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Version No. 063
Associations Incorporation Act 1981
Act No. 9713/1981
Version incorporating amendments as at 12 December 2005

TABLE OF PROVISIONS
Section Page
PART I—PRELIMINARY 1
1. Short title and commencement 1
2. Repealed 1
3. Definitions 1
PART II—INCORPORATION 9
4. Authority to apply for incorporation 9
5. Application for incorporation 10
6. Rules of association 11
7. Certificate of incorporation 12
8. Vesting of property 13
9. Application for making of recordings in the Register 14
10. Application to bring companies etc. under this Act 18
11. Incorporation of company etc. 23
PART III—NAMES AND REGISTERED ADDRESSES 25
12. Name of association 25
12A. Name to appear on business documents 25
13. Change of name 26
13A. Registered address of incorporated association 28
PART IV—EFFECTS OF INCORPORATION 29
14. Interpretation 29
14A. Rights of members under rules 29
14B. Grievance procedure 31
15. Rights and liabilities of members 31
16. Powers of incorporated association 31
17. Ultra vires transactions 33
18. Disposal of trust property 34
19. Confirmation of contracts and authentication and execution
of documents 35

i

Section Page
20. Ratification of contracts made before incorporation of
association 36

21. Purposes and rules 43
22. Alteration of rules 43
22A. Rules to be made available to members 44
PART V—MANAGEMENT 45
23. First committee of inco rporated association 45
24. First public officer 45
25. Public officer 45
26. Public officer may hold other offices 46
27. Removal of public officer and vacancy in office 46
28. Address of public officer 47
29. Special resolution 47
29A. Duties of committee members 49
29B. Disclosure of interest 49
29C. Voting on contract in which committee member has interest 51
PART VI—GENERAL MEETINGS AND ACCOUNTS 52
30. Annual general meeting 52
30A. Accounting records 56
30B. Accounts of prescribed associations 56
PART VII—AMALGAMATION 58
31. Amalgamation of incorporated associations 58
PART VIIA—TRANSFER OF INCORPORATION 61
31A. Definition 61
31AA. Voluntary transfer of incorporation 61
31AB. Direction to transfer incorporation 62
31AC. Notice to Registrar 63
31B. Validity of contracts 63
31C. Effect of transfer of incorporation 64
PART VIII—WINDING UP AND CANCELLATION 66
Division 1—Voluntary winding up 66
32. Definitions 66
33. Voluntary winding up 66
33A. Distribution of assets on voluntary winding up in accordance
with special resolution 67

33B. Distribution of assets on voluntary winding up without special
resolution relating to assets 69

ii

Section Page
33C. Certain assets not to be distributed on voluntary winding up 70
33D. Application to Supreme Court by persons aggrieved under a
voluntary winding up 70

33E. Distribution of assets of incorporated association subject
to trusts 70

Division 2—Winding up by the court 71
34. Winding up by the court 71
Division 3—Winding up on certificate of Registrar 72
35. Winding up on certificate of Registrar 72
36. Procedure before certification 73
36A. Review of certificate 74
36B. Procedure for winding up on certificate 74
36C. Costs of winding up 75
Division 4—Application of Corporations Legislation 75
36D. Declaration of applied Corporations legislation matter 75
Division 5—Cancellation of incorporation 79
36E. Cancellation of incorporation 79
36F. Vesting of property after cancellation 80
37. Reinstatement of cancelled association 82
PART VIIIA—POWERS OF INSPECTION 83
37A. Definition 83
37B. Repealed 83
37C. Inspector’s identity card 83
37D. Inspectors may require certain persons to appear, answer
questions and produce documents 84

37E. Inspector’s powers of entry 85
37F. Search warrant 86
37G. Announcement before entry 88
37H. Details of warrant to be given to occupier 88
37I. Seizure of documents or things not mentioned in the warrant 89
37J. Power of inspector to require information or documents 89
37K. Functions of inspectors in relation to relevant documents 90
37L. Offence—failing to comply with requirements of inspector 91
37M. Protection from incrimination 92
37N. Privilege 92
37O. Police aid for inspectors 93
37P. Report on investigation 93
37Q. Secrecy 93

iii

Section Page
PART IX—MISCELLANEOUS 95
38. Registrar of Incorpor ated Associations 95
38A. Registrar may enter into arrangements or agreements 95
38B. Delegation by Minister 95
39. Register 95
39A. Corrections of register 97
39B. Restriction of personal information 97
39C. Rights of review 98
40. Inspection of register 99
40A. Duplicate certificate of incorporation 99
41. Notice of register etc. 99
42. Authority of public officer etc. 100
43. Translation of instruments 100
44. Evidentiary provisions 101
45. Payment of fees on lodging documents 102
45A. Method of lodgment 102
45B. Approval of special lodging arrangements 103
45C. Signatures 105
45D. Waiver or refund of fees 105
46. Incorrect etc. documents lodged with Registrar 106
47. Copies or extracts of records to be admitted in evidence 107
48. Service of documents 107
49. False or misleading statements 107
49A. Retention of documents 109
50. Penalties 109
50A. Continuing offences 110
50B. Penalty notices 112
50C. Application of Fair Trading Act 1999 116
51. Incorporated association not to trade etc. 117
52. Offence for using certain names 119
53. Incorporated association excluded from Corporations
legislation 119

53A. Exemption from stamp duty 120
54. Regulations 120
55. Transitional provisions 123
PART X—Repealed 123
__________________
SCHEDULE—Matters to be Provided for in the Rules of an
Incorporated Association 125

ÍÍÍÍÍÍÍÍÍÍÍÍÍÍÍ

iv

Section Page
ENDNOTES 127
1. General Information 127
2. Table of Amendments 128
3. Explanatory Details 131

v

Version No. 063
Associations Incorporation Act 1981
Act No. 9713/1981
Version incorporating amendments as at 12 December 2005

An Act to make Provision for the Incorporation of certain Associations, for the Regulat ion of certain Affairs of
Incorporated Associations, to amend the Evidence Act 1958 and
for other purposes.
BE IT ENACTED by the Queen’s Most Excellent Majesty by
and with the advice and consent of the Legislative Council
and the Legislative Assembly of Victoria in this present
Parliament assembled and by the authority of the same as
follows (that is to say):
PART I—PRELIMINARY
1. Short title and commencement
(1) This Act may be cited as the Associations
Incorporation Act 1981 .
(2) This Act shall come into operation on a day to be
fixed by proclamation of the Governor in Council
published in the G overnment Gazette.
* * * * * S. 2
repealed by
No. 69/1987
s. 13(1).

3. Definitions

1

Part I—Preliminary

Associations Incorporation Act 1981
Act No. 9713/1981
s. 3

(1) In this Act, unless inconsistent with the context or subject-matter—
“accounting records” include— S. 3(1) def. of
“accounting
records”
inserted by
No. 57/1997
s. 4(1).
(a) invoices, receipts, orders for the
payment of money, bills of exchange,
cheques, promissory notes, vouchers
and other documents of prime entry;
and
(b) documents and records that record
those entries; and
(c) any working papers and other
documents that are necessary to explain
the methods and calculations by which
accounts are made up;
“accounts” means— S. 3(1) def. of
“accounts”
inserted by
No. 57/1997
s. 4(1).
(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—

2

Part I—Preliminary

Associations Incorporation Act 1981
Act No. 9713/1981
s. 3

together with any statements, reports and
notes, other than auditors’ reports, that are
attached to and intended to be read with the
account, statement or balance sheet, as the
case may be;
* * * * * S. 3(1) def. of
“Administra-
tive Appeals
Tribunal”
inserted by
No. 57/1997
s. 4(1),
repealed by
No. 101/1998
s. 24(1)(a).

“association” means an association, society,
club, institution or body formed or carried
on for any lawful purpose and that has not
less than five members; S. 3(1) def. of
“association”
amended by
No. 10236
s. 7(2)(a).
* * * * * S. 3(1) def. of
“books”
repealed by
No. 57/1997
s. 4(2).

“committee” in relation to an association or
incorporated association means the
committee of, or other body having the
management of, the association or
incorporated association;
“CPA Australia” means CPA Australia
A.C.N. 008 392 452; S. 3(1) def. of
“CPA
Australia”
inserted by
No. 8/2003
s. 3(a).

3

Part I—Preliminary

Associations Incorporation Act 1981
Act No. 9713/1981
s. 3

“financial year” in relation to an incorporated
association means—
(a) a period of twelve months, or such
other period (whether longer or shorter
than twelve months) not exceeding
eighteen months as the incorporated
association resolves, commencing on
the date of incorporation of the
association; and
(b) each period of twelve months, or such
other period (whether longer or shorter
than twelve months) not exceeding
eighteen months as the incorporated
association resolves, commencing at
the expiration of the previous financial
year of the incorporated association;
“incorporated association” means an association
that is incorporated under this Act;
“inspector” means an inspect or appointed under
the Fair Trading Act 1999 ; S. 3(1) def. of
“inspector”
inserted by
No. 17/1999
s. 21(1).

“land” includes an estate or interest in land;
“machine copy”, in relation to a document,
means a copy made of the document by any
machine in which or process by which an
image of the contents of the document is
reproduced from surface contact with the
document or by the use of photo-sensitive
material other than transparent photographic
film;
“model rules” means the rules prescribed under
section 54;

4

Part I—Preliminary

Associations Incorporation Act 1981
Act No. 9713/1981
s. 3

“personal information” has the same meaning
as in section 3 of the Information Privacy
Act 2000 ; S. 3(1) def. of
“personal
information”
inserted by
No. 8/2003
s. 3(a).

“prescribed” means prescribed by this Act or
the regulations;
“prescribed association” means an incorporated association— S. 3(1) def. of
“prescribed
association”
inserted by
No. 57/1997
s. 4(1).
(a) that has gross receipts in that
association’s previous financial year
in excess of $200 000 or such other
amount as is prescribed by regulation;
or
(b) that has gross assets in excess of
$500 000 or such other amount as is
prescribed by regulation; or
(c) that is prescribed or of a class
prescribed by regulation;
“property” includes real and personal property
and any estate or interest in any real or
personal property;
“public officer” in relation to an incorporated
association means the person who is for the
time being the public officer of the
incorporated association under Part V;
“Registrar” means the Registrar of Incorporated Associations and includes any Deputy or
Assistant Registrar of Incorporated
Associations;
“relevant documents” means records or other
documents, however compiled, recorded or
stored, that relate to the incorporation and
management of an incorporated
association, including membership records,
accounts, accounting records and documents S. 3(1) def. of
“relevant
documents”
inserted by
No. 57/1997
s. 4(1).

5

Part I—Preliminary

Associations Incorporation Act 1981
Act No. 9713/1981
s. 3

relating to transactions , dealings, business or
property of the association;
“reproduction” in relation to a document, means a machine copy of the document or a print
made from a negative of the document or an
electronic copy of the document; S. 3(1) def. of
“repro-
duction”
amended by
No. 8/2003
s. 3(b).
“special resolution” means a resolution of an
incorporated association passed in
accordance with section 29;
“transparency” in relation to a document,
means—
(a) a developed negative or positive
photograph of that document (in this
definition referred to as an “original
photograph”) made, on a transparent
base, by means of light reflected from,
or transmitted through, the document;
(b) a copy of an original photograph made
by the use of photo-sensitive material
(being photo-sensitiv e material on a
transparent base) placed in surface
contact with the original photograph; or
(c) any one of a series of copies of an
original photograph, the first of the
series being made by the use of photo-
sensitive material (being photo-
sensitive material on a transparent base)
placed in surface contact with a copy
referred to in paragraph (b), and each
succeeding copy in the series being
made, in the same manner, from any
preceding copy in the series;
“Tribunal” means Victorian Civil and
Administrative Tribuna l established by the
Victorian Civil and Administrative
Tribunal Act 1998 . S. 3(1) def. of
“Tribunal”
inserted by
No. 101/1998
s. 24(1)(b).

6

Part I—Preliminary

Associations Incorporation Act 1981
Act No. 9713/1981
s. 3

(2) For the purpose of this Act, an association or incorporated association shall not be deemed to
trade or to secure pecuniary profit for its members
or to be formed or carried on for the purpose of
trading or securing pecu niary profit for its
members by reason only of any one or more of the
following circumstances—
(a) that the association or incorporated
association itself makes a pecuniary profit,
unless that profit or any part of it is divided
among or received by the members or some
of them;
(b) that the association or incorporated
association buys or se lls or deals in or
provides goods or services where those
transactions are ancillary to the principal
purpose of the association or incorporated
association and, where the transactions are
with the public, the transactions—
(i) are not substantial in number or value
in relation to the other activities of the
association or incorp orated association;
or
(ii) consist of admission fees to displays,
exhibitions, contests , sporting fixtures
or other occasions organized for the
promotion of the purposes of the
association or incorp orated association;
(c) that the association or incorporated
association is established for the protection
or regulation of a trade, business, industry or
calling in which the members are engaged or
interested, if the associ ation or incorporated
association itself does no t engage or take part
in, or in any part or branch of, any such
trade, business, industry or calling;

7

Part I—Preliminary

Associations Incorporation Act 1981
Act No. 9713/1981
s. 3

(d) that the members of the association or
incorporated association are entitled to
divide its assets among them on its
dissolution;
(e) that any member of the association or
incorporated associa tion derives pecuniary
benefit from the association by way of bona
fide payment of remuneration;
(f) that any member of the association or
incorporated association derives from it any
pecuniary benefit to which he would be
entitled if he were not a member of the
association or incorp orated association;
(g) that the members of the association or
incorporated association compete for
trophies or prizes in co ntests directly related
to the purposes of the association or
incorporated association;
(h) that the members of the association or incorporated associa tion derive pecuniary
profit through enjoyment of facilities or
services provided by the association for
social, recreational, educational or other like
purposes; or S. 3(2)(h)
inserted by
No. 57/1997
s. 4(3).
(i) that the incorporated association makes any payment of pecuniary profit to a member
being another incorporated association
having the same or similar purpose as the
first incorporated association. S. 3(2)(i)
inserted by
No. 57/1997
s. 4(3).
_______________

8

Part II—Incorporation

Associations Incorporation Act 1981
Act No. 9713/1981
s. 4

PART II—INCORPORATION
4. Authority to apply for incorporation S. 4
amended by
No. 10236
s. 4(a).
(1) Where a majority of the members of an association—
(a) authorize a person who has attained the age
of 18 years and who is resident in the State
to incorporate the association under this
Act; S. 4(1)(a)
amended by
No. 73/1996
s. 6(1).
(b) approve a proposed statement of purposes of
the proposed incorporated association; and
(c) approve proposed rules of the proposed
incorporated association that comply with
section 6 or approve the adoption of the
model rules as the ru les of the proposed
incorporated association—
that person may make application to the Registrar
for the incorporation of the association and
perform all such acts and do all such things as
may be necessary for securing the incorporation of
the association under this Act, notwithstanding
anything to the contrary which may be contained
in the constitution or rules (if any) of the
association.
(2) A majority of the members of an association shall be deemed to have given the authority and
approvals referred to in sub-section (1) if, at a
meeting of the associati on of which not less than
21 days notice has been given to all members of
the association a majority of the votes cast at that
meeting, whether personally or, where proxies are
allowed, by proxy, are votes in favour of a motion
to give that authority and those approvals. S. 4(2)
inserted by
No. 10236
s. 4(b).

9

Part II—Incorporation

Associations Incorporation Act 1981
Act No. 9713/1981
s. 5

5. Application for incorporation S. 5
amended by
No. 35/2000
s. 3(b).
An application for the purposes of section 4 shall
be in the form approved by the Registrar and—
(a) shall state—
(i) the proposed name of the incorporated
association, being a name under which
an association may be incorporated in
accordance with section 12;
* * * * * S. 5(a)(ii)
repealed by
No. 8/2003
s. 4(a).

(ii) the place or places where the
association was form ed and is carried
on;
(iii) the name and addr ess in Victoria of the
applicant; and
(iv) such other partic ulars as are prescribed;
(b) shall be accompanied by a copy of the
statement of purposes of the proposed
incorporated associa tion that has been
approved by the association; S. 5(b)
amended by
No. 8/2003
s. 4(b).
(c) shall be accompanied by— S. 5(c)
substituted by
No. 10236
s. 8(1)(a).
(i) a copy of the proposed rules of the
proposed incorporated association,
being rules that comply with section 6
and have been approved by the
association;
(ii) a statement that the association has
approved the adoption of the model
rules as the rules of the proposed
incorporated association; or

10

Part II—Incorporation

Associations Incorporation Act 1981
Act No. 9713/1981
s. 6

(iii) a statement that the association has
approved the adoption of the model
rules as the rules of the proposed
incorporated association with the
changes specified in the statement;
(d) shall be accompanied by particulars of any
trusts relating to the association and a copy
of any deed or other instrument creating or
embodying those trusts;
(e) shall include a statement from the applicant
certifying that— S. 5(e)
amended by
Nos 10236
s. 8(1)(b),
35/2000
s. 3(a),
substituted by
No. 8/2003
s. 4(c).
(i) the applicant has the authority under
section 4 to make the application on
behalf of the association; and
(ii) the particulars contained in the
application are true and correct; and
(iii) copies of any documents accompanying
the application are true copies of those
documents; and
(f) shall be accompanied by the prescribed fee.
6. Rules of association
The rules of an incorporated association or
proposed incorporated association comply with
this section if—
(a) they make provision, subject to and in
accordance with this Act, whether by the
adoption of the model rules or otherwise,
for—
(i) the several matters that are specified in
the Schedule; and
(ii) such other matters (if any) as are
prescribed; and

11

Part II—Incorporation

Associations Incorporation Act 1981
Act No. 9713/1981
s. 7

(b) they are divided into paragraphs which are
designated by letters in alphabetical order or
are numbered consecutively.
7. Certificate of incorporation S. 7
substituted by
No. 57/1997
s. 5.

(1) Subject to sub-section (2), if an application is
made in accordance with section 5, the Registrar
must grant a certificate of incorporation of the
association in the form approved by the Registrar
and containing the prescribed particulars. S. 7(1)
amended by
No. 35/2000
s. 3(c).
(2) The Registrar may refuse to incorporate an association or proposed association if the
Registrar is satisfied that incorporation of the
association or proposed a ssociation under this Act
would be inappropriate or inconvenient—
(a) by reason of the Registrar’s assessment of—
(i) the likely scale or nature of the
activities of the association or proposed
association; or
(ii) the likely value or nature of the
property of the association or proposed
association; or
(iii) the extent or nature of the dealings
which the association or proposed
association has, or is likely to have,
with the public; or
(b) for any other prescribed reason.
(3) The Registrar must notify the applicant in writing
of a decision to refuse to grant a certificate of
incorporation and the reasons for that refusal.

12

Part II—Incorporation

Associations Incorporation Act 1981
Act No. 9713/1981
s. 8

(4) The person who made the application to the Registrar under section 5 may within 28 days
after receiving notice of a decision of the
Registrar to refuse to grant a certificate of
incorporation apply to th e Tribunal for review of
the decision. S. 7(4)
amended by
No. 101/1998
s. 24(2)(a).
8. Vesting of property
(1) Upon the granting of a ce rtificate of incorporation
of an association, all property held by a person on
trust or otherwise for or on behalf of the
association or for any of its purposes is, subject to
this section, vested in the incorporated
association.
(2) Where property vests in an incorporated association under this section—
(a) the incorporated association shall not, except
as provided by this Act, deal with the
property contrary to the provisions of any
trust affecting the property immediately
before the incorporation of the association;
(b) the persons who immediately before the
property was so vested held the property on
trust are not, after the property has been
delivered or transferred to the incorporated
association, liable or accountable for the
property and are not bound to see to the
application, distributi on or appropriation of
the property; and
(c) the property is so vested subject to any
restriction, limitation, mortgage, charge,
encumbrance, lien, lease, covenant,
contract or liability to which the property
was subject immediately before it was so
vested. S. 8(2)(c)
amended by
No. 10236
s. 8(1)(c).

13

Part II—Incorporation

Associations Incorporation Act 1981
Act No. 9713/1981
s. 9

(3) The receipt of the public officer of an incorporated association is sufficient discharge to
a trustee delivering or tr ansferring property to the
incorporated association under this section as to
the property delivered or transferred.
9. Application for making of recordings in the Register
(1) Where— S. 9(1)
amended by
No. 18/1989
s. 13(Sch. 2
item 5(a)).
(a) land under the operation of the Transfer of
Land Act 1958 vests in an incorporated
association by reason of the operation of
section 8(1) of this Act; and
(b) the registered proprietor has not executed an
instrument as directed by section 59 of the
Transfer of Land Act 1958 giving effect to
that vesting—
the incorporated association may make an
application in the prescribed form to the Registrar
for the making of any recordings in the Register
that are necessary or expe dient in consequence of
the vesting of land in the incorporated association.
(2) An application under sub-section (1) shall be
accompanied by—
(a) the certificate of , or other evidence of,
incorporation of the incorporated
association;
(b) a declaration by the public officer of the
incorporated association to the effect that the
land is held in trust for or on behalf of the
incorporated associati on or for any of its
purposes;
(c) the certificate of title; and S. 9(2)(c)
substituted by
No. 18/1989
s. 13(Sch. 2
item 5(b)).

14

Part II—Incorporation

Associations Incorporation Act 1981
Act No. 9713/1981
s. 9

(d) the prescribed fee.
(3) If— S. 9(3)
amended by
Nos 69/1987
s. 4, 18/1989
s. 13(Sch. 2
item 5(c)),
substituted by
No. 85/1998
s. 24(Sch.
item 5).
(a) land that is not under the Transfer of
Land Act 1958 vests in an incorporated
association by reason of the operation of
section 8(1) of this Act; and
(b) the person who, immediately before the
land so vested, held the land has not
executed a conveyance of that land to the
incorporated association—
the incorporated association may make an
application under Part II of the Transfer of Land
Act 1958 to bring the land under that Act by the
creation of a folio of the Register in respect of the
land and that Part applies to an application under
that Part except to the extent that this section
provides for matters in that Part.
(4) An application under su b-section (3) for bringing
land under the operation of the Transfer of Land
Act 1958 shall be accompanied by—
(a) the certificate of , or other evidence of,
incorporation of the incorporated
association;
(b) a declaration by the public officer of the
incorporated association to the effect that the
land is held in trust for or on behalf of the
incorporated associati on or for any of its
purposes;
(c) any documents or evidences of title to the
land that are in the possession or under the
control of the incorporated association; and
(d) the prescribed fee.

15

Part II—Incorporation

Associations Incorporation Act 1981
Act No. 9713/1981
s. 9

(5) Where an application is made under sub-section
(1) or (3) to the Regist rar, the Registrar shall
cause notice of the application to be given—
(a) by publication at least once in a newspaper
circulating generally in the State; and
(b) personally or by post to each person who
appears from the Register to be affected by
the application. S. 9(5)(b)
amended by
No. 18/1989
s. 13(Sch. 2
item 5(d)).

(6) A notice under this section shall specify a time (being not less than 30 da ys) after the expiration
of which the Registrar may, unless a caveat is
lodged forbidding such action, make the
recordings referred to in sub-section (1) or bring
the land under the operation of the Transfer of
Land Act 1958 as the case may be. S. 9(6)
amended by
No. 18/1989
s. 13(Sch. 2
item 5(e)).
(7) A person claiming any estate or interest in the
land to which an applicat ion under sub-section (1)
or (3) relates may, before the making of the
recordings referred to in sub-section (1) or the
creation of the folio of the Register, as the case
may be, lodge a caveat with the Registrar in the
form or to the effect of the prescribed form
forbidding the making of the recordings or the
bringing of the land under the Transfer of Land
Act 1958 . S. 9(7)
amended by
No. 18/1989
s. 13(Sch. 2
item 5(f)(i)(ii)).
(8) The Registrar upon lodgment of a caveat under
sub-section (7) shall notify the applicant of the
caveat and shall not proceed with the application
until the caveat has been withdrawn or has lapsed
as provided in sub-section (10) or until a judgment
or order in the matter has been obtained from the
Supreme Court.

16

Part II—Incorporation

Associations Incorporation Act 1981
Act No. 9713/1981
s. 9

(9) The applicant may, if he thinks fit, summon the caveator to attend before the Supreme Court to
show cause why any caveat lodged under sub-
section (7) should not be removed and the
Supreme Court may make such order in the matter
either ex parte or otherwise and as to costs as the
Supreme Court thinks fit.
(10) After the expirati on of 30 days after the
lodgment of a caveat, the caveat shall be
deemed to have lapsed unless the caveator has
within that time commenced proceedings in a
court of competent jurisdiction to establish his
title to the estate or interest specified in the caveat
and has given written notice thereof to the
Registrar or has obtai ned and served on the
Registrar an injunction or order of the Supreme
Court restraining him from making the recordings
referred to in sub-section (1) or bringing the land
under the Transfer of Land Act 1958 . S. 9(10)
amended by
No. 18/1989
s. 13(Sch. 2
item 5(g)).
(11) A caveat shall not be renewed by or on behalf of
the same person in respect of the same estate or
interest.
(12) In this section “Registrar” means the Registrar of
Titles under the Transfer of Land Act 1958 and
includes any Deputy Registrar of Titles and any
Assistant Registrar of Titles.
(13) Subject to this Act, the Transfer of Land Act 1958 applies to an application made under this
section and so applies as if the application were an
instrument within the meaning of that Act.

17

Part II—Incorporation

Associations Incorporation Act 1981
Act No. 9713/1981
s. 10

10. Application to bring co mpanies etc. under this Act
(1) A company limited by guarantee within the
meaning of the Corporations Act that is taken to
be registered in Victoria or a co-operative, society,
association, institution or body formed, or
incorporated or registered under the
Co-operatives Act 1996 or the Industrial and
Provident Societies Act 1958 or any Act relating
to the incorporation, form ation or registration of
co-operatives, societies, associations, institutions
or bodies (whether before or after the
commencement of this Act) may apply for
incorporation under this Act if— S. 10(1)
amended by
Nos 9761
s. 3,14/1995
ss 4, 5,
84/1996
s. 467(Sch. 6
item 3.1),
57/1997
s. 6(4)(a)(b),
44/2001
s. 3(Sch.
item 7.1).
(a) the company, co-operative, society,
association, institution or body has— S. 10(1)(a)
amended by
No. 57/1997
s. 6(4)(a).
(i) in the case of a company, passed a
special resolution approving the
application; or
(ii) in any other case, resolved in
accordance with its rules that the
application be made;
(b) the purposes of the company, co-operative,
society, association, institution or body are
purposes for which an incorporated
association may lawfully be carried on; and S. 10(1)(b)
amended by
No. 57/1997
s. 6(4)(a).
(c) the company, co-operative, society,
association, institution or body has rules that
comply with this Act or, upon incorporation
under this Act, that will so comply, whether
by reason of the adoption of new rules or the
model rules or the altera tion of its articles of
association or former rules. S. 10(1)(c)
amended by
No. 57/1997
s. 6(4)(a).

18

Part II—Incorporation

Associations Incorporation Act 1981
Act No. 9713/1981
s. 10

(2) A company, co-opera tive, society, association,
institution or body that intends to make an
application under sub-section (1) may,
notwithstanding anything to the contrary in any
other Act, make an alte ration of its articles of
association or rules, or adopt new rules or the
model rules, to have effect from the date on which
a certificate of incorporati on is granted to it under
this Act as if it were an incorporated association
and the articles or rules were the rules of an
incorporated association. S. 10(2)
amended by
No. 57/1997
s. 6(4)(a).
(3) An application by a company, co-operative, society, association, institution or body under
sub-section (1) shall be in the form approved by
the Registrar and— S. 10(3)
amended by
Nos 57/1997
s. 6(4)(a),
35/2000
s. 3(b).
(a) shall state—
(i) its proposed name upon incorporation,
being a name under which an
association may be incorporated in
accordance with section 12;
* * * * * S. 10(3)(a)(ii)
repealed by
No. 8/2003
s. 5.

(iii) the name and addr ess in Victoria of a
member who has attained the age of
18 years and who is resident in the
State and who has been nominated as
the first public officer of the proposed
incorporated association; S. 10(3)(a)(iii)
amended by
No. 73/1996
s. 6(1).
(b) shall be accompanied by— S. 10(3)(b)
amended by
No. 9940
s. 2(a)(b).
(i) its certificate of, or other document
evidencing its incorporation,
formation or registration;

19

Part II—Incorporation

Associations Incorporation Act 1981
Act No. 9713/1981
s. 10

(ii) a statement of purposes as proposed to
be in force upon its incorporation under
this Act;
(iii) a copy of its articles of association or
rules as proposed to be in force upon its
incorporation under this Act, being
rules that comply with section 6, or a
statement that its rules will be the
model rules or the model rules with the
changes specified in the statement; S. 10(3)(b)(iii)
substituted by
No. 10236
s. 8(1)(d).
(iiia) particulars of any trust relating to the
company, co-operative, society,
institution, association or body and a
copy of any deed or other instrument
creating or embodying those trusts; S. 10(3)(b)(iiia)
inserted by
No. 10236
s. 8(1)(e),
amended by
No. 57/1997
s. 6(4)(a).
(iv) the name, address and occupation of
each director, or member of its
committee or other governing body;
and
(v) the prescribed fee; and S. 10(3)(b)(v)
inserted by
No. 9940
s. 2(b).

(c) shall contain such ot her particulars (if any)
as are prescribed.
(3A) The person nominated as th e first public officer of
the proposed incorporated association may
perform all such acts and do all such things as
may be necessary for securing the incorporation of
the company, co-operative, society, association,
institution or body as an association under this
Act, despite anything to the contrary which may
be contained in the constitu tion or rules (if any) of
the company, co-operative, society, association,
institution or body. S. 10(3A)
inserted by
No. 57/1997
s. 6(1).

20

Part II—Incorporation

Associations Incorporation Act 1981
Act No. 9713/1981
s. 10

(4) Subject to sub-section (4 A), if an application is
made in accordance with this section, the
Registrar must— S. 10(4)
substituted by
No. 57/1997
s. 6(2).
(a) grant a certificate of incorporation under
this Act; and
(b) give notice of the gran t of the certificate of
incorporation—
(i) in the case of the incorporation of a company as an association, to the
Australian Securities
and Investments
Commission; and
S. 10(4)(b)(i)
amended by
No. 35/2000
s. 4.
(ii) in the case of the incorporation of a co- operative, society, association,
institution or other body, as an
association, to the Registrar or other
person having respons ibilities under an
Act in relation to the registration of the
co-operative, society, association,
institution or other body; and
(c) cause a notice of the grant of the certificate of incorporation to be published in the
Government Gazette.
(4A) The Registrar may refuse to incorporate a company, co-operative, society, association,
institution or body under this Act if the Registrar
is satisfied— S. 10(4A)
inserted by
No. 57/1997
s. 6(2).
(a) that the company, co-operative, society,
association, instituti on or body is carried on
for the purpose of trading or securing
pecuniary profit for its members; or
(b) that that incorporation would be
inappropriate or inc onvenient by reason of
the Registrar’s assessment of—
(i) the likely scale or nature of the
activities of proposed association; or

21

Part II—Incorporation

Associations Incorporation Act 1981
Act No. 9713/1981
s. 10

(ii) the likely value or nature of the
property of the proposed association; or
(iii) the extent or nature of the dealings
which the proposed a ssociation is likely
to have with the public; or
(c) that any other prescribed reason for refusal
exists.
(4B) The Registrar must notify the applicant in writing of a decision to refuse to grant a certificate of
incorporation and the reasons for that refusal. S. 10(4B)
inserted by
No. 57/1997
s. 6(2).
(4C) The person who made the application to the
Registrar under this section may within 28 days
after receiving notice of a decision of the
Registrar to refuse to grant a certificate of
incorporation apply to th e Tribunal for review of
the decision. S. 10(4C)
inserted by
No. 57/1997
s. 6(2),
amended by
No. 101/1998
s. 24(2)(a).
(5) The incorporation of a company, co-operative, society, association, instit ution or body under this
section does not affect the identity of the
company, co-operative, society, association,
institution or body which shall be deemed to be
the same body before and after the incorporation
and no act, matter or thing shall be affected or
abated by the incorporation and, in particular, any
right or claim subsisting by or against the
company, co-operative, society, association,
institution or body immediately before its
incorporation under this s ection may be continued
by or against the incorpor ated association in its
former name or commenced by or against the
incorporated associati on in the name of the
incorporated association. S. 10(5)
amended by
No. 57/1997
s. 6(4)(a).

22

Part II—Incorporation

Associations Incorporation Act 1981
Act No. 9713/1981
s. 11

(6) Section 3(2) applies for the purposes of the interpretation of the reference in sub-section
(4A) to trading or securing pecuniary profit as if
a reference in section 3(2) to an association were
a reference to a company, co-operative, society,
association, institution or body. S. 10(6)
amended by
No. 57/1997
s. 6(3)(4)(a).
(7) Sections 8 and 9 a pply upon the granting of a
certificate of incorporation under this section of
a co-operative, society, association, institution
or body that immediately before the issue of that
certificate was not a body corporate as if a
reference in those sections to an association were
a reference to the co-operative, society,
association, institution or body. S. 10(7)
amended by
No. 57/1997
s. 6(4)(a).
(8) A reference in this section to a company, co- operative, society, asso ciation, institution or
body does not include a reference to a trade
union registered under the Trade Unions Act
1958. S. 10(8)
amended by
No. 57/1997
s. 6(4)(a).
11. Incorporation of company etc.
(1) Upon the incorporation of a company, co- operative, society, asso ciation, institution or
body, under section 10— S. 11(1)
amended by
No. 57/1997
s. 6(4)(a).
(a) the company, co-operative, society,
association, institution or body shall be
dissolved and none of the provisions of the
Companies Act 1961 the Corporations
Law of Victoria
1, the Co-operatives Act
1996 or the Industrial and Provident
Societies Act 1958 or other Acts relating
to its incorporation, fo rmation or registration,
as the case may be, shall, after its
incorporation under that section, apply to the
company, co-operative, society, association,
institution or body;
S. 11(1)(a)
amended by
Nos 9761
s. 3, 14/1995
ss 4, 5,
84/1996
s. 467(Sch. 6
item 3.2),
57/1997
s. 6(4)(a).

23

Part II—Incorporation

Associations Incorporation Act 1981
Act No. 9713/1981
s. 11

(b) the Commissioner for Corporate Affairs,
Registrar or other person having
responsibility for the registration of the
company, co-operative, society, association,
institution or body under another Act, may
cancel that registration; and S. 11(1)(b)
amended by
No. 57/1997
s. 6(4)(a).
(c) the property of the company, co-operative,
society, association, inst itution or body vests
in the incorporated a ssociation subject to— S. 11(1)(c)
amended by
No. 57/1997
s. 6(4)(a).
(i) any trust; and
(ii) any restricti on, limitation, mortgage,
charge, encumbrance, lien, lease,
covenant, contract or liability— S. 11(1)(c)(ii)
amended by
No. 10236
s. 8(1)(f).
to which the property was subject
immediately before it so vested.
(2) Nothing in this section affects the operation in relation to an incorporat ed association of the
provisions of any other Act relating to the
registration under that other Act of persons or
bodies carrying on business of a particular kind or
engaging in other activitie s of a particular kind.
_______________

24

Part III—Names and Registered Addresses

Associations Incorporation Act 1981
Act No. 9713/1981
s. 12

PART III—NAMES AND REGISTERED ADDRESSES Pt 3 (Heading)
amended by
No. 57/1997
s. 7.

12. Name of association
(1) Except with the consent of the Minister, an association shall not be incorporated under a name
that is in the opinion of the Registrar undesirable
or is a name, or a name of a kind, that the Minister
has for the purposes of this Act directed the
Registrar not to accept for registration.
(2) An incorporated association shall have the word “Incorporated” as the la st word in its name,
whether or not within brackets.
(3) The description of an incorporated association shall not be deemed to be inadequate or incorrect
by reason only of the use of the abbreviation
“Inc.” in place of the word “Incorporated”.
12A. Name to appear on business documents S. 12A
inserted by
No. 57/1997
s. 8.
(1) The name of an incorporated association must appear in legible characters—
(a) on its common seal (if any) ; and S. 12A(1)(a)
amended by
No. 8/2003
s. 7(a).

(b) in all notices, advertisements and other official publications of the incorporated
association; and
(c) in all its business documents.

25

Part III—Names and Registered Addresses

Associations Incorporation Act 1981
Act No. 9713/1981
s. 13

(2) The registration number of an incorporated association specified in its certificate of
incorporation must appear in legible characters—
(a) in all notices, advertisements and other official publications of the incorporated
association; and
(b) in all its business documents.
(3) If sub-section (1) or (2) is contravened, the
incorporated association is guilty of an offence
and liable to a penalty not exceeding 5 penalty
units.
(4) In this section “business document” in relation
to an incorporated asso ciation, means a document
that is issued, signed or endorsed by or on behalf
of the incorporated association and is—
(a) a business letter, statement of account, invoice or order for goods or services; or
(b) a bill of exchange, promissory note, cheque or other negotiable instrument; or
(c) a receipt or letter of credit issued by the incorporated association; or
(d) a document of a class prescribed as a class of business documents.
13. Change of name
(1) An incorporated association may by special resolution and with the a pproval of the Registrar
change its name.
(2) Where an incorporated association has passed a special resolution for the change of its name, the
public officer of the incorporated association may
make application to the Registrar for his approval
to the change of name.

26

Part III—Names and Registered Addresses

Associations Incorporation Act 1981
Act No. 9713/1981
s. 13

(3) An application under sub-section (2) shall be in the form approved by the Registrar and
containing the prescrib ed particulars and— S. 13(3)
amended by
No. 35/2000
s. 3(c).
(a) shall be made within the prescribed period
after the date of the meeting of the
incorporated association at which the special
resolution was passed;
* * * * * S. 13(3)(b)
repealed by
No. 10236
s. 8(1)(g).

(c) shall be accompanied by such verification of
the application as is prescribed; and
(d) shall be accompanied by the prescribed fee.
(4) Where an application is made under this section,
the Registrar shall not approve a change of name
of an incorporated asso ciation unless the proposed
new name is a name under which an association
could be incorporated under this Act.
(5) Where an application is made under this section
and the Registrar approves the change of name
of an incorporated a ssociation, the Registrar
shall issue a new certifi cate of incorporation. S. 13(5)
substituted by
No. 10236
s. 8(1)(h).
(5A) If the name of an incorporated association is a
name under which it ought not, by reason of
section 12(1), to have been incorporated or to
which by reason of section 13(4), it ought not to
have been changed, the Registrar may by notice in
writing given to the inco rporated association
direct it to change its name. S. 13(5A)
inserted by
No. 10236
s. 8(1)(h).
(5B) A notice to an incorporated association under sub-section (5
A) has effect as if it were a special
resolution of the inco rporated association.
S. 13(5B)
inserted by
No. 10236
s. 8(1)(h).

27

Part III—Names and Registered Addresses

Associations Incorporation Act 1981
Act No. 9713/1981
s. 13A

(6) A change of name of an incorporated association pursuant to this Act does not operate—
(a) to create a new legal entity;
(b) to prejudice or affect the identity of the body
corporate constituted by the incorporated
association or its c ontinuity as a body
corporate;
(c) to affect the pr operty, or the rights or
obligations, of the inco rporated association;
or
(d) to render defective any legal proceedings by
or against the incorporated association—
and any legal proceedings that might have been
continued or commenced by or against the
association by its former name may be continued
or commenced by or against it by its new name.
13A. Registered address of incorporated association S. 13A
inserted by
No. 57/1997
s. 9.
(1) An incorporated association must have a registered address which may be the address of
the public officer.
(2) An incorporated association that changes its registered address must no tify the Registrar in the
form approved by the Registrar no later than 14
days after that change. S. 13A(2)
substituted by
No. 8/2003
s. 6.
(3) If an incorporated association fails to comply with this section, the incorpor ated association and each
member of the committee of the incorporated
association is guilty of an offence and liable to a
penalty not exceeding 5 penalty units.
_______________

28

Part IV—Effects of Incorporation

Associations Incorporation Act 1981
Act No. 9713/1981
s. 14

PART IV—EFFECTS OF INCORPORATION
14. Interpretation
(1) On and from the date specified in a certificate of incorporation of an association granted under this
Act, but subject to this Act and the rules of the
incorporated association—
(a) in the case of a certificate granted under
section 7, the persons who were the members
of the association imme diately before that
date;
(b) in the case of a certificate granted under
section 10, the persons who were the
members of the company, society,
association, instituti on or body immediately
before that date; and
(c) in the case of a certificate granted under
section 31, the persons who were the
members of either of the incorporated
associations that made the application under
that section immediately before that date—
together with such other persons as from time to
time become members of the incorporated
association, are an incor porated association by the
name set out in the certificate.
(2) An incorporated association has perpetual succession, may have a common seal, has power
to acquire or hold (whether on trust or
absolutely) and dispose of property and is capable
of suing and being sued. S. 14(2)
amended by
No. 8/2003
s. 7(b).
14A. Rights of members under rules S. 14A
inserted by
No. 10236
s. 5.
(1) The rules of an incorporated association constitute the terms of a contract between the
incorporated association and its members for the
time being.

29

Part IV—Effects of Incorporation

Associations Incorporation Act 1981
Act No. 9713/1981
s. 14A

(2) The Magistrates’ Court may, on the application of an incorporated association, or a member of an
incorporated associati on, make an order— S. 14A(2)
amended by
No. 57/1997
s. 10.
(a) giving directions for the performance and
observance of the rules of the incorporated
association by any person who is under an
obligation to perform or observe those rules;
or
(b) declaring and enforcing the rights or
obligations of members of the incorporated
association between themselves or the rights
or obligations of the incorporated association
and any member between themselves.
(3) An order may be made under this section whether or not a right of a proprie tary nature is involved
and whether or not the applicant has an interest in
the property of the inco rporated association.
(4) The Magistrates’ Court may refuse to make an
order on the application or may make an order for
costs against a party, whether successful or not, if
it is of opinion that— S. 14A(4)
amended by
No. 57/1997
s. 10.
(a) the issue raised in the application is trivial;
(b) having regard to the importance of the issue,
the nature of the inco rporated association,
any other available method of resolving the
issue, the costs involved, lapse of time,
acquiescence or any other relevant
circumstance, it was unreasonable to make
the application; or
(c) the unreasonable or improper conduct of a
party has been responsible for the making of
the application, or has added to the cost of
the proceedings.

30

Part IV—Effects of Incorporation

Associations Incorporation Act 1981
Act No. 9713/1981
s. 14B

14B. Grievance procedure S. 14B
inserted by
No. 57/1997
s. 11.
(1) The rules of an incorporated association must set out a grievance procedure for dealing with
any dispute under the rules between—
(a) a member and another member; or
(b) a member and the in corporated association.
(2) A member may appoint any person to act on
behalf of the member in the grievance procedure.
(3) The grievance procedure must allow for natural justice to be applied.
15. Rights and liabilities of members
(1) Except as otherwise provided by this Act or the
rules of an incorporated association, a member
of the committee, the public officer or a member
of the incorporated a ssociation shall not, by
reason only of his being such a member or officer,
be liable to contribute to wards the payment of the
debts and liabilities of the incorporated
association or the costs, charges and expenses of
the winding up of the inco rporated association. S. 15(1)
amended by
No. 57/1997
s. 12.
(2) Except where otherwise expressly provided by
this Act or by its rules, membership of an
incorporated association shall not be deemed to
confer upon members any ri ght, title or interest,
whether legal or equitable, in the property of the
incorporated association.
16. Powers of incorporated association
(1) An incorporated association may, unless its statement of purposes or rules otherwise
provide—
(a) invest and deal with moneys of the
incorporated associa tion not immediately
required in such manner as is from time to
time thought fit;

31

Part IV—Effects of Incorporation

Associations Incorporation Act 1981
Act No. 9713/1981
s. 16

(b) raise or borrow money upon such terms and
in such manner as it thinks fit;
(c) secure the repayment of moneys so raised or
borrowed or the payment of a debt or
liability of the incorporated association by
giving mortgages, charges or securities upon
or over all or any of the property of the
incorporated association; and
(d) do all such other thi ngs as are incidental or
conducive to the attainment of the purposes
and the exercise of the powers of the
incorporated association.
(2) Subject to sub-secti on (3), an incorporated
association may, unless its statement of purposes
or rules otherw ise provide—
(a) act as trustee; and
(b) accept and hold upon trust real and personal
property.
(3) Notwithstanding sub-section (2), an incorporated association does not have power as trustee of a
trust to do any act or th ing that, if done by the
incorporated association otherwise than as trustee,
would contravene the provisi ons of this Act or the
statement of purposes or the rules of the
incorporated association.
(4) The public officer of an incorporated association
shall, within fourteen days after the incorporated
association becomes a trustee of a trust, lodge
with the Registrar particulars of the trust and a
copy of any deed or other instrument creating or
embodying that trust. S. 16(4)
amended by
Nos 10236
s. 8(1)(i),
57/1997 s. 13.

32

Part IV—Effects of Incorporation

Associations Incorporation Act 1981
Act No. 9713/1981
s. 17

17. Ultra vires transactions
(1) No act of an incorporated association (including the entering into of an agreement by the
incorporated association), and no conveyance or
transfer of property to or by an incorporated
association is invalid by reason only of the fact
that the incorporated association was without
capacity or power to do th e act or to execute or
take the conveyance or transfer.
(2) Any such lack of capacity or power may be asserted or relied upon only in—
(a) proceedings against the incorporated
association by a member of the incorporated
association to restrain the doing of any act or
acts or the conveyance or transfer of any
property to or by the incorporated
association;
(b) proceedings by the incorporated association,
or by a member of the incorporated
association, against the present or a former
public officer of the association; or
(c) an application by the Registrar to wind up
the incorporated association.
(3) If the unauthorized act, conveyance or transfer sought to be restrained in any proceedings under
paragraph (a) of sub-secti on (2) is being, or is to
be, performed or made pursuant to any contract to
which the incorporated a ssociation is a party, the
court in which the proceedings are brought may, if
all the parties to the cont ract are parties to the
proceedings and if the court deems it to be just
and equitable, set aside and restrain the
performance of the contract and may allow to the
incorporated association or to the other parties to
the contract (as the case requires) compensation
for the loss or damage sustained by either of them

33

Part IV—Effects of Incorporation

Associations Incorporation Act 1981
Act No. 9713/1981
s. 18

that may result from the action of the court in
setting aside and restrain ing the performance of
the contract, but anticipate d profits to be derived
from the performance of the contract shall not be
awarded by the court as a loss or damage
sustained.
18. Disposal of trust property
(1) In any case where property is held by an incorporated associati on upon trust and the trust
has come wholly or partly to an end then,
notwithstanding that the deed or other instrument
creating or embodying the trus t or the rules of the
incorporated association do not contain any power
to dispose of the property or forbid the disposal of
the property, the public offi cer of the incorporated
association may, with the authority of the
committee of the incorporated association, apply
to the Minister for authority to dispose of the
whole or part of the property. S. 18(1)
amended by
No. 46/1998
s. 7(Sch. 1) (as
amended by
No. 12/1999
s. 3(Sch. 1
item 4)).
(2) Where an application is made under sub-section
(1), the Minister may, in any case in which he
thinks it proper so to do, by writing under his
hand— S. 18(2)
amended by
No. 46/1998
s. 7(Sch. 1) (as
amended by
No. 12/1999
s. 3(Sch. 1
item 4)).
(a) authorize the disposal of the property or part
of the property specified by him; and
(b) direct the manner in which the proceeds
arising from the dispos al of the property or
part shall be dealt with.
(3) Upon the grant and in pursuance of the authority or direction of the Minist er under sub-section (2),
it shall be lawful for an incorporated association
to dispose of property or part of property, free
from any trusts and to deal with the proceeds
arising from the disposal. S. 18(3)
amended by
No. 46/1998
s. 7(Sch. 1) (as
amended by
No. 12/1999
s. 3(Sch. 1
item 4)).

34

Part IV—Effects of Incorporation

Associations Incorporation Act 1981
Act No. 9713/1981
s. 19

19. Confirmation of contracts and authentication and execution of documents
(1) In so far as the formalities of making, varying or discharging a contract are concerned, a person
acting under the express or implied authority of an
incorporated association may make, vary or
discharge a contract in the name of or on behalf of
the incorporated association in the same manner
as if that contract were made, varied or discharged
by a natural person.
(2) The making, variation or discharging of a contract
in accordance with sub-section (1) is effectual in
law and binds the incorporated association and
other parties to the contract.
(3) A contract or other document executed or purporting to have been executed under the
common seal of an incorporated association is not
invalid by reason only that a person attesting the
affixing of the common seal was in any way,
whether directly or indirectly, interested in that
contract or other document or in the matter to
which that contract or other document relates.
(4) This section does not prevent an incorporated
association from making, varying or discharging a
contract under its common seal.
(5) This section does not a ffect the operation of a law
that requires some consent or sanction to be
obtained, or some procedur e to be complied with,
in relation to the making, va riation or discharge of
a contract.
(6) A document or proceeding requiring authentication by an incorporated association may
be authenticated by the signature of the public
officer of the incorporated association and need
not be authenticated under the common seal of the
incorporated association.

35

Part IV—Effects of Incorporation

Associations Incorporation Act 1981
Act No. 9713/1981
s. 20

(7) An incorporated association may, by writing under its common seal, empower a person, either
generally or in respect of a specified matter or
specified matters, as its agent or attorney to
execute deeds on its behalf, and a deed signed by
such an agent or attorney on behalf of the
incorporated association and under his seal binds
the incorporated association and has the same
effect as if it were under the common seal of the
incorporated association.
(8) The authority of an ag ent or attorney empowered
pursuant to sub-section (7), as between the
incorporated association a nd a person dealing with
him continues during the period (if any)
mentioned in the instrument conferring the
authority or, if no period is so mentioned, until
notice of the revocation or termination of his
authority has been given to the person dealing
with him.
20. Ratification of contracts made before incorporation of association
(1) In this section—
(a) a reference to a non-existent incorporated
association purporting to enter into a contract
shall be construed as a reference to—
(i) a person executing a contract in the
name of an incorporated association,
where no such incorporated association
exists; or
(ii) a person purporti ng to enter into a
contract as agent or trustee for a
proposed incorporated association;
(b) a reference to a person who purports to
execute a contract on be half of a non-existent
incorporated association shall be construed
as a reference to a person who executes a

36

Part IV—Effects of Incorporation

Associations Incorporation Act 1981
Act No. 9713/1981
s. 20

contract or purports to enter into a contract
as mentioned in sub-paragraph (i) or (ii) of
paragraph (a);
(c) a reference, in relation to the purported entry
into a contract by a non- existent incorporated
association, to the in corporation of the
association shall be construed as a reference
to—
(i) where a person has executed a contract
in the name of an incorporated
association and no such incorporated
association exists—the incorporation of
an association that, having regard to all
the circumstances, is reasonably
identifiable with the incorporated
association in the name of which the
person executed the contract; or
(ii) where a person has purported to enter
into a contract as agent or trustee for a
proposed incorporated association—the
incorporation of an association that,
having regard to all the circumstances,
is reasonably identifiable with the
proposed incorporated association.
(2) Where—
(a) a non-existent incorporated association
purports to enter into a contract; and
(b) the association is incorporated within a
reasonable time after the contract is
purported to be entered into—
the incorporated association may, within a
reasonable time after it is incorporated, ratify the
contract.

37

Part IV—Effects of Incorporation

Associations Incorporation Act 1981
Act No. 9713/1981
s. 20

(3) Where an incorporat ed association ratifies a
contract as provided by sub-section (2), the
incorporated associati on is bound by, and entitled
to the benefit of, that cont ract as if the association
had been incorporated before the contract was
entered into and had been party to that contract.
(4) Where a non-existent incorporated association
purports to enter into a contract and—
(a) the association is not incorporated within a
reasonable time after the contract is
purported to be entered into; or
(b) the association is incorporated within such a
reasonable time but does not ratify the
contract within a reasonable time after the
association is incorporated—
the other party or each of the other parties to the
contract may, subject to sub-sections (6) and (9),
recover from the person or any one or more of the
persons who purported to ex ecute the contract on
behalf of the non-existent incorporated association
an amount of damages equivalent to the amount of
damages for which that pa rty could have obtained
a judgment against the incorporated association
if—
(c) where the association has not been
incorporated as mentioned in
paragraph (a)—the association had been
incorporated and had rati fied the contract as
provided by sub-section (2); or
(d) where the association has been incorporated
as mentioned in paragraph (b)—the
incorporated association had ratified the
contract as provided by sub-section (2)—
and the contract had been discharged by reason of
a breach of the contract constituted by the refusal

38

Part IV—Effects of Incorporation

Associations Incorporation Act 1981
Act No. 9713/1981
s. 20

or failure of the incorporated association to
perform any obligations under the contract.
(5) Where—
(a) proceedings are brought to recover damages
under sub-section (4) in relation to a contract
purported to be entered into by a non-
existent incorporated association; and
(b) the association has been incorporated—
the court in which the proceedings are brought
may, if it thinks it just and equitable to do so,
make either or both of the following orders—
(c) an order directing the incorporated
association to transfer or pay to any party to
the contract who is named in the order, any
property, or an amount not exceeding the
value of any benefit, received by the
incorporated association as a result of the (c)
contract;
(d) an order that the incorporated association
pay the whole or a specified portion of any
damages that, in those proceedings, the
defendant has been, or is, found liable to pay.
(6) Where, in proceedings to recover damages under sub-section (4) in relatio n to a contract purported
to be entered into by a non-existent incorporated
association, the court in which the proceedings are
brought makes an order under paragraph (c) of
sub-section (5), the court may refuse to award any
damages in the proceedings or may award an
amount of damages that is less than the amount
that the court would have awarded if the order had
not been made.

39

Part IV—Effects of Incorporation

Associations Incorporation Act 1981
Act No. 9713/1981
s. 20

(7) Where—
(a) a non-existent incorporated association
purports to enter into a contract;
(b) the association is incorporated and ratifies
the contract as provided by sub-section (2);
(c) the contract is discharged by a breach of the
contract constituted by a refusal or failure of
the incorporated associat ion to perform all or
any of its obligations under the contract; and
(d) the other party or any one or more of the
other parties to the contract brings or bring
proceedings against the incorporated
association for damages for breach of the
contract—
the court in which the proceedings are brought
may, subject to sub-section (9), if it thinks it just
and equitable to do so, order the person or any one
or more of the persons who purported to execute
the contract on behalf of the incorporated
association to pay to the person or persons by
whom the proceedings are brought the whole or a
specified portion of any damages that the
incorporated associati on has been, or is, found
liable to pay to the person or persons by whom the
proceedings are brought.
(8) Where a person purports, whether alone or together with another person or other persons, to
execute a contract on be half of a non-existent
incorporated association, the other party to the
contract, or any of the othe r parties to the contract,
may, by writing signed by that party, consent to
the first-mentioned person being exempted from
any liability in relation to the contract.

40

Part IV—Effects of Incorporation

Associations Incorporation Act 1981
Act No. 9713/1981
s. 20

(9) Where a person has, as provided by sub- section (8), consented to another person being
exempted from liability in relation to a contract
that the other person pu rported to execute on
behalf of a non-existent incorporated
association—
(a) notwithstanding sub-section (4), that first-
mentioned person is no t entitled to recover
damages from that other person in relation to
that contract; and
(b) a court shall not, in proceedings under sub-
section (7), order that other person to pay to
the first-mentioned person any damages, or
any proportion of the damages, that the
incorporated association has been, or may
be, found liable to pay to that first-mentioned
person.
(10) If—
(a) a non-existent incorporated association
purports to enter into a contract;
(b) the association is incorporated; and
(c) the incorporated association and the other
party or other parties to the contract enter
into a contract in substitution for the first-
mentioned contract—
any liabilities to which the person who purported
to execute the first-mentioned contract on behalf
of the non-existent incor porated association is
subject under this section in relation to the
first-mentioned contract (including liabilities
under an order made by a court under this section)
are, by force of this sub-section, deemed to be
discharged.

41

Part IV—Effects of Incorporation

Associations Incorporation Act 1981
Act No. 9713/1981
s. 20

(11) Any rights or liabilities of a person under this section (including rights or liabilities under an
order made by a court u nder this section) in
relation to a contract ar e in substitution for any
rights that the person would have, or any liabilities
to which the person would be subject, as the case
may be, apart from this section, in relation to the
contract.
(12) Where—
(a) a person purports to en ter into a contract as
trustee for a proposed incorporated
association; and
(b) the association is incorporated within a
reasonable time after the person purports to
enter into the contract but does not ratify the
contract within a reasonable time after the
association is incorporated—
then, notwithstanding any rule of law or equity,
the trustee does not have any right of indemnity
against the incorporated a ssociation in respect of
the contract.
(13) For the purposes of this section, a contract may be
ratified by an incorporated association in the same
manner as a contract may be made by an
incorporated associati on under section 19 and the
provisions of section 19 have effect as if—
(a) the references in that section to making a
contract were refere nces to ratifying a
contract; and
(b) the reference in sub-section (3) of that
section to a contract executed, or purporting
to have been execu ted, under the common
seal of an incorporated association were a
reference to a contract ratified, or purporting
to have been ratified, under the common seal
of an incorporated association.

42

Part IV—Effects of Incorporation

Associations Incorporation Act 1981
Act No. 9713/1981
s. 21

21. Purposes and rules
(1) The purposes of an incorporated association are the purposes stated in the statement of purposes
that accompanied the application for its
incorporation under this Act as altered by the
incorporated association from time to time in
accordance with this Part.
(2) The rules of an incorporated association are—
(a) where the application for the incorporation
of the association was accompanied by a
copy of rules that comp lied with section 6—
those rules as altered by the incorporated
association from time to time in accordance
with this Part; and
(b) in any other case, th e model rules, so far as
applicable and as altered from time to time
by the incorporated association in
accordance with this Part.
(3) Where, in relation to any matter in relation to which the model rules make provision but the
rules of the incorporated association do not make
provision, the provision of the model rules shall,
in relation to that matter, be deemed to be
included in the rules of the incorporated
association.
(4) A purpose or rule of an incorporated association is
of no effect if it is inconsistent with this Act or
contrary to law.
22. Alteration of rules
(1) Subject to section 51, an incorporated association may, by special resolution, alter its
statement of purposes or its rules. S. 22(1)
amended by
No. 10236
s. 7(2)(b).

43

Part IV—Effects of Incorporation

Associations Incorporation Act 1981
Act No. 9713/1981
s. 22A

(2) An alteration of the stat ement of purposes or the
rules of an incorporated association does not take
effect unless and until it is approved by the
Registrar. S. 22(2)
substituted by
No. 57/1997
s. 14.
(3) An application for the approval of an alteration must— S. 22(3)
substituted by
No. 57/1997
s. 14.
(a) be made by the public officer; and
(b) be made in a form approved by the Registrar; and
(c) be accompanied by the prescribed fee; and
(d) be made within 28 days after the alteration was passed by special resolution; and
(e) give notice of the sp ecial resolution and set
out particulars of the alteration; and
(f) be accompanied by a declaration signed by at least 2 members of the committee of the
incorporated association to the effect that the
special resolution was passed in accordance
with the Act; and
(g) in the case of an alteration of the rules, be accompanied by a consolidated copy of the
rules of the incorporated association,
including the alteration.
(4) The Registrar must appr ove that alteration unless
the Registrar is satisfied that the alteration is
contrary to this Act or the regulations. S. 22(4)
substituted by
No. 57/1997
s. 14.
22A. Rules to be made available to members S. 22A
inserted by
No. 57/1997
s. 15.
An incorporated association must make a copy of
its rules available for inspection at any reasonable
time by a member at the request of that member.
_______________

44

Part V—Management

Associations Incorporation Act 1981
Act No. 9713/1981
s. 23

PART V—MANAGEMENT
23. First committee of in corporated association
Unless the rules of an incorporated association
otherwise provide, the first members of the
committee of the incorporated association are the
persons who were the members of the committee
of the association immediately before the
association was incorporated.
24. First public officer S. 24
substituted by
No. 8/2003
s. 8.
(1) The first public officer of an incorporated association is—
(a) the person upon w hose application the
association was incorporated; or
(b) if the application provides for a different
person, that person.
(2) A person cannot be the first public officer of an incorporated associa tion unless the person—
(a) consents to being named as the first public
officer; and
(b) has attained the age of 18 years; and
(c) is resident in the State.
25. Public officer
(1) Where the office of public officer of an
incorporated association at any time becomes
vacant, the committee of the incorporated
association shall, within fourteen days after the
vacancy arises, appoint a person to fill the
vacancy.
(2) A person is incapable of being appointed as a public officer of an in corporated association
unless—

45

Part V—Management

Associations Incorporation Act 1981
Act No. 9713/1981
s. 26

(a) he has attained the age of eighteen years; and S. 25(2)(a)
amended by
Nos 69/1987
s. 5(1),
73/1996
s. 6(2).

(b) he is resident in the State.
* * * * * S. 25(2A)
inserted by
No. 69/1987
s. 5(2),
repealed by
No. 73/1996
s. 6(3).

* * * * * S. 25(2B)
inserted by
No. 69/1987
s. 5(2),
repealed by
No. 73/1996
s. 6(3).

(3) The acts of a public officer are not invalid by
reason only of any defect that may be discovered
in his appointment or qualification.
26. Public officer may hold other offices
The public officer of an incorporated association
may, unless its rules othe rwise provide, hold any
other office in the incorporated association.
27. Removal of public officer and vacancy in office
(1) An incorporated association may remove a public officer from his office.
(2) The office of public officer of an incorporated association becomes vacant if the person holding
that office—
(a) dies;
(b) resigns his office by writing under his hand
addressed to the committee of the
incorporated association;

46

Part V—Management

Associations Incorporation Act 1981
Act No. 9713/1981
s. 28

(c) is removed from office;
(d) becomes bankrupt or applies to take or takes
advantage of any law relating to bankrupt or
insolvent debtors or compounds with his
creditors or makes an assignment of his
estate for their benefit;
(e) becomes of unsound mind or a person whose
person or estate is liable to be dealt with in
any way under the law relating to mental
health;
(f) ceases to be resident in this State. S. 27(2)(f)
amended by
No. 69/1987
s. 5(3)(a).

* * * * * S. 27(2)(g)
repealed by
No. 69/1987
s. 5(3)(b).

28. Address of public officer
(1) The public officer of an incorporated association
shall, within fourteen days after his
appointment, give notice in writing in the form
approved by the Registrar and containing the
prescribed particulars to the Registrar of his
appointment and of his full name and address in
Victoria, together with the prescribed fee (if
any). S. 28(1)
amended by
No. 35/2000
s. 3(c).
* * * * *
S. 28(2)
repealed by
No. 57/1997
s. 16.

29. Special resolution S. 29
amended by
No. 10236
s. 8(2)(a),
substituted by
No. 57/1997
s. 17.
(1) For the purpose of this Act a resolution of an incorporated association is a special resolution if
it is passed in accordance with this section.

47

Part V—Management

Associations Incorporation Act 1981
Act No. 9713/1981
s. 29

(2) A special resolution is passed at a meeting if—
(a) of the entitled members of the incorporated
association who vote in person or (if proxies
are allowed) by proxy at the meeting, not
less than three quarters vote in favour of the
resolution; and
(b) any additional requirem ents of the rules of
the incorporated association relating to the
passing of a special resolution have been
met.
(2A) If, in the opinion of the Registrar it is not practicable for a resoluti on to be passed in the
manner specified in sub-section (2)(a), the
resolution may be passed in a manner specified by
the Registrar. S. 29(2A)
inserted by
No. 8/2003
s. 9.
(2B) An incorporated association may apply to the Registrar for approval to pass a special resolution
otherwise than in the manner specified in sub-
section (2)(a). S. 29(2B)
inserted by
No. 8/2003
s. 9.
(3) A resolution is not to be considered to have been passed as a specia l resolution under sub-
section (2) unless not less than 21 days notice has
been given in accordance w ith the rules to all of
the entitled members of the incorporated
association specifying the intention to propose the
resolution as a sp ecial resolution.
(4) At any meeting at which a special resolution is
submitted, a declaration by the chairperson that
the resolution has been carried is conclusive proof
of the fact unless a poll is demanded.
(5) In this section “entitled member” means a
member of the incorporated association who is
entitled under the rules of the incorporated
association to vote.

48

Part V—Management

Associations Incorporation Act 1981
Act No. 9713/1981
s. 29A

29A. Duties of committee members
(1) A member or former member of the committee of an incorporated association must not
knowingly or recklessly make improper use of
information acquired by vi rtue of his or her
position in the incorporated association so as to
gain, directly or indirectly, any pecuniary benefit
or material advantage for himself or herself or any
other person, or so as to cause a detriment to the
incorporated association.
S. 29A
inserted by
No. 57/1997
s. 18.
Penalty: 60 penalty units.
(2) A member of the committee of an incorporated
association must not kn owingly or recklessly
make improper use of hi s or her position in the
incorporated association so as to gain, directly or
indirectly, any pecuniar y benefit or material
advantage for himself or herself or any other
person or so as to cause detriment to the
incorporated association.
Penalty: 60 penalty units.
(3) If a person is found guilty of an offence against
this section, the court, in addition to imposing any
penalty, may order the person to pay a sum
specified by the court to the incorporated
association as compensation.
(4) An order made under sub-section (3) must be taken to be a judgment debt due by the offender to
the incorporated association and payment of any
amount remaining unpaid under the order may be
enforced in the court by which it was made.
29B. Disclosure of interest S. 29B
inserted by
No. 57/1997
s. 18.
(1) A member of the committee of an incorporated association who has any direct or indirect
pecuniary interest in a contract, or proposed
contract, with the inco rporated association—

49

Part V—Management

Associations Incorporation Act 1981
Act No. 9713/1981
s. 29B

(a) must, as soon as he or she becomes aware of
his or her interest, disclose the nature and
extent of his or her in terest to the committee;
and
(b) must disclose the natu re and extent of his or
her interest in the cont ract in the statement
submitted under section 30(3) by the
incorporated association to its members at
the next annual general meeting of the
incorporated association.
Penalty: 10 penalty units.
(2) Sub-section (1) does no t apply in respect of a
pecuniary interest that exis ts only by virtue of the
fact—
(a) that the member of the committee is an
employee of the incorporated association; or
(b) that the member of the committee is a
member of a class of persons for whose
benefit the incorporated association is
established; or
(c) that the member of the committee has the
pecuniary interest in common with all or a
substantial proportion of the members of the
incorporated association.
(3) If a member of the committee of an incorporated association discloses a p ecuniary interest in a
contract, or proposed cont ract, in accordance with
this section, or his or her interest is not such as
need be disclosed under this section—
(a) the contract is not li able to be avoided by the
incorporated association on any 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.

50

Part V—Management

Associations Incorporation Act 1981
Act No. 9713/1981
s. 29C

29C. Voting on contract in which committee member has interest S. 29C
inserted by
No. 57/1997
s. 18.
(1) A member of the committee of an incorporated association who has any direct or indirect
pecuniary interest in a contract, or proposed
contract, with the incorporated association must
not take part in any decision of the committee
with respect to that contract but may, subject to
the provisions of this Part, take part in any
deliberations with respect to that contract.
Penalty: 10 penalty units.
(2) Sub-section (1) does no t apply in respect of a
pecuniary interest—
(a) that exists only by virtue of the fact that the
member of the committee is a member of a
class of persons fo r whose benefit the
incorporated associati on is established; or
(b) that the member of the committee has in
common with all or a substantial proportion
of the members of the incorporated
association.
_______________

51

Part VI—General Meetings and Accounts

Associations Incorporation Act 1981
Act No. 9713/1981
s. 30

PART VI—GENERAL MEETINGS AND ACCOUNTS
30. Annual general meeting
(1) An incorporated association shall, at least once in each calendar year, convene a general meeting, to
be called an annual general meeting, of its
members.
(2) An incorporated association may hold its first annual general meeting at any time within the
period of eighteen months after its incorporation.
(2A) The second and any subsequent annual general meeting must be held wi thin 5 months after the
end of the financial year of the incorporated
association. S. 30(2A)
inserted by
No. 57/1997
s. 19(1).
(3) At the annual general meeting of an incorporated association, the incorpor ated association shall
submit to its members a statement containing the
particulars of the following— S. 30(3)
amended by
No. 57/1997
s. 19(2).
(a) the income and expenditure of the
incorporated associa tion during its last
financial year;
(b) the assets and liabilities of the incorporated
association at the end of its last financial
year;
(c) the mortgages, charges and securities of any
description affecting an y of the property of
the incorporated association at the end of its
last financial year; and
(d) in respect of each trust of which the
incorporated associati on was trustee during a
period, being the whole or any part of the
last financial year of the incorporated
association— S. 30(3)(d)
amended by
No. 57/1997
s. 19(3).
(i) the income and expenditure of the trust
during that period;

52

Part VI—General Meetings and Accounts

Associations Incorporation Act 1981
Act No. 9713/1981
s. 30

(ii) the assets and liabilities of the trust
during that period; and
(iii) the mortgages, charges and securities of
any description affecting any of the
property of the trust at the end of that
period; and
(e) any trust, held on behalf of the incorporated association by a person or
body other than the incorporated
association, in which funds or assets of the
incorporated association are placed. S. 30(3)(e)
inserted by
No. 57/1997
s. 19(3).
(3A) The statements submitted under sub-section (3) must— S. 30(3A)
inserted by
No. 57/1997
s. 19(4).
(a) give a true and fair view of the financial
position of the incorporated association
during and at the end of its last financial
year; and
(b) in the case of a prescribed association, be
accompanied by the accounts audited in
accordance with section 30B.
(3B) At, or as soon as practicable after, the
conclusion of the annual general meeting of an
incorporated association a committee member
must certify, in the form approved by the
Registrar, that— S. 30(3B)
inserted by
No. 8/2003
s. 10(1).
(a) the committee member attended the annual
general meeting; and
(b) the statement referred to in sub-section (3)
was submitted to the members of the
incorporated association at the annual
general meeting.

53

Part VI—General Meetings and Accounts

Associations Incorporation Act 1981
Act No. 9713/1981
s. 30

(4) The public officer of an incorporated association
must, within one month after the date of the
annual general meeting of the incorporated
association or, if the annu al general meeting is not
held within the period within which it is required
by this section to be hel d, within one month after
the last day of that perio d, give to the Registrar a
statement in the form approved by the Registrar— S. 30(4)
substituted by
No. 69/1987
s. 6,
amended by
Nos 57/1997
s. 19(5)(b),
35/2000
s. 3(b).
(a) containing the particulars referred to in sub-
section (3) and any other prescribed
particulars; and S. 30(4)(a)
amended by
No. 35/2000
s. 3(d).
(aa) in the case of a prescribed association,
accompanied by a copy of the accounts
audited in accordance wi th section 30B and a
copy of the auditor’s report referred to in
section 30B(1A); and S. 30(4)(aa)
inserted by
No. 57/1997
s. 19(5)(a),
amended by
No. 8/2003
s. 10(2).
(b) if the meeting has been held, containing a
statement from the public officer that the
certificate referred to in sub-section (3B) has
been completed and signed by a committee
member who attended the annual general
meeting and that the cert ificate is being kept
by the incorporated association; and S. 30(4)(b)
substituted by
No. 8/2003
s. 10(3).
(c) if the meeting has been held, accompanied
by a statement of the terms of any resolution
passed at that meeting concerning that
statement; and
(d) accompanied by the prescribed fee (if any).
Penalty: 5 penalty units.
(4A) The incorporated association must keep the
statement referred to in sub-section (3) and the
certificate referred to in sub-section (3B) for at
least 7 years after the date of submission or
signature (as required). S. 30(4A)
inserted by
No. 8/2003
s. 10(4).
Penalty: 20 penalty units.

54

Part VI—General Meetings and Accounts

Associations Incorporation Act 1981
Act No. 9713/1981
s. 30

(5) The Registrar may, on the application of the public officer of an in corporated association
accompanied by the prescribed fee, in his
discretion, extend, or fu rther extend, the period
for holding a general meeting or giving a
statement under sub-section (4). S. 30(5)
amended by
No. 10236
s. 8(2)(b).
(6) An application for an extension under sub- section (5) may be made, and the power of the
Registrar under that sub-section may be
exercised, notwithstanding that the period sought
to be extended has expired. S. 30(6)
amended by
No. 10236
s. 8(2)(c).
(7) The Registrar may, by notice in writing given to an incorporated association, exempt the
incorporated association either generally or in
relation to a specified ye ar from complying with
the provisions of sub-section (4) and may, by
notice in writing under his hand given to an
incorporated associati on, revoke any general
exemption given under this sub-section to the
incorporated association.
(7A) An incorporated association must make available for inspection by its members a copy
of the trust deed of any trust referred to in a
statement under sub-section (3)(e). S. 30(7A)
inserted by
No. 57/1997
s. 19(6).
(8) Where an incorporated association fails to comply with the provisio ns of this section, the
incorporated association and each member of
the committee or other body having the
management of the incorporated association is
guilty of an offence and liable to a penalty not
exceeding 5 penalty units. S. 30(8)
amended by
Nos 10236
s. 8(2)(d),
57/1997
s. 19(7).

55

Part VI—General Meetings and Accounts

Associations Incorporation Act 1981
Act No. 9713/1981
s. 30A

30A. Accounting records S. 30A
inserted by
No. 57/1997
s. 20.
An incorporated association must maintain
adequate and accurate accounting records of the
financial transactions of the incorporated
association.
Penalty: 5 penalty units.
30B. Accounts of prescribed associations S. 30B
inserted by
No. 57/1997
s. 20.
(1) A prescribed associa tion must, after the end of
each financial year of the incorporated association
cause its accounts to be audited by—
(a) a registered company auditor; or
(b) a firm of registered company auditors; or
(c) a person who is a member of CPA Australia
or the Institute of Chartered Accountants in
Australia; or S. 30B(1)(c)
amended by
No. 8/2003
s. 11(1).
(d) any other person who is approved by the
Registrar as an auditor of the accounts of the
incorporated associati on for the purposes of
this section.
Penalty: 10 penalty units.
(1A) A person who audits the accounts of a prescribed
association must provide the association with a
written report of the audit. S. 30B(1A)
inserted by
No. 8/2003
s. 11(2).
(2) A person may not be appointed as auditor of the accounts of the incorporated association for the
purposes of this section if the person is—
(a) a member of the committee of the
incorporated association; or
(b) an employer or employee of a member of
that committee; or

56

Part VI—General Meetings and Accounts

Associations Incorporation Act 1981
Act No. 9713/1981
s. 30B

(c) a member of the same partnership as a
member of that committee; or
(d) an employee of the incorporated
association.
S. 30B(2A)
inserted by
No. 8/2003
s. 11(3).
(2A) The Registrar may grant approval to a suitably qualified person or class of suitably qualified
persons (other than a person referred to in sub-
section (2)) to audit the accounts of a prescribed
association or a class of prescribed associations.
(3) A prescribed association must keep all accounting
records of the incorporated association for a
period of 7 years after the completion of the
transactions to which they relate.
Penalty: 5 penalty units.
(4) An incorporated association may apply in writing
to the Registrar for an exemption from the
requirements of sub-section (1).
(5) The Registrar may grant the exemption subject to any conditions the Registrar thinks fit.
(6) The Registrar may at any time, by notice in writing, vary or revoke an exemption under this
section.
_______________

57

Part VII—Amalgamation

Associations Incorporation Act 1981
Act No. 9713/1981
s. 31

PART VII—AMALGAMATION
31. Amalgamation of incorporated associations
(1) Any two or more incorporated associations may apply to be incorporated as an amalgamated
incorporated association.
(2) An application shall not be made under sub-section (1) unless the terms of amalgamation and
the statement of purposes and the proposed rules
of the amalgamated incorporated association are
approved by a special reso lution of each of the
incorporated associations.
(3) An application under su b-section (1) may be made
by the public officers of the incorporated
associations in the form approved by the Registrar
and shall— S. 31(3)
amended by
No. 35/2000
s. 3(b).
(a) be accompanied by a copy of the proposed
statement of purposes of the incorporated
association to be formed by the
amalgamation;
(b) be accompanied by— S. 31(3)(b)
substituted by
No. 10236
s. 8(2)(e),
amended by
No. 69/1987
s. 13(2).
(i) a copy of the proposed rules of the
incorporated association to be formed
by the amalgamation, being rules that
comply with section 6 and have been
approved by the incorporated
associations;
(ii) a statement that the incorporated
associations have approved the
adoption of the model rules as the rules
of the incorporated association to be
formed by the amalgamation; or

(iii) a statement that the incorporated
associations have approved the
adoption of the model rules as the rules

58

Part VII—Amalgamation

Associations Incorporation Act 1981
Act No. 9713/1981
s. 31

of the incorporated association to be
formed by the amalgamation with the
changes specified in the statement;
(c) be accompanied by a notice in the form
approved by the Registrar and containing
the prescribed particul ars of the passing of
the special resolutions referred to in sub-
section (2); S. 31(3)(c)
amended by
No. 35/2000
s. 3(c).
(d) set out—
(i) the name of the incorporated
association to be formed by the
amalgamation, being a name under
which an association may be
incorporated in accordance with
section 12;
(ia) the name and address in Victoria of a
person who has attained the age of
18 years and who is resident in the
State and who has been nominated as
the first public officer of the
incorporated association to be formed
by the amalgamation; S. 31(3)(d)(ia)
inserted by
No. 10236
s. 8(2)(f),
amended by
No. 73/1996
s. 6(1).
* * * * * S. 31(3)(d)(ii)
repealed by
No. 8/2003
s. 12.

(iii) such other particulars as may be
prescribed; and
(e) be accompanied by the prescribed fee.
(4) If the Registrar is satisfied that each of the
incorporated associations making the application
has complied with the provisions of this Act and
of the regulations and that the proposed statement
of purposes and the proposed rules of the
incorporated associati on to be formed by the S. 31(4)
substituted by
No. 10236
s. 8(2)(g).

59

Part VII—Amalgamation

Associations Incorporation Act 1981
Act No. 9713/1981
s. 31

amalgamation are not contra ry to this Act or the
regulations, the Registrar shall—
(a) grant a certificate of incorporation of the
association formed by the amalgamation; and
(b) cancel the incorpora tion of each of the first-
mentioned incorporated associations.
(5) Upon the grant of a cer tificate of incorporation
under this section, th e property of each
incorporated association that was a party to the
amalgamation vests in the incorporated
association formed by the amalgamation on and
after the amalgamation and by reason of this Act
without the necessity for any conveyance, transfer
or assignment.
(6) Any property vested in an incorporated association by reason of sub-section (5) is so
vested subject to—
(a) any trust; and
(b) any restriction, limitation, mortgage, charge,
encumbrance, lien, lease, covenant contract
or liability— S. 31(6)(b)
amended by
No. 10236
s. 8(2)(h).
to which the property was subject immediately
before it so vested.
(7) All debts and liabili ties, whether certain or
contingent, of an incorporated association that was
a party to the amalgamation existing at the date of
the grant of the certificat e of incorporation of the
incorporated association formed by the
amalgamation, shall, by reason of this Act,
become and be the debts and liabilities of the
incorporated association formed by the
amalgamation.
_______________

60

Part VIIA—Transfer of Incorporation

Associations Incorporation Act 1981
Act No. 9713/1981
s. 31A

PART VIIA—TRANSFER OF INCORPORATION Pt 7A
(Heading)
inserted by
No. 10236 s. 6,
substituted by
No. 57/1997
s. 21.

Pt 7A
(ss 31A–31C)
inserted by
No. 10236 s. 6.

31A. Definition S. 31A
inserted by
No. 10236
s. 6,
amended by
No. 14/1995
s. 4,
substituted by
No. 57/1997
s. 22.
In this Part “prescribed body corporate”
means—

(a) a company within the meaning of the
Corporations Act that is taken to be
registered in Victoria; or S. 31A(a)
substituted by
No. 44/2001
s. 3(Sch.
item 7.2).

(b) a co-operative under the Co-operatives Act
1996; or
(c) any body corporate that is incorporated,
registered or otherwis e established under a
law applying in Victoria or in any place
outside Victoria and that is prescribed for the
purposes of this section.
31AA. Voluntary tran sfer of incorporation S. 31AA
inserted by
No. 57/1997
s. 22.
An incorporated association may apply to
become registered or incorporated as a
prescribed body corporate.

61

Part VIIA—Transfer of Incorporation

Associations Incorporation Act 1981
Act No. 9713/1981
s. 31AB

31AB. Direction to transfer incorporation S. 31AB
inserted by
No. 57/1997
s. 22.
(1) Subject to sub-section (2), the Registrar may, by notice to the incorporated association, direct an
incorporated associati on to apply to become
registered or incorporated as a prescribed body
corporate within the pe riod (being not less than
6 months) specified in the notice and subject to
any conditions specified in the notice.
(2) The Registrar may only give a direction under sub-section (1) if the Registrar is satisfied that the
continued incorporation of the incorporated
association under this Act would be inappropriate
or inconvenient—
(a) by reason of the Registrar’s assessment of—
(i) the scale or nature of the activities of
the incorporated association; or
(ii) the value or nature of the property of
the incorporated association; or
(iii) the extent or nature of the dealings
which the incorporated association has
with the public; or
(b) for any other prescribed reason.
(3) Before giving a direction under sub-section (1),
the Registrar must—
(a) give a notice to the incorporated association
stating—
(i) the Registrar’s intention to direct the
incorporated association to apply for
incorporation or registration as a
prescribed body corporate; and
(ii) the grounds for the proposed direction;
and

62

Part VIIA—Transfer of Incorporation

Associations Incorporation Act 1981
Act No. 9713/1981
s. 31AC

(iii) that the directi on will be made if an
answer showing cause to the contrary is
not received within 2 months after the
date of the notice; and
(b) give the incorporated association a
reasonable opportunity to show cause why
the direction should not be given.
(4) An incorporated association may apply to the Tribunal for review of a direction under sub-
section (1). S. 31AB(4)
amended by
No. 101/1998
s. 24(2)(b)(i).
(5) An application for revi ew must be made within
28 days after the notice of the direction is
received by the incor porated association. S. 31AB(5)
amended by
No. 101/1998
s. 24(2)(b)(ii).
(6) Any direction of the Registrar under sub-
section (1) for an incorporated association to
become registered as a prescribed body
corporate within the meaning of section 31A(a)
that is in force immediately before the
commencement of item 7.2 of the Schedule to
the Corporations (Consequential
Amendments) Act 2001 has effect on and after
that commencement as if it referred to a
prescribed body corporate within the meaning of
that section as amended by that item. S. 31AB(6)
repealed by
No. 101/1998
s. 24(2)(b)(iii),
new
s. 31AB(6)
inserted by
No. 44/2001
s. 3(Sch.
item 7.3).
31AC. Notice to Registrar S. 31AC
inserted by
No. 57/1997
s. 22.
An incorporated association must notify the
Registrar in writing of its transfer of
incorporation within 14 days after it is registered
or incorporated as a prescribed body corporate.
31B. Validity of contracts S. 31B
inserted by
No. 10236
s. 6,
amended by
No. 57/1997
s. 23.
A contract to which an incorporated association
is a party is not illegal, void or unenforceable by
reason only that the incorporated association
fails to comply with a direction of the Registrar
under this Part.

63

Part VIIA—Transfer of Incorporation

Associations Incorporation Act 1981
Act No. 9713/1981
s. 31C

31C. Effect of transfer of incorporation S. 31C
inserted by
No. 10236
s. 6.

(1) In this section, a re ference to a transfer of
incorporation by an incor porated association is a
reference to the registrati on or incorporation of the
incorporated associati on as a prescribed body
corporate. S. 31C(1)
amended by
No. 14/1995
s. 4,
substituted by
No. 57/1997
s. 24(1).
(2) Subject to this se ction, on a transfer of
incorporation by an incor porated association, the
incorporated association ceas es to be incorporated
under this Act. S. 31C(2)
substituted by
No. 57/1997
s. 24(2).
(3) The transfer of incor poration by an incorporated
association does not affect the identity of the
association which shall be deemed to be the same
body before and after the transfer of incorporation
and no act, matter or thing shall be affected or
abated by the transfer of incorporation and, in
particular, any claim by or against the
incorporated associati on subsisting immediately
before the transfer of incorporation may be
continued by or against the prescribed body
corporate formed by the transfer of incorporation
in the name of the incorporated association or
commenced by or against the prescribed body
corporate so formed in the name of the prescribed
body corporate. S. 31C(3)
amended by
No. 57/1997
s. 24(3).
(4) Without limiting the generality of sub-section (3), nothing in sub-section (2)—
(a) affects any right, privilege, obligation or
liability acquired or incurred under this Act;
(b) affects any penalty, forfeiture or punishment
incurred in respect of any offence committed
against this Act; or

64

Part VIIA—Transfer of Incorporation

Associations Incorporation Act 1981
Act No. 9713/1981
s. 31C

(c) affects any investigation, legal proceeding or
remedy in respect of any such right,
privilege, obligati on, liability, penalty,
forfeiture or punishment—
and any such investigation, legal proceeding or
remedy may be instituted, continued or enforced
and any such penalty, forfeiture or punishment
may be imposed as if sub-section (2) had not been
enacted.
_______________

65

Part VIII—Winding up and Cancellation

Associations Incorporation Act 1981
Act No. 9713/1981
s. 32

PART VIII—WINDING UP AND CANCELLATION Pt 8 (Heading
and ss 32–37)
amended by
Nos 9761 s. 3,
10236
ss 7(2)(c)–(f),
8(2)(i)–(m),
110/1986
s. 140(2),
14/1995 s. 4,
substituted as
Pt 8
(Headings
and ss 32–37)
by No.
57/1997
s. 25.

Division 1—Voluntary winding up Pt 8 Div. 1
(Heading and
ss 32, 33)
substituted as
Pt 8 Div. 1
(Heading and
ss 32–33E) by
No. 57/2000
s. 3.

32. Definitions S. 32
substituted by
No. 57/2000
s. 3.
In this Division—
“assets” in relation to an incorporated association, means the assets remaining after
satisfaction of the debts and liabilities of the
incorporated association and the costs,
charges and expenses of the winding up;
“winding up date” in relation to an incorporated
association, means the date on which that
incorporated association resolves by special
resolution to be wound up voluntarily.
33. Voluntary winding up S. 33
substituted by
No. 57/2000
s. 3.
An incorporated association may be wound up
voluntarily if the association so resolves by
special resolution.

66

Part VIII—Winding up and Cancellation

Associations Incorporation Act 1981
Act No. 9713/1981
s. 33A

33A. Distribution of assets on voluntary winding up in accordance with special resolution S. 33A
inserted by
No. 57/2000
s. 3.
(1) An incorporated asso ciation may, on or after the
date on which it resolves by special resolution to
be wound up voluntarily, pass a special resolution
relating to the distribu tion of assets of the
incorporated associa tion on that winding up.
(2) Subject to sub-section (3), if an incorporated
association passes a spec ial resolution under sub-
section (1), the assets of the incorporated
association must be dealt with or disposed of in
accordance with that special resolution.
(3) A special resolution refe rred to in sub-section (1)
that provides for the distribution of the assets of
the incorporated association to any of the
members of the associati on, or has the effect of
distributing the assets of the incorporated
association to any of the members of the
incorporated association, is of no effect if—
(a) on the winding up date, or at any time in the
period of 5 years immediately before that
date, the rules of the in corporated association
prohibited the distribution of the assets of the
incorporated association to any of the
members of the incorporated association on a
voluntary winding up; or
(b) on the winding up date the rules of the
incorporated association contained
provisions referred to in section 51(4)(a)(ii).
(4) Sub-section (3)(a) does not apply to a special
resolution if—
(a) at any time in the period of 5 years
immediately before the winding up date, the
rules of the incorporated association were
altered to provide for the distribution of the

67

Part VIII—Winding up and Cancellation

Associations Incorporation Act 1981
Act No. 9713/1981
s. 33A

assets of the incorporated association to any
of the members of the association; and
(b) the incorporated association had the consent
of the Minister under se ction 51(6) to alter
the rules of the association in that manner.
(5) Sub-section (3)(a) does not apply to a special resolution if—
(a) that special resolution deals with or disposes
of the assets of the association by
distributing the assets to a specified member
of the association that is a body corporate;
and
(b) the rules or constitution of that body
corporate prohibit the disposition or
distribution of the asse ts or property of the
body corporate to the members of the body
corporate on a voluntary winding up.
(6) The public officer of an incorporated association
must, within 28 days after the passing of a special
resolution under sub-secti on (1), lodge with the
Registrar—
(a) notice in a form approved by the Registrar of
the special resolution; and
(b) a statutory declaration signed by at least
2 members of the committee to the effect
that—
(i) the special resolution was passed in
accordance with this Act; and
(ii) all statements and documents required
to be lodged with the Registrar under
this Act have been lodged by the
incorporated association or are lodged
with the notice.

68

Part VIII—Winding up and Cancellation

Associations Incorporation Act 1981
Act No. 9713/1981
s. 33B

33B. Distribution of assets on voluntary winding up without special resolution relating to assets S. 33B
inserted by
No. 57/2000
s. 3.
(1) Subject to sub-section (2 ), if a special resolution
under section 33A is not passed by the
incorporated association, the assets must—
(a) if the rules of the incorporated association do
not otherwise provide, be divided amongst
the members of the association in equal
shares; and
(b) if the rules otherwise provide, be dealt with
in accordance with the rules.
(2) If on the winding up date, or at any time in the period of 5 years immediately before that date—
(a) the rules of the incorporated association
prohibited the distribution of the assets of the
incorporated association to any of the
members of the incorporated association on a
voluntary winding up; and
(b) the rules of the incorporated association were
altered to provide for such a distribution—
the assets of the incorpor ated association must be
dealt with or disposed of in accordance with the
rules of the association as if the rules had not been
so altered.
(3) Despite sub-section (2), the assets of an incorporated association may be dealt with or
disposed of in accordance with the rules of the
association if—
(a) the rules of the association provide that the
assets be dealt with or disposed of in a
manner that distributes the assets to a
specified member of the incorporated
association that is a body corporate; and

69

Part VIII—Winding up and Cancellation

Associations Incorporation Act 1981
Act No. 9713/1981
s. 33C

(b) the rules or constitution of that body
corporate prohibit the disposition or
distribution of the asse ts or property of the
body corporate to the members of the body
corporate on a voluntary winding up.
33C. Certain assets not to be distributed on voluntary winding up S. 33C
inserted by
No. 57/2000
s. 3.
(1) Despite sections 33A and 33B, an asset or part of an asset of the incorporated association that
consists of property supplied by a government
department or public authority, including the
unexpended portion of a grant must be returned to
the department or authority that supplied it or to a
body nominated by the department or authority.
(2) Sub-section (2) does no t apply if a contract or
agreement between the incorporated association
and the government department or public
authority makes express provision to the contrary.
33D. Application to Supreme Court by persons aggrieved under a voluntary winding up S. 33D
inserted by
No. 57/2000
s. 3.
Any person aggrieved by the operation of this
Division in relation to the assets of an
incorporated association may apply to the
Supreme Court which may make any orders
relating to the disposal of the assets that it thinks
fit.
33E. Distribution of assets of incorporated association subject to trusts S. 33E
inserted by
No. 57/2000
s. 3.
This Division applies subj ect to any trust affecting
the assets or any of the a ssets of the incorporated
association.

70

Part VIII—Winding up and Cancellation

Associations Incorporation Act 1981
Act No. 9713/1981
s. 34

Division 2—Winding up by the court
34. Winding up by the court S. 34
substituted by
No. 57/1997
s. 25.
(1) The Supreme Court may order the winding up of an incorporated association if—
(a) the incorporated association has by special
resolution resolved th at it be wound up by
the court; or
(b) the incorporated association suspends its
operations for a whole year; or
(c) the incorporated association is unable to pay
its debts; or
(d) the incorporated association has traded
(except in accordance with section 51) or
secured pecuniary profit for its members; or
(e) the incorporated association has, as trustee,
traded (except in accordance with section 51)
or secured pecuniary profit for the members
of the incorporated association; or
(f) the incorporated a ssociation has engaged in
activities outside the scope of its statement of
purpose; or
(g) the court is of the opi nion that it is just and
equitable that the incorporated association
should be wound up.
(2) An application to the court for the winding up of an incorporated association must be made by—
(a) the incorporated association; or
(b) a member or creditor of the incorporated
association; or
(c) the Registrar.

71

Part VIII—Winding up and Cancellation

Associations Incorporation Act 1981
Act No. 9713/1981
s. 35

Division 3—Winding up on certificate of Registrar
35. Winding up on certificate of Registrar S. 35
substituted by
No. 57/1997
s. 25.
(1) An incorporated association may be wound up on the certificate of the Re gistrar if the necessary
grounds for the taking of that action exist, as
referred to in sub-section (2).
(2) The necessary grounds for taking that action exist if the Registrar certifies—
(a) that the number of members is reduced to
less than 5; or
(b) that the incorporated association is not in
operation; or
(c) that the incorporated association has traded
(except in accordance with section 51) or
secured pecuniary profit for its members; or
(d) that the incorporated association has, as
trustee, traded (except in accordance with
section 51) or secured pecuniary profit for
the members of the incorporated association;
or
(e) that the incorporated association has not
given to the Registrar statements in
accordance with section 30(4) in respect of
each of the preceding 2 years; or
(f) that incorporation of the incorporated
association has been obtained by mistake or
fraud; or
(g) that the incorporated association exists for an
illegal purpose; or
(h) that the incorporated association has, after
notice from the Registrar of any breach of
this Act or the regulations or of the rules of
the incorporated a ssociation, failed to

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Part VIII—Winding up and Cancellation

Associations Incorporation Act 1981
Act No. 9713/1981
s. 36

remedy the breach within the time specified
in the notice; or
(i) that the incorporated association has failed to
comply with a direc tion of the Registrar
under section 31AB within the period
specified in the notice under that section;
or
S. 35(2)(ia)
inserted by
No. 35/2000
s. 5.
(ia) that the incorporated association has failed
to become registered or incorporated as a
prescribed body corporate within 6 months
after the period specified in a notice under
section 31AB; or
(j) that in the opinion of the Registrar,
circumstances exist which, in the public
interest, justify th e winding up of the
incorporated association.
(3) The Registrar must not certify under this section
as to any matter unless the matter has been proved
to the Registrar’s satisfaction.
36. Procedure before certification S. 36
substituted by
No. 57/1997
s. 25.
(1) Before giving a certificate under section 35, the Registrar must—
(a) give a notice to the incorporated association
stating—
(i) the Registrar’s intention to give that
certificate; and
(ii) the grounds for giving the certificate;
and
(iii) that the certificate will be given if an
answer showing cause to the contrary is
not received within 2 months after the
date on which the notice is sent or
published, whichever is the later; and

73

Part VIII—Winding up and Cancellation

Associations Incorporation Act 1981
Act No. 9713/1981
s. 36A

(b) give the incorporated association a
reasonable opportunity to show cause why
the certificate should not be given. S. 36(1)(b)
amended by
No. 35/2000
s. 12.
(2) A notice under sub-section (1) must be given by—
(a) sending it by prepaid letter addressed to the
registered address of the incorporated
association; and
(b) publishing it in a newspaper circulating
generally in the State.
36A. Review of certificate S. 36A
inserted by
No. 57/1997
s. 25.
(1) An incorporated association may apply to the Supreme Court to review a decision of the
Registrar to give a ce rtificate under section 35.
(2) An application under sub-section (1) must be
made within 28 days after the certificate is given.
36B. Procedure for winding up on certificate S. 36B
inserted by
No. 57/1997
s. 25.
(1) A winding up on a certificate of the Registrar
commences—
(a) at the end of 28 days after the certificate is
given unless an application is made under
section 36A; or
(b) if an application is made under section 36A
and the Supreme Court upholds the decision
to give the certificate, on the determination
of the application.
(2) On the commencement of the winding up, the Registrar may appoint a person to be the
liquidator of the incorporated association.
(3) The liquidator need not be a registered liquidator
under the Corporations Act. S. 36B(3)
amended by
No. 44/2001
s. 3(Sch.
item 7.4).

74

Part VIII—Winding up and Cancellation

Associations Incorporation Act 1981
Act No. 9713/1981
s. 36C

(4) The liquidator must within 10 days give notice of his or her appointment in the Government
Gazette.
(5) The liquidator must give such security as may be prescribed and is entitled to receive such fees as
are fixed by the Registrar.
(6) Any vacancy occurring in the office of liquidator is to be filled by a person appointed by the
Registrar.
36C. Costs of winding up S. 36C
inserted by
No. 57/1997
s. 25.
The reasonable costs of a winding up under this
Division are payable out of the property of the
incorporated association.
Division 4—Application of Corporations Legislation Pt 8 Div. 4
(Heading and
s. 36D)
inserted by
No. 57/1997
s. 25,
substituted by
No. 44/2001
s. 3(Sch.
item 7.5).

36D. Declaration of applie d Corporations legislation
matter
(1) The winding up of an incorporated association under Division 1 or 3 is decl ared to be an applied
Corporations legislation matter for the purposes of
Part 3 of the Corporations (Ancillary
Provisions) Act 2001 in relation to the provisions
of Parts 5.5 (Voluntar y winding up) and 5.6
(Winding up generally) of the Corporations Act,
subject to the following modifications—
S. 36D
substituted by
No. 44/2001
s. 3(Sch.
item 7.5).
(a) the modifications referred to in sub-
section (3); and
(b) in the case of a winding up under Division 3,
the provisions of Part 5.6 of the Corporations
Act apply as if—

75

Part VIII—Winding up and Cancellation

Associations Incorporation Act 1981
Act No. 9713/1981
s. 36D

(i) section 513B were omitted;
(ii) after paragraph (b) of section 532(1)
there were inserted—
“or
(c) a person appointed by the
Registrar as a liquidator of an
incorporated association.”;
(iii) paragraph (c) of section 532(2) were
omitted;
(iv) in section 542(3), for paragraphs (b)
and (c) there were substituted—
“(b) in the case of a winding up on the
certificate of the Registrar—as the
Registrar directs.”; and
(ba) in the case of a winding up under Division 1,
the provisions of Part 5.6 of the Corporations
Act apply as if, after section 532(1)(b), there
were inserted— S. 36D(1)(ba)
inserted by
No. 8/2003
s. 13.
“; or
(c) in the case of an incorporated
association with gr oss assets of $10 000
or less or any higher amount that is
prescribed, a person appointed by the
incorporated association who is—
(i) a member of CPA Australia; or
(ii) a member of the Institute of
Chartered Accountants in
Australia; or
(iii) a person, or a member of a class
of persons, approved by the
Registrar whom the Registrar is
satisfied has the requisite skills
and experience to act as a
liquidator of incorporated

76

Part VIII—Winding up and Cancellation

Associations Incorporation Act 1981
Act No. 9713/1981
s. 36D

associations generally or for a
specified incorporated association
or class of incorporated
associations.”; and
(c) any other modifications (within the meaning
of Part 3 of the Corporations (Ancillary
Provisions) Act 2001 ) that are prescribed by
the regulations.
Note: Part 3 of the Corporations (Ancillary Provisions)
Act 2001 provides for the application of provisions of
the Corporations Act and Part 3 of the ASIC Act as
laws of the State in respect of any matter declared by
a law of the State (whether with or without
modification) to be an applied Corporations
legislation matter for the purposes of that Part in
relation to those Commonwealth provisions.
(2) The winding up of an incorporated association
(other than by a voluntary winding up) by the
Court under Division 2 is declared to be an
applied Corporations le gislation matter for the
purposes of Part 3 of the Corporations
(Ancillary Provisions) Act 2001 in relation to the
provisions of Part 5.7 (Winding up bodies other
than companies) of the Corporations Act, subject
to the following modifications—
(a) the modifications referred to in sub-
section (3); and
(b) any other modifications (within the meaning
of Part 3 of the Corporations (Ancillary
Provisions) Act 2001 ) that are prescribed by
the regulations.
Note: Part 3 of the Corporations (Ancillary Provisions)
Act 2001 provides for the application of provisions of
the Corporations Act and Part 3 of the ASIC Act as
laws of the State in respect of any matter declared by
a law of the State (whether with or without
modification) to be an applied Corporations
legislation matter for the purposes of that Part in
relation to those Commonwealth provisions.

77

Part VIII—Winding up and Cancellation

Associations Incorporation Act 1981
Act No. 9713/1981
s. 36D

(3) The following modifications to the text of the Corporations Act apply for the purposes of sub-
sections (1) and (2)—
(a) a reference to a company or body is to be
read as a reference to an incorporated
association;
(b) a reference to the directors of a company is
to be read as a reference to the members of
the committee of an incorporated
association;
(c) a reference to the secretary of a company is
to be read as a refere nce to the public officer
of an incorporated association;
(d) a reference to the principal place of business
of a company is to be read as a reference to
the registered address of an incorporated
association;
(e) a reference to a company carrying on
business or having a place of business is to
be read as a reference to an incorporated
association pursuing its objects;
(f) a reference to ASIC is to be read as a
reference to the Registrar;
(g) a reference to a document in the prescribed
form is to be read as a reference to a
document in the corresponding form
prescribed under the Corporations Act with
all necessary modifications;
(h) a reference to the Court is to be read as a
reference to the Supreme Court;
(i) a reference to the lodgement of a document
is to be read as a reference to lodgement of
that document with the Registrar;

78

Part VIII—Winding up and Cancellation

Associations Incorporation Act 1981
Act No. 9713/1981
s. 36E

(j) a reference to a company’s constitution is to
be read as a reference to an incorporated
association’s rules;
(k) a reference to a special resolution is to be
read as a reference to a special resolution
within the meaning of this Act;
(l) a reference to an officer of a company is to
be read as a reference to a member of the
committee of an incorporated association
and, where applicable, a reference to a past
officer is a reference to a past member of the
committee of an incorporated association;
(m) a reference in sections 495, 542(1), 547 and
548 to a contributory of a company is to be
read as a reference to a member of an
incorporated association.
Division 5—Cancellation of incorporation
36E. Cancellation of incorporation S. 36E
inserted by
No. 57/1997
s. 25.
(1) The Registrar may, by notice published in the Government Gazette, cancel the incorporation of
an incorporated association which has been
wound up or has commenced to be wound up.
(2) The cancellation of inco rporation does not affect
the winding up of the association.
(3) If the Registrar is of the opinion that any other
incorporated association is not in operation he or
she may, by notice, require the incorporated
association to show good cause why its
incorporation should not be cancelled.

79

Part VIII—Winding up and Cancellation

Associations Incorporation Act 1981
Act No. 9713/1981
s. 36F

(4) A notice under sub-section (3) must—
(a) be served on the incorporated association at
its registered address; or
(b) if service cannot reasonably be effected, be
published in a newspaper circulating
generally in the State.
(5) If, on the expiration of 28 days after the notice is given under sub-section (3 ), the Registrar is
satisfied that the incorporation of the association
should be cancelled, the Registrar may, by notice
published in the Governme nt Gazette, cancel that
incorporation.
(6) The Registrar must send notice of the cancellation of incorporation to the re gistered address of the
incorporated association.
(7) Despite the cancellati on of incorporation, the
liability (if any) of the public officer, any member
of the committee or any member of the
incorporated associati on continues and may be
enforced as if the incorporation had not been
cancelled.
36F. Vesting of property after cancellation S. 36F
inserted by
No. 57/1997
s. 25.
(1) If the incorporation of an association is cancelled under this Division—
(a) the property of the incorporated association
vests in the Registrar; and
(b) the Registrar may—
(i) give any directions as he or she thinks
just for or with respect to the payment
of the debts and liabilities of the
incorporated association, the
distribution of its assets and the
winding up of its affairs; and

80

Part VIII—Winding up and Cancellation

Associations Incorporation Act 1981
Act No. 9713/1981
s. 36F

(ii) appoint a person for the purpose of
investigating the affairs of the
incorporated associa tion with a view to
the realisation of its assets, payment of
debts, discharge of its liabilities,
distribution of its assets and winding up
of its affairs; and
(iii) if the Registrar is not able to arrange for
the distribution of any property vested
in him or her under this section, sell or
otherwise dispose of or deal with that
property; and
(iv) deduct any costs incurred by the
Registrar under this section in relation
to the incorporated association from the
sale or disposal of the property vested
in him or her; and
(v) do all such other acts and things as are
reasonably necessary to be done for the
purpose of the exercise of his or her
powers under this section.
(2) This section does not apply to an incorporated association which had been wound up or
commenced to be wound up before the
cancellation.
(3) The Registrar must pay into the Consolidated Fund any amount received from the sale or
disposition of property under sub-section
(1)(b)(iii), after deduction of costs.
(4) Any person who claims an entitlement to any money paid into the Cons olidated Fund under this
section may apply to the Supreme Court for an
order for payment of that amount to the person.

81

Part VIII—Winding up and Cancellation

Associations Incorporation Act 1981
Act No. 9713/1981
s. 37 s. 37

(5) Any amount ordered to be paid to a person under sub-section (4) shall be paid out of the
Consolidated Fund (which is hereby to the
necessary extent appropriated accordingly).
37. Reinstatement of cancelled association S. 37
substituted by
No. 57/1997
s. 25.

(1) If the Registrar is satisfied that the incorporation of an association should not have been cancelled,
the Registrar may reinstate the association as an
incorporated association. S. 37(1)
substituted by
No. 8/2003
s. 14.
(2) If a person is aggrieved by the cancellation of the
incorporation of an a ssociation, the Supreme
Court, on an application made by the person at
any time within 15 years after the cancellation,
may if satisfied that it is just that the incorporation
of the association be reinstated, order the
Registrar to reinstate the incorporation of the
association.
(3) The order may be subj ect to any directions and
conditions the Supreme Court thinks fit (including
directions in relation to the retransfer of property
vested in the Registrar under section 36F).
(4) On the reinstatement of the incorporation of an association under this se ction, the incorporated
association is to be take n to have continued in
existence as if its incorporation had not been
cancelled.
(5) On the reinstatement of the incorporated association under sub-sec tion (1), any property
which may have vested in the Registrar under
section 36F is revested in the incorporated
association.
_______________

82

Part VIIIA—Powers of Inspection

Associations Incorporation Act 1981
Act No. 9713/1981
s. 37A

PART VIIIA—POWERS OF INSPECTION Pt 8A
(Heading and
ss 37A–37Q)
inserted by
No. 57/1997
s. 26.

37A. Definition S. 37A
inserted by
No. 57/1997
s. 26,
repealed by
No. 17/1999
s. 21(2),
new s. 37A
inserted by
No. 18/2005
s. 18(Sch. 1
item 7).
In this Part, “legal practitioner” means an
Australian legal practitioner within the meaning
of the Legal Profession Act 2004 .

* * * * * S. 37B
inserted by
No. 57/1997
s. 26,
repealed by
No. 17/1999
s. 21(2).

37C. Inspector’s identity card S. 37C
inserted by
No. 57/1997
s. 26.

* * * * * S. 37C(1)(2)
repealed by
No. 17/1999
s. 21(3).

(3) An inspector must produce his or her identity card
on request on applying for admission to any
premises
.

83

Part VIIIA—Powers of Inspection

Associations Incorporation Act 1981
Act No. 9713/1981
s. 37D

37D. Inspectors may require certain persons to appear, answer questions and produce documents S. 37D
inserted by
No. 57/1997
s. 26.
(1) For the purpose of ascertaining whether the provisions of this Act and the regulations have
been complied with, an inspector may by notice in
the prescribed form—
(a) require an incorpor ated association to
produce to the inspector at a time and place
specified in the notice specified relevant
documents relating to the incorporated
association; and
(b) require any person who is involved in the activities of an incorporated association to
produce to the inspector at a time and place
specified in the notice specified relevant
documents relating to the incorporated
association; and
(c) require any person who is involved in the activities of an incorporated association—
(i) to attend before the inspector at a time and place specified in the notice; and
(ii) to answer any questions put to the person by the inspector relating to the
promotion, formation, membership,
control, transactions, dealings, business
or property of the incorporated
association.
(2) A person is to be considered to be involved in the activities of an incorporated association if the
person—
(a) is or has been an officer or employee of, or an agent, banker, legal practitioner, auditor
or other person acting in any capacity for or
on behalf of, the incorporated association
(including an incorporated association that is

84

Part VIIIA—Powers of Inspection

Associations Incorporation Act 1981
Act No. 9713/1981
s. 37E

in the course of being wound up or has had
its incorporation cancelled); or
(b) is a person who has any relevant documents relating to the incorporat ed association in his
or her possession or control; or
(c) is a person who was a party to the creation of any relevant documents relating to the
incorporated association.
(3) A person is not subject to any liability by reason
of complying with a requirement made or
purportedly made under this section.
37E. Inspector’s powers of entry S. 37E
inserted by
No. 57/1997
s. 26.
(1) An inspector may enter any place and may
search for and seize any relevant documents or
anything that the inspector believes on reasonable
grounds to be connected with an offence against
this Act that is found on or in the place, if the
entry, search and seizure are made—
(a) with the consent of the occupier after the
inspector has—
(i) informed the occupier of the purpose of
the search; and
(ii) informed the occupier that anything
seized during the search may be used in
evidence in court; and
(iii) informed the occupier that the occupier
may refuse to give consent to the entry
and search; and
(iv) produced his or her identity card for
inspection; or
(b) in accordance with a warrant issued under
section 37F.

85

Part VIIIA—Powers of Inspection

Associations Incorporation Act 1981
Act No. 9713/1981
s. 37F

(2) If an occupier consents to an entry and search, the
inspector who requested consent must ask the
occupier to sign an acknowledgment in the
prescribed form stating—
(a) that the occupier has been informed of the
purpose of the search and that anything
seized in the search may be used in evidence
in court; and
(b) that the occupier has been informed that he
or she may refuse to give consent to the entry
and search; and
(c) that the occupier has consented to such an
entry and search; and
(d) the date and time that the occupier
consented.
(3) An occupier who signs an acknowledgment must be given a copy of the signed acknowledgment
immediately.
(4) If, in any proceeding, an acknowledgment is not produced to the court, it must be presumed, until
the contrary is proved, th at the occupier did not
consent to an entry and search.
37F. Search warrant S. 37F
inserted by
No. 57/1997
s. 26.
(1) An inspector may apply to a magistrate for the issue of a search warrant in relation to a particular
place if—
(a) an incorporated association or person does
not comply with a requirement of an
inspector under section 37D within the time
specified in the notice; or
(b) there are reasonable grounds for suspecting
that there may be at that place any document
or thing that may be evidence of the
commission of an offence against this Act or
the regulations.

86

Part VIIIA—Powers of Inspection

Associations Incorporation Act 1981
Act No. 9713/1981
s. 37F

(2) The magistrate may issue the search warrant if the magistrate is satisfied by the evidence on oath,
whether oral or by affidavit, of an inspector that
there are reasonable grounds for suspecting that
there is or may be within the next 28 days, at that
place—
(a) a relevant document; or
(b) a document or thing that may be evidence of
the commission of an offence against this
Act or the regulations.
(3) A search warrant under this section authorises the
inspector named in the wa rrant and any assistants
the inspector considers necessary—
(a) to enter the place speci fied in the warrant, if
necessary by force; and
(b) to search for and seize—
(i) a relevant document named or
described in the warrant; or
(ii) a document or thing named or
described in the warrant and which the
inspector believes on reasonable
grounds, to be connected with an
offence.
(4) A search warrant issu ed under this section must
state—
(a) the purpose for which the search is required
and the nature of the offence suspected; and
(b) any conditions to which the warrant is
subject; and
(c) whether entry is authorised to be made at any
time of the day or night or during stated
hours of the day or night; and

87

Part VIIIA—Powers of Inspection

Associations Incorporation Act 1981
Act No. 9713/1981
s. 37G

(d) a day not being later than 28 days after the
issue of the warrant, on which the warrant
ceases to have effect.
(5) A search warrant must be issued in accordance with the Magistrates’ Court Act 1989 .
(6) Except as provided by this Act, the rules to be
observed with respect to search warrants
mentioned in the Magistrates’ Court Act 1989
extend and apply to warrants under this section.
37G. Announcement before entry S. 37G
inserted by
No. 57/1997
s. 26.
(1) On executing a search warrant, the inspector executing the warrant must announce that he or
she is authorised by the wa rrant to enter the place
and, if the inspector has been unable to obtain
unforced entry, must give any person at the place
an opportunity to allow entry to the place.
(2) An inspector need not comply with sub-section (1)
if he or she believes on reasonable grounds that
immediate entry to the place is required to ensure
the safety of any person or that the effective
execution of the search wa rrant is not frustrated.
37H. Details of warrant to be given to occupier S. 37H
inserted by
No. 57/1997
s. 26.
If the occupier or another person who apparently
represents the occupier is present at premises
where a search warrant is being executed, the
inspector must—
(a) identify himself or he rself to that person; and
(b) give to the person a copy of the warrant.

88

Part VIIIA—Powers of Inspection

Associations Incorporation Act 1981
Act No. 9713/1981
s. 37I

37I. Seizure of documents or things not mentioned in the warrant S. 37I
inserted by
No. 57/1997
s. 26.
If, in the course of executing a search warrant,
an inspector finds a document or thing that he or
she believes on reasonable grounds to be—
(a) connected with the offence, although not the
document or thing named or described in the
warrant; or
(b) connected with another offence against this
Act—
and the inspector believes , on reasonable grounds,
that it is necessary to seize that document or thing
in order to prevent its concealment, loss or
destruction, the warrant is deemed to authorise the
inspector to seize the document or thing.
37J. Power of inspector to require information or
documents S. 37J
inserted by
No. 57/1997
s. 26.
An inspector who—
(a) exercises a power of entry under this Part;
and
(b) produces his or her identity card for
inspection by a person—
may, to the extent that it is reasonably necessary
to determine compliance with this Act, require the
person to give information to the inspector, orally
or in writing, to produce documents to the
inspector and to give reasonable assistance to the
inspector.

89

Part VIIIA—Powers of Inspection

Associations Incorporation Act 1981
Act No. 9713/1981
s. 37K

37K. Functions of inspectors in relation to relevant documents S. 37K
inserted by
No. 57/1997
s. 26.
(1) An inspector has the following powers in relation to relevant documents produced to the inspector
pursuant to a requirement made under this Part—
(a) power to take possession of the documents or
secure them against interference;
(b) power to make copies, or take extracts from, the documents;
(c) power to require any person who was party to the creation of the documents to make a
statement providing any explanation that the
person is able to provide as to any matter
relating to the creation of the documents or
as to any matter to which the documents
relate;
(d) power to retain possession of the documents for such reasonable period as is necessary to
enable the documents to be inspected, and
copies of, or extracts from, the documents to
be made or taken.
(2) While an inspector retains possession of a document, the inspector must permit a person who
would be entitled to inspect the document were it
not in the possession of the inspector to inspect
the document at any reasonable time and make a
copy of, or take extracts from, the document.
(3) If an inspector takes possession of or secures against interference any relevant document and a
person has a lien on the document, the inspector’s
actions do not prejudice the lien.

90

Part VIIIA—Powers of Inspection

Associations Incorporation Act 1981
Act No. 9713/1981
s. 37L

(4) An inspector must not take possession of a document
apparently in the possession or custody
of a person unless the inspector makes out and
tenders to the person
a written receipt—
(a) identifying the document; and
(b) stating the name of the inspector and the reason why the document is being seized.
37L. Offence— failing to comply with requirements of
inspector S. 37L
inserted by
No. 57/1997
s. 26.
(1) A person must not refuse or fail, without reasonable excuse, to comply with a requirement
of an inspector under this Part to produce relevant
documents or to give reasonable assistance to the
inspector.
Penalty: 60 penalty units.
(2) A person must not—
(a) give information to an inspector that the
person knows to be false or misleading in a
material particular; or
(b) produce a document that the person knows to be false or misleading in a material particular
without indicating the respect in which it is
false or misleading and, if practicable,
providing correct information.
Penalty: 60 penalty units.
(3) A person must not without reasonable excuse
obstruct or hinder an inspector exercising
functions under this Act.
Penalty: 60 penalty units.

91

Part VIIIA—Powers of Inspection

Associations Incorporation Act 1981
Act No. 9713/1981
s. 37M

37M. Protection from incrimination S. 37M
inserted by
No. 57/1997
s. 26.
A person may refuse or fail to give information,
produce a document or do any other thing that the
person is required to do by or under this Part if the
giving of the information, the production of the
document or the doing of that other thing would
tend to incriminate the person.
37N. Privilege S. 37N
inserted by
No. 57/1997
s. 26.
(1) A legal practitioner is entitled to refuse to comply with a requirement under section 37D or 37J
relating to a relevant document if—
(a) the document contains a privileged
communication made by or on behalf of or to
the legal practitioner in his or her capacity as
a legal practitioner; or
(b) the legal practitioner is not able to comply with the requirement without disclosing a
privileged communication made by or on
behalf of or to the lega l practitioner in his or
her capacity as a legal practitioner.
(2) The legal practitioner is not entitled to refuse to comply with the requirement to the extent that he
or she is able to comply with it without disclosing
the privileged communication.
(3) The legal practitioner is al so not entitled to refuse
to comply with the requirement if the person by or
on behalf of whom the communication was made
or (if the person is an incorporated association in
the course of being wound up) the liquidator
agrees to the legal practitioner complying with the
requirement.
(4) If the legal practitioner refuses to comply with the requirement, he or she must immediatel y furnish
in writing to the Registrar—

92

Part VIIIA—Powers of Inspection

Associations Incorporation Act 1981
Act No. 9713/1981
s. 37O s. 37O

(a) the name and address of the person to whom or by or on behalf of whom the
communication was made (if known to the
legal practitioner); and
(b) sufficient particulars to identify the document containing the communication
(if the communication was made in writing).
Penalty: 60 penalty units.
37O. Police aid for inspectors S. 37O
inserted by
No. 57/1997
s. 26.
(1) An inspector may call to his or her aid a member
of the police force if he or she is obstructed, or
believes on reasonable grounds that he or she will
be obstructed, in the ex ercise of his or her
functions as an inspector.
(2) A member of the police force has, while acting in aid of an inspector, all the functions of an
inspector.
37P. Report on investigation S. 37P
inserted by
No. 57/1997
s. 26.
As soon as practicable after completing an
investigation under this Pa rt, an inspector must
give a written report on the result of the
investigation to the Registrar.
37Q. Secrecy S. 37Q
inserted by
No. 57/1997
s. 26.
(1) An inspector must not disclose information acquired in the course of an investigation under
this Part except—
(a) for the purpose of conducting the investigation and making a report of the
investigation; or
(b) as permitted by sub-section (2); or
(c) for the purpose of any proceedings under this Act; or

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Part VIIIA—Powers of Inspection

Associations Incorporation Act 1981
Act No. 9713/1981
s. 36Q

(d) with the consent of the person to whom the information relates.
Penalty: 60 penalty units.
(2) An inspector may disclose information acquired in
the course of an investigation—
(a) to a member of the police force, if the
inspector reasonably suspects that an offence
has been committed; or
(b) to a court or tribunal; or
(c) to a person appointed as the liquidator of the
incorporated association.
_______________

94

Part IX—Miscellaneous

Associations Incorporation Act 1981
Act No. 9713/1981
s. 38

PART IX—MISCELLANEOUS
38. Registrar of Incorporated Associations S. 38
amended by
Nos 46/1998
s. 7(Sch. 1),
108/2004
s. 117(1)
(Sch. 3
item 16).
Subject to the Public Administration Act 2004 ,
there shall be a Registrar of Incorporated
Associations and such Deputy or Assistant
Registrars as are required for the purposes of
this Act.
38A. Registrar may enter into arrangements or agreements S. 38A
inserted by
No. 57/1997
s. 27.
The Registrar may enter into arrangements or
agreements with any person or body to act as the
agent of the Registrar in the carrying out of his or
her functions except any function under section
7(2), 10(4A), 31AB, 35 or 36E.
38B. Delegation by Minister S. 38B
inserted by
No. 35/2000
s. 6.
The Minister may, by instrument, delegate to the
Registrar the power of the Minister to give
consent under section 12(1).
39. Register
(1) The Registrar must keep a register of incorporated associations open for public
inspection in the form determined by the
Registrar. S. 39(1)
substituted by
Nos 10236
s. 8(2)(n),
8/2003 s. 15.

(1A) The purposes of keeping the register are— S. 39(1A)
inserted by
No. 8/2003
s. 15.
(a) to enable members of the public to have
access to information about the purposes,
rules, contact details and public officers of
incorporated associations in Victoria;
(b) to enable members of the public to have
access to the annual returns of incorporated
associations in Victoria.

95

Part IX—Miscellaneous

Associations Incorporation Act 1981
Act No. 9713/1981
s. 39

(1B) The register must include details of the following in relation to each incorporated association— S. 39(1B)
inserted by
No. 8/2003
s. 15.
(a) incorporated association number issued by
the Registrar;
(b) incorporated association name;
(c) previous names of the incorporated
association and the dates they were current;
(d) current registered address and date
registered;
(e) previous registered address and date
registered;
(f) current postal address;
(g) current status of incorporation;
(h) date incorporated or cancelled;
(i) name and date of appointment of current
public officer;
(j) name and date of appointment of previous
public officer;
(k) date on which the financial year of the
incorporated association ends;
(l) copy of each annual return lodged and date
of lodgment;
(m) date of last annual general meeting;
(n) whether or not the incorporated association
is a prescribed association;
(o) copy of current statement of purposes and
date approved;
(p) copy of current rules and date approved;
(q) any business name that has been registered;

96

Part IX—Miscellaneous

Associations Incorporation Act 1981
Act No. 9713/1981
s. 39A

(r) Australian Business Number (if any) issued
under the A New Tax System (Australian
Business Number) Act 1999 of the
Commonwealth issued to the incorporated
association;
(s) any information prescribed by the
regulations as forming part of the register.
(2) Subject to the Public Records Act 1973, the
Registrar may, if in hi s opinion it is no longer
necessary or desirable to retain it, destroy or
dispose of any document a transparency of which
has been incorporated with the register kept under
this section.
39A. Corrections of register S. 39A
inserted by
No. 35/2000
s. 7.
(1) The Registrar may correct any error or omission in the Register by—
(a) inserting an entry; or
(b) amending an entry; or
(c) omitting an entry—
if he or she decides that the correction is
necessary.
(2) The Registrar must not omit an entry in the register unless satisfied that the whole of the entry
was included in error.
39B. Restriction of personal information S. 39B
inserted by
No. 8/2003
s. 16.
(1) A person whose personal information is held on the register of incorpor ated associations may
apply to the Registrar to restrict public access to
some or all of that personal information.
(2) If the Registrar is satisfied that exceptional circumstances exist justifying the restriction of
public access to that person’s personal
information, the Registrar may restrict public
access to some or all of that personal information.

97

Part IX—Miscellaneous

Associations Incorporation Act 1981
Act No. 9713/1981
s. 39C

(3) The restriction of public access under sub- section (2) may be fo r the period and on the
conditions that the Registrar thinks fit.
(4) If the Registrar is sati sfied that it is in the public
interest that restricted personal information be
released to a person who applies for it, the
Registrar may release some or all of the
information to the person on any condition that
the Registrar thinks fit.
(5) If the Registrar decides to release restricted personal information, the Registrar must give
written notice of the decision to the person whose
restricted personal information is to be released.
(6) The Registrar must not release restricted personal information until 28 days after giving written
notice of the decision to release the information to
the person whose restricted personal information
is to be released.
39C. Rights of review S. 39C
inserted by
No. 8/2003
s. 16.
(1) A person whose interests are affected by a decision of the Registrar under section 39B may
apply to the Tribunal for review of that decision.
(2) An application for review under sub-section (1)
must be lodged with the Tribunal within 28 days
after—
(a) notice of the decision was given; or
(b) if, under section 45 of the Victorian Civil
and Administrative Tribunal Act 1998 , the
person requests a statement of reasons for the
decision, the day on which the statement of
reasons is given to the person or the person is
informed under section 46(5) of that Act that
a statement of reasons will not be given.

98

Part IX—Miscellaneous

Associations Incorporation Act 1981
Act No. 9713/1981
s. 40

40. Inspection of register
(1) A person may— S. 40(1)
amended by
No. 10236
s. 8(2)(o)(i).
(a) inspect the register referred to in section 39
on payment of the prescribed fee (if any);
(b) inspect prescribed documents or documents
of a prescribed class kept by the Registrar
relating to an incorporated association on
payment of the prescribed fee (if any);
(c) obtain, on payment of the prescribed fee, a
certified copy of a document that the
person may inspect under paragraph (b);
and S. 40(1)(c)
inserted by
No. 10236
s. 8(2)(o)(ii).
(d) obtain, on payment of the prescribed fee, a
copy of a document that the person may
inspect under paragraph (b). S. 40(1)(d)
inserted by
No. 10236
s. 8(2)(o)(ii).
(2) If a reproduction or transparency of a document
or an extract of information contained in a
document and recorded in the register is
produced for inspection, a person is not entitled
pursuant to sub-secti on (1) to require the
production of the original of that document. S. 40(2)
amended by
No. 69/1987
s. 7.
40A. Duplicate certificate of incorporation S. 40A
inserted by
No. 10236
s. 8(2)(p).
A person may, on payment of the prescribed fee,
obtain a certified duplicat e of a certificate of
incorporation of an in corporated association.
41. Notice of register etc.
A person has notice of a fact or matter noted on
the register kept under this Act or of a document
held by the Registrar and available for inspection
in accordance with this Act—
(a) if he has actual noti ce of that fact, matter or
document; or

99

Part IX—Miscellaneous

Associations Incorporation Act 1981
Act No. 9713/1981
s. 42

(b) if he has been put upon enquiry as to the
existence of the fact, matter or document and
has deliberately abstained from inquiry or
further inquiry when he might reasonably
have expected the inquiry or further inquiry
to reveal the fact, matter or document.
42. Authority of public officer etc.
An incorporated association or a guarantor of an
obligation of an incorporated association may not
assert against a person dealing with the
incorporated association or with any person who
has acquired rights from the incorporated
association that—
(a) the rules of the incorporated association have
not been complied with; or
(b) the public officer of the incorporated
association whose name was last notified to
the Registrar as the public officer is not the
public officer.
43. Translation of instruments
(1) Where under this Act a person gives to or lodges
with the Registrar any inst rument or a copy of any
instrument and the instrume nt is not written in the
English language, the person shall at the same
time give to or lodge with the Registrar a certified
translation of the instrument into the English
language.
(2) In this section—
“certified” in relation to the translation of a document, means certified by a statement in
writing to be a correct translation of the
document into the English language;
“instrument” includes any rules, trust or other
document.

100

Part IX—Miscellaneous

Associations Incorporation Act 1981
Act No. 9713/1981
s. 44

44. Evidentiary provisions
(1) The Registrar may, by writing under his hand, certify—
(a) that, on a date specifie d in the certificate, an
incorporated association was, or was not, an
incorporated association;
(aa) that a requirement of this Act specified in
the certificate— S. 44(1)(aa)
inserted by
No. 69/1987
s. 8.
(i) had or had not been complied with at
a date or within a period specified in
the certificate; or
(ii) had been complied with at a date
specified in the ce rtificate but not
before that date;
(b) that, on a date specif ied in the certificate, a
person specified in the certificate was, or
was not, the public officer of an incorporated
association specified in the certificate;
(ba) that, on a date specified in the certificate,
the registered address of a specified
incorporated associa tion last notified under
this Act to the Registrar was the address
specified in th e certificate; S. 44(1)(ba)
inserted by
No. 57/1997
s. 28.
(c) that, on a date specified in the certificate, the
address of the public o fficer of a specified
incorporated associa tion last notified under
this Act to the Registrar was the address
specified in the certificate; and
(d) that a copy of the statement of purposes or
rules of, or trusts relating to, an
incorporated associati on is a true copy of
the statement of purposes, rules or trusts as at
a date specified in the certificate— S. 44(1)(d)
substituted by
No. 10236
s. 8(2)(q).

101

Part IX—Miscellaneous

Associations Incorporation Act 1981
Act No. 9713/1981
s. 45

and such a certificate is prima facie evidence of
the matters stated in the certificate.
(2) A certificate of incorporation of an association granted under section 7, 10 or 31 is conclusive
evidence of the incorpora tion of the association
under this Act.
(3) A copy of a document relating to an incorporated association certified by the Registrar as a true
copy is admissible in evidence as of equal validity
with the original document. S. 44(3)
inserted by
No. 10236
s. 8(2)(r).
45. Payment of fees on lodging documents
Where a fee is payable to the Registrar for or in
respect of the lodging of a document with the
Registrar and the document is submitted for
lodgment without payment of the fee, the
document shall be deemed not to have been
lodged until the fee has been paid.
45A. Method of lodgment S. 45A
inserted by
No. 57/1997
s. 29.
(1) Subject to section 45, it is sufficient compliance
with a requirement under this Act or the
regulations that a document be lodged with the
Registrar if the Registra r receives a copy of the
document by facsimile or electronic transmission.
(2) If the Registrar receiv es from a person a copy of a
document under sub-section (1), the Registrar may
require that person to produce and lodge the
original of the document. S. 45A(2)
substituted by
No. 8/2003
s. 17.
(2A) The Registrar may require a person to produce and lodge the original of any document an
incorporated association is required to keep under
this Act. S. 45A(2A)
inserted by
No. 8/2003
s. 17.
(2B) Sub-sections (2) and (2A) do not apply to any document— S. 45A(2B)
inserted by
No. 8/2003
s. 17.
(a) created by a person using software approved
by the Director of Cons umer Affairs Victoria

102

Part IX—Miscellaneous

Associations Incorporation Act 1981
Act No. 9713/1981
s. 45B

and lodged on an Intern et site operated by
the State; and
(b) forwarded by electroni c transmission to the
Registrar.
(2C) A person must comply with a requirement of the Registrar under sub-secti on (2) or (2A) within
28 days after the person received the request
from the Registrar or such longer time as
determined by the Registrar. S. 45A(2C)
inserted by
No. 8/2003
s. 17.
Penalty: 5 penalty units.
(3) If the person does not comply with a
requirement of the Registrar within the period
specified in sub-section (2 C), the person is to be
taken not to have lodged the document. S. 45A(3)
substituted by
No. 8/2003
s. 17.
(4) An incorporated association must keep the original of any document lodged with the
Registrar, whether lodged in electronic or other
form, for a period of 7 ye ars after the date of
lodging. S. 45A(4)
inserted by
No. 8/2003
s. 17.
Penalty: 20 penalty units.
(2) If the Registrar receives from a person a copy of a
document under sub-section (1), the Registrar may
require that person to produce and lodge the
original within the time specified by the Registrar.
(3) If the person does not co mply with a requirement
of the Registrar within the specified time, the
person is to be taken not to have lodged the
document.
45B. Approval of special lodging arrangements S. 45B
inserted by
No. 35/2000
s. 8.
(1) Despite the requirements of this Act, the Registrar, by written notice, may give approval
for a special arrangement for the electronic
transmission or lodging of copies of documents
under this Act to—

103

Part IX—Miscellaneous

Associations Incorporation Act 1981
Act No. 9713/1981
s. 45B

(a) the public officer; or
(b) a specified agent on behalf of a specified
person or persons or class of persons.
(2) An approval may provide an exemption (or a partial exemption) for the person or persons for or
on behalf of whom the documents are lodged or
the public officer or agent from specified
provisions of this Act relating to the
authentication or signature of documents and the
lodging of documents.
(3) The Registrar may grant or refuse an approval to a
person who applies in writing for that approval.
(4) The Registrar may vary or cancel an approval by written notice.
(5) The Registrar may impose any condition on an approval under this section including a condition
that the Registrar will refuse to accept a document
for lodgement unless he or she is satisfied that a
majority of the Committee for the time being of
the association proposed to be incorporated or the
incorporated associa tion has given written
authorisation to the public officer or other person
specified in the approval—
(a) to sign copies of specified documents for or
on behalf of the person or persons who
would otherwise be required by or under this
Act to sign the documents;
(b) to lodge with the Registrar copies of
specified documents for or on behalf of the
person who would otherwise be required by
or under this Act to lodge the documents.

104

Part IX—Miscellaneous

Associations Incorporation Act 1981
Act No. 9713/1981
s. 45C

(6) The Registrar must note on the register kept under
section 39 details of any authorisations required
under sub-section (5).
(7) A document required to be lodged by a person under this Act is deemed to be signed by the
person or persons required to sign the document if
a copy of the document is signed on the person’s
or persons’ behalf by a person authorised in
accordance with sub-section (5) to so sign the
copy of the document.
(8) Sub-section (7) does not relieve any person who
would otherwise be requir ed to sign the document
from signing the original document.
45C. Signatures S. 45C
inserted by
No. 35/2000
s. 8.
(1) Despite any other prov ision of this Act if the
Registrar is satisfied that it is not practicable to
obtain the signature of a person required by this
Act to sign a document the Registrar may accept
the document without its being signed by that
person but the person is not relieved of the
requirement to sign the document.
(2) If a document has been received by the Registrar for the purposes of lodgement under this Act or
the regulations made under this Act, it is sufficient
compliance with a requirement for the document
to be signed if the or iginal document is signed.
45D. Waiver or refund of fees S. 45D
inserted by
No. 8/2003
s. 18.
The Registrar may, in a particular case or class
of cases—
(a) waive or reduce fees that would otherwise be
payable under this Act; or
(b) refund, in whole or in part, fees paid under
this Act.

105

Part IX—Miscellaneous

Associations Incorporation Act 1981
Act No. 9713/1981
s. 46

46. Incorrect etc. documents lodged with Registrar
If the Registrar is of opinion that a document
submitted for lodgment with the Registrar—
(a) contains matter contrary to law;
(b) contains matter that, in a material particular,
is false or misleading in the form and context
in which it is included;
(c) by reason of an omission or misdescription
has not been duly completed;
(ca) is illegible in any part; S. 46(ca)
inserted by
No. 57/1997
s. 30.

(cb) if submitted in electronic form, is not readily
accessible by the Registrar so as to be
useable by the Registrar; S. 46(cb)
inserted by
No. 35/2000
s. 9.
(d) does not comply with the requirements of
this Act; or
(e) contains an error, alteration or erasure—
the Registrar may refuse to register or receive the
document and may request—
(f) that the document be appropriately amended
or completed and resubmitted; S. 46(a)
amended as
s. 46(f) by
No. 10236
s. 8(2)(s).

(g) that a fresh document be submitted in its
place; or S. 46(b)
amended as
s. 46(g) by
No. 10236
s. 8(2)(s).

106

Part IX—Miscellaneous

Associations Incorporation Act 1981
Act No. 9713/1981
s. 47

(h) where the document has not been duly
completed, that a supplementary document
in the form approved by the Registrar be
lodged.

47. Copies or extracts of records to be admitted in evidence
(1) Subject to this section, in any legal proceedings
(whether proceedings under this Act or
otherwise), a copy of or extract from a record
relating to affairs of an in corporated association is
admissible in evidence as if it were the original
record or the relevant part of the original record.
S. 46(c)
amended as
s. 46(h) by
No. 10236
s. 8(2)(s),
amended by
No. 35/2000
s. 3(b).
S. 47
amended by
No. 10236
s. 8(2)(t),
substituted by
No. 57/1997
s. 31.
(2) A copy of or extract from a record is not admissible in evidence under sub-section (1)
unless it is proved that the copy or extract is a true
copy of the record or of the relevant part of the
record.
(3) For the purposes of sub-section (2), evidence that a copy of or extract from a record is a true copy of
the record or of a part of the record may be given
either orally or by an affidavit or statutory
declaration by a person who has compared the
copy or extract with the reco rd or the relevant part
of the record.
48. Service of documents S. 48
amended by
No. 57/1997
s. 32.
A document may be served on an incorporated
association by addressing it to the incorporated
association and leaving it at, or by sending it by
post to, the registered addr ess of the incorporated
association last notifie d under this Act to the
Registrar.
49. False or misleading statements

107

Part IX—Miscellaneous

Associations Incorporation Act 1981
Act No. 9713/1981
s. 49

(1) A person who, in a document required by or for the purposes of this Act or lodged with or
submitted to the Registrar or in a declaration made
under this Act or in a document submitted to a
general meeting of members of an incorporated
association, makes or aut horizes the making of a
statement that to his knowledge is false or
misleading in a material particular or omits or
authorizes the omission of any matter or thing
without which the document is to his knowledge
misleading in a material respect, is guilty of an
offence. S. 49(1)
amended by
No. 57/1997
s. 33(1).
Penalty: 60 penalty units.
(2) A person who, in a document required by or for
the purposes of this Act or lodged with or
submitted to the Registrar or in a declaration made
under this Act or in a document submitted to a
general meeting of members of an incorporated
association— S. 49(2)
amended by
Nos 10236
s. 8(2)(u),
57/1997
s. 33(2).
(a) makes or authorizes the making of a
statement that is false or misleading in a
material particular; or
(b) omits or authorizes the omission of any
matter or thing without which the document
would be misleading—
without having taken reasonable steps to ensure
that the statement was not false or misleading or
to ensure that the statement did not omit any
matter or thing without which the document
would be misleading, as th e case may be, is guilty
of an offence.
Penalty: 60 penalty units.
(3) For the purposes of sub-sections (1) and (2),
where—
(a) at a meeting, a person votes in favour of a
resolution approving, or otherwise approves

108

Part IX—Miscellaneous

Associations Incorporation Act 1981
Act No. 9713/1981
s. 49A

a document required by or for the purposes
of this Act or required to be submitted to the
Registrar; and
(b) the document contains a statement that, to
the person’s knowledge, is false or
misleading in a material particular, or omits
any matter or thing without which the
document is to the person’s knowledge,
misleading in a material respect—
the person shall be deemed to have authorized the
making of the statement or the omission of the
matter or thing.
49A. Retention of documents S. 49A
inserted by
No. 35/2000
s. 10.
If a public officer or other person has lodged a
copy of a document under this Act signed by the
public officer or other person in accordance with
an approval under section 45B, the public officer
or person who lodged the copy of the document
must ensure that the original document signed by
any person who is required to sign the document
is kept so that it is able to be produced readily to
the Registrar for not less than 7 years after the
document was lodged with the Registrar.
Penalty: 30 penalty units.
50. Penalties S. 50
amended by
No. 69/1987
s. 9(1).

(1) A person who— S. 50(1)
amended by
No. 57/1997
s. 33(3).
(a) does an act or thing that he is forbidden to
do by or under a provision of this Act;
(b) does not do an act or thing that he is required
or directed to do by or under a provision of
this Act; or

109

Part IX—Miscellaneous

Associations Incorporation Act 1981
Act No. 9713/1981
s. 50A

(c) otherwise contravenes or fails to comply
with a provision of this Act—
is, unless that provision or another provision of
this Act provides that he is guilty of an offence,
guilty of an offence by virtue of this section.
Penalty: 5 penalty units.
(2) Despite anything to the contrary in any other Act,
proceedings for any offence against this Act may
be commenced within three years after the
commission of the alleged offence. S. 50(2)
inserted by
No. 69/1987
s. 9(2).
50A. Continuing offences S. 50A
inserted by
No. 69/1987
s. 10.
(1) If—
(a) by or under a provision of this Act, an act or
thing is required or directed to be done
within a particular period or before a
particular time; and
(b) failure to do the act or thing within that
period or before that time constitutes an
offence; and
(c) the act or thing is not done within that period
or before that time—
then—
(d) the obligation to do the act or thing
continues, despite the fact that that period
has expired or that time has passed, and
whether or not a person is convicted of an
offence in relation to failure to do the act or
thing, until the act or thing is done; and
(e) sub-section (3) applies.
(2) If—
(a) by or under a provision of this Act, an act or
thing is required or di rected to be done but
neither a period within which, nor a time

110

Part IX—Miscellaneous

Associations Incorporation Act 1981
Act No. 9713/1981

before which, the act or thing is to be done is
specified; and
(b) failure to do the act or thing constitutes an
offence; and

(c) a person is convicted or found guilty of an
offence in relation to the failure to do the
act or thing— S. 50A(2)(c)
amended by
No. 8/2003
s. 19(a).
then—
(d) the obligation to do the act or thing
continues, despite the conviction or finding
of guilt, until the act or thing is done; and S. 50A(2)(d)
amended by
No. 8/2003
s. 19(b).
(e) sub-section (3) applies.
(3) If—
(a) at a particular time a person is convicted or
found guilty of an offence in relation to the
failure to do the act or thing; and S. 50A(3)(a)
amended by
No. 8/2003
s. 19(c).
(b) the failure to do th e act or thing continues
after that time—
the person is, in relation to the failure, guilty of a
further offence in respect of so much of the period
throughout which the failure continues as elapses
after that time.
(4) If a person is guilty by virtue of sub-section (3) of an offence in respect of a particular period,
the penalty applicable to the offence is a fine not
exceeding the amount obtained by multiplying
one penalty unit by the number of days in that
period. S. 50A(4)
amended by
No. 8/2003
s. 19(d).

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s. 50B s. 50B

50B. Penalty notices S. 50B
inserted by
No. 69/1987
s. 10,
amended by
No. 57/1989
s. 3(Sch.
item 10).
(1) Where the Registrar has reasonable cause to believe that, whether before or after the
commencement of section 9 of the Associations
Incorporation and Business Names
(Amendment) Act 1987 , a person has committed
a prescribed offence, th e Registrar or a person
authorised by the Registrar may, subject to sub-
section (2), serve on th e person a notice in the
prescribed form—
(a) alleging that the person has committed the
prescribed offence and giving the prescribed
particulars in relation to the prescribed
offence; and
(b) setting out the prescr ibed penalty in respect
of the prescribed offence; and
(c) stating—
(i) in the case of a prescribed offence
constituted by a failure to do a
particular act or thing—
(A) that the obligation to do the act or
thing continues despite the service
of the notice or the payment of the
prescribed penalty; and
(B) that if, within the period specified
in the notice (being a period that is
not less than 21 days), the person
pays the prescribed penalty to the
authority specified in the notice
and does the act or thing, no
further action will be taken against
the person in relation to the
prescribed offence; and
(C) that if, at the expiration of the
period specified in the notice, the
person has not paid the prescribed

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Act No. 9713/1981
s. 50B

penalty to the authority specified
in the notice or has not done the
act or thing, proceedings may be
instituted, or procedures for the
enforcement of infringement
penalties under the Magistrates’
Court Act 1989 may be used,
against the person; or
(ii) in the case of a prescribed offence, not
being an offence constituted by a
failure to do a particular act or thing—
(A) that if, within the period specified
in the notice (being a period that is
not less than 21 days), the person
pays the prescribed penalty to the
authority specified in the notice,
no further action will be taken
against the person in relation to
the prescribed offence; and
(B) that if, at the expiration of the
period specified in the notice, the
person has not paid the prescribed
penalty to the authority specified
in the notice, proceedings may be
instituted, or procedures for the
enforcement of infringement
penalties under the Magistrates’
Court Act 1989 may be used,
against the person.
(2) Sub-section (1) does no t empower the Registrar or
a person authorised by the Registrar—
(a) to serve on a person more than one notice
under that sub-section in relation to an
alleged commission by that person of a
particular prescribed offence; or

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Act No. 9713/1981
s. 50B

(b) to serve on a person a notice under that sub-
section in relation to a prescribed offence
unless proceedings could be instituted
against that person for that offence in
accordance with section 50(2).

(3) A notice under sub-section (1) may be served—
(a) in the case of a natural person—
(i) personally; or
(ii) by post addressed to the last known
address of the person; or
(b) in the case of an incorporated association, in
accordance with section 48.
(4) Where a notice under sub- section (1) is served on
a person in relation to a prescribed offence
constituted by a failure to do a particular act or
thing—
(a) if, within the period specified in the notice,
the person pays the prescribed penalty to the
authority specified in the notice, and does the
act or thing—no proceedings may be
instituted against the pe rson in respect of the
prescribed offence; or
(b) if, at the expiration of the period specified in
the notice, the person ha s paid the prescribed
penalty to the authority specified in the
notice but has not done the act or thing—no
proceedings may be instituted against the
person in respect of the prescribed offence,
but the obligation to do that act or thing
continues, and section 50A applies in
relation to the continued failure to do that act

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Act No. 9713/1981
s. 50B

or thing as if, on the day on which the person
so paid the prescrib ed penalty, the person
had been convicted of an offence constituted
by a failure to do that act or thing; or
(c) if, at the expiration of the period specified in
the notice, the person has not paid the
prescribed penalty to the authority specified
in the notice but has done the act or thing—
proceedings may be instituted, or procedures
for the enforcement of infringement penalties
under the Magistrates’ Court Act 1989 may
be used, against the person in respect of the
prescribed offence; or
(d) if, at the expiration of the period specified in
the notice, the person has not paid the
prescribed penalty to the authority specified
in the notice and has not done the act or
thing—the obligation to do that act or thing
continues, and proceedings may be
instituted, or procedures for the enforcement
of infringement penalties under the
Magistrates’ Court Act 1989 may be used,
against the person in respect of the
prescribed offence.
(5) Where a notice under sub- section (1) is served on
a person in relation to a prescribed offence, not
being an offence constituted by a failure to do a
particular act or thing—
(a) if, within the period specified in the notice,
the person pays the prescribed penalty to the
authority specified in the notice—no
proceedings may be instituted against the
person in respect of the prescribed offence;
or
(b) if, at the expiration of the period specified in
the notice, the person has not paid the
prescribed penalty to the authority specified

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Act No. 9713/1981
s. 50C

in the notice—proceedings may be instituted,
or procedures for the enforcement of
infringement penalties under the
Magistrates’ Court Act 1989 may be used,
against the person in respect of the
prescribed offence.
(6) The payment of an amount by a person pursuant to a notice served on the person under this section
in relation to a prescribed offence shall not be
taken for any purpose to be an admission by that
person of any liability in connection with the
alleged commission of the prescribed offence.
(7) Except as provided by sub-sections (4)(a) and (b) and (5)(a), this section does not affect the
operation of any provision of this or any other Act
in relation to the institution of proceedings in
respect of offences that are prescribed offences for
the purposes of this section.
(8) In this section, “authority” includes a person.
50C. Application of Fair Trading Act 1999 S. 50C
inserted by
No. 103/2004
s. 79.
(1) Sections 106HA, 143 and 144 and Division 2 of
Part 11 (except sections 151A, 151B, 151C, 153
and 155) of the Fair Trading Act 1999 extend
and apply (with any necessary modifications) to
this Act as if any reference in those provisions to
the Fair Trading Act 1999 were a reference to
this Act.
(2) For the purposes of sub- section (1), section 154 of
the Fair Trading Act 1999 applies as if a
reference to prescribed proceedings were a
reference to—
(a) proceedings for an offence against a
provision of this Act (e xcept Part VIIIA); or
(b) proceedings on an application for an
injunction under sec tion 149, 149A or 150 of
the Fair Trading Act 1999 (as applied by

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Act No. 9713/1981
s. 51

sub-section (1)) agains t a person alleged to
have contravened a provision of this Act
(except Part VIIIA); or
(c) proceedings on an application for an order
under section 158, or for damages under
section 159, of the Fair Trading Act 1999
(as applied by sub-section (1)).

51. Incorporated association not to trade etc.
(1) An incorporated association shall not— S. 51(1)
amended by
No. 57/1997
s. 33(4).
(a) trade;
(b) secure pecuniary profit for its members; or
(c) as trustee, trade or secure pecuniary profit
for persons who are members of the
incorporated association.
Penalty: 60 penalty units.
(2) A member of an incorporated association who
aids, abets, counsels or procures or by act or
omission is in any way directly or indirectly
knowingly concerned in or party to the
commission of an offence by the incorporated
association against sub- section (1) shall be
deemed to have committed that offence and is
punishable accordingly.
(3) The members of an incorporated association that are deemed to have committed an offence against
this section are jointly and severally liable to any
creditor of the incorporated association for all
debts and liabilities incu rred by it in or in
consequence of the trading or securing of
pecuniary profit for its members.

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Act No. 9713/1981

(4) The prohibition against trading contained in sub-
section (1) does not apply to— S. 51(4)
inserted by
No. 10236
s. 7(1).
(a) an incorporated association that complies
with sub-section (6) and—
(i) the predominant purpose of which is
charitable;
(ii) the rules of which contain provisions
precluding any distribution of its assets,
in the event of its winding-up or
dissolution, otherw ise than for a
charitable purpose; and
(iii) the rules of which contain provision
authorizing trading by the incorporated
association in accordance with this
section; or
(b) an incorporated association that is declared
by Order of the Governor in Council
published in the Govern ment Gazette to be
an incorporated association to which the
prohibition against tr ading does not apply.
(5) An Order under sub-section (4)(b) may be made
subject to such terms and conditions as the
Governor in Council determines. S. 51(5)
inserted by
No. 10236
s. 7(1).
(6) If the rules of an incorporated association contain provisions referred to in sub-paragraphs (ii)
and (iii) of sub-section (4)(a), the incorporated
association shall not, wi thout the consent of the
Minister, alter— S. 51(6)
inserted by
No. 10236
s. 7(1).
(a) the provision referred to in sub-
paragraph (iii) of sub-section (4)(a); or
(b) the provisions referred to in sub-
paragraph (ii) of sub- section (4)(a) if the
rules as altered would be inconsistent with
that sub-paragraph.

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Act No. 9713/1981
s. 52 s. 53

52. Offence for using certain names
Where a person or an association, society, club,
institution or group of persons, not being a body
corporate or an associati on incorporated under this
or any other Act or under an Act or law of any
other place, uses a name or title of which the word
“Incorporated” or “Inc.” or any abbreviation or
imitation of either of those words forms part, the
person, association, society, club, institution or
group and each member of the association,
society, club, institution or group is guilty of an
offence.
S. 52
amended by
No. 57/1997
s. 33(5).
Penalty: 10 penalty units.
53. Incorporated association excluded from
Corporations legislation S. 53
amended by
No. 9761
s. 3,
substituted by
No. 69/1987
s. 11,
amended by
No. 14/1995
s. 4,
substituted by
No. 44/2001
s. 3(Sch.
item 7.6).
(1) An incorporated association is declared to be an excluded matter for the purposes of section 5F
of the Corporations Act in relation to the whole
of the Corporations legislation other than to the
extent referred to in sub-section (2).
(2) Sub-section (1) does not apply—

(a) if the incorporated association is a
company under the Corporations Act—to
the extent necessary for an association to
be deregistered as a company under that
Act; S. 53(2)(a)
substituted by
No. 9/2002
s. 3(Sch.
item 1).
(b) if the incorporated association is authorised
or directed under Part VIIA to become
registered as a company under that Act—to
the extent necessary for an association to be
registered as a company under Chapter 5B of
that Act.
Note: This section ensures that neither the Corporations Act
nor Part 3 of the ASIC Act will apply in relation to an
incorporated association, other than as provided in

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Act No. 9713/1981
s. 53A

sub-section (2). Section 5F of the Corporations Act
provides that if a State law declares a matter to be an
excluded matter in relation to the whole of the
Corporations legislation other than to a specified
extent, then that legislation will not apply, except to
the specified extent, in relation to that matter in the
State concerned. However, other provisions of this
Act apply certain provisions of the Corporations
legislation to incorporated associations as laws of this
State.
(3) Sub-section (1) extends to a company within the meaning of the Corporations Act as soon as it
becomes an incorporated association under this
Act.
(4) Sub-section (1) has e ffect only for so long as a
body is an incorporated association under this Act.
53A. Exemption from stamp duty S. 53A
inserted by
No. 9940 s. 3.
An instrument for the conveyance or transfer of
real property or any estate or interest in real
property to give effect to the vesting of land in an
incorporated associa tion by reason of the
operation of section 9 or 31 is exempt from stamp
duty under the Stamps Act 1958 .
54. Regulations
(1) The Governor in Council may make regulations
for or with respect to prescribing any matter or
thing authorized or required to be prescribed by
this Act.
(2) Without limiting the generality of sub-section (1), the regulations may—
(a) prescribe penalties not exceeding 5 penalty
units for a breach of the regulations; S. 54(2)(a)
amended by
No. 57/1997
s. 33(6).

(aa) prescribe forms for the purposes of this Act; S. 54(2)(aa)
inserted by
No. 69/1987
s. 12(1).

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Act No. 9713/1981

(ab) make provision for the verification by
statutory declaration of statements in forms
prescribed for the purposes of this Act; S. 54(2)(ab)
inserted by
No. 69/1987
s. 12(1).
(ac) prescribe offences against this Act or the regulations for the purposes of section
50B; S. 54(2)(ac)
inserted by
No. 69/1987
s. 12(1),
substituted by
No. 57/1997
s. 33(7).

(ad) in relation to each offence that is
prescribed pursuant to this sub-section— S. 54(2)(ad)
inserted by
No. 69/1987
s. 12(1).
(i) prescribe the particulars that are to be
given in a notice served on a person
under section 50B in relation to an
offence; and
(ii) prescribe the amount of the penalty
(being an amount that does not exceed
half the amount of the penalty
applicable to the offence) that is
payable in respect of the offence
pursuant to a notice served on the
person under section 50B in relation to
the offence;
(b) make provision for the accounts to be kept and the financial statements to be prepared
by incorporated associations or
incorporated associations in a class of
incorporated associations; S. 54(2)(b)
substituted by
No. 57/1997
s. 34(1).
(ba) make additional provision for the audit of accounts of incorporated associations or
incorporated associations in a class of
incorporated associations; S. 54(2)(ba)
inserted by
No. 57/1997
s. 34(1).
(bb) make provision for fees to be paid for the lodgment with the Registrar of
applications, notices, statements and other S. 54(2)(bb)
inserted by
No. 57/1997
s. 34(1).

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Act No. 9713/1981
s. 54 s. 55

documents and for inspection or copying of
documents held by the Registrar;
(bc) make provision for the keeping of records of
documents required under this Act in any
form approved by the Registrar; S. 54(2)(bc)
inserted by
No. 35/2000
s. 11.
(c) prescribe rules as model rules, being rules
that make provision for the several matters
that are specified in the Schedule, whether or
not they make provision for other matters;
and
(d) prescribe fines not exceeding 5 penalty units
payable, where the committee of an
incorporated associati on so determines, to
the incorporated association by a member
who commits a breach of its rules. S. 54(2)(d)
amended by
Nos 14/1995
s. 6(a),
57/1997
s. 33(6).
(3) The regulations— S. 54(3)
inserted by
No. 69/1987
s. 12(2).
(a) may be of general or limited application; and

(b) may differ according to differences in time,
place or circumstance; and S. 54(3)(b)
amended by
No. 57/1997
s. 34(2).

(c) may apply, adopt or incorporate any statement of accounting standards or
statement of accounti ng practice issued by
any body at any time before the regulation is
made. S. 54(3)(c)
inserted by
No. 57/1997
s. 34(2).
(4) Regulations made under this Act may be disallowed in whole or in part by resolution of
either House of the Parliament in accordance with
the requirements of section 23(2) of the
Subordinate Legislation Act 1994 which
disallowance is deemed disallowance by
Parliament for the purposes of that Act. S. 54(4)
inserted by
No. 69/1987
s. 12(2),
amended by
No. 57/1997
s. 34(3).

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Act No. 9713/1981

55. Transitional provisions S. 55
inserted by
No. 8/2003
s. 20.
(1) If, immediately before the commencement of section 3 of the Business Licensing Legislation
(Amendment) Act 2003 , an application has been
made to the Registrar for incorporation of an
association but the Regist rar had not decided to
grant, or refuse to grant, a certificate of
incorporation to the a ssociation, the Registrar
must make his or her decision in accordance with
this Act as in force immediately before the
commencement of that section.
(2) Section 37(1) as am ended by section 14 of the
Business Licensing Legislation (Amendment)
Act 2003 applies to an incorporated association
that has been deregistered before, on or after the
commencement of section 14 of that Act.
__________________

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Act No. 9713/1981
s. 55

* * * * * Pt 10
(Heading and
s. 55)
repealed by
No. 14/1995
s. 6(b).

__________________

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Act No. 9713/1981
Sch.

SCHEDULE Ss 6, 54.

MATTERS TO BE PROVIDED FO R IN THE RULES OF AN
INCORPORATED ASSOCIATION
1. The qualifications (if any) fo r membership of the incorporated
association.
2. The register of members of the incorporated association.
3. The entrance fees, subscriptions and other amounts (if any) to be
paid by members of the incorporated association.
4. The name, constitution, membership and powers of the committee or other body having the management of the incorporated association
(in this paragraph referred to as “the committee”) and—
(a) the election or appointment of members of the committee;
(b) the terms of office of members of the committee;
(c) the grounds on which, or reasons for which, the office of a
member of the committee shall become vacant;
(d) the filling of ca sual vacancies occurring on the committee;
(e) the quorum and procedure at meetings of the committee.
5. The quorum and procedure at general meetings of members of the
incorporated association and whether members are entitled to vote
by proxy at general meetings. Sch. item 5
amended by
No. 10236
s. 8(2)(v)(i).

6. The time within which, and manner in which, notices of general
meetings and notices of motion are to be given, published or
circulated.
7. The sources from which the fund s of the incorporated association
are to be or may be derived.
8. The manner in which the funds of the association are to be managed and, in particular, the mode of drawing and signing cheques on
behalf of the incorporated association.
9. The intervals between general meetings of members of the incorporated association and the manner of calling general meetings.
10. The manner of altering the statement of purposes of the incorporated
association.
11. The manner of altering and rescinding the rules and of making additional rules of the incorporated association.

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Sch.

12. Provisions for the custody and us e of the common seal (if any) of the
incorporated association. Sch. item 12
amended by
No. 8/2003
s. 21.

13. The custody of relevant documents and securities of the incorporated
association. Sch. item 13
amended by
No. 57/1997
s. 35(1).

14. The inspection by members of the incorporated association of
relevant documents of the incorporated association. Sch. item 14
amended by
No. 57/1997
s. 35(2).

15. The disposition of any surplus assets on the winding up or
dissolution of the incorp orated association.
16. The procedure (if any) for the disciplining of members and the
mechanism (if any) for appearan ces by members in respect of
disciplinary action taken against them. Sch. item 16
inserted by
No. 10236
s. 8(2)(v)(ii).

17. The grievance procedures for settling disputes under the rules between the incorporated associa tion and any of its members or
between a member and any other member. Sch. item 17
inserted by
No. 57/1997
s. 35(3).

ÍÍÍÍÍÍÍÍÍÍÍÍÍÍÍ

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Act No. 9713/1981
Endnotes

ENDNOTES

1. General Information
The Associations Incorporation Act 1981 was assented to on 5 January
1982 and came into operation on 1 July 1983: Government Gazette 25 May
1983 page 1238.

127

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Act No. 9713/1981
Endnotes

2. Table of Amendments
This Version incorporates amendments made to the Associations
Incorporation Act 1981 by Acts and subordinate instruments.
–––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––
Companies (Consequential Am endments) Act 1982, No. 9761/1982
Assent Date: 13.7.82
Commencement Date: S. 2 on 30.3.82: s. 2(2); rest of Act on 1.7.82: s. 1(2)
Current State: All of Act in operation
Associations Incorporation (Amendment) Act 1983, No. 9940/1983
Assent Date: 13.9.83
Commencement Date: 13.9.83
Current State: All of Act in operation
Associations Incorporation (M iscellaneous Amendments) Act 1985,
No. 10236/1985
Assent Date: 10.12.85
Commencement Date: 7.1.86: s. 2
Current State: All of Act in operation
Supreme Court Act 1986, No. 110/1986
Assent Date: 16.12.86
Commencement Date: 1.1.87: s. 2
Current State: All of Act in operation
Associations Incorporation and Business Names (Amendment) Act 1987,
No. 69/1987
Assent Date: 24.11.87
Commencement Date: 22.12.87: s. 2
Current State: All of Act in operation
Transfer of Land (Computer Register) Act 1989, No. 18/1989
Assent Date: 16.5.89
Commencement Date: 3.2.92: Government Gazette 18.12.91 p. 3488
Current State: All of Act in operation
Magistrates’ Court (Consequentia l Amendments) Act 1989, No. 57/1989
Assent Date: 14.6.89
Commencement Date: S. 4(1)(a)–(e)(2) on 1.9.89: Government Gazette
30.8.89 p. 2210; rest of Act on 1.9.90: Government
Gazette 25.7.90 p. 2217
Current State: All of Act in operation
Associations Incorporation (Amendment) Act 1995, No. 14/1995
Assent Date: 9.5.95
Commencement Date: 9.5.95: s. 2
Current State: All of Act in operation

128

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Act No. 9713/1981
Endnotes

Miscellaneous Acts (Fur ther Omnibus Amendments) Act 1996, No. 73/1996
Assent Date: 17.12.96
Commencement Date: Pt 3 (ss 5, 6) on 17.12.96: s. 2(1)
Current State: This information relates only to the provision/s
amending the Associations Incorporation Act 1981
Co-operatives Act 1996, No. 84/1996
Assent Date: 23.12.96
Commencement Date: S. 467(Sch. 6 item 3) on 1.10.97: Special Gazette
(No. 122) 1.10.97 p. 1
Current State: This information relates only to the provision/s
amending the Associations Incorporation Act 1981
Associations Incorporation (Amendment) Act 1997, No. 57/1997
Assent Date: 28.10.97
Commencement Date: Ss 1, 2 on 28.10.97: s. 2(1); ss 3–35 on 1.7.98: s. 2(3)
Current State: This information relates only to the provision/s
amending the Associations Incorporation Act 1981
Public Sector Reform (Miscellaneous Amendments) Act 1998, No. 46/1998
(as amended by No. 12/1999)
Assent Date: 26.5.98
Commencement Date: S. 7(Sch. 1) on 1.7.98: s. 2(2)
Current State: This information relates only to the provision/s
amending the Associations Incorporation Act 1981
Transfer of Land (Single Register) Act 1998, No. 85/1998
Assent Date: 17.11.98
Commencement Date: S. 24(Sch. item 5) on 1.1.99: s. 2(3)
Current State: This information relates only to the provision/s
amending the Associations Incorporation Act 1981
Licensing and Tribunal (Amendment) Act 1998, No. 101/1998
Assent Date: 1.12.98
Commencement Date: S. 24 on 1.2.99: Government Gazette 24.12.98 p. 3204
Current State: This information relates only to the provision/s
amending the Associations Incorporation Act 1981
Fair Trading (Inspectors Powers and Other Amendments) Act 1999, No. 17/1999
Assent Date: 18.5.99
Commencement Date: S. 21 on 1.9.99: Government Gazette 19.8.99 p. 1901
Current State: This information relates only to the provision/s
amending the Associations Incorporation Act 1981
Business Registration Acts (Amendment) Act 2000, No. 35/2000
Assent Date: 6.6.00
Commencement Date: Ss 4–7, 11, 12 on 19.6.00: Government Gazette
15.6.00 p. 1248; ss 3, 9 on 30.7.01: Government
Gazette 19.7.01 p. 1664; ss 8, 10 on 1.7.02: s. 2(2)
Current State: This information relates only to the provision/s
amending the Associations Incorporation Act 1981

129

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Act No. 9713/1981
Endnotes

Associations Incorporation (Amendment) Act 2000, No. 57/2000
Assent Date: 8.11.00
Commencement Date: 9.11.00: s. 2
Current State: All of Act in operation
Corporations (Consequential Amendments) Act 2001, No. 44/2001
Assent Date: 27.6.01
Commencement Date: S. 3(Sch. item 7) on 15.7.01: s. 2
Current State: This information relates only to the provision/s
amending the Associations Incorporation Act 1981
Corporations (Financial Services Reform Amendments) Act 2002, No. 9/2002
Assent Date: 23.4.02
Commencement Date: S. 3(Sch. item 1) on 23.4.02: s. 2
Current State: This information relates only to the provision/s
amending the Associations Incorporation Act 1981
Business Licensing Legislation (Amendment) Act 2003, No. 8/2003
Assent Date: 6.5.03
Commencement Date: Ss 14, 20 on 11.8.03: Government Gazette 24.7.03
p. 1859; ss 3–13, 15–19, 21 on 1.11.03: Government
Gazette 30.10.03 p. 2744
Current State: This information relates only to the provision/s
amending the Associations Incorporation Act 1981
Fair Trading (Enhanced Compliance) Act 2004, No. 103/2004
Assent Date: 21.12.04
Commencement Date: S. 79 on 22.12.04: s. 2(1)
Current State: This information relates only to the provision/s
amending the Associations Incorporation Act 1981
Public Administration Act 2004, No. 108/2004
Assent Date: 21.12.04
Commencement Date: S. 117(1)(Sch. 3 item 16) on 5.4.05: Government
Gazette 31.3.05 p. 602
Current State: This information relates only to the provision/s
amending the Associations Incorporation Act 1981
Legal Profession (Consequential Amendments) Act 2005, No. 18/2005
Assent Date: 24.5.05
Commencement Date: S. 18(Sch. 1 item 7) on 12.12.05: Government Gazette
1.12.05 p. 2781
Current State: This information relates only to the provision/s
amending the Associations Incorporation Act 1981
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Associations Incorporation Act 1981
Act No. 9713/1981
Endnotes

3. Explanatory Details
1 S. 11(1)(a): See regulation 4 of the Corporations (Ancillary Provisions)
Regulations 2001, S.R. No. 63/2001.

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