prescribed particulars of the passing of the special resolutions referred to in subsection (2);[3]

(d) set out—

(i) the name of the incorporated association to be formed by the amalgamation, being a name under which an association may be incorporated in accordance with section 12;
(ia) the name and address in Victoria of a person who has attained the age of 18 years and who is resident in the State and who has been nominated as the first public officer of the incorporated association to be formed by the amalgamation;[4]
[5]
(iii) such other particulars as may be prescribed; and

(e) be accompanied by the prescribed fee.

(4) If the Registrar is satisfied that each of the incorporated associations making the application has complied with the provisions of this Act and of the regulations and that the proposed statement of purposes and the proposed rules of the incorporated association to be formed by the amalgamation are not contrary to this Act or the regulations, the Registrar shall—[6]

(a) grant a certificate of incorporation of the association formed by the amalgamation; and

(b) cancel the incorporation of each of the first-mentioned incorporated associations.

(5) Upon the grant of a certificate of incorporation under this section, the property of each incorporated association that was a party to the amalgamation vests in the incorporated association formed by the amalgamation on and after the amalgamation and by reason of this Act without the necessity for any conveyance, transfer or assignment.

(6) Any property vested in an incorporated association by reason of subsection (5) is so vested subject to—

(a) any trust; and

(b) any restriction, limitation, mortgage, charge, encumbrance, lien, lease, covenant contract or liability—[7]

to which the property was subject immediately before it so vested.

(7) All debts and liabilities, whether certain or contingent, of an incorporated association that was a party to the amalgamation existing at the date of the grant of the certificate of incorporation of the incorporated association formed by the amalgamation, shall, by reason of this Act, become and be the debts and liabilities of the incorporated association formed by the amalgamation.

Footnotes[edit]

  1. S. 31(3) amended by No. 35/2000 s. 3(b).
  2. S. 31(3)(b) substituted by No. 10236 s. 8(2)(e), amended by No. 69/1987 s. 13(2).
  3. S. 31(3)(c) amended by No. 35/2000 s. 3(c).
  4. S. 31(3)(d)(ia) inserted by No. 10236 s. 8(2)(f), amended by No. 73/1996 s. 6(1).
  5. S. 31(3)(d)(ii) repealed by No. 8/2003 s. 12.
  6. S. 31(4) substituted by No. 10236 s. 8(2)(g).
  7. S. 31(6)(b) amended by No. 10236 s. 8(2)(h).