Associations Incorporation Act 1981 (Victoria)/Part VIIA

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PART VIIA—TRANSFER OF INCORPORATION[1]

31A Definition[edit]

[2]

In this Part prescribed body corporate means—

(a) a company within the meaning of the Corporations Act that is taken to be registered in Victoria;[3] or

(b) a co-operative under the Co-operatives Act 1996; or

(c) any body corporate that is incorporated, registered or otherwise established under a law applying in Victoria or in any place outside Victoria and that is prescribed for the purposes of this section.

31AA Voluntary transfer of incorporation[edit]

[4]

An incorporated association may apply to become registered or incorporated as a prescribed body corporate.

31AB Direction to transfer incorporation[edit]

[5]

(1) Subject to subsection (2), the Registrar may, by notice to the incorporated association, direct an incorporated association to apply to become registered or incorporated as a prescribed body corporate within the period (being not less than 6 months) specified in the notice and subject to any conditions specified in the notice.

(2) The Registrar may only give a direction under subsection (1) if the Registrar is satisfied that the continued incorporation of the incorporated association under this Act would be inappropriate or inconvenient—

(a) by reason of the Registrar's assessment of—

(i) the scale or nature of the activities of the incorporated association; or
(ii) the value or nature of the property of the incorporated association; or
(iii) the extent or nature of the dealings which the incorporated association has with the public; or

(b) for any other prescribed reason.

(3) Before giving a direction under subsection (1), the Registrar must—

(a) give a notice to the incorporated association stating—

(i) the Registrar's intention to direct the incorporated association to apply for incorporation or registration as a prescribed body corporate; and
(ii) the grounds for the proposed direction; and
(iii) that the direction will be made if an answer showing cause to the contrary is not received within 2 months after the date of the notice; and

(b) give the incorporated association a reasonable opportunity to show cause why the direction should not be given.

(4) An incorporated association may apply to the Tribunal for review of a direction under subsection (1).[6]

(5) An application for review must be made within 28 days after the notice of the direction is received by the incorporated association.[7]

(6) Any direction of the Registrar under subsection (1) for an incorporated association to become registered as a prescribed body corporate within the meaning of section 31A(a) that is in force immediately before the commencement of item 7.2 of the Schedule to the Corporations (Consequential Amendments) Act 2001 has effect on and after that commencement as if it referred to a prescribed body corporate within the meaning of that section as amended by that item.[8]

31AC Notice to Registrar[edit]

[9]

An incorporated association must notify the Registrar in writing of its transfer of incorporation within 14 days after it is registered or incorporated as a prescribed body corporate.

31B Validity of contracts[edit]

[10]

A contract to which an incorporated association is a party is not illegal, void or unenforceable by reason only that the incorporated association fails to comply with a direction of the Registrar under this Part.

31C Effect of transfer of incorporation[edit]

[11]

(1) In this section, a reference to a transfer of incorporation by an incorporated association is a reference to the registration or incorporation of the incorporated association as a prescribed body corporate.[12]

(2) Subject to this section, on a transfer of incorporation by an incorporated association, the incorporated association ceases to be incorporated under this Act.[13]

(3) The transfer of incorporation by an incorporated association does not affect the identity of the association which shall be deemed to be the same body before and after the transfer of incorporation and no act, matter or thing shall be affected or abated by the transfer of incorporation and, in particular, any claim by or against the incorporated association subsisting immediately before the transfer of incorporation may be continued by or against the prescribed body corporate formed by the transfer of incorporation in the name of the incorporated association or commenced by or against the prescribed body corporate so formed in the name of the prescribed body corporate.[14]

(4) Without limiting the generality of subsection (3), nothing in subsection (2)—

(a) affects any right, privilege, obligation or liability acquired or incurred under this Act;

(b) affects any penalty, forfeiture or punishment incurred in respect of any offence committed against this Act; 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 subsection (2) had not been enacted.

Footnotes[edit]

  1. Pt 7A (Heading) inserted by No. 10236 s. 6, substituted by No. 57/1997 s. 21. Pt 7A (ss 31A–31C) inserted by No. 10236 s. 6.
  2. S. 31A inserted by No. 10236 s. 6, amended by No. 14/1995 s. 4, substituted by No. 57/1997 s. 22.
  3. S. 31A(a) substituted by No. 44/2001 s. 3(Sch. item 7.2).
  4. S. 31AA inserted by No. 57/1997 s. 22.
  5. S. 31AB inserted by No. 57/1997 s. 22.
  6. S. 31AB(4) amended by No. 101/1998 s. 24(2)(b)(i).
  7. S. 31AB(5) amended by No. 101/1998 s. 24(2)(b)(ii).
  8. S. 31AB(6) repealed by No. 101/1998 s. 24(2)(b)(iii), new s. 31AB(6) inserted by No. 44/2001 s. 3(Sch. item 7.3).
  9. S. 31AC inserted by No. 57/1997 s. 22.
  10. S. 31B inserted by No. 10236 s. 6, amended by No. 57/1997 s. 23.
  11. S. 31C inserted by No. 10236 s. 6.
  12. S. 31C(1) amended by No. 14/1995 s. 4, substituted by No. 57/1997 s. 24(1).
  13. S. 31C(2) substituted by No. 57/1997 s. 24(2).
  14. S. 31C(3) amended by No. 57/1997 s. 24(3).