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NORTHERN TERRITORY OF AUSTRALIA
ASSOCIATIONS ACT
As in force at 14 December 2005
TABLE OF PROVISIONS
Section

PART 1 – PRELIMINARY
1. Short title
2. Commencement
3. Excluded matter for Corporations Act 2001
4. Definitions
PART 2 – ADMINISTRATION
5. Commissioner may exempt etc.
6. Secrecy
7. Protection from liability
PART 3 – INCORPORATION
Division 1 – Incorporation process
8. Application for incorporation of association
9. Certificate of incorporation
10. Commissioner to notify refusal to incorporate association

Division 2 – Effect of incorporation
11. Incorporation of association
12. Vesting of property in incorporated association
13. Power to borrow money and give securities
14. Liability of members

Division 3 – Name and common seal of incorporated association
15. Name
16. Name to appear on documents
17. Change of name
18. Commissioner to notify association of refusal to issue new
certificate
19. Change of name does not affect existing rights and obligations
20. Common seal

ii

Division 4 – Constitution and trusts
21. Constitution
22. Filing of trusts
23. Alteration of constitution etc.
24. Commissioner to notify incorporated association of refusal
25. Alteration of object etc. does not affect existing rights and
obligations

Division 5 – Miscellaneous provision
26. Minimum number of members of association
PART 4 – MANAGEMENT OF INTERNAL AFFAIRS
Division 1 – Officers and committee
27. Public officer
28. Notification of appointment and change of address of public
officer
29. Management committee
30. Certain persons not to be members of committee etc.
31. Disclosure of interest
32. Voting on contract in which committee member has interest
33. Duties of officers etc.

Division 2 – Meetings etc.
34. Register of members
35. First annual general meeting
36. Annual general meetings
37. Special resolutions
38. Minutes
39. Natural justice applies in adjudication of disputes

Division 3 – Miscellaneous
40. Disqualified person
PART 5 – ACCOUNTS AND AUDIT
Division 1 – Accounts
41. Accounting records
42. Annual statement of accounts
43. Presentation of statement at AGM
44. Inspection of audited accounts by members
45. Filing of audited accounts with Commissioner

iii

Division 2 – Audits
46. Audits of tier 1 incorporated association
47. Audits of tier 2 incorporated association
48. Audits of tier 3 incorporated association
49. Auditor’s powers and duties
50. Auditor’s liability
51. Obstruction of auditor
52. Removal of auditors
PART 6 – DISPOSAL OF PROPERTY
53. Application of Part 6
54. Transfer of property
55. Power of incorporated association to sell trust property
PART 7 – TRANSFER OF INCORPORATION
56. Application for transfer
57. Requirements before application can be made
58. Meaning of “transfer” and “new body”
59. New body ceases to be incorporated association
60. Transfer not to impose greater liability etc.
61. Effect of new certificate of incorporation
62. New body is continuation of incorporated association
63. Commissioner may direct incorporated association to change
its incorporation
PART 8 – DISSOLUTION OF CERTAIN ASSOCIATIONS
64. Application of Part 8
65. Dissolution
66. Commissioner may act administratively for dissolved
incorporated association
67. Property of dissolved incorporated association vests in
Commissioner
68. Commissioner may sell vested property
69. Property vested in Commissioner subject to all charges etc.
70. Commissioner to keep records etc.
71. Court may declare dissolution of association void
PART 9 – EXTERNAL ADMINISTRATION
Division 1 – Winding up and other matters relating to external administration
72. Application of Corporations Act 2001 to winding up
73. Winding up by Supreme Court on certificate of Commissioner
74. Court may appoint unregistered company liquidator

iv

75. Penalty for contravention of applied provisions
76. Distribution of assets on winding up
77. Prescribed property in winding up

Division 2 – Appointment of statutory manager
78. Appointment
79. Effect of appointment
80. Revocation of appointment
81. Expenses of administration
82. Liabilities arising from administration
83. Additional powers of Commissioner
84. Stay of proceedings
85. Statutory Manager to report to Commissioner

Division 3 – Offences
86. Interpretation
87. Application of Division
88. Non-disclosure
89. Failure to keep proper records
90. Incurring debts not likely to be paid
91. Powers of court if debts unlikely to be paid
92. Frauds by officers
PART 10 – INVESTIGATION OF INCORPORATED ASSOCIATIONS
93. Investigation of incorporated association’s affairs
94. Commissioner may require production of books
95. Commissioner may carry out investigations in relation to books
96. Examination of persons concerned with incorporated
association
97. Power of entry
98. Immunity from liability for complying with direction or
requirement
99. Privileged communications
100. Orders against persons concerned with incorporated
associations
PART 11 – INCORPORATED ASSOCIATIONS PERFORMING LOCAL
GOVERNMENT FUNCTIONS
101. Identification of incorporated associations that must comply
with Local Government Act
102. Local Government Act applies to incorporated associations
performing local government functions

v

PART 12 – MISCELLANEOUS PROVISIONS
103. Civil proceedings not to be stayed
104. Form and evidentiary value of books
105. Provisions indemnifying officers or auditors
106. Penalty for non-compliance with Act or condition imposed
under Act
107. Falsification of books
108. Misrepresentation as to incorporation under this Act
109. Oppressive or unreasonable acts
110. Dealings with prescribed property
111. Regulatory offences
112. Proceedings for offences
113. Evidentiary provisions
114. Right of appeal – disqualified person
115. Right of appeal – general
116. Commissioner may require production of document
117. Fax or electronic transmission of documents
118. Service of documents
119. Regulations
PART 13 – REPEAL AND TRANSITIONAL PROVISIONS
120. Definitions
121. Repeal
122. Applications
123. Certificates of incorporation, officers etc.
124. Notices for associations performing local government functions
125. Investigations
126. Consents in relation to prescribed property
127. If constitution not in accordance with Act on commencement
128. Audits
SCHEDULE

Notes
Table of Amendments

NORTHERN TERRITORY OF AUSTRALIA

____________________
This reprint shows the Act as in force at 14 December 2005. Any amendments
that may come into operation after that date are not included.
____________________

ASSOCIATIONS ACT

An Act to provide for the incorporation of associations and for related
purposes

PART 1 – PRELIMINARY
1. Short title
This Act may be cited as the Associations Act. (See back note 1)
2. Commencement
This Act comes into operation on the date fixed by the Administrator by
notice in the Gazette. (See back note 1)
3. Excluded matter for Corporations Act 2001
(1) The following matters are declared to be excluded matters for the
purposes of section 5F of the Corporations Act 2001 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 the following:
(a) provisions that relate to any matter that the Regulations provide is
not to be excluded from the operation of the Corporations
legislation;
(b) provisions that relate to the role of an incorporated association in
the formation of a company;

Associations Act
2

(c) provisions that relate to substantial holdings, by or involving an
incorporated association, in a company;
(d) provisions that confer or impose functions on an incorporated
association as a member, or former member, of a corporation;
(e) provisions that relate to dealings by an incorporated association in
securities of a body corporate, other than securities of the
association;
(f) provisions that confer or impose functions on an incorporated
association in its dealings with a corporation, not being dealings in
securities of the association;
(g) provisions that relate to securities of an incorporated association,
other than debentures of or deposits with an incorporated
association;
(h) provisions relating to derivatives;
(i) provisions relating to –
(i) financial services licensees whose licences cover dealing in,
or providing advice about, securities; or
(ii) regulated principals when dealing in, or providing advice
about, securities as authorised by Part 10.2, Division 1,
Subdivision D of the Corporations Act 2001;
(j) provisions relating to the carrying on of a financial services
business relating to securities;
(k) provisions relating to financial statements, and audits of financial
statements, of –
(i) financial services licensees whose licences cover dealing in,
or providing advice about, securities; or
(ii) regulated principals when dealing in, or providing advice
about, securities as authorised by Part 10.2, Division 1,
Subdivision D of the Corporations Act 2001;
(l) provisions relating to money and scrip of clients of –
(i) financial services licensees whose licences cover dealing in,
or providing advice about, securities; or

Associations Act
3

(ii) regulated principals when dealing in, or providing advice
about, securities as authorised by Part 10.2, Division 1,
Subdivision D of the Corporations Act 2001;
(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 the association may engage in the
activities covered by the provisions.
4. Definitions
In this Act, unless the contrary intention appears –
“accountants body” means CPA Australia, the Institute of Chartered
Accountants in Australia or the National Institute of Accountants;
“accounting records” includes invoices, receipts, orders for the payment of
money, bills of exchange, cheques, promissory notes, vouchers and
other documents of prime entry, books and records which record
the documents necessary to explain the methods and calculations
by which accounts are made up;
“accounts”, in relation to an incorporated association, means –
(a) a combination of –
(i) an account of receipts and payments recording the
total receipts and payments based on the cash method
of accounting; and
(ii) a statement of assets and liabilities; or
(b) a combination of –
(i) an account of income and expenditure recording the
total income and expenditure based on the accrual
method of accounting; and
(ii) a balance sheet,
together with the statements, reports and notes, other than an
auditor’s report, attached to and intended to be read with the
account, statement or balance sheet;
“affairs”, of an incorporated association, include a trust relating to the
association;

Associations Act
4

“approved form” means a form approved by the Commissioner for use
under this Act;
“association” means –
(a) an association, society, institution or body formed or carried
on for –
(i) a religious, educational, benevolent or charitable
purpose;
(ii) the purpose of providing medical treatment or
attention;
(iii) the purpose of promoting or encouraging literature,
science, art or a cultural activity;
(iv) the purpose of recreation or amusement; or
(v) the purpose of beautifying or improving a
community centre,
being an association, society, institution or body the
activities of which are carried on in whole or in part in the
Territory;
(b) another association, society, institution or body certified in
writing by the Minister to be an association for this Act; or
(c) a trading association;
“books” includes a register or other record of information and accounts or
accounting records, however compiled, recorded or stored and any
other document;
“Commissioner” means the Commissioner of Consumer Affairs within the
meaning of the Consumer Affairs and Fair Trading Act;
“committee”, in relation to an association, includes the person having the
management of the affairs of the association;
“community government council” means a community government
council within the meaning of the Local Government Act;
“contravene” includes fail to comply with;
“disqualified person” means a person for whom a declaration under
section 40 is in force;

Associations Act
5

“financial year”, in relation to an incorporated association, means –
(a) in the case of an incorporated association whose constitution
fixes a period ending on a specified day as the association’s
financial year –
(i) if the period is fixed or varied at incorporation or
during the first financial year of the association – the
period not exceeding 18 months commencing on the
date of incorporation and ending on the day
specified;
(ii) if the period is fixed or varied during a subsequent
financial year – the period not exceeding 12 months
commencing at the end of the last preceding financial
year and ending on the day specified; or
(iii) each succeeding period of 12 months ending on the
day specified; or
(b) in the case of an incorporated association whose constitution
does not fix a period as the association’s financial year –
(i) the period commencing on the date of incorporation
and ending on the next succeeding 30 June; and
(ii) each succeeding period of 12 months ending on
30 June;
“gross receipts”, in relation to an incorporated association, means the total
amount of the receipts of the association including a grant or
subsidy paid to or on behalf of the association by or on behalf of
the Commonwealth or the Territory, a municipal council or a
community government council, but does not include money
received by the association –
(a) by way of a membership fee, subscription, levy or other fee,
if any, paid by a member;
(b) as a bequest; or
(c) from the sale of any of the association’s assets that had not
been originally purchased by the association for the purpose
of resale;
“incorporated association” means an association incorporated under this
Act;

Associations Act
6

“incorporated trading association” means a trading association
incorporated under this Act;
“member”, in relation to an incorporated association, means a person who
or body that, under the association’s constitution, is a member of
the association;
“municipal council” means a municipal council within the meaning of the
Local Government Act;
“officer”, in relation to an incorporated association, means –
(a) a person who –
(i) occupies or acts in a position of –
(A) a member of the committee of the association;
or
(B) the secretary, treasurer or public officer of the
association; or
(ii) is concerned, or takes part, in the management of the
affairs of the association,
by whatever name called and whether or not validly
appointed to occupy, or duly authorised to act in, the
position;
(b) the holder of another office established by the constitution
of the association (except a patron or the holder of some
other honorary office that confers no right to participate in
the management of the affairs of the association); or
(c) a person in accordance with whose directions or instructions
the committee is accustomed to act;
“prescribed property” means property that was acquired from, or using
funds obtained under a grant from, the Territory or the
Commonwealth, and includes an interest, whether legal or
equitable, in such property, but does not include –
(a) property acquired from the Territory or Commonwealth for
full consideration using funds that were not, directly or
indirectly, obtained under a grant from the Territory or
Commonwealth; or
(b) an item of personal property that has a total value of not
more than the prescribed amount;

Associations Act
7

“public officer”, in relation to an incorporated association, means the
public officer of the association holding office under section 27;
“statutory manager” means a statutory manager appointed under section 78
to administer the affairs of an incorporated association;
“tier 1 incorporated association” means an incorporated association other
than a tier 2 or tier 3 incorporated association;
“tier 2 incorporated association” has the meaning given by section 47;
“tier 3 incorporated association” has the meaning given by section 48;
“trading association” means an association, society, institution or body
formed or carried on for the purpose of trading or securing
pecuniary profit to its members.
PART 2 – ADMINISTRATION
5. Commissioner may exempt etc.
(1) The Commissioner may, on the application of an incorporated
association, an officer of an incorporated association or a person authorised by an
incorporated association to make an application under this section –
(a) extend a limitation of time prescribed by or under this Act, whether
or not the prescribed period has expired; or
(b) exempt the association or an officer of the association from the
obligation to comply with a provision of this Act or the
Regulations.
(2) The Commissioner may grant the application on the conditions the
Commissioner considers appropriate.
(3) The Commissioner may, in writing, revoke or vary an extension or
exemption granted under subsection (1).
6. Secrecy
(1) This section applies to a person who is, or has at any time been –
(a) appointed for the purposes of this Act;
(b) engaged as a member of the staff of the Commissioner;
(c) authorised to perform a function or exercise a power of the
Commissioner on behalf of the Commissioner; or
(d) an auditor of an incorporated association.

Associations Act
8

(2) The person must not –
(a) except to the extent necessary to perform his or her official duties,
or to perform a function or exercise a power, directly or indirectly
make a record of, or divulge or communicate to a person,
information that is or was acquired by him or her by reason of his
or her being or having been so appointed, engaged or authorised, or
being or having been the association’s auditor; or
(b) make use of information that is or was acquired by him or her by
reason of his or her being or having been so appointed, engaged or
authorised, or being or having been the association’s auditor, for
purposes other than the performance of his or her official duties or
the performance of a function or exercise of a power.
Penalty: 400 penalty units or imprisonment for 2 years.
(3) Subsection (2) does not prevent a person from –
(a) producing a document to a court in the course of criminal
proceedings or proceedings under this or another Act;
(b) divulging or communicating to a court in the course of proceedings
referred to in paragraph (a) a matter or thing coming to his or her
notice in the performance of his or her official duties or in the
performance of a function or the exercise of a power referred to in
that subsection;
(c) producing a document or divulging or communicating information
to –
(i) the Minister;
(ii) the Treasurer;
(iii) the Minister administering the Local Government Act;
(iv) the Commissioner of Police;
(v) the Commissioner of Taxes;
(vi) the Northern Territory Licensing Commission established
by section 4 of the Northern Territory Licensing
Commission Act;
(vii) the Racing Commission established by section 6 of the
Racing and Betting Act;
(viii) the Office of Indigenous Policy Coordination; or

Associations Act
9

(ix) an auditor or former auditor of an incorporated association;
(d) producing a document or divulging or communicating information
to a person to whom, in the opinion of the Commissioner, it is in
the public interest that the document be produced or the
information be divulged or communicated; or
(e) producing a document or divulging or communicating information
that is required or permitted by an Act to be produced, divulged or
communicated.
7. Protection from liability
(1) This section applies to a person who is or has been the
Commissioner or a person administering or enforcing this Act.
(2) The person is not civilly or criminally liable for an act done or
omitted to be done by the person in good faith in the exercise or purported
exercise of a power, or the performance or purported performance of a function,
under this Act.
(3) Subsection (2) does not affect any liability the Territory would,
apart from that subsection, have for the act or omission.
PART 3 – INCORPORATION
Division 1 – Incorporation process
8. Application for incorporation of association
(1) Application for the incorporation of an association may be made to
the Commissioner.
(2) The application must be –
(a) in the approved form; and
(b) made by a person who is –
(i) a resident of the Territory; and
(ii) authorised by the committee of the association to apply for
the incorporation of the association.
(3) The application must state –
(a) the name of the association;
(b) the objects and purposes of the association;

Associations Act
10

(c) the place or places where the association was formed and is carried
on;
(d) the names and addresses of the persons who make up the
committee of the association; and
(e) in the case of a trading association – the ethnic community to which
the members of the association belong and how the persons came
to have management of the committee.
(4) The application must –
(a) state if the association’s proposed constitution is the model
constitution prescribed by regulation for the association; and
(b) if the association’s proposed constitution is not the model
constitution prescribed by regulation for the association – be
accompanied by the proposed constitution of the association and a
statutory declaration made by the applicant declaring the
constitution complies with section 21.
(5) The application must be accompanied by a statutory declaration
made by the applicant declaring –
(a) the applicant is authorised by the committee of the association to
apply for the incorporation of the association; and
(b) the particulars contained in the application are true.
(6) A company incorporated under the Corporations Act 2001 is not
entitled to make an application under this section.
9. Certificate of incorporation
(1) If the Commissioner receives an application under section 8, the
Commissioner may, if the Commissioner considers it appropriate, issue to the
association a certificate of incorporation.
(2) If the association is a trading association, the certificate of
incorporation must state that fact.
(3) The Commissioner must refuse to issue a certificate of
incorporation –
(a) to an association if its name is a prescribed unauthorised name
unless the Minister consents to its incorporation under that name;
and

Associations Act
11

(b) in the case of a trading association if –
(i) the ethnic community specified in the application is not a
prescribed ethnic community; or
(ii) satisfied the constitution of the association is unreasonable
or unfair.
(4) The Commissioner may refuse to issue a certificate of
incorporation on another ground the Commissioner considers appropriate.
10. Commissioner to notify refusal to incorporate association
(1) If the Commissioner refuses to issue a certificate of incorporation
to an association, the Commissioner must –
(a) give written notice to the applicant of the refusal and the reasons
for it;
(b) include in the notice an invitation to the committee of the
association to make changes to –
(i) the application for incorporation; or
(ii) the constitution of the association;
(c) include in the notice an invitation to the applicant to advise the
Commissioner, within the time specified in the notice, of a change
made in pursuance of the invitation under paragraph (b); and
(d) include in the notice an invitation to the applicant to provide to the
Commissioner, within the time specified in the notice, particulars
of the changes accompanied by a statutory declaration made by the
applicant for incorporation declaring that –
(i) the committee has made the changes identified in the
declaration; and
(ii) the applicant is authorised by the committee to provide the
Commissioner with those changes.
(2) If the Commissioner receives the documents referred to in
subsection (1)(d), the Commissioner must, under section 9, issue or refuse to
issue to the association a certificate of incorporation.

Associations Act
12

Division 2 – Effect of incorporation
11. Incorporation of association
On the issue of a certificate of incorporation to an association under
section 9, the association –
(a) becomes a body corporate with perpetual succession and a common
seal;
(b) may acquire and, subject to section 110, may hold and dispose of,
real and personal property; and
(c) is capable of suing and being sued in its name.
12. Vesting of property in incorporated association
(1) If an association is incorporated under this Act, property held by a
person (whether in trust or otherwise) for or on behalf of the association vests in
the association, subject to any trust, covenant, contract or liability affecting the
property.
(2) A person who holds property (whether in trust or otherwise) for or
on behalf of an incorporated association must, as soon as practicable after the
association is incorporated under this Act, take all action required to deliver or
transfer the property to the association subject to –
(a) any trust (other than a trust for the members of the association)
affecting the property; or
(b) any covenant, contract or liability affecting the property.
13. Power to borrow money and give securities
An incorporated association may, subject to its constitution and to this
Act –
(a) raise or borrow money on the terms and in the manner it considers
appropriate; and
(b) subject to section 110, secure the repayment of money raised or
borrowed, or the payment of a debt or liability of the association,
by giving mortgages, charges or securities on or over part or all of
the real or personal property of the association.

Associations Act
13

14. Liability of members
A member of an incorporated association is not liable, except as provided
in the constitution of the association, to contribute towards the payment of the
debts or liabilities of the association.
Division 3 – Name and common seal of incorporated association
15. Name
(1) The name of an incorporated association is the name of the
association followed by the word “Incorporated”.
(2) A description of an incorporated association is not inadequate or
incorrect by reason only that the abbreviation “Inc.” is used instead of
“Incorporated”.
16. Name to appear on documents
An incorporated association must cause each notice, advertisement, bill of
exchange, promissory note, endorsement, order, way-bill, invoice, receipt or other
document given, published, drawn, endorsed or issued by it to contain the name
of the association in legible characters.
Penalty: 20 penalty units.
17. Change of name
(1) If the Commissioner is satisfied the members of an incorporated
association have, in accordance with its constitution, resolved to change the
association’s name, the Commissioner may, on the application of the public
officer of the association, issue to the association a certificate of incorporation in
the new name and that certificate of incorporation has effect, from the date of
issue, as the certificate of incorporation of the association.
(2) The Commissioner must refuse to issue a certificate of
incorporation to an incorporated association under subsection (1) if its proposed
new name is a prescribed unauthorised name.
(3) If the name of an incorporated association is (whether through
inadvertence or otherwise or whether originally or by change of name) a
prescribed unauthorised name, the Commissioner may, by written notice, direct
the association to change its name.
(4) An incorporated association to which a notice under subsection (3)
is given that does not change its name as directed by the notice within the time
specified in the notice is guilty of an offence.

Associations Act
14

(5) An offence under subsection (4) –
(a) is taken to continue until the name of the association is changed in
accordance with the direction; and
(b) is punishable by a fine not exceeding 20 penalty units for each day
during which the offence continues.
18. Commissioner to notify association of refusal to issue new certificate
If the Commissioner refuses to issue a new certificate of incorporation to
an incorporated association under section 17, the Commissioner must give written
notice to the association of the refusal and the reasons for it.
19. Change of name does not affect existing rights and obligations
The issue of a certificate of incorporation under section 17 to an
incorporated association in a new name does not affect –
(a) a right, liability or obligation of the association or of another
person; or
(b) any legal proceedings,
existing or pending immediately before the certificate was issued.
20. Common seal
(1) The common seal of an incorporated association is of no effect
unless the name of the association is inscribed on the seal in legible characters.
(2) A court, judge or person acting judicially must take judicial notice
of the seal of an incorporated association affixed to a document and must presume
that it was duly affixed.
Division 4 – Constitution and trusts
21. Constitution
(1) The constitution of an incorporated association must provide for the
following:
(a) the qualifications of members of the association;
(b) the creation of the executive offices of the association and the
procedure for filling those offices;
(c) the procedure for the settling of disputes between the association
and its members;

Associations Act
15

(d) the constitution of the committee of the association and the powers
of that committee;
(e) the procedure for the conduct of meetings of the committee of the
association;
(f) the manner in which the funds of the association are to be
managed;
(g) the method of altering, adding to or rescinding the constitution of
the association;
(h) the method of altering the objects or purposes of the association;
(i) in the case of an incorporated trading association –
(i) the rights of members of the association to share in its
profits; and
(ii) the rights of persons who were members of the association
at the time of winding up to share in the distribution of
surplus assets, if any, resulting from the winding up.
(2) The constitution of an incorporated association may make
provision, not contrary to law, in relation to a matter not referred to in
subsection (1).
(3) The constitution of an incorporated association may be based on
the customs and traditions of the ethnic community to which the members of the
association belong.
22. Filing of trusts
(1) An incorporated association must, within 3 months after its
incorporation under this Act, file with the Commissioner particulars of, and a
copy of any instruments evidencing, each trust relating to the association on the
day on which the association is incorporated.
Penalty: 20 penalty units.
(2) If, after the incorporation of an association under this Act, a trust
relating to the association is created, the association must, within one month after
the trust’s creation, file with the Commissioner particulars of, and a copy of all
instruments evidencing, the trust.
Penalty: 20 penalty units.
(3) A copy of an instrument filed under subsection (1) or (2) must be
accompanied by a statutory declaration made by the public officer of the

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16

association declaring that the copy is a true copy of the instrument of which it
purports to be a copy.
23. Alteration of constitution etc.
(1) The public officer of an incorporated association must, within
one month after an alteration of any of the following, file the documents specified
in subsection (2) with the Commissioner:
(a) the objects or purposes of the association;
(b) the constitution of the association;
(c) a trust relating to the association.
Penalty: 20 penalty units.
(2) For subsection (1), the documents are –
(a) notice of the alteration;
(b) a copy of each instrument evidencing the alteration; and
(c) a statutory declaration made by the public officer declaring –
(i) that the copy is a true copy of the instrument of which it
purports to be a copy; and
(ii) in the case of an alteration of the objects, purposes or
constitution of the association – that the alteration is
authorised, and was made in the manner provided, by the
constitution of the association.
(3) Subsection (4) applies if –
(a) under the constitution of an incorporated association, the members
of the association are liable to contribute towards the payment of
the debts and liabilities of the association or the costs, charges and
expenses of a winding up of the association; and
(b) an alteration of the constitution of the association affects that
liability.
(4) The public officer of the association must, within one month after
the alteration, give notice of that alteration in –
(a) a newspaper circulating in the part of the Territory where the
association carries on its activities; and

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17

(b) any other publication circulating in that part of the Territory that the
Commissioner considers appropriate.
Penalty: 20 penalty units.
(5) An alteration of the objects or purposes of an incorporated
association is of no effect until the alteration is approved by the Commissioner.
(6) Also, an alteration of the objects, purposes or constitution of an
incorporated association, or an alteration of a trust relating to an incorporated
association, is of no effect until the following documents are filed with the
Commissioner:
(a) the notice of the alteration;
(b) the copy of each instrument evidencing the alteration;
(c) the statutory declaration;
(d) if notice of the alteration is required to be published in accordance
with subsection (4) – a copy of the notice.
(7) The Commissioner may, by written notice given to an incorporated
association, require the association to file a consolidated copy of its constitution
with the Commissioner within the time specified in the notice.
(8) In this section, a reference to an alteration of objects, purposes or
constitution or a trust includes a reference to an addition to, or the revocation or
rescission (whether in whole or part) of, those objects, purposes or constitution or
that trust.
24. Commissioner to notify incorporated association of refusal
If the Commissioner refuses to approve an alteration of the objects or
purposes of an incorporated association under section 23(5), the Commissioner
must give written notice to the association of the refusal and the reasons for it.
25. Alteration of object etc. does not affect existing rights and obligations
An alteration of the objects, purposes or constitution of an incorporated
association, or of a trust relating to an incorporated association, does not affect –
(a) any right, liability or obligation of the association or another
person; or
(b) any legal proceedings,
existing or pending immediately before the alteration took effect.

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Division 5 – Miscellaneous provision
26. Minimum number of members of association
An incorporated association must not have less than 5 members.
PART 4 – MANAGEMENT OF INTERNAL AFFAIRS
Division 1 – Officers and committee
27. Public officer
(1) On the issue of a certificate of incorporation to an association under
section 9, the applicant is the public officer of the association.
(2) The public officer of an incorporated association must be a person
who is resident in the Territory.
(3) The public officer of an incorporated association may, subject to
the constitution of the association, hold any other office in the association.
(4) The office of public officer of an incorporated association becomes
vacant if the person holding the office –
(a) dies;
(b) becomes bankrupt, applies to take the benefit of a law for the relief
of bankrupt or insolvent debtors or compounds with his or her
creditors;
(c) becomes of unsound mind;
(d) resigns office by signed notice to the committee of the association;
(e) is removed by resolution of the members of the association passed
in accordance with its constitution; or
(f) ceases to be resident in the Territory.
(5) In addition, if, under the constitution of an incorporated association,
the public officer of the association is required to be an employee of the
association or to hold another office specified in the constitution, the office of
public officer of the association becomes vacant if the public officer ceases to
satisfy the requirement.
(6) If the office of public officer of an incorporated association
becomes vacant, the committee of the association must, within 14 days after the
vacancy arises, appoint a person to be the public officer.

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(7) If the committee of an incorporated association fails to comply with
subsection (6), each member of the committee is guilty of an offence punishable,
on being found guilty, by a fine not exceeding 20 penalty units.
28. Notification of appointment and change of address of public officer
(1) The public officer of an incorporated association must, within
14 days after appointment, give written notice to the Commissioner of the
officer’s appointment and the officer’s full name and address.
Penalty: 20 penalty units.
(2) Subsection (1) does not apply to the public officer on the
incorporation of the association.
(3) If the public officer of an incorporated association changes address,
the officer must, within 14 days after the change, give written notice to the
Commissioner of the change.
Penalty: 20 penalty units.
29. Management committee
(1) A person is not precluded from being appointed as a member of the
committee of an incorporated association because the person is a member of a
class of persons for whose benefit the association is established.
(2) Subject to the constitution of an incorporated association, an
employee of the association is not precluded by reason of that employment from
being appointed as a member of the committee of the association.
30. Certain persons not to be members of committee etc.
(1) A person who is an insolvent under administration or a disqualified
person must not, without leave of the Commissioner, be an officer of an
incorporated association.
Penalty: 200 penalty units.
(2) A person who has been convicted within or outside the Territory –
(a) on an indictment of an offence in connection with the promotion,
formation or management of a body corporate;
(b) of an offence involving fraud or dishonesty punishable on
conviction by imprisonment for not less than 3 months;
(c) of an indictable offence;
(d) of an offence against this Act; or

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20

(e) a prescribed offence,
must not, within 5 years after the conviction or, if the person was sentenced to
imprisonment in relation to the offence, within 5 years after release from prison,
without leave of the Commissioner, be an officer of an incorporated association.
Penalty: 200 penalty units.
(3) Subsection (2) applies even if the conviction or release from prison
occurred before the commencement of this Act.
(4) When granting leave under this section, the Commissioner may
impose the conditions the Commissioner considers appropriate.
(5) The Commissioner may revoke leave granted under this section.
(6) In this section –
“insolvent under administration” means a person who –
(a) under the Bankruptcy Act 1966 of the Commonwealth, is a
bankrupt in relation to a bankruptcy from which the person
is not discharged; or
(b) under the law of a country other than Australia, has the
status of an undischarged bankrupt,
and includes –
(c) a person who has executed a personal insolvency agreement
under Part X of the Bankruptcy Act 1966 of the
Commonwealth or the corresponding provisions of the law
of another country, in either case if the terms of the deed
have not been fully complied with; and
(d) a person whose creditors have accepted a composition under
Part X of the Bankruptcy Act 1966 of the Commonwealth or
the corresponding provisions of the law of a another
country, in either case if a final payment has not been made
under that composition.
31. Disclosure of interest
(1) A member of the committee of an incorporated association who has
a direct or indirect pecuniary interest in a contract, or proposed contract, with the
association –
(a) must, as soon as the member becomes aware of the interest,
disclose the nature and extent of the interest to the committee; and

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21

(b) must disclose the nature and extent of the interest at the next annual
general meeting of the association required to be held by the
association.
Penalty: 200 penalty units.
(2) Subsection (1) does not apply in relation to a pecuniary interest that
exists only because –
(a) the member of the committee is an employee of the association;
(b) the member of the committee is a member of a class of persons for
whose benefit the association is established; or
(c) the member of the committee has the pecuniary interest in common
with all or a substantial proportion of the members of the
association.
(3) If 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 or her interest is not required under this section to be
disclosed –
(a) the contract is not liable to be avoided by the association on a
ground arising from the fiduciary relationship between the member
and the association; and
(b) the member is not liable to account for profits derived from the
contract.
32. Voting on contract in which committee member has interest
(1) A member of the committee of an incorporated association who has
a direct or indirect pecuniary interest in a contract, or proposed contract, with the
association must not take part in a decision of the committee with respect to that
contract but may, subject to this Division, take part in deliberations with respect
to the contract.
Penalty: 200 penalty units.
(2) Subsection (1) does not apply in relation to a pecuniary interest –
(a) that exists only because the member of the committee is a member
of a class of persons for whose benefit the association is
established; or
(b) that the member of the committee has in common with all or a
substantial proportion of the members of the association.

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33. Duties of officers etc.
(1) An officer of an incorporated association must not, in the exercise
of his or her powers or the discharge of the duties of his or her office, commit an
act with intent to deceive or defraud the association, members or creditors of the
association or creditors of another person or for any fraudulent purpose.
Penalty: 200 penalty units or imprisonment for 12 months.
(2) An officer or employee of an incorporated association, or former
officer or employee of an incorporated association, must not make improper use
of information acquired by virtue of his or her position in the association so as to
gain, directly or indirectly, a pecuniary benefit or material advantage for himself
or herself or another person or so as to cause a detriment to the association.
Penalty: 200 penalty units or imprisonment for 12 months.
(3) An officer or employee of an incorporated association must not
make improper use of his or her position as an officer or employee of the
association so as to gain, directly or indirectly, a pecuniary benefit or material
advantage for himself or herself or another person or so as to cause a detriment to
the association.
Penalty: 200 penalty units or imprisonment for 12 months.
(4) A person who contravenes a provision of this section is liable to the
association for all profit made by him or her and for all damage suffered by the
association as a result of the contravention.
Division 2 – Meetings etc.
34. Register of members
(1) An incorporated association must establish and maintain a register
of its members and enter in the register –
(a) the date on which each member of the association became a
member;
(b) if a person ceases to be a member of the association – the date of
ceasing to be a member; and
(c) the prescribed particulars, if any.
Penalty: 20 penalty units.

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(2) An incorporated association must make the register of members
available for inspection by members at reasonable times, or at the times specified
in the constitution of the association, at –
(a) the address of the public officer of the association;
(b) the place, if any, at which the association is situated or located; or
(c) another place in the Territory nominated by the committee.
Penalty: 20 penalty units.
35. First annual general meeting
An incorporated association must hold its first annual general meeting
within 18 months after its incorporation.
36. Annual general meetings
An incorporated association must, in addition to any other meeting it
holds, hold an annual general meeting, once in each calendar year, within
5 months after the end of the association’s last financial year.
37. Special resolutions
A resolution of an incorporated association must be taken to be a special
resolution if –
(a) it is passed at a general meeting of the association, being a meeting
of which at least 21 days notice, accompanied by notice of intention
to propose the resolution as a special resolution, has been given to
the members of the association; and
(b) it is passed by at least three-quarters of the votes of those members
of the association who, being entitled to vote, vote in person or, if
the constitution of the association permit voting by proxy, vote by
proxy at the meeting.
38. Minutes
(1) An incorporated association must –
(a) ensure minutes of all proceedings of general meetings and of
meetings of the committee are entered in books kept for that
purpose; and
(b) ensure the minutes are –
(i) confirmed by the members of the association present at a
subsequent meeting; and

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24

(ii) signed by a member who presided at the meeting at which
the proceeding took place or by the member presiding at the
meeting at which the minutes are confirmed.
Penalty: 100 penalty units.
(2) A minute that is entered, confirmed and signed in accordance with
subsection (1) is, in the absence of proof to the contrary, to be accepted as proof
of the proceedings to which the minute relates.
(3) If minutes have been entered, confirmed and signed in accordance
with subsection (1), in the absence of proof to the contrary, it is taken that –
(a) the meeting to which the minutes relate was held;
(b) the proceedings that are recorded in the minutes as having occurred
during the meeting occurred; and
(c) all appointments of officers or auditors that are recorded in the
minutes as having been made at the meeting were validly made.
(4) The books containing the minutes of proceedings of a general
meeting or of a meeting of the committee of an incorporated association must be
kept –
(a) by the association at the place at which the association is situated or
established; or
(b) in the custody of an officer of the association in accordance with its
constitution or a resolution of the committee of the association.
(5) The books containing the minutes of proceedings of general
meetings of an incorporated association must be made available for inspection by
a member without charge.
(6) The books containing the minutes of proceedings of committee
meetings of an incorporated association must be made available for inspection by
an officer without charge.
(7) If subsection (4), (5) or (6) is not complied with, the association
and each officer of the association who failed to comply with the subsection are
guilty of an offence.
Penalty: 100 penalty units.
39. Natural justice applies in adjudication of disputes
If the committee of an incorporated association exercises a power of
adjudication that it has in relation to a dispute between members of the

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25

association, or a dispute between itself and members of the association, the rules
of natural justice must be observed.
Division 3 – Miscellaneous
40. Disqualified person
(1) The Commissioner must, in writing, declare a person to be
disqualified from being an officer of an incorporated association if the
Commissioner of Police states in a certificate given to the Commissioner that the
person –
(a) is unfit to be an officer of an incorporated association;
(b) has in any way (whether directly or indirectly) been concerned in or
taken part in the management of at least 2 bodies corporate
(whether or not incorporated associations) that have ceased to exist
because of financial mismanagement; or
(c) is an associate of a disqualified person.
(2) The Commissioner of Police may give the certificate only on the
basis of a criminal intelligence report or other criminal information held by the
Commissioner of Police.
(3) The Commissioner must give the person written notice of the
declaration.
(4) The notice must –
(a) state the following:
(i) in general terms, the effect of the declaration;
(ii) the person may, within 21 days after the date of the notice,
appeal to the Local Court against the decision;
(iii) how to appeal; and
(b) be accompanied by a copy of the certificate.
(5) The declaration is in force for 5 years from the date it is made.
(5A) The Commissioner’s power of delegation under section 14(4) of the
Police Administration Act does not apply to a power or function under this
section.

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26

(6) In this section –
“associate”, of a disqualified person, means the spouse, de facto partner,
business partner or business associate of the person.
PART 5 – ACCOUNTS AND AUDIT
Division 1 – Accounts
41. Accounting records
An incorporated association must –
(a) keep accounting records that correctly record and explain the
transactions (including any transactions as trustee) and the financial
position of the association;
(b) keep its accounting records in such a way that –
(i) true and fair accounts of the association can be prepared
from time to time; and
(ii) a statement of the accounts of the association can
conveniently and properly be audited in accordance with
this Part; and
(c) retain its accounting records for at least 7 years after the
transactions to which they relate were completed.
Penalty: 100 penalty units.
42. Annual statement of accounts
(1) The committee of an incorporated association must ensure a
statement of the association’s accounts are prepared –
(a) before the end of the period within which an annual general
meeting of the association is required to be held under section 35
or 36; or
(b) if the association is exempt under section 5 from the requirement to
hold an annual general meeting –
(i) as soon as practicable after 30 June; or
(ii) if under the constitution of the association the financial year
of the association ends on another date – as soon as
practicable after that date.

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(2) The statement of accounts must not be misleading and must give a
true and fair account of –
(a) the income and expenditure of the association during the last
financial year of the association;
(b) the assets and liabilities of the association at the end of that
financial year;
(c) mortgages, charges or other securities of any description affecting
property of the association at the end of that financial year;
(d) in relation to each trust of which the association was the trustee for
any period during that financial year –
(i) the income and expenditure of the trust during that period;
(ii) the assets and liabilities of the trust at the end of that period;
and
(iii) all mortgages, charges or other securities of any description
affecting the property of the trust during that period; and
(e) any prescribed matters.
Penalty: 100 penalty units.
43. Presentation of statement at AGM
(1) At each annual general meeting of an incorporated association, the
committee must present the following documents for the consideration of the
meeting:
(a) the audited statement of the association’s accounts in relation to the
last financial year of the association;
(b) a copy of the auditor’s report to the association in relation to the
association’s accounts for that financial year;
(c) a report signed by 2 members of the committee stating –
(i) the name of each member of the committee of the
association during the last financial year of the association
and, if different, at the date of the report;
(ii) the principal activities of the association during the last
financial year and any significant change in the nature of
those activities that occurred during that financial year; and

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28

(iii) the net profit or loss of the association for the last financial
year.
Penalty: 100 penalty units.
(2) The committee of an incorporated association must ensure the
prescribed number of copies of the documents referred to in subsection (1)(a)
and (b) are available for perusal by members of the association immediately
before and during the annual general meeting.
Penalty: 100 penalty units.
44. Inspection of audited accounts by members
The committee of an incorporated association must take reasonable steps
to ensure that, at least 14 days before it is required to be presented at the annual
general meeting of the association under section 43 –
(a) the audited statement of accounts of the association is available for
inspection by members; and
(b) in the case of a tier 3 association – members are informed of the
availability by notice –
(i) published in a newspaper circulating in the part of the
Territory where the association carries on its activities;
(ii) published in any other publication circulating in the part of
the Territory the Commissioner considers appropriate;
(iii) sent to each member; or
(iv) in any other manner approved by the Commissioner.
Penalty: 100 penalty units.
45. Filing of audited accounts with Commissioner
(1) An incorporated association must file a copy of each of the
documents referred to in section 43(1) with the Commissioner –
(a) within 28 days after the documents have been presented at the
annual general meeting; or
(b) if the association is exempt under section 5 from the requirement to
hold an annual general meeting – within 28 days after the
documents are prepared.
Penalty: 100 penalty units.

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(2) If an incorporated association contravenes subsection (1), the
public officer commits the same offence.
Division 2 – Audits
46. Audits of tier 1 incorporated association
(1) A tier 1 incorporated association must ensure its accounts are
audited by a person who –
(a) is not a member of the association;
(b) is not a partner, employer or employee of a member of the
association; or
(c) is not a partner of an employee of a member of the association.
Penalty: 100 penalty units.
(2) If an incorporated association contravenes subsection (1), each
member of the committee of the association commits the same offence.
47. Audits of tier 2 incorporated association
(1) This section applies to an incorporated association (a “tier 2
incorporated association”) that is not a tier 3 incorporated association and the
association –
(a) has gross receipts, at the end of a financial year of the association,
exceeding the prescribed amount for the year;
(b) has gross assets, at the end of a financial year of the association,
exceeding the prescribed amount;
(c) holds a licence under the Gaming Machine Act; or
(d) is a prescribed incorporated association or a member of a class of
prescribed incorporated associations.
(2) The association must ensure its accounts are audited by –
(a) a person who is a member of an accountants body;
(b) a person who holds qualifications in a prescribed class of
qualifications; or
(c) a person who is, or is a member of a class of persons, approved by
the Commissioner.
Penalty: 100 penalty units.

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(3) If an incorporated association contravenes subsection (2), each
member of the committee of the association commits the same offence.
48. Audits of tier 3 incorporated association
(1) This section applies to an incorporated association (a “tier 3
incorporated association”) that –
(a) is an incorporated trading association;
(b) has gross receipts, at the end of a financial year of the association,
exceeding the prescribed amount;
(c) has gross assets, at the end of a financial year of the association,
exceeding the prescribed amount; or
(d) is an incorporated association for which a declaration under
section 101 has been made.
(2) The association must ensure its accounts are audited by –
(a) for an incorporated association described in subsection (1)(a), (b)
or (c) – a person who holds a public practice certificate issued by an
accountants body;
(b) for an incorporated association described in subsection (1)(a), (b)
or (c) – a person who is, or is a member of a class of persons,
approved by the Commissioner; or
(c) for an incorporated association described in subsection (1)(d) – a
person who is registered as an auditor under the Corporations
Act 2001.
Penalty: 100 penalty units.
(3) If an incorporated association contravenes subsection (2), each
member of the committee of the association commits the same offence.
(4) The auditor must report to the association on –
(a) the statement of accounts required to be laid before the association
at the annual general meeting;
(b) the association’s accounting records; and
(c) other records relating to the accounts or accounting records.

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(5) The auditor must state in the report –
(a) whether the accounts are in the auditor’s opinion properly drawn
up –
(i) so as to give a true and fair view of matters required by
section 42(2) to be dealt with in the accounts;
(ii) in accordance with this Act; and
(iii) in accordance with applicable Australian accounting
standards;
(b) if, in the auditor’s opinion, the accounts have not been drawn up in
accordance with the applicable accounting standards –
(i) whether, in the auditor’s opinion, the accounts would, if
drawn up in accordance with the applicable accounting
standards, have given a true and fair view of the matters
required by section 42(2) to be dealt with in the accounts;
(ii) if, in the auditor’s opinion, the accounts would not, if so
drawn up, have given a true and fair view of those matters –
the auditor’s reasons for being of that opinion; and
(iii) if subparagraph (ii) does not apply – particulars of the
quantified financial effect on the accounts of the failure to so
draw up the accounts;
(c) if, in the auditor’s opinion, there are reasonable grounds to believe
the association will be able to pay its debts when they fall due;
(d) the defects or irregularities in the accounts identified during the
audit;
(e) the matters that, because they are not set out in the accounts,
prevent a true and fair view of the accounts being obtained; and
(f) if the auditor is not so satisfied about a matter referred to in
paragraphs (a) to (c), the auditor’s reasons for not being so satisfied.
(6) The auditor must –
(a) form an opinion as to whether –
(i) the auditor has obtained all the information and explanations
the auditor required; and

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(ii) proper accounting records and other records have been kept
by the association as required by this Act; and
(b) state in the auditor’s report particulars of a deficiency, failure or
shortcoming in relation to a matter referred to in paragraph (a).
(7) The auditor’s report –
(a) must be attached to or endorsed on the accounts;
(b) must, if a member so requires, be read before the association at the
annual general meeting; and
(c) may be inspected by a member at any reasonable time.
(8) The auditor, or an agent of the auditor authorised by the auditor in
writing for the purpose, is entitled –
(a) to attend a general meeting of the association and to receive all
notices of and other communications relating to a general meeting
that a member is entitled to receive; and
(b) to be heard at a general meeting that the auditor attends on a part of
the business of the meeting that concerns the auditor in the capacity
of auditor and is entitled so to be heard even if the auditor retires at
that meeting or a resolution to remove the auditor from office is
passed at that meeting.
(9) If the auditor becomes aware that the committee has not complied
with section 43 relating to the presenting of accounts before the annual general
meeting of the association, the auditor must immediately –
(a) inform the Commissioner by written notice; and
(b) if accounts have been prepared and audited – send to the
Commissioner a copy of the accounts and the auditor’s report on the
accounts.
(10) Except in a case to which subsection (9) applies, if the auditor, in
the course of the performance of duties as auditor, is satisfied –
(a) there has been a contravention of this Act; and
(b) the circumstances are such that in the auditor’s opinion the matter
has not been or will not be adequately dealt with by comment in the
auditor’s report on the accounts or by bringing the matter to the
notice of the committee of the association,

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33

the auditor must as soon as practicable report the matter to the Commissioner by
written notice.
49. Auditor’s powers and duties
(1) An auditor of an incorporated association has a right of access at all
reasonable times to the accounting records and other records of the association
and is entitled to require from an officer of the association the information and
explanations the auditor requires for the purpose of auditing the association’s
accounts.
(2) If an auditor, in the course of the performance of duties as auditor
of an incorporated association, is satisfied there has been a failure to comply with
this Act or with a rule of the association, the auditor must note the matter in the
auditor’s report to the association in relation to the association’s accounts.
50. Auditor’s liability
An auditor of an incorporated association is not, in the absence of malice
on the auditor’s part, liable for defamation in relation to a statement that the
auditor makes, orally or in writing, in the course of the performance of duties as
auditor of the association.
51. Obstruction of auditor
(1) An officer of an incorporated association must not, without lawful
excuse –
(a) refuse or fail to allow an auditor of the association access, for the
purpose of auditing the accounts of the association, to accounting
or other records of the association in the officer’s custody or
control;
(b) refuse or fail to give the auditor, within a reasonable time,
information or an explanation required by the auditor that is within
the knowledge of the officer; or
(c) obstruct an auditor in the performance of duties or exercise of
powers as auditor of the association.
Penalty: 100 penalty units or imprisonment for 6 months.
(2) In this section –
“obstruct” includes hinder, resist and attempt to obstruct.

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52. Removal of auditors
(1) The auditor of a tier 2 incorporated association or tier 3
incorporated association may only be removed –
(a) by a resolution at an annual general meeting or special general
meeting of the association; or
(b) on the application of the auditor, with the approval of the
Commissioner.
(2) If an auditor is removed under subsection (1), the committee of the
association must, within 14 days after the removal, notify the Commissioner in
the approved form of the appointment of another auditor.
PART 6 – DISPOSAL OF PROPERTY
53. Application of Part 6
This Part does not apply to an incorporated trading association.
54. Transfer of property
(1) Subject to this section and section 110, an incorporated association
may, by resolution passed in accordance with its constitution, determine to
transfer all its real and personal property to –
(a) another body, whether incorporated or unincorporated, formed for
promoting objects similar to its own or charitable objects; or
(b) a municipal council or community government council for the area
in which the property is situated.
(2) The resolution is of no effect if the association does not, within
14 days after the passing of a resolution referred to in subsection (1) –
(a) file a copy of the resolution with the Commissioner; and
(b) give notice of its intention to transfer all its property in accordance
with the resolution published in –
(i) a newspaper circulating in the part of the Territory where the
association carries on its activities;
(ii) any other publication circulating in that part of the Territory
that the Commissioner considers appropriate; and
(iii) the Gazette.

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(3) A member of the association who did not vote in favour of the
resolution may, within 28 days after publication of the resolution under
subsection (2), apply to the Supreme Court for an order prohibiting the
association from transferring its property.
(4) A creditor of the association may, within 28 days after publication
of the resolution under subsection (2), apply to the Supreme Court for an order
prohibiting the association from transferring its property on the ground that the
creditor’s debt has not been paid.
(5) The Court may determine the matters in question as it considers
appropriate.
(6) The association must not transfer its property –
(a) until 28 days after the publication of the last notice given under
subsection (2)(b);
(b) if an application to the Court has been made under subsection (3),
unless the Court permits the transfer;
(c) after a letter has been sent to the association under section 65(1), or
a notice is issued under section 65(4), unless the Commissioner has,
in writing, informed the association that the Commissioner is
satisfied the association is carrying out its functions or is in
operation; or
(d) if Part 9 applies to the association, other than in accordance with
that Part,
but this subsection does not affect the title of a bona fide transferee under a
transfer of a kind to which this subsection applies.
(7) When the association has completed the transfer of all its property
under this section –
(a) the public officer of the association must immediately file notice of
its completion with the Commissioner; and
(b) after 3 months after the filing of the notice under paragraph (a), the
association is taken to be dissolved.
(8) This section, other than subsection (6), does not prevent an
association making gifts that do not constitute the whole or the greater part of its
property or the disposal of property under section 55.

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55. Power of incorporated association to sell trust property
(1) If property is held by an incorporated association on trust and the
trust has come either wholly or partly to an end, the public officer of the
association may, with the authority of its committee, apply to the Supreme Court
for an order authorising the disposal of the whole or a part of the property.
(2) At the hearing of the application the Court may, despite the deed or
other instrument creating the trust or the constitution of the association, make an
order –
(a) authorising the disposal of the whole or a part of the property; and
(b) directing the manner in which the proceeds from the disposal of the
property, or the part of the property, are to be disposed of or dealt
with.
PART 7 – TRANSFER OF INCORPORATION
56. Application for transfer
(1) An incorporated association may apply to become incorporated
under the Corporations Act 2001 or another Act.
(2) However, an incorporated association holding prescribed property
is not entitled to make an application under subsection (1) unless the
Commissioner gives written consent to the application.
57. Requirements before application can be made
(1) Before an application is made under section 56, the incorporated
association must by special resolution –
(a) approve the proposed application;
(b) determine under what name the association is to apply to be
incorporated; and
(c) adopt a constitution that may be necessary or considered desirable.
(2) The name applied for need not be the same as that of the
association and must not include the word “association” or any other word
importing a similar meaning.
58. Meaning of “transfer” and “new body”
The incorporation of an incorporated association as a body corporate as a
result of an application under this Part is referred to in this Part as its “transfer”
and the body corporate concerned is referred to in this Part as “the new body”.

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59. New body ceases to be incorporated association
On the transfer of an incorporated association under this Part, it ceases to
be an incorporated association.
60. Transfer not to impose greater liability etc.
(1) The constitution adopted for the transfer must not impose on the
members of the new body who were members of the incorporated association at
the date of transfer any greater or different liability to contribute to the assets of
the new body than the liability to which they were subject as members of the
association.
(2) The transfer must result in all persons who were members of the
association at the date of transfer becoming members of the new body.
61. Effect of new certificate of incorporation
A certificate of incorporation as the new body issued by the appropriate
officer under the law applicable to the new body is conclusive evidence that all
the requirements of this Part in relation to that incorporation have been complied
with.
62. New body is continuation of incorporated association
(1) When an incorporated association transfers to a new body, the body
corporate constituted by the new body must be considered to be the same entity as
the body corporate constituted by the incorporated association.
(2) Without limiting subsection (1), on the transfer –
(a) the assets of the incorporated association vest in the new body
without the need for any conveyance, transfer, assignment or
assurance;
(b) the rights and liabilities of the incorporated association become the
rights and liabilities of the new body;
(c) all proceedings by or against the incorporated association that are
pending immediately before the transfer are taken to be
proceedings pending by or against the new body;
(d) any act, matter or thing done or omitted to be done by or in relation
to the incorporated association before the transfer is (to the extent
to which that act, matter or thing has any force or effect) taken to
have been done or omitted by or in relation to the new body; and
(e) a reference in an instrument or in any document of any kind to the
incorporated association includes a reference to the new body.

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(3) The operation of this section must not be regarded –
(a) as a breach of contract or confidence or otherwise as a civil wrong;
(b) as a breach of any contractual provision prohibiting, restricting or
regulating the assignment or transfer of assets, rights or liabilities;
or
(c) as giving rise to any remedy by a party to an instrument, or as
causing or permitting the termination of any instrument, because of
a change in the beneficial or legal ownership of any asset, right or
liability.
(4) Despite the Stamp Duty Act, a document or instrument executed or
registered for or with respect to a transfer of any property to give effect to this
section is exempt from stamp duty.
(5) In this section –
“assets” means any legal or equitable estate or interest (whether present or
future and whether vested or contingent) in real or personal
property of any description (including money), and includes any
securities, choses in action and documents;
“instrument” means an instrument (other than this Act) that creates,
modifies or extinguishes rights or liabilities (or would do if lodged,
filed or registered in accordance with any law), and includes any
judgment, order and process of a court;
“liabilities” means liabilities, debts and obligations (whether present or
future and whether vested or contingent).
63. Commissioner may direct incorporated association to change its
incorporation
(1) The Commissioner may, by written notice given to an incorporated
association, other than an association for which a declaration under section 102
has been made, direct the association, within the reasonable time stated in the
notice, as follows:
(a) if –
(i) the association is an incorporated trading association – to
return the association’s certificate of incorporation for the
Commissioner to amend it to omit the statement referred to
in section 9(2); or
(ii) if subparagraph (i) does not apply – to return the
association’s certificate of incorporation for the

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39

Commissioner to amend it to include the statement referred
to in section 9(2);
(b) to apply for incorporation under the Corporations Act 2001 or
another Act.
(2) The Commissioner may give the direction only if satisfied it is
appropriate to do so having regard to the prescribed matters.
(3) The Commissioner must give written notice to the association –
(a) specifying the reasons for proposing to give the direction; and
(b) inviting the association to show cause, in writing and within a
specified period, why the direction should not be given.
(4) Before giving the direction, the Commissioner must consider any
representations properly made by the association.
(5) The association must comply with the direction within the time
specified in it.
(6) The amendment of the association’s certificate of incorporation
under a direction under subsection (1)(a) takes effect on the date the amendment
is made and this Act applies to the association accordingly.
PART 8 – DISSOLUTION OF CERTAIN ASSOCIATIONS
64. Application of Part 8
This Part does not apply to an incorporated trading association.
65. Dissolution
(1) If the Commissioner has reasonable cause to believe that an
incorporated association is not carrying out its objects or is not in operation, the
Commissioner may send by post to the public officer of the association or, if there
is no public officer, to a person who is apparently a member of the committee of
the association, a letter to the effect that –
(a) the Commissioner is of the opinion that the association is not
carrying out its objects or is not in operation; and
(b) if an answer showing cause to the contrary is not received by the
Commissioner within one month after the date of the letter, a notice
will be published in the Gazette under subsection (4) for dissolving
the association.

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(2) The public officer of an incorporated association may apply to the
Commissioner for dissolution of the association under this section.
(3) The application must –
(a) be in the approved form; and
(b) be accompanied by a statutory declaration specifying that the
public officer has reasonable cause to believe the association is not
carrying out its objects or is not in operation.
(4) If the Commissioner –
(a) has not received, within one month after the date of the letter sent
under subsection (1), an answer showing cause to the contrary; or
(b) has received an application under subsection (2),
the Commissioner may –
(c) publish in the Gazette; and
(d) send to the public officer of the association or, if there is no public
officer, to a person who is apparently a member of the committee
of the incorporated association,
a notice stating that, after 3 months after the date of that notice, the association
will, unless cause is shown to the contrary, be dissolved.
(5) After 3 months from the date of the notice under subsection (4), the
Commissioner may, unless cause to the contrary is previously shown, publish in
the Gazette a notice that the association is dissolved.
(6) If a notice is published under subsection (5) –
(a) the association is dissolved; and
(b) the liability, if any, of each officer and member of the association
continues and may be enforced as if it had not been dissolved.
(7) If the Commissioner is satisfied the dissolution of an incorporated
association was the result of an error on his or her part, the Commissioner must,
by notice in the Gazette, reinstate the association and the association is taken to
have continued in existence as if it had not been dissolved.

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66. Commissioner may act administratively for dissolved incorporated
association
(1) If, after an incorporated association has been dissolved under
section 65, it is proved to the satisfaction of the Commissioner –
(a) that the association, if it still existed, would be legally or equitably
bound to carry out, complete or give effect to some dealing,
transaction or matter; and
(b) that, in order to carry out, complete or give effect to the dealing,
transaction or matter, a purely administrative act (other than of a
discretionary kind) should have been done by or on behalf of the
association or, if it still existed, should be done by or on its behalf,
the Commissioner may do the act or cause the act to be done.
(2) The Commissioner may execute or sign a relevant instrument or
document and, if the Commissioner does so, the Commissioner must add a
memorandum stating that it has been done under this section.
(3) An execution or signature by the Commissioner under subsection
(2) has the same force, validity and effect as if the association, if it still existed,
had duly executed the instrument or document.
67. Property of dissolved incorporated association vests in Commissioner
(1) If, after an incorporated association has been dissolved under
section 65, there remains outstanding property –
(a) that was vested in the association;
(b) to which the association was entitled; or
(c) over which the association had a power of disposal at the time it
was dissolved,
but which was not got in, realised or otherwise disposed of or dealt with by the
association, the property is, for sections 68, 69 and 70, and despite any other law
of the Territory, vested in the Commissioner for all the legal and equitable estate
and interest of the association at the date it was dissolved, together with all
claims, rights and remedies that it then had in relation to the estate or interest.
(2) In this section –
“property” includes both real and personal property, including things in
action, whether the property is within or outside the Territory.

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68. Commissioner may sell vested property
(1) If the Commissioner is satisfied an estate or interest in property of
any description (whether held solely or together with another person) of a
beneficial nature and not merely held in trust, is vested in him or her under
section 67 or a corresponding previous law of the Territory, the Commissioner
may sell or otherwise dispose of or deal with the estate or interest or all or part of
it as the Commissioner considers appropriate.
(2) The Commissioner may sell or otherwise dispose of or deal with
the property either solely or in concurrence with another person by public auction,
public tender or private contract.
(3) The Commissioner may –
(a) sell or otherwise dispose of or deal with the property in the manner,
for the consideration and on the terms and conditions the
Commissioner considers appropriate;
(b) rescind a contract and resell or otherwise dispose of or deal with the
property as the Commissioner considers appropriate; and
(c) for paragraphs (a) and (b), make, execute, sign and give a contract,
instrument or document, as the Commissioner considers
appropriate.
(4) The Commissioner must be remunerated by the prescribed
commission, which may be prescribed as a percentage or otherwise, in relation to
the exercise of the powers conferred by subsection (1).
(5) The Commissioner must –
(a) pay the costs and expenses of and incidental to the exercise of a
power under this section; and
(b) make payments authorised by this section,
out of money received by the Commissioner in the exercise of a power under this
section and must pay the remainder of the money (if any) to the Treasurer.
(6) The Treasurer must pay all money paid to him or her under this
section into the Northern Territory Government Account.
(7) A person claiming to be entitled to an amount paid to the Treasurer
under this section may apply to the Supreme Court for an order for payment to
him or her of that amount and the Court, if satisfied the person is entitled to the
amount, must make an order for payment accordingly.

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(8) If –
(a) an order is made under subsection (7) for payment of money to a
person; or
(b) the Treasurer is otherwise satisfied a person is entitled to money
paid to the Treasurer under this section,
the Treasurer must pay the money to the person.
(9) This section does not deprive a person of another right or remedy to
which the person is entitled against another person.
69. Property vested in Commissioner subject to all charges etc.
(1) Property vested in the Commissioner under section 67 or a
corresponding previous law of the Territory is liable and subject to all charges,
claims and liabilities imposed on or affecting the property by reason of a law as to
rates, taxes, charges or another matter or thing, to which the property would have
been liable or subject had the property continued in the possession, ownership or
occupation of the incorporated association.
(2) Subsection (1) does not impose on the Commissioner a duty,
obligation or liability to do, or to permit to be done, an act or thing required by a
law referred to in subsection (1) to be done or permitted by the owner or occupier
of the property to be done, other than the satisfaction or payment of a charge,
claim or liability out of the assets of the incorporated association so far as they
are, in the opinion of the Commissioner, properly available for and applicable to
such payment.
70. Commissioner to keep records etc.
The Commissioner must –
(a) record a statement of property under his or her control or to his or
her knowledge vested in him or her by operation of section 67 and
of his or her dealings with it;
(b) keep accounts of all money arising from property referred to in
paragraph (a) and of how the money has been disposed of; and
(c) keep all accounts, vouchers, receipts and papers relating to property
referred to in paragraph (a) and money arising from the property.
71. Court may declare dissolution of association void
(1) If an incorporated association has been dissolved under section 65,
the Supreme Court may, on the application of a person who appears to the Court
to be interested, make an order declaring the dissolution void.

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(2) The Court may make the declaration only if –
(a) the application is made within 5 years after the dissolution; and
(b) the Court is satisfied the association was, at the time of the
dissolution, carrying out its objects or in operation.
(3) The order may contain any direction the Court considers
appropriate for placing the association and all other persons as far as possible in
the same position as if the association had not been dissolved, but a direction is of
no effect until an office copy of the order is filed with the Commissioner.
(4) The applicant must, within 7 days after the order is made or the
longer time specified in the order, file with the Commissioner an office copy of
the order.
Penalty: 20 penalty units.
(5) On filing of an office copy of the order with the Commissioner, the
association is taken to have continued in existence as if it had not been dissolved.
(6) Without limiting subsection (5), proceedings that might have been
taken if the association had not been dissolved may be taken.
PART 9 – EXTERNAL ADMINISTRATION
Division 1 – Winding up and other matters relating to external administration
72. Application of Corporations Act 2001 to winding up
The winding up of an incorporated association is declared to be an applied
Corporations legislation matter for Part 4 of the Corporations Reform (Northern
Territory) Act in relation to the following provisions of the Corporations
legislation, subject to any modifications (within the meaning of the Corporations
Reform (Northern Territory) Act) prescribed by the Regulations:
(a) Chapter 5 of the Corporations Act 2001 other than –
(i) Part 5.7;
(ii) Part 5.7B, Divisions 4 to 7; and
(iii) Part 5.8;
(b) the prescribed provisions of the Corporations Regulations 2001 of
the Commonwealth;
(c) the Corporations Law Rules.

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73. Winding up by Supreme Court on certificate of Commissioner
(1) An incorporated association may be wound up by the Supreme
Court on the certificate of the Commissioner issued under this section.
(2) The Commissioner may issue a certificate for the winding up of an
incorporated association on the following grounds:
(a) that the association has contravened a condition imposed in relation
to the association by the Commissioner under this Act;
(b) that the incorporation of the association has been obtained by
mistake or fraud;
(c) that the association has, after notice by the Commissioner of a
breach of this Act or the constitution of the association, failed,
within the time specified in the notice, to remedy the breach;
(d) that the association has not complied with a direction given by the
Commissioner under section 63;
(e) that the association is defunct.
(3) For this Act, the winding up of an incorporated association on the
certificate of the Commissioner –
(a) commences on application to the Supreme Court by the
Commissioner and filing with the Court of a copy of the certificate;
and
(b) must proceed as if the association had by special resolution
resolved that it be wound up by the Court.
74. Court may appoint unregistered company liquidator
(1) The Supreme Court may, on an order being made for the winding
up of an incorporated association by the Court (including a winding up on the
certificate of the Commissioner), if the Commissioner nominates a person who is
not a registered company liquidator for appointment as the liquidator of the
association, appoint the person as the liquidator of the association.
(2) In this section –
“registered company liquidator” means a liquidator registered under the
Corporations Act 2001.

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75. Penalty for contravention of applied provisions
A person must not contravene a provision of the Corporations Act 2001 as
it applies to an incorporated association under this Division.
Penalty: 200 penalty units or imprisonment for 12 months.
76. Distribution of assets on winding up
(1) Subject to subsections (2) and (3), it is not lawful to distribute
among members, former members or associates of members or former members
of an incorporated association, other than an incorporated trading association,
surplus assets available for distribution at the completion of the winding up of the
association under this Division.
(2) The surplus assets of an incorporated association may, with the
consent of the Commissioner, be distributed to a member of the association if the
member is also an incorporated association that has identical or similar aims and
objects.
(3) Subject to any order of the Supreme Court, the surplus assets of an
incorporated association are, on a winding up of the association, to be distributed
in accordance with –
(a) the constitution of the association; or
(b) if there is no valid constitution of the association governing
distribution of the surplus assets – a special resolution of the
association.
(4) The Court may, on the application of the Commissioner, a
liquidator or a member of an incorporated association, determine how surplus
assets of the association are to be distributed on a winding up.
(5) The Court must, in determining how the surplus assets of an
incorporated association are to be distributed, have regard to the objects of the
association and the provisions of the constitution of the association governing
distribution of surplus assets.
(6) In this section –
“surplus assets”, in relation to the winding up of an incorporated
association, means the assets that remain after the liabilities of the
association have been discharged and the costs and expenses of the
winding up have been paid.

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77. Prescribed property in winding up
(1) Prescribed property, or a part of prescribed property, is not an asset
in the winding up of an incorporated association unless consent in writing has
been given by –
(a) in the case of a lease under the Special Purposes Leases Act – the
Minister administering that Act;
(b) in the case of a lease under the Crown Lands Act – the Minister
administering that Act; or
(c) in any other case – the Minister.
(2) If consent required under subsection (1) is refused, the prescribed
property or part thereof vests in the Territory.
(3) Property vested in the Territory under subsection (2) is liable and
subject to all charges, claims and liabilities imposed on or affecting the property
by reason of a law as to rates, taxes, charges or another matter or thing to which
the property would have been liable or subject had the property continued in the
possession, ownership or occupation of the association.
(4) If there is an acquisition of property by the Territory as a result of
property vesting in the Territory under subsection (2), the Territory is liable to
pay just compensation to the person from whom the property was acquired.
(5) If there is no acquisition of property by the Territory as a result of
property vesting in the Territory under subsection (2), the Minister may pay an
amount in relation to any claim for improvements made to the property before the
property vested in the Territory.
(6) If –
(a) a secured creditor sells prescribed property or part thereof after the
commencement of the winding up of an incorporated association;
and
(b) consent required under subsection (1) is subsequently refused,
any surplus after all secured debts and any allowable costs and expenses have
been deducted from the proceeds of the sale vests in the Territory.

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Division 2 – Appointment of statutory manager
78. Appointment
(1) The Commissioner may, by written notice to an incorporated
association, appoint a statutory manager to administer the affairs of the
association if the Commissioner is satisfied –
(a) the number of members of the association is less than the minimum
number required by section 26 or the association’s constitution;
(b) the association’s incorporation has been obtained by fraud or
mistake;
(c) the association exists for an illegal purpose;
(d) the association has wilfully contravened a provision of this Act, the
Regulations or the association’s constitution, notice of which was
given by the Commissioner; or
(e) following an investigation under this Act into the affairs of the
association, the appointment is in the interests of members or
creditors of the association or in the public interest, whether
because of the financial condition of the association or otherwise.
(2) The notice of appointment must specify –
(a) the date of appointment;
(b) the appointee’s name; and
(c) the appointee’s business address.
(3) If the appointee’s name or business address changes, the appointee
must immediately give written notice of the change to the Commissioner.
79. Effect of appointment
(1) On the appointment of a statutory manager of an incorporated
association –
(a) the members of the committee of the association cease to hold
office;
(b) the statutory manager may terminate a contract of employment
with the association;
(c) the statutory manager may terminate a contract for the provision of
secretarial or administrative services for the association; and

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(d) the statutory manager may terminate a contract for the provision of
other services to the association.
(2) The statutory manager of the association has the functions of the
committee of the association, including the committee’s powers of delegation.
(3) An officer of the association must not be appointed or elected while
the statutory manager is in office except as provided by this Division.
80. Revocation of appointment
(1) A statutory manager holds office until his or her appointment is
revoked.
(2) The Commissioner may, by written notice, revoke the appointment
of a statutory manager.
(3) If a liquidator of an incorporated association is appointed, the
appointment of a statutory manager of the association is automatically revoked.
(4) As soon as practicable after the revocation of a statutory manager’s
appointment, the statutory manager must prepare and submit a report to the
Commissioner showing how the administration was carried out and, for that
purpose, a statutory manager has access to the incorporated association’s records
and documents.
(5) On providing the report under subsection (4) and accounting fully
in relation to the administration of the association to the satisfaction of the
Commissioner, the statutory manager is released from further duty to account in
relation to the administration of the association other than on account of fraud,
dishonesty, negligence or wilful failure to comply with this Act or the
Regulations.
(6) Before revoking the appointment of a statutory manager of an
incorporated association, the Commissioner must –
(a) appoint another statutory manager;
(b) ensure that members of the committee of the association have been
elected in accordance with the constitution of the association at a
meeting convened by the statutory manager in accordance with the
constitution; or
(c) appoint members to the committee of the association.

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(7) Elected members of the committee or members of the committee
appointed under subsection (6) –
(a) take office on revocation of the statutory manager’s appointment;
and
(b) in the case of members appointed under subsection (6)(c), hold
office, subject to this Act, until the next annual general meeting of
the association after the revocation of that appointment.
81. Expenses of administration
(1) The expenses of and incidental to the conduct of the affairs of an
incorporated association by a statutory manager are payable from the association’s
funds.
(2) Those expenses include –
(a) if the statutory manager is not an employee within the meaning of
the Public Sector Employment and Management Act, remuneration
of the administrator at a rate approved by the Commissioner; or
(b) if the statutory manager is an employee within the meaning of the
Public Sector Employment and Management Act, the amount that
the Commissioner certifies is to be paid to the Territory as
repayment of the statutory manager’s remuneration.
(3) An amount certified under subsection (2)(b) is a debt due to the
Territory.
(4) A statutory manager has, in relation to the expenses specified in
subsection (1), the same priority on the winding up of an incorporated association
as the liquidator of the association has.
82. Liabilities arising from administration
(1) If an incorporated association incurs a loss because of fraud,
dishonesty, negligence or wilful failure to comply with this Act or the
Regulations or the constitution of the association by a statutory manager, the
statutory manager is liable for the loss.
(2) A statutory manager is not liable for a loss that is not a loss to
which subsection (1) applies but must account for the loss in the report under
section 80(4).

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83. Additional powers of Commissioner
(1) If the Commissioner appoints members of the committee of an
incorporated association under section 80, the Commissioner may, by written
notice to the association, specify –
(a) this section applies to the association for the period specified in the
notice;
(b) the terms and conditions on which all or any of the members of the
committee hold office; and
(c) the association’s constitution.
(2) While this section applies to the association, the Commissioner
may do any of the following:
(a) remove or appoint members of the committee;
(b) vary, revoke or substitute a term or condition specified under
subsection (1);
(c) amend a provision of the constitution specified under
subsection (1).
(3) The Commissioner may, by written notice to the association,
extend the time for which this section is to apply to the association.
(4) The constitution specified by the Commissioner under
subsection (1) –
(a) is not to be altered except under this section; and
(b) has the same evidentiary value accorded by this Act to the
association’s constitution and to copies of them.
84. Stay of proceedings
(1) If the Commissioner appoints a statutory manager to conduct the
affairs of an incorporated association, a person must not begin or continue a
proceeding in a court against the association until the statutory manager’s
appointment is revoked except with the leave of the Supreme Court and, if the
Court grants leave, in accordance with the terms and conditions the Court
imposes.
(2) A person intending to apply for leave of the Court under subsection
(1) must give the Commissioner not less than 10 days notice of that intention.

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(3) On the hearing of an application under subsection (1), the
Commissioner may be represented and may oppose the granting of the
application.
85. Statutory Manager to report to Commissioner
On the receipt of a request from the Commissioner, the statutory manager
of an incorporated association must, without delay, prepare and give to the
Commissioner a report showing how the administration is being carried out.
Division 3 – Offences
86. Interpretation
(1) For this Division, an incorporated association is taken to be unable
to pay its debts only if execution or other process issued on a judgment, decree or
order of a court in favour of a creditor of the association is returned unsatisfied in
whole or in part.
(2) In this Division –
“appropriate officer” means, in relation to an incorporated association –
(a) that is being or has been wound up – the liquidator;
(b) for which a provisional liquidator has been appointed – the
provisional liquidator;
(c) that is or has been under administration – the administrator
or statutory manager;
(d) that has executed a deed of arrangement – the deed’s
administrator; or
(e) that is defunct or is unable to pay its debts – the
Commissioner;
“relevant day” means, in relation to an incorporated association –
(a) that is being or has been wound up –
(i) if, because of the application of Part 5.6, Division 1A
of the Corporations Act 2001, the winding up is
taken to have begun on the day when an order that
the association be wound up was made – the day on
which the application for the order was filed; or

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(ii) in any other case – the day on which the winding up
is taken, because of Part 5.6, Division 1A of the
Corporations Act 2001, to have begun;
(b) for which a provisional liquidator has been appointed – the
day on which the provisional liquidator was appointed;
(c) that is or has been under administration – the day on which
the administration began;
(d) that has executed a deed of arrangement – the day on which
the deed was executed; or
(e) that is unable to pay its debts – the day on which execution
or other process was first returned unsatisfied in whole or in
part.
87. Application of Division
This Division applies to an incorporated association –
(a) that is being or has been wound up;
(b) the winding up of which has been stayed or terminated;
(c) for which a provisional liquidator has been appointed;
(d) that is or has been under administration;
(e) that has executed a deed of arrangement (including a deed that has
since been terminated); or
(f) that is defunct or is unable to pay its debts.
88. Non-disclosure
(1) An officer or former officer of an incorporated association to which
this Division applies –
(a) must, to the best of the person’s knowledge and belief, fully and
truly disclose to the appropriate officer –
(i) all the property of the association; and
(ii) how, to whom, for what consideration and when the
association disposed of a part of its property, except a part
disposed of in accordance with the constitution of the
association;

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(b) must deliver to the appropriate officer or as the appropriate officer
directs –
(i) all the property of the association in the person’s custody or
under the person’s control and that the person is required by
law to deliver up; or
(ii) all documents in the person’s custody or under the person’s
control belonging to the association and that the person is
required by law to deliver up;
(c) must not, within 5 years before the relevant day or on or after that
day –
(i) fraudulently conceal or remove a part of the association’s
property to the value of $100 or more;
(ii) conceal a debt due to or payable by the association;
(iii) fraudulently part with, alter or make an omission in, or be
privy to fraudulently parting with, altering or making an
omission in, a document affecting or relating to the affairs of
the association;
(iv) by a false representation or other fraud, obtain on credit for
or on behalf of the association, property that the association
has not subsequently paid for; or
(v) fraudulently pawn, pledge or dispose of property of the
association that has been obtained on credit and has not been
paid for;
(d) must not fraudulently make a material omission in a statement
relating to the affairs of the association;
(e) must not, knowing or believing that a false debt has been proved by
a person, fail for a period of one month or more to inform the
appropriate officer of the knowledge or belief;
(f) must not prevent the production of a document affecting or relating
to the affairs of the association;
(g) must not, within 5 years before the relevant day or on or after that
day, attempt to account for a part of the association’s property by
making entries in the association’s documents showing fictitious
transactions, losses or expenses; and
(h) must not, within 5 years before the relevant day or on or after that
day, make a false representation for the purpose of obtaining the

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consent of a creditor of the association to an agreement relating to
the affairs of the association or to the winding up.
Penalty: 400 penalty units or imprisonment for 2 years.
(2) A person must not take in pawn or pledge or otherwise receive
property from a person knowing it to be pawned, pledged or disposed of in
circumstances that amount to an offence against subsection (1)(c)(v) by the other
person.
Penalty: 400 penalty units or imprisonment for 2 years.
89. Failure to keep proper records
(1) If –
(a) section 41 was not complied with in relation to an incorporated
association to which this Division applies at any time during the
2 years immediately before the relevant day or the period between
the incorporation of the association and the relevant day, whichever
is the shorter; and
(b) the association was at a time during that period, or became at a later
time, an incorporated association to which this Division applies,
an officer of the association who failed to take all reasonable steps to secure
compliance by the association with that section throughout that period is guilty of
an offence.
Penalty: 100 penalty units.
(2) It is a defence to a prosecution for an offence against subsection (1)
if the defendant proves that he or she believed on reasonable grounds that a
competent and reliable person was charged with the duty of seeing that the
requirements of section 41 were complied with and was in a position to discharge
that duty.
90. Incurring debts not likely to be paid
(1) If –
(a) an incorporated association has incurred a debt;
(b) immediately before the debt was incurred –
(i) there were reasonable grounds to expect that the association
would not be able to pay all its debts as and when they
became due; or

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(ii) there were reasonable grounds to expect that, if the
association incurred the debt, it would not be able to pay all
its debts as and when they became due; and
(c) the association was at the time when the debt was incurred, or
became at a later time, an incorporated association to which this
Division applies,
a person who was an officer of the association, or who took part in the
management of the association, when the debt was incurred is guilty of an
offence.
Penalty: 400 penalty units or imprisonment for 2 years.
(2) It is a defence to a prosecution for an offence against subsection (1)
if the defendant proves –
(a) that the debt was incurred without the defendant’s express or
implied authority or consent; or
(b) that when the debt was incurred the defendant did not have
reasonable cause to expect –
(i) that the association would not be able to pay all its debts as
and when they became due; or
(ii) that, if the association incurred that debt, it would not be
able to pay all its debts as and when they became due.
(3) If –
(a) an incorporated association has done an act (including the making
of a contract or the entering into of a transaction) with intent to
defraud creditors of the association or of another person or for
another fraudulent purpose; and
(b) the association was at the time when it did the act, or becomes at a
later time, an incorporated association to which this Division
applies,
a person who was concerned in the doing of the act with that intent or for that
purpose is guilty of an offence.
Penalty: 400 penalty units or imprisonment for 2 years.

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(4) A certificate issued by a court stating that a person specified in the
certificate –
(a) was convicted of an offence against subsection (1) in relation to the
debt specified in the certificate incurred by the association specified
in the certificate; or
(b) was convicted of an offence against subsection (3) in relation to the
association specified in the certificate,
is, in any proceedings, prima facie evidence of the matters stated in the certificate.
(5) A document purporting to be a certificate issued under subsection
(4) is, unless the contrary is established, taken to be a certificate issued under
subsection (4) and to have been duly issued.
91. Powers of court if debts unlikely to be paid
(1) A court that convicts a person of an offence against section 90(1)
may, on application by the Commissioner or the liquidator of the incorporated
association, declare that the person is personally responsible without limitation of
liability for the payment to the association of an amount equal to the whole of the
debt to which the conviction relates or so much of the debt as the court considers
appropriate.
(2) A court that makes a declaration under this section may make
consequential and ancillary orders and directions as it considers appropriate.
(3) This section has effect even though the person convicted of the
offence is criminally liable in relation to the matters on the ground on which the
declaration is made.
(4) On the hearing of an application under this section, the applicant
may give evidence or call witnesses.
92. Frauds by officers
(1) An officer of an incorporated association must not –
(a) by false pretences, or by means of another fraud, induce a person to
give credit to the association or to a related body corporate;
(b) with intent to defraud the association or a related body corporate, or
members or creditors of the association or a related body corporate,
make or purport to make, or cause to be made or to be purported to
be made, a gift or transfer of, or charge on, or cause or connive at
the levying of an execution against, property of the association or
of a related body corporate; or

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(c) with intent to defraud the association or a related body corporate, or
members or creditors of the association or a related body corporate,
conceal or remove a part of the property of the association or of a
related body corporate within 2 months before or on or after the
date of an unsatisfied judgment or order for payment of money
obtained against the association or a related body corporate.
Penalty: 400 penalty units or imprisonment for 12 months.
(2) In this section –
“related body corporate” has the same meaning as in the Corporations
Act 2001.
PART 10 – INVESTIGATION OF INCORPORATED ASSOCIATIONS
93. Investigation of incorporated association’s affairs
(1) The Commissioner may, under this Part, conduct an investigation
into the affairs of an incorporated association if the Commissioner is satisfied it is
appropriate having regard to information in the Commissioner’s possession.
(2) The Commissioner must give written notice of the investigation to
the association.
(3) The notice must specify the grounds for conducting the
investigation.
94. Commissioner may require production of books
For conducting an investigation of the affairs of an incorporated
association, the Commissioner may, by written notice, require –
(a) the association to produce to the Commissioner immediately, or at
the time and place specified in the notice, the books relating to the
affairs of the association specified in the notice;
(b) a person who is or has been an officer or employee of, or an agent,
banker, solicitor, auditor or other person acting in any capacity for
or on behalf of the association (even if the association is being
wound up or has been dissolved) to produce to the Commissioner
immediately the books relating to the affairs of the association
specified in the notice; or
(c) a person to produce to the Commissioner immediately all books
relating to the affairs of the association (even if the association is
being wound up or has been dissolved) that are in the custody or
under the control of the person.

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95. Commissioner may carry out investigations in relation to books
(1) If the Commissioner exercises a power under this Part to require
another person to produce books, the Commissioner may –
(a) if the books are produced –
(i) take possession of the books and may make copies of, or
take extracts from, the books;
(ii) require the other person, or a person who was party to the
compilation of the books, to make a statement providing an
explanation that the person concerned is able to provide as
to a matter relating to the compilation of the books or as to a
matter to which the books relate;
(iii) retain possession of the books for the period necessary to
enable the books to be inspected, and copies of or extracts
from the books to be made or taken by or on behalf of the
Commissioner; and
(iv) during that period must permit a person who would be
entitled to inspect one or more of the books if they were not
in the possession of the Commissioner to inspect that book
or those books at a reasonable time; or
(b) if the books are not produced, require the other person –
(i) to state, to the best of his or her knowledge and belief, where
the books may be found; and
(ii) to identify the person who, to the best of his or her
knowledge and belief, last had custody of the books and to
state, to the best of his or her knowledge and belief, where
that person may be found.
(2) If the Commissioner exercises a power under this Part to require
another person to produce books that are recorded, kept and reproduced by
electronic means, the other person may comply with the requirement to produce
those books by providing a printed reproduction of the information contained in
the books.
(3) If this Part confers a power on the Commissioner to require a
person to produce books relating to the affairs of an incorporated association, the
Commissioner also has power to require that person (whether or not the
Commissioner requires that person to produce books and whether or not books
are produced pursuant to such a requirement), so far as the other person is able to

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do so, to identify property of the association and explain the manner in which the
association has kept account of the property.
96. Examination of persons concerned with incorporated association
(1) For conducting an investigation of the affairs of an incorporated
association, the Commissioner may, by written notice, require a person whom the
Commissioner reasonably believes to have some knowledge of the affairs of the
association, require the person to attend before the Commissioner at the time and
place specified in the notice to answer questions relating to the investigation.
(2) The person must not, without reasonable excuse, refuse or fail –
(a) to attend before the Commissioner; or
(b) to answer a question put to the person by the Commissioner.
Penalty: 100 penalty units or imprisonment for 6 months.
(3) The person must not, when appearing before the Commissioner,
make a statement the person knows to be false or misleading in a material
particular.
Penalty: 100 penalty units or imprisonment for 6 months.
(4) The person is not excused from answering a question when
required to do so by the Commissioner on the ground that the answer to the
question might tend to incriminate the person or make the person liable to a
penalty, but the answer to the question is not admissible in evidence against the
person in any proceedings, other than proceedings for an offence against
subsection (2) or (3).
97. Power of entry
(1) If the Commissioner believes on reasonable grounds that it is
necessary for an investigation of the affairs of an incorporated association to enter
land or premises occupied by the association, the Commissioner may, at any
reasonable time, enter the land or premises and exercise any of the following
powers:
(a) examine books on the land or premises that relate to the affairs of
the association or that the Commissioner believes, on reasonable
grounds, relate to those affairs;
(b) take possession of any of those books for such period as the
Commissioner thinks necessary for the investigation;
(c) require the other person, or a person who was party to the
compilation of the books, to make a statement providing an

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explanation that the person concerned is able to provide as to a
matter relating to the compilation of the books or as to a matter to
which the books relate;
(d) make copies of, or take extracts from, any of those books.
(2) A person must not obstruct the Commissioner in the exercise of
powers under this section.
Penalty: 100 penalty units or imprisonment for 6 months.
(3) If the Commissioner has possession of books seized under this
section, the Commissioner must permit a person who would be entitled to inspect
one or more of the books if they were not in the possession of the Commissioner
to inspect that book or those books at a reasonable time.
(4) In this section –
“obstruct” includes hinder, resist and attempt to obstruct.
98. Immunity from liability for complying with direction or requirement
A person is not subject to a liability by reason of compliance with a
direction or requirement given or made under this Part.
99. Privileged communications
(1) If –
(a) the Commissioner makes a requirement under this Part of a legal
practitioner in relation to a book; and
(b) the book contains a privileged communication made by or on
behalf of the legal practitioner, or to the legal practitioner, in his or
her capacity as a legal practitioner,
the legal practitioner is entitled to refuse to comply with the requirement unless
the person to whom, or by or on behalf of whom, the communication was made
agrees to the legal practitioner complying with the requirement but, if the legal
practitioner refuses under this section to comply with a requirement, the legal
practitioner must immediately provide in writing to the Commissioner –
(c) if the legal practitioner knows the name and address of the person
to whom, or by or on behalf of whom, the communication was
made – that name and address; and

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(d) sufficient particulars to identify the book, or the part of the book,
containing the communication.
Penalty: 100 penalty units or imprisonment for 6 months.
(2) If –
(a) the Commissioner, acting in pursuance of this Part, requires a legal
practitioner to make a statement providing an explanation as to a
matter relating to the compilation of books or as to a matter to
which books relate; and
(b) the legal practitioner is not able to make that statement without
disclosing a privileged communication made by or on behalf of the
legal practitioner, or to the legal practitioner, in his or her capacity
as a legal practitioner,
the legal practitioner is entitled to refuse to comply with the requirement, except
to the extent that he or she is able to comply with the requirement without
disclosing a privileged communication referred to in paragraph (b), unless the
person to whom, or by or on behalf of whom, the communication was made
agrees to the legal practitioner complying with the requirement.
(3) If the legal practitioner refuses to comply with a requirement under
subsection (2), the legal practitioner must immediately provide in writing to the
Commissioner –
(a) if the legal practitioner knows the name and address of the person
to whom, or by or on behalf of whom, the communication was
made – that name and address; and
(b) if the communication was made in writing – sufficient particulars to
identify the document containing the communication.
Penalty: 100 penalty units.
100. Orders against persons concerned with incorporated associations
(1) In this section, a reference to a prescribed person is, in relation to
an incorporated association, read as a reference to –
(a) a liquidator or provisional liquidator of the association; or
(b) a person authorised by the Commissioner to make an application
under this section in relation to the association.

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(2) Subject to subsection (3), if, on application by the Commissioner or
a prescribed person, the Supreme Court is satisfied –
(a) a person is guilty of fraud, negligence, default, breach of trust or
breach of duty in relation to an incorporated association; and
(b) the association has suffered, or is likely to suffer loss or damage as
a result of the fraud, negligence, default, breach of trust or breach
of duty,
the Court may make an order or orders as it considers appropriate against or in
relation to the person (including either or both of the orders specified in
subsection (4)) and may so make an order against or in relation to a person even
though the person may have committed an offence in relation to the matter to
which the order relates.
(3) The Court may not make an order against a person under
subsection (2) unless the Court has given the person the opportunity –
(a) to give evidence himself or herself;
(b) to call witnesses to give evidence;
(c) to adduce other evidence in relation to the matters to which the
application relates; or
(d) to employ, at his or her own expense, a solicitor, or a solicitor and
counsel, to put to him or her or to another witness the questions the
Court considers appropriate for the purpose of enabling him or her
to explain or qualify an answer or evidence given by him or her.
(4) The orders that may be made under subsection (2) against a person
include –
(a) an order directing the person to pay money or transfer property to
the association; and
(b) an order directing the person to pay to the association the amount of
the loss or damage.
(5) This section does not prevent a person from instituting other
proceedings in relation to matters for which an application may be made under
this section.

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PART 11 – INCORPORATED ASSOCIATIONS PERFORMING LOCAL
GOVERNMENT FUNCTIONS
101. Identification of incorporated associations that must comply with
Local Government Act
The Minister must, by notice in the Gazette –
(a) identify each incorporated association that, in the Minister’s
opinion, is functioning as a community government council and has
been approved for receipt of funding for the purposes of local
government; and
(b) declare the association may exercise the functions of a community
government council.
102. Local Government Act applies to incorporated associations performing
local government functions
(1) Subject to subsection (3), if an incorporated association is identified
under section 101(a) to be functioning as a community government council –
(a) section 181A of the Local Government Act, and a provision of or
under that Act that is prescribed, apply to the association; and
(b) a power under section 181A of the Local Government Act, or a
power or function under a provision prescribed under paragraph
(a), that may be exercised or performed in relation to a community
government council may be exercised or performed in relation to
the association,
as if the association were a community government council.
(2) The requirements of subsection (1) are in addition to the
requirement to comply with the provisions of or under this Act.
(3) If a provision of or under the Local Government Act applies to an
incorporated association, in the event of an inconsistency between that provision
and a provision of or under this Act, the provision of or under this Act prevails to
the extent of the inconsistency.
PART 12 – MISCELLANEOUS PROVISIONS
103. Civil proceedings not to be stayed
A civil proceeding under this Act may not be stayed by reason only that
the proceeding discloses, or arises out of, the commission of an offence.

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104. Form and evidentiary value of books
(1) A book required by this Act to be kept or prepared may be kept or
prepared –
(a) by making entries in a bound or looseleaf book;
(b) by recording or storing the matters concerned by means of a
mechanical, electronic or other device; or
(c) in another manner approved by the Commissioner.
(2) Subsection (1) does not authorise a book to be kept or prepared by
a mechanical, electronic or other device unless –
(a) the matters recorded or stored will be capable of being reproduced
in written form; or
(b) a reproduction of those matters is kept in a written form approved
by the Commissioner.
(3) An incorporated association must take all reasonable precautions,
including any prescribed precautions for guarding against damage to, destruction
of or falsification of or in, and for discovery of falsification of or in, a book or
part of a book required by this Act to be kept or prepared by the association.
(4) A writing that purports to reproduce matters recorded or stored by
means of a mechanical, electronic or other device is, unless the contrary is
established, to be taken to be a reproduction of those matters.
105. Provisions indemnifying officers or auditors
(1) A provision (whether contained in the constitution of an
incorporated association, in a contract with the association or otherwise)
exempting an officer or auditor of the association from, or indemnifying him or
her against, a liability to the association that by law would otherwise attach to him
or her in relation to negligence, default, breach of duty or breach of trust of which
he or she may be guilty in relation to the association, is void.
(2) Subsection (1) does not apply in relation to a contract of insurance.
(3) Despite anything in this section, an incorporated association may,
in accordance with its constitution or otherwise, indemnify an officer or auditor
against a liability incurred by him or her in defending proceedings, whether civil
or criminal, in which judgment is given in his or her favour or in which he or she
is acquitted.

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106. Penalty for non-compliance with Act or condition imposed under Act
(1) An officer of an incorporated association must take all reasonable
steps to secure compliance by the association with its obligations under this Act.
Penalty: 100 penalty units.
(2) An incorporated association or officer of an incorporated
association must not contravene a condition imposed under this Act by the
Commissioner in relation to the association.
Penalty: 100 penalty units.
107. Falsification of books
(1) An officer, former officer, member or former member of an
incorporated association must not conceal, destroy, mutilate or falsify books
relating to or affecting affairs of the association.
Penalty: 100 penalty units or imprisonment for 6 months.
(2) If matter used or intended to be used in connection with the keeping
of books relating to or affecting affairs of an incorporated association is recorded
or stored in an illegible form by means of a mechanical device, an electronic
device or another device, a person –
(a) must not record or store, by means of that device, matter that the
person knows to be false or misleading in a material particular;
(b) must not destroy, remove or falsify matter that is recorded or stored
by means of that device, or that has been prepared for the purpose
of being recorded or stored or for use in compiling or recovering
other matter to be recorded or stored by means of that device; or
(c) if the person has a duty to record or store matter by means of that
device, must not fail to record or store the matter by means of that
device –
(i) with intent to falsify an entry made or intended to be
compiled, wholly or in part, from matter so recorded or
stored; or
(ii) knowing that the failure to so record or store the matter will
render false or misleading in a material particular other
matter so recorded or stored.
Penalty: 100 penalty units or imprisonment for 6 months.

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(3) It is a defence to a prosecution for an offence against this section if
the defendant proves that he or she acted honestly and that, in all the
circumstances, the act or omission constituting the offence should be excused.
108. Misrepresentation as to incorporation under this Act
A person must not, in order to gain an advantage for himself or herself or
another person, falsely represent that a body is an incorporated association.
Penalty: 100 penalty units or imprisonment for 6 months.
109. Oppressive or unreasonable acts
(1) An application to the Local Court or Supreme Court for a particular
order or orders specified in subsection (2) may be made by a member of an
incorporated association or former member expelled from the association
(provided the application is made within 6 months after the expulsion) who
believes that –
(a) the affairs of the association are being conducted in a way that is
oppressive or unfairly prejudicial to, or unfairly discriminatory
against, a member (“the oppressed member”) or in a way that is
contrary to the interests of the members as a whole;
(b) an act or omission, or a proposed act or omission, by or on behalf
of the association was or would be oppressive or unfairly
prejudicial to, or unfairly discriminatory against, a member (also
“the oppressed member”) or was or would be contrary to the
interests of the members as a whole;
(c) the constitution of the association contains provisions that are
oppressive or unreasonable; or
(d) the expulsion of the member was oppressive or unreasonable.
(2) For subsection (1), the orders are as follows:
(a) an order that the association be wound up;
(b) an order regulating the future conduct of the association’s affairs;
(c) an order directing the association to institute, prosecute, defend or
discontinue specified proceedings, or authorising a member of the
association to institute, prosecute, defend or discontinue specified
proceedings in the name and on behalf of the association;
(d) an order appointing a receiver or a receiver and manager of the
property of the incorporated association;

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(e) an order restraining a person from engaging in specified conduct or
from doing a specified act;
(f) an order requiring a person to do a specified act;
(g) an order altering the constitution of the association;
(h) an order that the member expelled be reinstated as a member of the
association;
(i) an order consequential on or ancillary to an order mentioned in
paragraphs (a) to (h).
(3) Subject to subsections (4) and (5), the Court may make the orders
the Court considers appropriate if, on the hearing of the application, it is satisfied
in relation to a matter specified in subsection (1).
(4) The Court must not make an order for the winding up of the
association if it is satisfied the winding up of the association would unfairly
prejudice the oppressed member.
(5) The Local Court may only make an order referred to in subsection
(2)(b), (c), (e), (f), (g), (h) or (i).
(6) If an order that the association be wound up is made, the provisions
of this Act relating to the winding up of an association apply, with the necessary
modifications for this Act, as if the order had been made on an application filed in
the Court by the association.
(7) If an order makes an alteration to the constitution of the association,
then, despite any other provision of this Act but subject to the order, the
association does not have power, without the leave of the Court, to make a further
alteration to the constitution inconsistent with the order but, subject to this
section, the alteration made by the order has effect as if it had been properly made
by resolution of the association.
(8) A copy of an order must be filed by the applicant with the
Commissioner within 14 days after it is made.
Penalty: 100 penalty units.
(9) For this section, a breach of the constitution of an incorporated
association by the committee of the association may be regarded as constituting
action that is oppressive to members of the association.
(10) The Commissioner may intervene in proceedings before the Court
arising under this section.

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(11) If the Commissioner intervenes in proceedings, the Commissioner
becomes a party to the proceedings and has all the rights, including rights of
appeal, of a party to the proceedings.
110. Dealings with prescribed property
(1) An incorporated association must not dispose of, charge or
otherwise deal with prescribed property (other than prescribed property that is a
lease under the Special Purposes Leases Act or the Crown Lands Act), other than
by way of –
(a) a disposal to, or a charge as security for a loan or other benefit by,
the Territory; or
(b) a lease, including a sublease, for a term of 12 months or less,
except with the consent in writing of the Minister and in accordance with any
conditions that the Minister imposes in relation to the consent.
(2) If prescribed property is –
(a) a lease under the Special Purposes Leases Act and, under that Act,
the lease may not be disposed of, charged or otherwise dealt with
without the consent of the Minister administering that Act; or
(b) a lease under the Crown Lands Act and, under that Act, the lease
may not be disposed of, charged or otherwise dealt with without the
consent of the Minister administering that Act,
an incorporated association must not dispose of, charge or otherwise deal with the
property under this Act without the consent of that Minister.
(3) The Chief Executive Officer, within the meaning of the Public
Sector Employment and Management Act, of the Agency administering an Act
referred to in subsection (2)(a) or (b) must give a consent given under the
provision to the Commissioner as soon as practicable after the consent is given.
(4) It is a condition of every consent given under subsection (1) that,
except as otherwise authorised in writing by the Minister, the following is
prescribed property:
(a) property exchanged for prescribed property;
(b) funds realised on the sale or other disposal of prescribed property;
(c) property acquired wholly or partly from funds of the kind referred
to in paragraph (b).

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(5) Subject to subsections (12) and (13), except as provided in
section 77, a dealing with prescribed property in contravention of subsection (1)
or (2) is void.
(6) If prescribed property is land granted for an Aboriginal community
living area in pursuance of Part IV of the Crown Lands Act (as in force before the
commencement of the Pastoral Land Act) or Part 8 of the Pastoral Land Act, the
Minister cannot consent under subsection (1) to a disposal, charge or dealing with
all or a part of the land unless the purpose is –
(a) to register an easement or easement in gross under the Land Title
Act that, except for this subsection, would otherwise be able to be
registered;
(b) to give effect to a recommendation made pursuant to section 114 of
the Pastoral Land Act in relation to an abandoned Aboriginal
community living area;
(c) to transfer an estate in fee simple in the land to an incorporated
association, an incorporated trading association or an Aboriginal
corporation within the meaning of the Aboriginal Councils and
Associations Act 1976 of the Commonwealth, that is an association
or corporation formed for objects similar to the objects of, and
having substantially the same members as, the association from
which the estate is to be transferred; or
(d) to grant a lease in relation to part of the land to an incorporated
association, an incorporated trading association, an Aboriginal
corporation within the meaning of the Aboriginal Councils and
Associations Act 1976 of the Commonwealth or a person, so as to
enable –
(i) the association, corporation or person to provide health,
education or housing services; or
(ii) an ADI or the Territory Insurance Office to offer financial
services,
to a class of persons that includes the members of the Aboriginal
corporation seeking to grant the lease.
(7) An Aboriginal corporation, within the meaning of the Aboriginal
Councils and Associations Act 1976 of the Commonwealth, must not dispose of,
charge or otherwise deal with prescribed property that is land granted for an
Aboriginal community living area in pursuance of Part IV of the Crown Lands
Act (as in force before the commencement of the Pastoral Land Act) or Part 8 of
the Pastoral Land Act except with the consent of the Minister and in accordance
with the conditions, if any, that the Minister imposes on the consent.

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(8) The Minister cannot consent under subsection (7) unless the
dealing is –
(a) to register an easement or easement in gross under the Land Title
Act that, except for this subsection, would otherwise be able to be
registered;
(b) to give effect to a recommendation under section 114 of the
Pastoral Land Act in relation to an abandoned Aboriginal
community living area;
(c) to transfer an estate in fee simple in the land to an incorporated
association, an incorporated trading association, or an Aboriginal
corporation within the meaning of the Aboriginal Councils and
Associations Act 1976 of the Commonwealth, that is an association
or corporation formed for objects similar to the objects of, and
having substantially the same members as, the Aboriginal
corporation from which the estate is to be transferred; or
(d) to grant a lease in relation to part of the land to an incorporated
association, an incorporated trading association, an Aboriginal
corporation within the meaning of the Aboriginal Councils and
Associations Act 1976 of the Commonwealth or a person, so as to
enable –
(i) the association, corporation or person to provide health,
education or housing services; or
(ii) an ADI or the Territory Insurance Office to offer financial
services,
to a class of persons that includes the members of the association
seeking to grant the lease.
(9) A dealing with prescribed property in contravention of
subsection (7) is void.
(10) If prescribed property was acquired wholly or partly from or using
funds obtained under a grant from the Commonwealth, the Minister must not give
consent under subsection (1), (6) or (7) until the Minister –
(a) has given the Commonwealth reasonable notice of his or her
intention to give consent; and
(b) has considered any submissions made by the Commonwealth
within the time specified in that notice.

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(11) An incorporated association must keep and maintain a register of
prescribed property.
Penalty: 100 penalty units.
(12) The Minister may, under subsection (1), consent to a disposal of,
charge on or dealing with prescribed property after the disposal, charge or dealing
purported to take place, but only if the Minister is of the opinion that refusing
consent would, in all the circumstances, be unjust to all parties to the purported
disposal, charge or dealing.
(13) If consent is given under subsection (1) in the circumstances set out
in subsection (12), the purported disposal, charge or dealing is taken to have been,
on and from the day on which it purported to take place, as valid and effectual as
it would have been if the Minister’s consent had been given on that day.
111. Regulatory offences
An offence of contravening section 16, 17(4), 22, 23, 27(7), 34 or 71(4) is
a regulatory offence.
112. Proceedings for offences
(1) A prosecution for an offence against this Act may only be
commenced by –
(a) the Commissioner; or
(b) a person authorised by the Minister or Commissioner.
(2) A document apparently signed by the Commissioner or the
Minister authorising a person to commence a particular prosecution is, in the
absence of proof to the contrary, proof of the fact so stated.
113. Evidentiary provisions
(1) For this Act and in proceedings under or arising out of this Act –
(a) a document purporting to be signed by the Commissioner and
purporting to be a certificate of incorporation of an association is,
unless the contrary is proved, to be taken to be proof of the
incorporation of the association on the date specified in the
instrument;
(b) a document purporting to be a copy of a document registered by or
filed with the Commissioner under this Act and certified by the
Commissioner to be a true copy of a document of that type is,
unless the contrary is proved, to be taken to be a true copy of the
document;

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(c) a document purporting to be a copy of, or extract from, a record
kept by an incorporated association and purporting to be verified by
an officer of the association authorised by the committee of the
association for the purpose is, unless the contrary is proved, to be
taken to be a true copy of, or extract from, the document; and
(d) a document purporting to bear the common seal of an incorporated
association is, unless the contrary is proved, to be taken to have
been properly executed by the association.
(2) For this Act and in proceedings under or arising out of this Act, a
certificate purporting to be signed by the Commissioner and certifying any of the
following is, unless the contrary is proved, to be taken to be proof of the matter
certified:
(a) at a date or during a period specified in the certificate an
association was or was not incorporated under this Act by a name
specified in the certificate;
(b) an incorporated association has or has not complied with a
requirement of this Act as to the filing of a document or return or
the giving of notice;
(c) an incorporated association has altered its name in the manner
specified in the certificate, including the dates on which the
alteration was registered by the Commissioner;
(d) an incorporated association has been or is being wound up,
including the date on which the winding up commenced and (if
applicable) the date on which the association was dissolved;
(e) associations amalgamated to form an incorporated association
specified in the certificate, including the date of the incorporation
of the amalgamated association.
(3) In proceedings for an offence against this Act, an allegation in the
complaint or information as follows is, in the absence of proof to the contrary, to
be accepted as proved:
(a) an association is or was at a specified time incorporated under this
Act;
(b) an association is or was at a specified time a prescribed association;
(c) the defendant is or was at a specified time an officer of an
incorporated association named in the complaint or information;
(d) a meeting of the members required by a specified provision of this
Act to be held has not been held as required by that provision.

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(4) Judicial notice must be taken of the signature of the Commissioner
appearing on a certificate under subsection (1) and of the fact that the person by
whom the certificate purports to have been signed is the Commissioner.
114. Right of appeal – disqualified person
(1) A disqualified person may appeal to the Local Court against the
making of the declaration under section 40(1).
(2) The appeal must be filed with the Court within 21 days after the
date of notice of the declaration given to the person.
(3) The Court may, at any time, extend the period for filing the appeal.
(4) The Commissioner of Police is a party to the appeal.
(5) On the hearing of the appeal, the Court must decide whether the
person is a fit and proper person to be an officer of an incorporated association.
(6) The Court may make its decision only on the evidence given by a
party to the appeal.
(7) The Commissioner of Police cannot be compelled to give evidence
relating to the issue of the certificate or the basis on which the certificate was
given.
(8) If the Court is satisfied the appellant is a fit and proper person to be
an officer of an incorporated association, the Court must, by order, revoke the
declaration.
(9) If the Court is satisfied the appellant is not a fit and proper person
to be an officer of an incorporated association, the Court must dismiss the appeal.
(10) The Court may make any consequential or ancillary orders it
considers appropriate in the circumstances.
115. Right of appeal – general
(1) A person aggrieved by a decision of the Commissioner under this
Act may appeal to the Local Court against the decision.
(2) The appeal must be filed with the Court within 21 days after the
making of the decision being appealed against.
(3) The Court may, at any time, extend the period for filing the appeal.

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(4) On the hearing of the appeal, the Court may –
(a) vary or reverse the decision of the Commissioner and make any
consequential or ancillary orders it considers appropriate in the
circumstances; or
(b) uphold the decision of the Commissioner and dismiss the appeal.
116. Commissioner may require production of document
(1) The Commissioner may, by written notice, require a person to give
the Commissioner any document an incorporated association is required to keep
under this Act in the reasonable time stated in the notice.
(2) The person must comply with the requirement unless the person
has a reasonable excuse.
Penalty: 20 penalty units.
117. Fax or electronic transmission of documents
(1) If, under a provision of this Act or the Regulations, a person is
required to give a document to the Commissioner, it is sufficient compliance with
the requirement if the Commissioner receives a copy of the document by
facsimile or electronic transmission.
(2) The person must ensure the original of the document signed by any
person who is required to sign it is kept so that it is able to be produced readily to
the Commissioner for at least 7 years after the copy of it was given to the
Commissioner.
Penalty: 20 penalty units.
(3) The Commissioner may, by written notice, require the person to
give the Commissioner the original document in the reasonable time stated in the
notice.
(4) The person must comply with the requirement unless the person
has a reasonable excuse.
Penalty: 20 penalty units.
118. Service of documents
(1) A notice, demand, summons, writ or other document or process
may be served on an incorporated association by serving it personally on the
public officer of the association or by sending it by post to the public officer at the
address referred to in section 28 or, by registered post, at the public officer’s last
known address.

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(2) An incorporated association may give a notice or make a demand
by writing signed by the public officer of the association.
(3) A notice, demand, summons, writ or other document or process
may be served on a member of a committee of an incorporated association by
sending it by post to the member’s last known address.
119. Regulations
(1) The Administrator may make regulations, not inconsistent with this
Act, prescribing matters –
(a) required or permitted by this Act to be prescribed; or
(b) necessary or convenient to be prescribed for carrying out or giving
effect to this Act.
(2) The Regulations may provide for any of the following matters:
(a) the cancellation, and matters arising out of the cancellation, of the
incorporation of incorporated associations that have ceased to exist
or to be associations, for this Act;
(b) the issue of certified copies of certificates of incorporation;
(c) the inspection of documents filed with the Commissioner under this
Act or the Regulations;
(d) the form of, and the matters to be provided for in, the constitution
of incorporated associations;
(e) matters relating to the accounts of incorporated associations and the
auditing of those accounts;
(f) the fees to be paid on the making, giving, publishing, issuing, filing
or inspecting of any application, notice, declaration, certificate or
other document under this Act or the Regulations;
(g) penalties for offences against the Regulations not exceeding
100 penalty units;
(h) the payment of a prescribed amount instead of a penalty that may
otherwise be imposed for an offence against this Act or the
Regulations and for the service of a notice relating to payment of
the amount on a person alleged to have committed the offence and
the particulars to be included in the notice.

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(3) The Regulations may –
(a) make different provision in relation to –
(i) different persons or matters; or
(ii) different classes of persons or matters; or
(b) apply differently by reference to specified exceptions or factors.
PART 13 – REPEAL AND TRANSITIONAL PROVISIONS
120. Definitions
In this Part –
“repealed Act” means the Associations Incorporation Act as in force
immediately before the commencement of this Act.
121. Repeal
The Acts specified in the Schedule are repealed.
122. Applications
(1) Subsection (2) applies if –
(a) before the commencement of this Act, an application was made for
incorporation under section 7 or 25C of the repealed Act; and
(b) on the commencement, the application had not been finally
decided.
(2) The application is taken to be an application under section 8 of this
Act.
123. Certificates of incorporation, officers etc.
(1) If a certificate of incorporation for an association or trading
association under the repealed Act was in force immediately before the
commencement of this Act –
(a) the certificate is taken to be a certificate of incorporation of the
association under this Act; and
(b) if the association was an incorporated trading association under the
repealed Act – the association is taken to be an incorporated trading
association under this Act.

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(2) A reference in this Act to an incorporated association’s constitution
includes a reference to the rules of an association that is taken to be an
incorporated association under this Act.
(3) The public officer of an incorporated association holding office
immediately before the commencement of this Act is the public officer of the
association under this Act.
124. Notices for associations performing local government functions
A notice under section 25AZH of the repealed Act is taken to be a notice
under section 101 of this Act.
125. Investigations
An investigation commenced under section 25AU of the repealed Act but
not completed immediately before the commencement of this Act may be
conducted under Part 10 of this Act.
126. Consents in relation to prescribed property
(1) A consent of the Minister under section 26A of the repealed Act, or
section 6 of the Special Purposes Leases Act, that is in force immediately before
the commencement of this Act is taken to be a consent for section 77 of this Act.
(2) A disposal, charge or dealing with property that is valid and of
effect under the Associations Incorporation Amendment Act 1997 is taken to have
effect for the purposes of this Act.
127. If constitution not in accordance with Act on commencement
If the constitution of an association incorporated under the repealed Act
does not comply with section 21 of this Act, the association must, within 2 years
after the commencement of this Act, alter its constitution to comply.
Penalty: 100 penalty units.
128. Audits
(1) An association taken to be an incorporated association under this
Act (an “existing association”) may elect to continue to comply with the auditing
requirements that applied to the existing association immediately before this Act
commenced during the period commencing on the day on which this Act
commences and ending on 30 June of the financial year in which that day occurs.
(2) If, during the period mentioned in subsection (1), an existing
association makes an election under that subsection, despite the repeal of the
repealed Act –

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(a) sections 25, 25AG, 25AH, 25AI, 25AJ, 25AK and 25AM of the
repealed Act continue to apply to the existing association; and
(b) Part 5 of this Act does not apply to the existing association.
(3) If, during the period mentioned in subsection (1), an existing
association does not make an election under that subsection, Part 5 of this Act
applies to the existing association.
(4) If the first financial year of a tier 2 incorporated association ends
after the date on which this Act commences, the committee is taken to have
complied with section 47(2) in relation to that financial year if the association’s
accounts for the year have been audited by a person who is not a member of the
association.
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SCHEDULE
Section 121
REPEALED ACTS
Associations Incorporation Ordinance 1963 No. 49, 1963
Associations Incorporation Ordinance 1969 No. 22, 1969
Associations Incorporation Act 1978 No. 22, 1979
Associations Incorporation Amendment Act 1981 No. 75, 1981
Associations Incorporation Amendment Act 1989 No. 46, 1989
Associations Incorporation Amendment Act 1990 No. 57, 1990
Associations Incorporation Amendment Act 1995 No. 41, 1995
Associations Incorporation Amendment Act 1996 No. 2, 1996
Associations Incorporation Amendment Act 1997 No. 11, 1997
Associations Incorporation Amendment Act 2002 No. 70, 2002
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Notes
1. The Associations Act comprises the Associations Act 2003 and
amendments made by other legislation, the details of which are specified in the
following table:
Act Number and
year Date of assent by
Administrator Date of
commencement
Associations Act 2003 No. 56, 2003 22 Oct 2003 5 May 2004 (a)
Law Reform (Gender,
Sexuality and
De Facto
Relationships) Act
2003 No. 1, 2004 7 Jan 2004 17 Mar 2004 (b)
Police Administration
Amendment (Powers
and Liability) Act
2005 No. 11, 2005 17 Mar 2005 20 Apr 2005 (c)
Statute Law Revision
Act 2005 No. 44, 2005 14 Dec 2005 14 Dec 2005
(a) See section 2 and Gazette G18, dated 5 May 2004, p. 2.
(b) See section 2 and Gazette G11, dated 17 March 2004, p. 8.
(c) See section 2 and Gazette G16, dated 20 April 2005, p. 5.
____________________________
Table of Amendments
Section
6. Amended by No. 44, 2005, s. 35
30. Amended by No. 44, 2005, s. 35
40. Amended by No. 1, 2004, s. 62; No. 11, 2005, s. 16
65. Amended by No. 44, 2005, s. 35
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