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Charitable Associations Act

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Charitable Associations (Incorporation) Act [Cap
140] Commencement: 1 February 1982
LAWS OF THE REPUBLIC OF VANUATU
REVISED EDITION 1988
CHAPTER 140
CHARITABLE ASSOCIATIO NS (INCORPORATION)
Act 32 of 1981
ARRANGEMENT OF SECTIONS
SECTION
1. Interpretation
2. Incorporation of committee of charitable association
3. Appeals from refusal of grant of incorporation
4. Applications for incorporation
5. Certificate of incorporation
6. Gazetting of incorporations
7. Registered Office
8. Vesting of assets and liabilities
9. Validity of contracts of committees
10. Cancellation of certificates of incorporation
11. Appeals to Supreme C ourt from cancellations
12. Disposal of assets on cancellations
13. Registration of changes
14. Transfer of interests in land
15. Inspection of register
16. Regulations
SCHEDULE 1-Application for incorporati on of the committee of a charitable
association
SCHEDULE 2-Certificate of in corporation of committee of a charitable association
—————————————
CHARITABLE ASSOCIATIO NS (INCORPORATION)

To provide for the incorporation of comm ittees of charitable associations and
other purposes incidental thereto.

INTERPRETATION

1. In this Act, unless the context otherwise requires –

“association” means any association or body or persons;
“charitable purposes” includes objects of a re ligious, educational, cultural, scientific
or sporting nature or for general social welfare and any other object the main purpose
of which is not financial profit which the Minister declares to be charitable for the
purposes of this Act;
“Registrar” means the Registra r appointed by the Minister for the purpose of this Act.
INCORPORATION OF COMMITTEE OF CHARITABLE ASSOCIATION
2. (1) The Committee, having not less than six members, of any association
established for charitable purposes may appl y to the Registrar for a certificate of
incorporation of the committee as a corporate body.
(2) The Registrar shall either refuse to grant a certificate or if he is satisfied that the
application complies with the requirement s of this Act and the association is
established for charitable purposes grant a certificate.
(3) When granting a certificate the Registrar may attach such conditions in addition to
any that may be attached under section 3(4) as he may consider necessary for the
proper functioning and welf are of the association.
(4) On the date set out in the certificate of incorporation a committee shall become a
body corporate and may sue and be sued and do and suffer to be done all that
corporate bodies may do and suffer to be done.
APPEALS FROM REFUSAL OF GRANT OF INCORPORATION
3. (1) When refusing to grant a certificate of incorporation the Registrar shall give
reasons for such refusal in writing to the applicant committee.
(2) The Registrar may refuse to grant a certific ate for the reason that the objects of the
association discriminate against any pers on, group of persons or class of persons.
(3) A committee which has been refused a cer tificate of incorporation may appeal in
writing to the Minister within 14 days of receiving notification of the reasons for
refusal from the Registrar.
(4) The Minister may either refuse the a ppeal or order the Registrar to grant a
certificate of incorporation to the Committee subject to such conditions, if any, as he
may consider appropriate.
(5) The decision of the Minist er shall be final and may not be questioned in a Court
except on a point of law.
APPLICATIONS FOR INCORPORATION
4. (1) Every application to the Registrar under section 2 of this Act shall be in the
form and contain the particulars specifie d in Schedule 1 and shall be signed by not
less than half of the members of the Committee making the application.
(2) The application shall be accompanied by a copy of the articles of association or
other documents setting up the association.

(3) The Registrar may require evidence to certify the particulars in the application and
such other evidence or information as he may consider necessary.
CERTIFICATE OF INCORPORATION
5. (1) A certificate of incorporation hereunder shall be in the form set out in Schedule
2 and such certificate bearing the seal and signature of the Registrar shall be
conclusive evidence of the incorporation of the committee named therein and the date
thereof.
(2) The Registrar shall not issu e a certificate of incorporation in a name he considers
undesirable or resembles too closely the na me of any already incorporated committee
or other body whether incorporated or not.
GAZETTING OF INCORPORATIONS
6. The Registrar shall publish in the Gazette a notice of every incorporation under this
Act.
REGISTERED OFFICE
7. A committee incorporated he reunder shall have a registered office at which any
legal process may be served.
VESTING OF ASSETS AND LIABILITIES
8. (1) On the date set out in a certificate all assets and liabilities held for the benefit of
the association named in the certificate includi ng any interest in land referred to in its
application shall vest in its committee.
(2) The Director of Land Records shall register a committee incorporated hereunder
as owner of all interest in land listed in an application for incorporation upon the
lodging with him of a copy of the applic ation for incorporation of each committee
incorporated under this Act certified by the Registrar accompanied by a certified copy
of the certificate of incorporation.
VALIDITY OF CONTRACTS OF COMMITTEES
9. (1) All contracts made in writing by a committee incorporated hereunder whether
required by law to be in writing or not shall be validly made, varied or discharged if
signed by not less than two committee members.
(2) All contracts which under the law may be made orally shall be validly made,
varied or discharged orally if so done on behalf of a committee by any person acting
with express or implied authority.
CANCELLATION OF CERTIFICATES OF INCORPORATION

10. (1) If the Registrar is of the opinion that –
(a) an incorporation hereunder was obtained by fraud, misrepresentation or mistake;
or

(b) any of the objects of an association, the committee of which has been incorporated
have become unlawful; or
(c) a committee incorporated hereunder or its association is discriminating against any
person, group of persons or class of persons; or
(d) an association, the committee of which has been incorporated, is being used for an
unlawful purpose; or
(e) a committee incorporated hereunder or its association is not functioning or by
reason of the state of its affa irs, able property to function or has become dissolved; or
(f) a committee incorporated hereunder ha s failed to comply with any of the
provisions of this Act,
he may require the responsible committee by notice in writing to show cause within
30 days as to why its incorpor ation should not be cancelled.
(2) A notice under subsection (1) shall if the Registrar is unable to serve it at the
registered office of the comm ittee or on one or more of its registered members be
properly given if published in the Gazette and broadcast over a national radio network
on not less than 3 non-consecutive days.
(3) If within 30 days of serv ice of a notice a committee fails to satisfy the Registrar he
may cancel its incorporation by notice published in the Gazette.
(4) A cancellation shall take effect at the end of 42 days after the date of publication
of the notice of cancellation or on confirmation of cancellation by the Supreme Court
under section 11 whiche ver occurs later.
(5) Upon a cancellation taking effect a co mmittee shall cease to be a corporate body
but without prejudice to lia bilities incurred by it before or after cancellation.
(6) The Registrar may require any member of a committee that has ceased to be
incorporated hereunder to return a certificate of incorporation and neglect or refusal to
do so shall be an offence, a person convi cted thereof being liable to a fine of
VT20,000.
(7) The Registrar shall cancel the inco rporation of a committee incorporated
hereunder on dissolution of its association.
APPEALS TO SUPREME CO URT FROM CANCELLATIONS
11. Within 42 days of a cancellation under section 10 a committee or any member
may appeal to the Supreme Court against such cancellation and the Court may
confirm, set aside or vary the order of cancellation or make such order as it may
consider just.
DISPOSAL OF ASSETS ON CANCELLATION
12. If the articles, rules or constitution of an association, the committee of which has
been incorporated hereunder, make inad equate or no provision on cancellation under
section 10 or dissolution of th e association for the disposal of assets vested in the
committee the Minster shall upon cancellation make such order as he shall consider
proper.
REGISTRATION OF CHANGES
13. A committee incorporated hereunder shal l lodge with the Registrar, within 30
days of any of the following, details thereof –

(a) change of registered office;
(b) resignations, removals and appointments of committee members;
(c) changes in the articles, rules or constitution of association.
TRANSFER OF INTERESTS IN LAND
14. A committee incorporated hereunder shall lodge with the Minister not less than 15
days before the transfer, details of any transf er of any interest in land that it intends to
make.
INSPECTION OF REGISTER
15. The Registrar shall make available fo r inspection his register of committees
incorporated hereunder, and documents file d with him in relation thereto, on payment
of the fee, prescribed in a ccordance with section 16(1).
REGULATIONS
16. (1) The Minister for the be tter carrying out of the provisions of this Act may by
Order make regulations not in consistent with this Act.
(2) Without derogating from the generality of subsection (1) the Minister may by
Order –
(a) prescribe fees payable on a pplications for incorporation;
(b) repeal or amend the Schedules;
(c) prescribe fees for certification of documents by the Registrar.
———————————————
SCHEDULE 1
(Section 4)
APPLICATION FOR INCORP ORATION OF THE COMMITTEE
OF A CHARITABLE ASSOCIATION

We the undersigned committee members of the
………………………………………………………….
apply to the Registrar of Charitable Associ ations for incorporation in accordance with
the
Charitable Associations (incorporation) Act Cap. 140 and state as follows –

1. The name of the committee when incorporated shall be
The …………………………………………………………..
…………………… Committee (Inc.).
2. The registered office of the ………………………………….
………………………………………..
Committee (Inc.) shall be at ………………………………………
…………………………………..

3. The names, addresses and occupations of the members of the committee are –
(a) …………………………………………………………
……………………………………………..
………………………………………………………………
………………
(b) …………………………………………………………
……………………………………………..
………………………………………………………………
………………………………………..
(c) …………………………………………………………
…………………………………………….
………………………………………………………………
………………………………………..
(d) …………………………………………………………
……………………………………………..
………………………………………………………………
………………………………………..
(e) …………………………………………………………
……………………………………………..
………………………………………………………………
………………………………………..

(f) …………………………………………………………
…………………………………………….
………………………………………………………………
………………………………………..
(g) …………………………………………………………
……………………………………………..
………………………………………………………………
………………………………………

(h) …………………………………………………………
…………………………………………….
………………………………………………………………
………………………………………..
4. The members of the committee were elected or appointed in accordance with
articles/rules/ constitution of the association on the following date or dates –

NAME …………………………… DATE-OF ELECTION OR APPOINTMENT

5. The objects of the association are –
(The objects of the association may be give n by reference here to specific parts of
attachment 6(b)).

6. Attached hereto are –

(a) a statement of the assets and the liabi lities of the association signed by us;
(b) a certified copy of the articles/rules/cons titution of the association which includes

(i) the manner of appointment a nd removal of committee members;
(ii) the manner of changing the articles/rules/constitution;
(iii) the manner of dissolving the association;
(iv) the manner of disposal of assets on dissolution or can cellation of certificate of
incorporation.

DATED this ……………………. day of ……………………….
……. 198 ……………
Committee member
Committee member
Committee member
Committee member
Committee member
Committee member
—————————————————-
SCHEDULE 2
(Section 5)

CERTIFICATE OF INCORPORATION OF COMMITTEE OF A
CHARITABLE ASSOCIATION

I HEREBY CERTIFY THAT The committee of the
…………………………………………………..
Association has this day been in corporated under the name, The
…………………………………
Committee (Inc.) under the provisions of the
Charitable Associati ons (Incorporation)
Act Cap. 140 subject to the conditions contained in the Schedule.*

DATED this ……………………. day of ……………………….
……. 19 ……………
Registrar of Charitable Associations
SCHEDULE
Conditions of Incorporation

*delete unnecessary wording if no conditions are attached.
—————————————————-
SUBSIDIARY LEGISLATION
CHARITABLE ASSOCIATIONS (INCORPORATION) (FEES)
Order 24 of 1982

To prescribe fees payable in respect of certain matters relating to the Charitable

Associations (Incorporation) Act Cap. 140.

The fees set out under column B shall be pa yable for the matters set out under column
A-
Column A Column B

Application for incorporation VT5,000

Certificate of incorporation VT5,000

Certification of documents VT500

Inspection of register and documents
filed with the Registrar VT500

Change of name VT1,000

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