Western Australia – Associations Incorporation Act

As at 10 Feb 2012 Version 03-a0-00
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Western Australia
Associations Incorporation
Act 1987

As at 10 Feb 2012 Version 03-a0-00 page i
Extract from www.slp.wa.gov.au, see that website for further information
Reprinted under the
Reprints Act 1984 as

at 10 February 2012
Western Australia
Associations Incorporation Act 1987
CONTENTS
Part I — Preliminary
1. Short title 2
2. Commencement 2
3. Terms used 2
3A. Excluded matters for Corporations Act 2001
(Cwlth) s. 5F 3

Part II — Application for
incorporation

4. Associations which are eligible for incorporation 5
5. Application for incorporation 7
6. Advertisement of intended application 7
7. Incorporation may be refused on request 8
8. Names of associations, restrictions as to 8
9. Incorporation of association 9
Part IIIA — Transfer of
incorporation

10A. Terms used 10
10B. Incorporated association may apply for registration
or incorporation as a company etc. 10

10C. SAT review of decision to refuse s. 10B
application 12

Associations Incorporation Act 1987

Contents

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10D. Commissioner may direct incorporated association
to apply for registration or incorporation as
company etc. 12

10E. Commissioner to notify intention to act under
s. 10D 13

10F. SAT review of proposed direction or amendment 14
10G. Association to comply with s. 10D direction 14
10H. Registration etc. as company etc. cancels
incorporation under this Act 14

10I. Registration etc. as company etc., transitional
provisions for 15

Part III — Consequences of
incorporation

10. Effect of incorporation 17
11. Certain property vests in incorporated associations 17
12. Liability of officers, trustees and members 18
13. Powers of incorporated associations 18
14. Contracts by incorporated associations, how made
etc. 19

15. Contracts, when validity of affected by deficiency
in association’s legal capacity 19

Part IV — Rules of incorporated
associations

16. Rules of association, contents of 21
17. Altering rules, requirements for 21
18. Changing name of incorporated association 21
19. Altering objects of incorporated association 22
Part V — Management of affairs of
incorporated associations

20. Committee of incorporated association, who
constitutes 23

21. Pecuniary interests of committee members,
disclosure of 23

22. Committee member with pecuniary interest in
contract not to vote etc. on it 24

23. Annual general meeting, when to be held 24
24. Special resolution, rules for passing etc. 24

Associations Incorporation Act 1987

Contents

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25. Accounting records to be kept 25
26. Accounts for previous financial year to be
submitted to AGM 25

27. Register of members 25
28. Rules to be available to members 26
29. Record of office holders etc. 26
Part VI — Winding up and
cancellation of incorporation

30. Voluntary winding up 27
31. Winding up by Supreme Court 27
32. Corporations Act 2001 (Cwlth) Parts 5.4-5.8
modified 29

33. Surplus property on winding up, distribution of 29
34. Transfer of incorporated association’s undertaking
etc. to company etc. may be ordered in some cases 32

35. Cancelling incorporation, Commissioner’s powers
for 33

36. Failure to implement distribution plan,
consequences of 34

Part VII — Administration
37. Documents lodged with Commissioner, access to
and retention of 36

38. Evidentiary provisions 36
39. Investigation and audit of incorporated
associations, Commissioner’s powers as to 37

39A. Commissioner, designation of 39
39B. Delegation by Commissioner 39
39C. Information officially obtained, misuse of 40
39D. Protection from personal liability 41
39E. Judicial notice 41
Part VIII — Miscellaneous
40. Lodging notice of address for service 42
41. Service on incorporated association 42
42. Committee members’ responsibilities 42
43. False or misleading statements in documents,
offence 42

44. Use of “Incorporated” restricted 43

Associations Incorporation Act 1987

Contents

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45. Document not lodged unless fee is paid 43
46. Regulations 43
47. Repeal 43
48. Savings and transitional (Sch. 2) 43
Schedule 1 — Matters to be provided
for in rules of an incorporated
association

Schedule 2 — Savings and
transitional provisions

Notes
Compilation table 47
Defined Terms

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Reprinted under the
Reprints Act 1984 as

at 10 February 2012
Western Australia
Associations Incorporation Act 1987
An Act to provide for the incorporation of associations, for the
regulation of the affairs of incorporated associations, to repeal the
Associations Incorporation Act 1895 and for connected purposes.

Associations Incorporation Act 1987
Part I
Preliminary

s. 1

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Part I — Preliminary
1. Short title
This Act may be cited as the Associations Incorporation
Act 1987
1.
2. Commencement
This Act shall come into operation on a day to be fixed by
proclamation
1.
3. Terms used
(1) In this Act, unless the contrary intention appears —
association includes society, club, institution or body;
Commissioner means the person for the time being designated
as the Commissioner under section 39A;
Department means the department of the Public Service
principally assisting in the administration of this Act;
financial year, in relation to an incorporated association,
means —
(a) a period not exceeding 15 months fixed by the
committee of the association being a period
commencing on the date of incorporation of the
association; and
(b) each period of 12 months, or such other period fixed by
the committee of the association (after having regard to
the requirements of section 23 as to the holding of an
annual general meeting), commencing at the expiration
of the previous financial year of the association;
incorporated association means an association incorporated
under this Act;
officer, in relation to an association, means a member of the
committee;

Associations Incorporation Act 1987
Preliminary Part I

s. 3A

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repealed Act means the Associations Incorporation Act 1895
repealed by section 47;
special resolution means a resolution of an association passed
in accordance with section 24.
(2) A reference in this Act to the alteration of rules includes the
making of additional rules.
[Section 3 amended by No. 10 of 1998 s. 18; No. 28 of 2006
s. 49.] 3A. Excluded matters for Corporations Act 2001 (Cwlth) s. 5F
(1) The following matters are declared to be excluded matters for
the purposes of section 5F of the Corporations Act 2001 of the
Commonwealth in relation to the whole of the Corporations
legislation to which Part 1.1A of that Act applies, other than the
provisions specified in subsection (2) —
(a) an incorporated association;
(b) any act or omission of any person, body or other entity
in relation to an incorporated association.
(2) The provisions referred to in subsection (1) are —
(a) provisions that relate to any matter that the regulations
provide is not to be excluded from the operation of the
Corporations legislation; or
(b) provisions that relate to the role of an incorporated
association in the formation of a company; or
(ca) provisions that relate to registration as a company under
the Corporations Act Chapter 5B to the extent that an
incorporated association is authorised or required under
Part IIIA to become registered as a company under that
Chapter; or
(c) provisions that relate to substantial holdings, by or
involving an incorporated association, in a company; or

Associations Incorporation Act 1987
Part I
Preliminary

s. 3A

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(d) provisions that confer or impose functions on an
incorporated association as a member, or former
member, of a corporation; or
(e) provisions that relate to dealings by an incorporated
association in securities of a body corporate, other than
securities of the incorporated association itself; or
(f) provisions that confer or impose functions on an
incorporated association in its dealings with a
corporation, not being dealings in securities of the
incorporated association; or
(g) provisions that relate to securities of an incorporated
association, other than debentures of or deposits with an
incorporated association; or
(h) provisions relating to the futures industry; or
(i) provisions relating to participants in the securities
industry; or
(j) provisions relating to the conduct of securities business;
or
(k) provisions relating to dealers’ accounts and audit; or
(l) provisions relating to money and scrip of dealers’
clients; or
(m) provisions relating to registers of interests in securities.
(3) The provisions specified in subsection (2) only apply to an
incorporated association to the extent to which an incorporated
association may engage in the activities covered by those
provisions.
[Section 3A inserted by No. 10 of 2001 s. 10; amended by
No. 55 of 2010 s. 4.]

Associations Incorporation Act 1987
Application for incorporation Part II

s. 4

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Part II — Application for incorporation
4. Associations which are eligible for incorporation
(1) Subject to this Act, an association is eligible to be incorporated
under this Act if it has more than 5 members and is formed —
(a) for a religious, educational, charitable or benevolent
purpose; or
(b) for the purpose of promoting or encouraging literature,
science or the arts; or
(c) for the purpose of sport, recreation or amusement; or
(d) for the purpose of establishing, carrying on, or
improving a community, social or cultural centre, or
promoting the interests of a local community; or
(e) for political purposes; or
(f) for any other purpose approved by the Commissioner.
(2) Notwithstanding subsection (1), an association for the purpose
of trading or securing pecuniary profit to the members from the
transactions of the association is not eligible to be incorporated
under this Act.
[(3) deleted] (4) An association shall not be regarded for the purposes of this Act
as being for the purpose of trading or securing pecuniary profit
to the members from the transactions of the association by
reason only of any one or more of the following
circumstances —
(a) that the association itself is empowered to make a
pecuniary profit, unless that profit or some part of it is
divided among or received by the members or some of
them;
(b) that the association is established for the protection or
regulation of some trade, business, industry or calling in
which the members are engaged or interested, if the
association itself does not engage or take part in any

Associations Incorporation Act 1987
Part II
Application for incorporation

s. 4

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such trade, business, industry or calling, or any part or
branch thereof;
(c) that any member of the association derives pecuniary
profit from the association by way of salary as an
employee or officer of the association;
(d) that any member of the association derives from the
association any pecuniary profit to which he would be
equally entitled if he were not a member of the
association;
(e) that the members of the association compete with each
other for trophies or prizes other than money prizes;
(f) that the association itself may or does make a profit from
subscriptions, donations, sponsorship or the sale of any
broadcasting rights;
(g) that the association provides facilities or services for its
members;
(h) that the association trades or may trade with its members
or with the public, provided that —
(i) the trading is ancillary to the principal purpose of
the association; and
(ii) any trading with the public is not substantial in
volume in relation to the other activities of the
association;
(i) that the association charges admission fees to displays,
exhibitions, contests, sporting fixtures or other occasions
organized for the promotion of the objects of the
association.
(5) For the purposes of establishing whether an association is
formed for the purpose of trading or securing pecuniary profit to
the members from the transactions of the association, any
pecuniary profit that by reason of a person’s membership of the
association is received by any other person shall be deemed to
be a pecuniary profit to the member by reason of his
membership.

Associations Incorporation Act 1987
Application for incorporation Part II

s. 5

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(6) If the Commissioner refuses to approve a purpose of an
association under subsection (1)(f), the applicant may apply to
the State Administrative Tribunal for a review of the decision of
the Commissioner.
[Section 4 amended by No. 79 of 1995 s. 67(3); No. 55 of 2004
s. 57.] 5. Application for incorporation
(1) An application for the incorporation of an association must be
made to the Commissioner in the prescribed manner and form
by a person duly authorised by the association to apply for
incorporation.
(2) An application for incorporation must be accompanied by —
(a) a copy of the rules of the association conforming to the
requirements of this Act; and
(b) a certificate given by the applicant —
(i) certifying that he is authorised by the association
to apply for registration; and
(ii) verifying the particulars contained in the
application; and
(iii) confirming that the requirements of section 6
have been complied with; and
(iv) verifying that the copy of the rules of the
association accompanying the application is a
true copy and that the rules include provisions as
to the matters set out in Schedule 1; and
(v) verifying that the association has more than
5 members.
6. Advertisement of intended application
(1) An applicant for incorporation must cause an advertisement in
the prescribed form to be published once in a newspaper
circulating in the area where the association is situated or
conducts its affairs.

Associations Incorporation Act 1987
Part II
Application for incorporation

s. 7

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(2) The advertisement required by subsection (1) must be published
not less than one month nor more than 3 months before the
application for incorporation is made to the Commissioner.
7. Incorporation may be refused on request
(1) Any person may, within one month after the publication of the
advertisement referred to in section 6, request the Commissioner
to decline to incorporate the association under this Act and such
a request must include the reasons for the request.
(2) If the Commissioner refuses a request made under
subsection (1), the person who made the request may, within
14 days of receiving notice of the refusal, apply to the State
Administrative Tribunal for a review of the decision of the
Commissioner.
[Section 7 amended by No. 55 of 2004 s. 58.] 8. Names of associations, restrictions as to
(1) The Commissioner shall not incorporate an association under
this Act by a name that in the opinion of the Commissioner is —
(a) offensive or undesirable; or
(b) likely to mislead the public as to the object or purpose of
the association; or
(c) identical with the name by which an association in
existence is already incorporated under this Act or the
repealed Act or which resembles any such name in a
manner likely to mislead the public; or
(d) identical with or likely to be confused with the name of
any other body corporate or any registered business
name.
(2) If the Commissioner refuses to incorporate an association under
this Act by a name that in his opinion is not appropriate having
regard to subsection (1), the applicant for incorporation may

Associations Incorporation Act 1987
Application for incorporation Part II

s. 9

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apply to the State Administrative Tribunal for a review of the
decision of the Commissioner.
[Section 8 amended by No. 55 of 2004 s. 59.] 9. Incorporation of association
(1) If upon an application duly made in accordance with this Part
the Commissioner is of the opinion —
(a) that the association is eligible to be incorporated under
this Act; and
(b) that the rules of the association lodged with the
Commissioner conform to the requirements of this Act;
and
(c) that the name of the association is appropriate having
regard to section 8; and
(d) that the time during which any request might be made
under section 7 has expired and any request made under
that section has been finally refused,
the Commissioner shall, subject to subsection (2), incorporate
the association by the issue to the association of a certificate of
incorporation.
(2) The Commissioner shall not incorporate an association under
this Act if in his opinion —
(a) it is more appropriate for the activities of the association
to be carried on by a body corporate incorporated under
some other law; or
(b) the incorporation of the association is against the public
interest.
(3) If the Commissioner refuses an application for incorporation
under subsection (2), the applicant for incorporation may apply
to the State Administrative Tribunal for a review of the decision
of the Commissioner.
[Section 9 amended by No. 55 of 2004 s. 60.]

Associations Incorporation Act 1987
Part IIIA
Transfer of incorporation

s. 10A

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Part IIIA — Transfer of incorporation
[Heading inserted by No. 55 of 2010 s. 5.] 10A. Terms used
In this Part —
Corporations Act means the Corporations Act 2001
(Commonwealth);
prescribed body corporate means —
(a) a company within the meaning of the Corporations Act
that is taken to be registered in Western Australia; or
(b) an entity that is a body corporate under —
(i) another Commonwealth Act; or
(ii) a written law other than this Act,
and is prescribed for the purposes of this definition.
[Section 10A inserted by No. 55 of 2010 s. 5.] 10B. Incorporated association may apply for registration or
incorporation as a company etc.
(1) An incorporated association may by special resolution decide to
apply for registration or incorporation as a prescribed body
corporate and, subject to this section, the association is
authorised to give effect to that decision.
(2) An incorporated association cannot make the application for
registration or incorporation unless the Commissioner has, on
application made to the Commissioner by the association,
approved —
(a) the application being made; and
(b) the doing of the things that are reasonably necessary to
obtain the registration or incorporation.
(3) An application made to the Commissioner under subsection (2)
must —
(a) be in a form approved by the Commissioner; and

Associations Incorporation Act 1987
Transfer of incorporation Part IIIA

s. 10B

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(b) include a copy of the special resolution referred to in
subsection (1); and
(c) include any information required by the regulations; and
(d) specify the period within which the application for
registration or incorporation is expected to be made; and
(e) be accompanied by the fee prescribed.
(4) The Commissioner is to approve an application for registration
or incorporation being made if satisfied that the continued
incorporation of the association under this Act would for any
reason be inappropriate, including —
(a) on account of the incorporated association having, in the
opinion of the Commissioner, ceased to be eligible to be
incorporated under this Act; or
(b) because 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,
as determined by the Commissioner; or
(c) because any prescribed circumstances exist.
(5) An incorporated association —
(a) in making an application for registration or
incorporation; and
(b) in doing the things that are reasonably necessary to
obtain it,
must act in accordance with the terms and conditions of the
Commissioner’s approval.
[Section 10B inserted by No. 55 of 2010 s. 5.]

Associations Incorporation Act 1987
Part IIIA
Transfer of incorporation

s. 10C

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10C. SAT review of decision to refuse s. 10B application
(1) If the Commissioner refuses an application made to the
Commissioner under section 10B(2) by an incorporated
association, the association may apply to the State
Administrative Tribunal for a review of the decision.
(2) An application under subsection (1) must be made within —
(a) 28 days; or
(b) such other period as is prescribed,
after the incorporated association receives notice of the refusal.
[Section 10C inserted by No. 55 of 2010 s. 5.] 10D. Commissioner may direct incorporated association to apply
for registration or incorporation as company etc.
(1) This section applies if the Commissioner is satisfied that the
continued incorporation of an association under this Act would
for any reason be inappropriate, including —
(a) on account of the incorporated association having, in the
opinion of the Commissioner, ceased to be eligible to be
incorporated under this Act; or
(b) because 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,
as determined by the Commissioner; or
(c) because any prescribed circumstances exist.
(2) The Commissioner may in writing direct the incorporated
association to apply for, and do all things that are reasonably

Associations Incorporation Act 1987
Transfer of incorporation Part IIIA

s. 10E

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necessary to obtain, registration or incorporation as a prescribed
body corporate.
(3) A direction under subsection (2) —
(a) must specify the period within which the application is
to be made; and
(b) may specify any terms and conditions that are to be
observed in making the application for registration or
incorporation or doing the things that are reasonably
necessary to obtain it.
(4) The Commissioner may, by notice in writing to the incorporated
association —
(a) from time to time extend the period referred to in
subsection (3)(a); or
(b) revoke or amend a direction given under subsection (2).
[Section 10D inserted by No. 55 of 2010 s. 5.] 10E. Commissioner to notify intention to act under s. 10D
(1) Before the Commissioner gives a direction to an incorporated
association under section 10D(2) or notice of an amendment
under section 10D(4)(b), the Commissioner must give notice in
writing to the association stating —
(a) the Commissioner’s intention to give the direction or
make the amendment; and
(b) the grounds on which the Commissioner is proposing to
act; and
(c) that written submissions on the proposed direction or
amendment may be made to the Commissioner within a
specified period.
(2) The period specified under subsection (1)(c) is not to be less
than 90 days after the notice is given but the Commissioner
may, on application made by the association, extend the
specified period for a further period not exceeding 90 days.

Associations Incorporation Act 1987
Part IIIA
Transfer of incorporation

s. 10F

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(3) Before the Commissioner gives or amends a direction to an
incorporated association under section 10D, the Commissioner
must have regard to any submission made by the association in
accordance with the notice.
[Section 10E inserted by No. 55 of 2010 s. 5.] 10F. SAT review of proposed direction or amendment
(1) An incorporated association to which a notice is given under
section 10E may, not later than the end of the period specified
under section 10E(1)(c) or any extension of that period, apply to
the State Administrative Tribunal for a review of the proposed
direction or amendment.
(2) If an application is so made, the Commissioner cannot give the
direction or make the amendment unless —
(a) the application results in the Commissioner’s proposed
action being confirmed; or
(b) the application is dismissed or struck out.
[Section 10F inserted by No. 55 of 2010 s. 5.] 10G. Association to comply with s. 10D direction
(1) Subject to section 10F, an incorporated association must comply
with a direction given to the association under section 10D(2) or
a direction as amended under section 10D(4)(b).
(2) A contract to which an incorporated association is a party is not
illegal, void or unenforceable by reason only of a failure by the
association to comply with a direction or notice under
section 10D.
[Section 10G inserted by No. 55 of 2010 s. 5.] 10H. Registration etc. as company etc. cancels incorporation
under this Act
(1) The registration or incorporation of an incorporated association
as a prescribed body corporate automatically cancels the
incorporation of the association under this Act.

Associations Incorporation Act 1987
Transfer of incorporation Part IIIA

s. 10I

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(2) Where an incorporated association becomes registered or
incorporated as a prescribed body corporate, the body must
notify the Commissioner in writing of the registration or
incorporation within 14 days after it occurs.
Penalty: a fine of $5 000.
[Section 10H inserted by No. 55 of 2010 s. 5.] 10I. Registration etc. as company etc., transitional provisions for
(1) In this section, a reference to a transfer of incorporation by an
incorporated association is a reference to an incorporated
association becoming registered or incorporated as a prescribed
body corporate (the body corporate).
(2) The transfer of incorporation by an incorporated association
does not affect —
(a) the identity of the association which is to be taken to be
the same body before and after the transfer of
incorporation; or
(b) any act, matter or thing done or omitted to be done, or
any circumstance subsisting, before the transfer to the
extent that the act, matter, thing, omission or
circumstance has any relevance to the association after
the transfer.
(3) Without limiting subsection (2) —
(a) proceedings by or against an incorporated association
subsisting immediately before the transfer of
incorporation may be continued by or against the body
corporate in the name of the incorporated association;
and
(b) proceedings that might have been brought by or against
an incorporated association immediately before the
transfer of incorporation may be commenced by or
against the body corporate.

Associations Incorporation Act 1987
Part IIIA
Transfer of incorporation

s. 10I

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(4) Without limiting subsection (2), a transfer of incorporation does
not affect —
(a) any obligation or liability incurred under this Act; or
(b) any penalty or forfeiture incurred in respect of any
offence committed against this Act; or
(c) any investigation, proceeding or remedy in respect of
any such obligation, liability, penalty or forfeiture,
and any such investigation, proceeding or remedy may be
instituted, continued or enforced and any such penalty or
forfeiture may be imposed as if section 10H had not been
enacted.
(5) This section has effect in relation to a matter concerning an
incorporated association that is registered as a company under
the Corporations Act only to the extent that the matter is not
dealt with by that Act.
[Section 10I inserted by No. 55 of 2010 s. 5.]

Associations Incorporation Act 1987
Consequences of incorporation Part III

s. 10

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Part III — Consequences of incorporation
10. Effect of incorporation
Upon incorporation of an association under this Act —
(a) the association becomes a body corporate with perpetual
succession and a common seal; and
(b) the corporate name of the association is the name of the
association as stated in the certificate of incorporation,
concluding with the word “Incorporated” or the
abbreviation “Inc.”; and
(c) all rights and liabilities (whether certain or contingent)
exercisable against members or officers of the
association in their capacity as such immediately before
the incorporation of the association become rights and
liabilities of and exercisable against the incorporated
association, but this paragraph shall not be construed so
as to relieve or release any person in respect of liabilities
incurred by or on behalf of the association prior to
incorporation; and
(d) the association may sue or be sued in its corporate
name.
11. Certain property vests in incorporated associations
(1) Upon incorporation of an association under this Act all real and
personal property held by any person for or on behalf of the
association shall be vested in and held by the incorporated
association subject to any trusts that may affect that property.
(2) The Registrar of Titles shall —
(a) upon the application of an incorporated association in
which any estate or interest in land has been vested by
virtue of this section; and

Associations Incorporation Act 1987
Part III
Consequences of incorporation

s. 12

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(b) upon production of such duplicate instruments of title
and other documents as the Registrar of Titles may
require,
register the vesting of that estate or interest in land in the
association.
12. Liability of officers, trustees and members
(1) An officer, trustee or a member of an incorporated association is
not by reason only of his being such an officer, trustee or
member liable in respect of the liabilities of the association.
(2) Subsection (1) does not apply in respect of liabilities incurred by
or on behalf of the association prior to incorporation.
13. Powers of incorporated associations
(1) Subject to this Act and to its rules, an incorporated association
may do all things necessary or convenient for carrying out its
objects and purposes, and in particular, may —
(a) acquire, hold, deal with, and dispose of any real or
personal property; and
(b) open and operate bank accounts; and
(c) invest its money —
(i) as trust funds may be invested under Part III of
the Trustees Act 1962; or
(ii) in any other manner authorised by the rules of
the association;
and
(d) borrow money upon such terms and conditions as the
association thinks fit; and
(e) give such security for the discharge of liabilities incurred
by the association as the association thinks fit; and
(f) appoint agents to transact any business of the association
on its behalf; and
(g) enter into any other contract it considers necessary or
desirable.

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Consequences of incorporation Part III

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(2) An incorporated association may, unless its rules otherwise
provide, act as trustee and accept and hold real and personal
property upon trust, but an incorporated association does not
have power to do any act or thing as a trustee that, if done
otherwise than as a trustee, would contravene this Act or the
rules of the association.
[Section 13 amended by No. 1 of 1997 s. 18.] 14. Contracts by incorporated associations, how made etc.
(1) Contracts may be made by or on behalf of an incorporated
association as follows —
(a) a contract which, if made between natural persons,
would be required to be in writing under seal may be
made by the incorporated association under its common
seal; and
(b) a contract which, if made between natural persons,
would be required to be in writing signed by the parties
may be made on behalf of the association in writing by
any person acting under its express or implied authority;
and
(c) a contract which, if made between natural persons,
would be valid although not in writing signed by the
parties may be made orally on behalf of the association
by any person acting under its express or implied
authority.
(2) A contract may be varied or rescinded by or on behalf of an
incorporated association in the same manner as it is authorised
to be made.
15. Contracts, when validity of affected by deficiency in
association’s legal capacity
(1) A contract made with an incorporated association is not invalid
by reason of any deficiency in the legal capacity of the
association to enter into, or carry out, the contract unless the

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Part III
Consequences of incorporation

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person contracting with the association has actual notice of the
deficiency.
(2) An incorporated association that enters into a contract that
would, but for the provisions of subsection (1), be invalid is
empowered to carry out the contract.
(3) This section does not prejudice an action by a member of an
incorporated association to restrain the association from
entering into a transaction that lies beyond the powers conferred
on the association by this Act or its rules.

Associations Incorporation Act 1987
Rules of incorporated associations Part IV

s. 16

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Part IV — Rules of incorporated associations
16. Rules of association, contents of
The rules of an association do not conform to the requirements
of this Act unless they include provision in respect of each of
the matters that are specified in Schedule 1 and the rules are
otherwise consistent with this Act.
17. Altering rules, requirements for
(1) Subject to sections 18 and 19, an incorporated association may
alter its rules by special resolution but not otherwise.
(2) Within one month of the passing of a special resolution altering
its rules, or such further time as the Commissioner may in a
particular case allow, an incorporated association shall lodge
with the Commissioner notice of the special resolution setting
out particulars of the alteration together with a certificate given
by a member of the committee certifying that the resolution was
duly passed as a special resolution and that the rules of the
association as so altered conform to the requirements of this
Act.
(3) An alteration of the rules of an incorporated association does not
take effect until subsection (2) is complied with.
18. Changing name of incorporated association
(1) An alteration of the rules of an incorporated association having
effect to change the name of the association does not take effect
until section 17 is complied with and the approval of the
Commissioner is given to the change of name.
(2) The Commissioner may direct that notice of a proposed change
of name of an incorporated association be published in
accordance with his directions as a pre-requisite to his approval
of the change.
(3) The Commissioner shall not approve a name under this section
unless he is of the opinion that the proposed name is an
appropriate name under which an association might be
incorporated under this Act.

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Part IV
Rules of incorporated associations

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(4) If the Commissioner refuses to approve a name under this
section, the association may apply to the State Administrative
Tribunal for a review of the decision of the Commissioner.
[(5) deleted] (6) Where the Commissioner approves a change of name of an
incorporated association he shall issue a new certificate to be
known as a certificate of incorporation on change of name.
(7) A change of name of an incorporated association shall not affect
the identity of the body corporate or any right or obligation of
the association and shall not render defective any legal
proceeding by or against the association and any legal
proceeding that might have been commenced or continued by or
against it by its former name may be commenced or continued
by or against it by its new name.
[Section 18 amended by No. 55 of 2004 s. 61.] 19. Altering objects of incorporated association
(1) An alteration of the rules of an incorporated association having
effect to alter the objects or purposes of the association does not
take effect until section 17 is complied with and the approval of
the Commissioner is given to the alteration of the objects or
purposes.
(2) The Commissioner may direct that notice of a proposed change
of the objects or purposes of an incorporated association be
published in accordance with his directions as a pre-requisite to
his approval of the change.
(3) If the Commissioner refuses to approve an alteration of the
objects and purposes of an incorporated association under
subsection (1), the incorporated association may apply to the
State Administrative Tribunal for a review of the decision of the
Commissioner.
[Section 19 amended by No. 55 of 2004 s. 62.]

Associations Incorporation Act 1987
Management of affairs of incorporated associations Part V

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Part V — Management of affairs of incorporated
associations
20. Committee of incorporated association, who constitutes
The persons who under the rules of the incorporated association
have the power to manage the affairs of the association
constitute the committee of the association for the purposes of
this Act.
21. Pecuniary interests of committee members, disclosure of
(1) A member of the committee of an incorporated association who
has any direct or indirect pecuniary interest in a contract, or
proposed contract, made by, or in the contemplation of, the
committee shall, as soon as he becomes aware of his interest,
disclose the nature and extent of his interest to the committee.
Penalty: $500.
(2) Subsection (1) does not apply in respect of a pecuniary interest
that exists only by virtue of the fact —
(a) that the member of the committee is an employee of the
incorporated association; or
(b) that the member of the committee is a member of a class
of persons for whose benefit the association is
established.
(3) Where a member of the committee of an incorporated
association discloses a pecuniary interest in a contract or
proposed contract in accordance with this section, or his interest
is not such as need be disclosed under this section —
(a) the contract is not liable to be avoided by the association
on any ground arising from the fiduciary relationship
between the member and the incorporated association;
and
(b) the member is not liable to account for profits derived
from the contract.

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Part V
Management of affairs of incorporated associations

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(4) An association shall cause every disclosure made under this
section by a member of the committee to be recorded in the
minutes of the meeting of the committee at which it is made.
22. Committee member with pecuniary interest in contract not
to vote etc. on it
(1) A member of the committee of an incorporated association who
has any direct or indirect pecuniary interest in a contract, or
proposed contract, made by, or in the contemplation of, the
committee, shall not take part in any deliberations or decision of
the committee with respect to that contract.
Penalty: $500.
(2) Subsection (1) does not apply in respect of a pecuniary interest
that exists only by virtue of the fact that the member of the
committee is a member of a class of persons for whose benefit
the association is established.
23. Annual general meeting, when to be held
(1) Subject to subsection (2), an incorporated association shall hold
an annual general meeting in every calendar year within
4 months after the end of the association’s financial year or such
longer period as may in a particular case be allowed by the
Commissioner.
(2) An incorporated association may hold its first annual general
meeting at any time within 18 months after incorporation.
24. Special resolution, rules for passing etc.
(1) For the purposes of this Act, a resolution is a special resolution
if it is passed by a majority of not less than three-fourths of the
members of the association who are entitled under the rules of
the association to vote and vote in person or, where proxies or
postal votes are allowed by the rules of the association by proxy
or postal vote, at a general meeting of which notice specifying
the intention to propose the resolution as a special resolution
was given in accordance with those rules.

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Management of affairs of incorporated associations Part V

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(2) At a meeting at which a resolution proposed as a special
resolution is submitted, a declaration by the person presiding
that the resolution has been passed as a special resolution shall
be evidence of the fact unless, during the meeting at which the
resolution is submitted, a poll is demanded in accordance with
the rules of the association or, if the rules do not make provision
as to the manner in which a poll may be demanded, by at least
3 members of the association present in person or, where
proxies are allowed, by proxy.
(3) A declaration by the person presiding as to the result of a poll
taken under subsection (2) is evidence of the matter so declared.
25. Accounting records to be kept
An incorporated association shall —
(a) keep such accounting records as correctly record and
explain the financial transactions and financial position
of the association; and
(b) keep its accounting records in such manner as will
enable true and fair accounts of the association to be
prepared from time to time; and
(c) keep its accounting records in such manner as will
enable true and fair accounts of the association to be
conveniently and properly audited.
26. Accounts for previous financial year to be submitted to
AGM
An incorporated association shall submit to its members at the
annual general meeting of the association accounts of the
association showing the financial position of the association at
the end of the immediately preceding financial year.
27. Register of members
An incorporated association shall keep and maintain in an up to
date condition a register of the members of the association and
their postal or residential addresses and, upon the request of a
member of the association, shall make the register available for

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Part V
Management of affairs of incorporated associations

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the inspection of the member and the member may make a copy
of or take an extract from the register but shall have no right to
remove the register for that purpose.
28. Rules to be available to members
An incorporated association shall keep and maintain in an up to
date condition the rules of the association and, upon the request
of a member of the association, shall make available those rules
for the inspection of the member and the member may make a
copy of or take an extract from the rules but shall have no right
to remove the rules for that purpose.
29. Record of office holders etc.
An incorporated association shall maintain a record of —
(a) the names and residential or postal addresses of the
persons who hold the offices of the association provided
for by the rules of the association, including all offices
held by the persons who constitute the committee of the
association and persons who are authorised to use the
common seal of the association; and
(b) the names and residential or postal addresses of any
persons who are appointed or act as trustees on behalf of
the association,
and the incorporated association shall, upon the request of a
member of the association, make available the record for the
inspection of the member and the member may make a copy of
or take an extract from the record but shall have no right to
remove the record for that purpose.

Associations Incorporation Act 1987
Winding up and cancellation of incorporation Part VI

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Part VI — Winding up and cancellation of
incorporation
30. Voluntary winding up
(1) An incorporated association may be wound up voluntarily if the
association is solvent and resolves by special resolution that it
be wound up voluntarily.
(2) The incorporated association shall cause a copy of a special
resolution passed under subsection (1) to be lodged with the
Commissioner within 14 days after the passing of the resolution.
(3) Dissolution pursuant to the voluntary winding up of an
incorporated association shall take effect —
(a) 7 days after the distribution of the surplus property is
completed; or
(b) if there is no surplus property, 14 days after a copy of
the resolution is lodged with the Commissioner.
(4) The regulations may declare the winding up of an incorporated
association under this section to be an applied Corporations
legislation matter for the purposes of Part 3 of the Corporations
(Ancillary Provisions) Act 2001 in relation to one or more of
Parts 5.4 to 5.8 (winding up) of the Corporations Act 2001 of
the Commonwealth, with any modifications that are specified in
the declaration.
[Section 30 amended by No. 10 of 2001 s. 11(1); No. 20 of 2003
s. 4.] 31. Winding up by Supreme Court
(1) An incorporated association may be wound up by the Supreme
Court if —
(a) the incorporated association was not at the time of
incorporation eligible for incorporation under this Act;
or

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Part VI
Winding up and cancellation of incorporation

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(b) the incorporation of the association was obtained by
fraud or mistake; or
(c) the incorporated association has fewer than 6 members;
or
(d) the incorporated association has been inoperative for not
less than 12 months; or
(e) the incorporated association is unable to pay its debts; or
(f) the incorporated association has engaged in activities
outside the scope of its purposes as specified in its rules
or has ceased to pursue those purposes; or
(g) the committee of the incorporated association has acted
oppressively in relation to members; or
(h) the incorporated association has refused or failed to
remedy a contravention of this Act or the regulations
within a reasonable period after notice of that
contravention has been given to the association by the
Commissioner; or
(i) the incorporated association has, itself or as a trustee,
traded or secured pecuniary profit for the members of
the association; or
(j) the incorporated association has by special resolution
resolved that it be wound up by the Supreme Court; or
(k) the Supreme Court is of the opinion that it is just and
equitable that the incorporated association should be
wound up.
(2) An application to the Supreme Court for the winding up of an
incorporated association shall be by petition presented by the
incorporated association, a member of the incorporated
association, the Commissioner, the Minister or, in the case of a
petition based on subsection (1)(e), a creditor.
(3) The winding up of an incorporated association by the Supreme
Court (other than a voluntary winding up) is declared to be an
applied Corporations legislation matter for the purposes of
Part 3 of the Corporations (Ancillary Provisions) Act 2001 in

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Winding up and cancellation of incorporation Part VI

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relation to Part 5.7 (Winding up bodies other than companies) of
the Corporations Act 2001 of the Commonwealth.
[Section 31 amended by No. 10 of 2001 s. 12.] 32. Corporations Act 2001 (Cwlth) Parts 5.4-5.8 modified
The following modifications to the text of Parts 5.4 to 5.8 of the
Corporations Act 2001 of the Commonwealth apply for the
purposes of sections 30 and 31 —
(a) a reference to a company is to be read as a reference to
an incorporated association;
(b) a reference in Part 5.7 to a Part 5.7 body is to be read as
a reference to an incorporated association;
(c) a reference to the directors of a company is to be read as
a reference to the members of the committee of an
incorporated association;
(d) a reference to the secretary of a company is to be read as
a reference to the secretary of an incorporated
association or the person carrying out the functions
ordinarily carried out by a secretary of an association;
(e) a reference to the principal place of business of a
company is to be read as a reference to the place where
the secretary of an incorporated association resides;
(f) a reference to ASIC is to be read as a reference to the
Commissioner;
(g) a reference to the Court is to be read as a reference to the
Supreme Court.
[Section 32 inserted by No. 10 of 2001 s. 13; amended by
No. 20 of 2003 s. 5.] 33. Surplus property on winding up, distribution of
(1) In this section a reference to the surplus property of an
incorporated association is a reference to that property of the
association remaining after satisfaction of the debts and

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Part VI
Winding up and cancellation of incorporation

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liabilities of the association and the costs, charges and expenses
of the winding up of the association.
(2) Notwithstanding any Act or law to the contrary, it shall not be
lawful for any part of the surplus property of an incorporated
association to be distributed on the winding up of the
association —
(a) among the members or former members of the
association; or
(b) otherwise than to an incorporated association or for
charitable purposes.
(3) Prior to the winding up of an incorporated association, the
association may by resolution of the members authorise and
direct the committee to prepare a distribution plan for the
distribution of the surplus property of the association.
(4) A distribution plan shall be prepared in accordance with the
provisions of the rules of the association relating to the
distribution of surplus property upon a winding up (if any) or in
accordance with such variation of those provisions as the
Commissioner may approve in writing.
(5) If there are no provisions in the rules of the incorporated
association relating to the distribution of surplus property or
those provisions are impractical in the circumstances, the
committee shall prepare a distribution plan in accordance with
any directions given by resolution of the members of the
incorporated association or, if there is no such direction, as the
committee considers just and equitable having regard to the
objects or purposes of the association.
(6) The committee shall lodge a distribution plan with the
Commissioner and the Commissioner may give the committee
directions as to the publication of notice of the distribution plan.
(7) The committee —
(a) shall not implement a distribution plan until one month
after the day the plan is lodged with the Commissioner,

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Winding up and cancellation of incorporation Part VI

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or such longer period as in a particular case the
Commissioner may direct; and
(b) shall implement a distribution plan within one month
after the expiry of the period applicable in the particular
case under paragraph (a).
(8) If the committee refuses or fails to implement a distribution plan
within the period provided for by subsection (7), the
Commissioner shall, unless he considers it unreasonable or
impractical to do so, implement the distribution plan.
(9) If the Commissioner considers that the implementation of the
distribution plan would be unreasonable or impractical, the
Commissioner shall so inform the committee and the committee
may within one month lodge a revised distribution plan with the
Commissioner.
(10) If the Commissioner considers that the implementation of a
revised distribution plan would be unreasonable or impractical
or if the committee has failed to lodge a revised distribution
plan with the Commissioner within one month of being
informed of the Commissioner’s opinion under subsection (9) or
if the committee has failed to lodge a distribution plan with the
Commissioner in accordance with subsection (6), the
Commissioner shall so declare in writing and, subject to
subsection (12) and section 36, shall after one month cause the
surplus property to be credited to the Consolidated Account.
(11) The Commissioner may appoint a person to act on his behalf for
the purposes of implementing a distribution plan under
subsection (8) or causing the surplus property to be credited to
the Consolidated Account under subsection (10) and a person,
so appointed, is entitled to be paid out of the property of the
incorporated association his reasonable costs incurred in the
exercise of his functions under this subsection.
(12) A person who is aggrieved by a declaration made by the
Commissioner under subsection (10) may apply to the Supreme
Court for a review of the Commissioner’s declaration and the

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Part VI
Winding up and cancellation of incorporation

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Supreme Court may make such order as to the distribution of
the surplus property of the association as the Court thinks just.
[Section 33 amended by No. 6 of 1993 s. 11; No. 49 of
1996 s. 64; No. 77 of 2006 s. 4.] 34. Transfer of incorporated association’s undertaking etc. to
company etc. may be ordered in some cases
(1) Where the Commissioner is of the opinion —
(a) that an incorporated association has ceased to be an
association eligible to be incorporated under this Act; or
(b) that the undertaking or operations of an incorporated
association are being carried on by a body corporate
incorporated under some other Act, or would more
appropriately be carried on by such a body corporate,
the Commissioner may give notice to the association under this
section.
(2) If, within 3 months of the date of a notice under subsection (1),
the incorporated association requests the Commissioner to
transfer its undertaking to a body corporate specified in the
request, the Commissioner may, by order published in the
Gazette, order that the undertaking of the association be
transferred accordingly.
(3) On the publication of an order under subsection (2) —
(a) the incorporated association is dissolved; and
(b) the property of the association becomes the property of
the body corporate referred to in the order; and
(c) the rights and liabilities of the association (whether
certain or contingent) become rights and liabilities of the
body corporate referred to in the order.
(4) The Registrar of Titles, the Registrar of Deeds and Transfers,
the Commissioner, and any other person authorised by a written
law to record and give effect to the registration of documents
relating to transactions affecting any estate or interest in land or

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Winding up and cancellation of incorporation Part VI

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other property, may take cognizance of an order made under this
section and is empowered to record and register in the
appropriate manner such matters as are necessary to give effect
to such an order.
[Section 34 amended by No. 31 of 1997 s. 9; No. 47 of 2011
s. 16.] 35. Cancelling incorporation, Commissioner’s powers for
(1) Where the Commissioner has reasonable cause to believe that
an incorporated association —
(a) has been inoperative for the preceding 12 months; or
(b) has fewer than 6 members; or
(c) has no assets and the members have resolved to
discontinue the activities of the association; or
(d) has resolved to wind up but no person is prepared to act
as liquidator; or
(e) has not, within 3 months of notice being given to it by
the Commissioner under section 34, requested the
Commissioner to transfer its undertaking to another
body corporate,
the Commissioner may send, by certified post addressed to the
association at the address which appears to the Commissioner to
be the address of the association, and may, if he considers
advertisement to be desirable, cause to be published in a
newspaper circulating generally in the State, a notice stating the
ground or grounds on which it is proposed to cancel the
incorporation of the association and stating that, if a reply
showing cause to the contrary is not received within 2 months
after the date on which the notice is sent or published,
whichever is the later, the incorporation of the association will
be cancelled by the Commissioner under this section.
(2) Unless —
(a) the Commissioner is satisfied, within 2 months after the
date of sending or publishing a notice under

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Part VI
Winding up and cancellation of incorporation

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subsection (1), whichever is the later, that cause has been
shown to the effect that the incorporated association —
(i) is operative; or
(ii) has more than 5 members; or
(iii) does not fall within subsection (1)(c), (d) or (e);
or
(b) the Supreme Court, on the application of an aggrieved
person, otherwise orders,
the Commissioner may cancel the incorporation of the
association.
(3) Where the Commissioner cancels the incorporation of an
incorporated association under subsection (2), the
Commissioner shall publish in the Gazette and send to the
association notice of the cancellation.
(4) If the Commissioner is satisfied that the incorporation of an
incorporated association was cancelled as the result of an error
on his part, the Commissioner may reinstate the incorporation of
the association in which case the association shall be deemed to
have continued in existence as if its incorporation had not been
cancelled and the Commissioner shall publish in the Gazette
notice of the reinstatement.
(5) Where, before the Commissioner cancels the incorporation of an
association under subsection (2), the incorporated association
has commenced to be wound up under section 30 or 31 —
(a) the Commissioner may cancel the incorporation
notwithstanding the commencement of the winding up;
and
(b) the cancellation of the incorporation does not affect the
winding up.
36. Failure to implement distribution plan, consequences of
(1) Where the committee of an incorporated association fails to
implement a distribution plan when required to do so under
section 33(7)(b) or the Commissioner has made a declaration

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Winding up and cancellation of incorporation Part VI

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under section 33(10) or the incorporation of an incorporated
association (not being an incorporated association the winding
up of which commenced before the cancellation) is cancelled
under section 35 —
(a) the property of the association vests in the
Commissioner; and
(b) subject to subsection (3), the Commissioner may give
such directions as he thinks just for or with respect to the
payment of the debts and liabilities of the association,
the distribution of its property and the winding up of its
affairs and —
(i) may appoint a person for the purpose of
investigating the affairs of the association and
attending to the realization of its property,
payment of its debts, discharge of its liabilities,
distribution of its property and winding up of its
affairs; and
(ii) may do all such other acts and things as are
reasonably necessary to be done for the purpose
of the exercise of the Commissioner’s powers
under this section.
(2) The Commissioner and a person appointed under
subsection (1)(b)(i) are entitled to be paid out of the property of
an incorporated association the reasonable costs incurred by the
Commissioner and such a person in the exercise of their powers
under this section in relation to the association.
(3) Section 33 applies to and in respect of the vesting under this
section of property of an incorporated association remaining
after satisfaction of the debts and liabilities of the association
and the payment of any amount under subsection (2) in the same
way as that section applies to and in respect of the vesting of
that property in a winding up of an incorporated association.

Associations Incorporation Act 1987
Part VII
Administration

s. 37

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Part VII — Administration
37. Documents lodged with Commissioner, access to and
retention of
(1) The Commissioner shall in such manner as the Commissioner
thinks fit keep a copy of the rules of each incorporated
association, every alteration of the rules and every other
document required by this Act to be lodged with the
Commissioner.
(2) A person may, on payment of the prescribed fee —
(a) inspect any document lodged with the Commissioner for
the purposes of this Act, not being a document that has
been destroyed or otherwise disposed of; or
(b) obtain from the Commissioner a certified copy of, or
extract from, any document lodged with the
Commissioner under this Act.
(3) If a reproduction or transparency of a document is produced for
inspection, a person is not entitled under subsection (2) to
require the production of the original.
(4) A copy of or extract from any document lodged with the
Commissioner for the purposes of this Act that is certified by
the Commissioner to be a true copy or extract is in any
proceedings admissible in evidence as of equal validity with the
original document.
(5) The Commissioner may, if in his opinion it is no longer
necessary or desirable to retain it, destroy or dispose of any
document, and any copy or transparency of such a document,
lodged in respect of an incorporated association that for not less
than 15 years has been dissolved.
38. Evidentiary provisions
(1) A certificate of the Commissioner to the effect —
(a) that on a date specified in the certificate, a specified
association was or was not an incorporated association;

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(b) that on a date specified in the certificate no incorporated
association was incorporated under this Act by a name
specified in the certificate;
(c) that a requirement of this Act specified in the
certificate —
(i) had or had not been complied with at a date or
within a period so specified; or
(ii) had been complied with at a date so specified but
not before that date;
(d) that a copy of the rules of an incorporated association
specified in the certificate is a true copy of those rules as
lodged with the Commissioner at a date specified in the
certificate,
is evidence of the matter or matters so specified.
(2) A certificate of incorporation of an association issued under this
Act is conclusive evidence of the incorporation of the
association under this Act on the date specified in the certificate
as the date of incorporation.
39. Investigation and audit of incorporated associations,
Commissioner’s powers as to
(1) In this section, records includes —
(a) any document, and other record of information; and
(b) invoices, receipts, orders for the payment of money, bills
of exchange, promissory notes, vouchers and other
documents of prime entry and also includes such working
papers and other documents as are necessary to explain the
methods and calculations by which accounts are made up,
however compiled, recorded or stored.
(2) The powers of the Commissioner under subsection (3) or (4)
shall not be exercised except in circumstances that relate to a
matter that constitutes or may constitute —
(a) a contravention of, or failure to comply with, a provision
of this Act or the regulations; or

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Part VII
Administration

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(b) an offence relating to an incorporated association that
involves fraud or dishonesty or concerns the
management of the affairs of the association.
(3) The Commissioner may at any time, by notice in writing, give a
direction to an incorporated association or a person who is or
has been a member of the committee of, or an agent, banker,
solicitor, auditor, trustee or other person acting in any capacity
for or on behalf of an incorporated association (including an
incorporated association that is in the course of being wound up
or has been dissolved), requiring the production, at such time
and place as are specified in the direction, of such records
relating to the affairs of the association as are specified in the
direction.
(4) The Commissioner may, at any time by notice in writing, give a
direction to an incorporated association or to a person who is or
has been a member of the committee of an incorporated
association requiring the production and delivery to the
Commissioner, within such period as is specified in the
direction, of a statement of the financial position of the
association as at the end of the last preceding financial year, or
as at some other date specified in the direction, audited by a
registered company auditor within the meaning of the
Corporations Act 2001 of the Commonwealth.
(5) An incorporated association or other person shall not when
required under subsection (3) to produce a record —
(a) refuse or neglect to produce the record; or
(b) produce a record that contains information that to the
person’s knowledge is false or misleading in a material
particular, unless the person discloses that fact when
producing the record.
Penalty: $500.
(6) It is a defence to any prosecution for refusal or neglect to
produce a record required to be produced under subsection (3) if
the person charged proves that the record has been destroyed or

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disposed of in accordance with the provisions of this Act or the
regulations.
(7) An incorporated association or other person shall not when
directed under subsection (4) to produce and deliver to the
Commissioner an audited statement of the financial position of
the incorporated association refuse or neglect without
reasonable excuse to produce and deliver such a statement in
accordance with the Commissioner’s direction.
Penalty: $500.
[Section 39 amended by No. 10 of 2001 s. 14.] 39A. Commissioner, designation of
(1) The Minister is required, by notice published in the Gazette, to
designate a person who is an executive officer of the
Department as the Commissioner for the purposes of this Act.
(2) The Commissioner may be referred to by a title specified by the
Minister by notice published in the Gazette.
(3) In this section —
executive officer has the meaning given by section 3(1) of the
Public Sector Management Act 1994.
[Section 39A inserted by No. 28 of 2006 s. 50.] 39B. Delegation by Commissioner
(1) The Commissioner may delegate to any other person employed
in the Department any power or duty of the Commissioner
under another provision of this Act.
(2) The delegation must be in writing signed by the Commissioner.
(3) A person to whom a power or duty is delegated under this
section cannot delegate that power or duty.
(4) A person exercising or performing a power or duty that has been
delegated to the person under this section is to be taken to do so

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Administration

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in accordance with the terms of the delegation unless the
contrary is shown.
(5) Nothing in this section limits the ability of the Commissioner to
perform a function through an officer or agent.
[Section 39B inserted by No. 28 of 2006 s. 50.] 39C. Information officially obtained, misuse of
(1) A person who misuses information obtained by reason of any
function that person has, or at any time had, in the
administration of this Act, or the repealed Act, commits an
offence.
Penalty: $20 000.
(2) A person misuses information if it is, directly or indirectly,
recorded, used, or disclosed to another person, other than —
(a) in the course of duty; or
(b) under this Act; or
(c) for the purposes of the investigation of any suspected
offence or the conduct of proceedings against any person
for an offence; or
(d) in a manner that could not reasonably be expected to
lead to the identification of any person to whom the
information refers; or
(e) with the consent of the person to whom the information
relates, or each of them if there is more than one.
(3) In this section —
information means information concerning the affairs of a
person.
[Section 39C inserted by No. 28 of 2006 s. 50.]

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39D. Protection from personal liability
(1) A person is not liable for anything that the person has, in good
faith, done in the performance or purported performance of a
function under this Act, or the repealed Act.
(2) The State is also relieved of any liability that it might otherwise
have had for another person having done anything as described
in subsection (1).
(3) The protection given by this section applies even though the
thing done as described in subsection (1) may have been capable
of being done whether or not this Act had been enacted.
(4) In this section, a reference to the doing of anything includes a
reference to an omission to do anything.
[Section 39D inserted by No. 28 of 2006 s. 50.] 39E. Judicial notice
All courts, judges and persons acting judicially shall take
judicial notice of the official signature of every person who is
for the time being and every person who has at any time been
the Commissioner and of the fact that such person holds or has
held such office.
[Section 39E inserted by No. 28 of 2006 s. 50.]

Associations Incorporation Act 1987
Part VIII
Miscellaneous

s. 40

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Part VIII — Miscellaneous
40. Lodging notice of address for service
An incorporated association may lodge with the Commissioner
notice of an address or postal address for service of any process,
notice or other document on the association.
41. Service on incorporated association
Service of any process, notice or other document may be
effected upon an incorporated association —
(a) by serving the process, notice or other document
personally or by post on a member of the committee of
the association; or
(b) by leaving the process, notice or other document at, or
by sending it by post to, the address for service (if any)
last notified to the Commissioner under section 40; or
(c) by leaving the process, notice or other document at the
address of a member of the committee of the association
with any person apparently over the age of 16 years.
42. Committee members’ responsibilities
If a member of the committee of an incorporated association
fails to take all reasonable steps to secure compliance by the
association with its obligations under this Act, the member
commits an offence and is liable to a fine of $500.
43. False or misleading statements in documents, offence
Where in a document required by or for the purposes of this Act
or lodged with or submitted to the Commissioner or in a
document submitted to a meeting of members of an
incorporated association, a person —
(a) makes or authorises the making of a statement that to the
person’s knowledge is false or misleading in any
material particular; or

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(b) omits or authorises the omission of any matter or thing
without which the document is to the person’s
knowledge misleading in any material respect,
the person commits an offence and is liable to a fine of $500.
44. Use of “Incorporated” restricted
If a person carries on business or enters into a contract under
any name or title of which “Incorporated” or any abbreviation of
that word is the final word or abbreviation, the person is, unless
incorporated under this Act or any other law, guilty of an
offence.
Penalty: $200.
45. Document not lodged unless fee is paid
Where a fee is payable to the Commissioner in respect of the
lodging of a document with the Commissioner and the
document is submitted for lodging without payment of the fee,
the document shall be deemed not to have been lodged until the
fee is paid.
46. Regulations
The Governor may make regulations prescribing all matters and
things that by this Act are required or permitted to be prescribed
or that are necessary or convenient to be prescribed for giving
effect to this Act and in particular for and with respect to —
(a) prescribing and providing for the payment of fees; and
(b) prescribing forms under this Act and the respective
purposes for which those forms are to be used.
47. Repeal
The Associations Incorporation Act 1895 is repealed.
48. Savings and transitional (Sch. 2)
Schedule 2 has effect.
[49. Omitted under the Reprints Act 1984 s. 7(4)(e).]

Associations Incorporation Act 1987
Schedule 1
Matters to be provided for in rules of an incorporated
association

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Schedule 1 — Matters to be provided for in rules of an
incorporated association
[s. 16] [Heading amended by No. 19 of 2010 s. 4.] 1. The name of the incorporated association.
2. The objects or purposes of the incorporated association, including a
provision in, or substantially in, the following terms —
The property and income of the association shall be applied
solely towards the promotion of the objects or purposes of the
association and no part of that property or income may be paid or
otherwise distributed, directly or indirectly, to members of the
association, except in good faith in the promotion of those objects
or purposes.
3. The qualifications (if any) for membership of the incorporated
association.
4. The register of members of the incorporated association.
5. The entrance fees, subscriptions and other amounts (if any) to be paid
by members of the incorporated association.
6. The name, constitution, membership and powers of the committee or
other body having the management of the incorporated association (in
this clause referred to as the committee) and provision for —
(a) the election or appointment of members of the committee;
(b) the terms of office of members of the committee;
(c) the grounds on which, or reasons for which, the office of a
member of the committee shall become vacant;
(d) the filling of casual vacancies occurring on the committee;
(e) the quorum and procedure at meetings of the committee.
7. The quorum and procedure at general meetings of members of the
incorporated association.
8. The time within which, and manner in which, notices of general
meetings and notices of motion are to be given, published or
circulated.

Associations Incorporation Act 1987
Matters to be provided for in rules of an incorporated
association

Schedule 1

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9. The manner in which the funds of the association are to be controlled.
10. The intervals between general meetings of members of the
incorporated association and the manner of calling general meetings.
11. The manner of altering and rescinding the rules and of making
additional rules of the incorporated association.
12. Provisions for the custody and use of the common seal of the
incorporated association.
13. The custody of records, books, documents and securities of the
incorporated association.
14. The inspection by members of the incorporated association of records
and documents of the incorporated association.

Associations Incorporation Act 1987
Schedule 2
Savings and transitional provisions

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Schedule 2 — Savings and transitional provisions
[s. 48] [Heading amended by No. 19 of 2010 s. 4.] 1. Every association that was, immediately before the commencement of
this Act, an association incorporated under the repealed Act, shall,
upon the commencement of this Act, be deemed to be an association
incorporated under this Act, and the rules of the association shall,
subject to alteration under this Act, be the rules of the association as
registered at the commencement of this Act.
2. Where an application for the incorporation of an association was
made under the repealed Act, but the association had not, as at the
commencement of this Act, been incorporated, the proceedings for
incorporation of the association may be continued and completed
under the repealed Act as if this Act had not been enacted.
3. The statement of objects of an association incorporated under the
repealed Act filed with the Commissioner shall upon the
commencement of this Act be deemed to form part of the rules of the
association as registered at the commencement of this Act.
4. Section 16 (which specifies matters to be provided for in the rules of
an incorporated association) does not apply to any association that
was immediately before the commencement of this Act incorporated
under the repealed Act.

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Notes
1 This reprint is a compilation as at 10 February 2012 of the Associations
Incorporation Act 1987 and includes the amendments made by the other written
laws referred to in the following table. The table also contains information about
any reprint.
Compilation table
Short title Number
and year Assent Commencement
Associations Incorporation
Act 1987 59 of 1987 9 Nov 1987 s. 1 and 2: 9 Nov 1987;
Act other than s. 1 and 2:
25 Jul 1988 (see s. 2 and
Gazette 24 Jun 1988 p. 1995)
Financial Administration
Legislation Amendment
Act 1993 s. 11 6 of 1993 27 Aug 1993 1 Jul 1993 (see s. 2(1))
Industrial Relations
Legislation Amendment
and Repeal Act 1995
s. 67(3) 79 of 1995 16 Jan 1996 16 Jan 1996 (see s. 3(1))
Financial Legislation
Amendment Act 1996 s. 64 49 of 1996 25 Oct 1996 25 Oct 1996 (see s. 2(1))
Trustees Amendment
Act 1997 s. 18 1 of 1997 6 May 1997 16 Jun 1997 (see s. 2 and
Gazette 10 Jun 1997 p. 2661)
Acts Amendment (Land
Administration) Act 1997
Pt. 7 31 of 1997 3 Oct 1997 30 Mar 1998 (see s. 2 and
Gazette 27 Mar 1998 p. 1765)
Statutes (Repeals and
Minor Amendments)
Act (No. 2) 1998 s. 18 10 of 1998 30 Apr 1998 30 Apr 1998 (see s. 2(1))
Reprint of the Associations Incorporation Act 1987 as at 20 Aug 1999 (includes
amendments listed above)
Corporations
(Consequential
Amendments) Act 2001
Pt. 4
2 10 of 2001 28 Jun 2001 15 Jul 2001 (see s. 2 and
Gazette 29 Jun 2001 p. 3257
and Cwlth Gazette 13 Jul 2001
No. S285)
Corporations
(Consequential
Amendments) Act
(No. 2) 2003 Pt. 2 20 of 2003 23 Apr 2003 15 Jul 2001 (see s. 2(1) and
Cwlth Gazette 13 Jul 2001
No. S285)

Associations Incorporation Act 1987

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Short title Number
and year Assent Commencement
State Administrative
Tribunal (Conferral of
Jurisdiction) Amendment
and Repeal Act 2004
Pt. 2 Div. 10
3 55 of 2004 24 Nov 2004
1 Jan 2005 (see s. 2 and Gazette
31 Dec 2004 p. 7130)
Reprint 2: The Associations Incorporation Act 1987 as at 28 Oct 2005 (includes
amendments listed above)
Machinery of Government
(Miscellaneous
Amendments) Act 2006
Pt. 4 Div. 1
4 28 of 2006 26 Jun 2006 1 Jul 2006 (see s. 2 and Gazette
27 Jun 2006 p. 2347)
Financial Legislation
Amendment and Repeal
Act 2006 s. 4 77 of 2006 21 Dec 2006 1 Feb 2007 (see s. 2(1) and
Gazette 19 Jan 2007 p. 137)
Standardisation of
Formatting Act 2010 s. 4 19 of 2010 28 Jun 2010 11 Sep 2010 (see s. 2(b) and
Gazette 10 Sep 2010 p. 4341)
Associations
Incorporation Amendment
(Transfer of
Incorporation) Act 2010 55 of 2010 8 Dec 2010 s. 1 and 2: 8 Dec 2010
(see s. 2(a));
Act other than s. 1 and 2:
26 Feb 2011 (see s. 2(b) and
Gazette 25 Feb 2011 p. 651)
Statutes (Repeals and
Minor Amendments)
Act 2011 s. 16 47 of 2011 25 Oct 2011 26 Oct 2011 (see s. 2(b))
Reprint 3: The Associations Incorporation Act 1987 as at 10 Feb 2012 (includes
amendments listed above)
2 The Corporations (Consequential Amendments) Act 2001 s. 11(2) reads as follows:

(2) Regulations (the old regulations) made under section 30(4) (the
old provision) of the Associations Incorporation Act 1987 as in
force immediately before the commencement of subsection (1) of
this section continue in force, despite the repeal of the old
provision, until regulations are made under section 30(4) of the
Associations Incorporation Act 1987 as in force immediately after
the commencement of subsection (1) of this section, and any
winding up commenced under the old regulations is to be dealt
with under the provisions applied by those old regulations.

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3 The State Administrative Tribunal (Conferral of Jurisdiction) Amendment and
Repeal Act 2004 Pt. 5, the State Administrative Tribunal Act 2004 s. 167 and 169,
and the State Administrative Tribunal Regulations 2004 r. 28 and 42 deal with
certain transitional issues some of which may be relevant for this Act.
4 The Machinery of Government (Miscellaneous Amendments) Act 2006 Pt. 4
Div. 23 has transitional provisions some of which may be relevant to this Act.

Associations Incorporation Act 1987

Defined Terms

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Defined Terms

[This is a list of terms defined and the provisions where they are defined.
The list is not part of the law.] Defined Term Provision(s)
association ………………………………………………………………………………………….. 3(1)
body corporate …………………………………………………………………………………….. 10I
Commissioner …………………………………………………………………………………….. 3(1)
committee…………………………………………………………………………………. Sch. 1 it. 6
Corporations Act ………………………………………………………………………………….10A
Department…………………………………………………………………………………………. 3(1)
executive officer……………………………………………………………………………… 39A(3)
financial year………………………………………………………………………………………. 3(1)
incorporated association……………………………………………………………………….. 3(1)
information…………………………………………………………………………………….. 39C(3)
officer ………………………………………………………………………………………………… 3(1)
prescribed body corporate ……………………………………………………………………..10A
records……………………………………………………………………………………………… 39(1)
repealed Act ……………………………………………………………………………………….. 3(1)
special resolution ………………………………………………………………………………… 3(1)

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By Authority: JOHN A. STRIJK, Government Printer