7 Eligibility for incorporation
(1) Subject to this Act, an association formed or carried on for any lawful object and consisting of not less than 5 members is eligible to be incorporated under this Act.(2) Notwithstanding subsection (1), an association is not eligible to be incorporated under this Act if the association:(a) is carried on for the object of trading or securing pecuniary gain for its members,(b) has a capital divided into shares or stock held by members of the association,(c) holds property in which the members of the association have a disposable interest, whether directly or in the form of shares or stock in the capital of the association, or otherwise,(d) is an industrial organisation within the meaning of the Industrial Relations Act 1996 that is a State organisation incorporated under that Act,(e) is registered as a co-operative under the Co-operatives Act 1992, a society under the Friendly Societies Act 1989, a building society or credit union under the Financial Institutions (NSW) Code or a co-operative housing society under the Co-operative Housing and Starr-Bowkett Societies Act 1998, or(f) is a company within the meaning of the Corporations Act 2001 of the Commonwealth, other than a company limited by guarantee within the meaning of that Act, or(g) is an association which is, or is included in a class of associations which is, prescribed for the purposes of this subsection.(3) The incorporation of an association under this Act is valid notwithstanding that the association was not eligible to be so incorporated.
8 Authority to apply for incorporation
(1) An association which is eligible to be incorporated under this Act may, by special resolution:(a) authorise a person (not being a person under 18 years of age) who is resident in the State to incorporate the association under this Act,(b) approve a statement of objects of the proposed incorporated association, and(c) approve rules of the proposed incorporated association which comply with section 11 or approve the adoption of the model rules as the rules of the proposed incorporated association.(2) For the purpose of forming themselves into an incorporated association, 5 or more persons together may, in respect of a proposed association which would be eligible to be incorporated under this Act:(a) authorise a person (not being a person under 18 years of age) who is resident in the State to incorporate the proposed association under this Act,(b) approve a statement of objects of the proposed incorporated association,(c) approve rules of the proposed incorporated association which comply with section 11 or approve the adoption of the model rules as the rules of the proposed incorporated association, and(d) nominate 2 or more of their number to be the first members of the committee of the proposed incorporated association.(3) A person authorised under subsection (1) or (2) to incorporate an association or proposed association may make application to the Director-General for the incorporation of the association or proposed association under this Act and may perform all such acts and do all such things as may be necessary for securing the incorporation of the association or proposed association under this Act, notwithstanding, in the case of an association referred to in subsection (1), anything to the contrary in the rules, if any, of the association.
9 Application for incorporation
An application for the purposes of section 8 shall be in an approved form 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,(ii) the place where the principal place of administration of the incorporated association is proposed to be situated,(iii) the name and address in the State of the applicant, and(iv) (Repealed)(v) such other particulars as may be prescribed,(b) shall be accompanied by a copy of the statement of objects of the proposed incorporated association that has been approved as referred to in section 8,(c) shall be accompanied by a copy of the rules of the proposed incorporated association, being rules that comply with section 11 and which have been approved as referred to in section 8 or a statement that adoption of the model rules as the rules of the proposed incorporated association has been so approved,(d) (Repealed)(e) shall be accompanied by a statutory declaration made by the applicant declaring:(i) that the applicant is authorised in accordance with section 8 to apply for the incorporation of the association or proposed association under this Act, and(ii) that the particulars contained in the application are true,(iii) (Repealed)(f) shall be accompanied by such other documents as may be prescribed, and(g) shall be accompanied by the prescribed fee.
10 Certificate of incorporation
(1) Subject to subsection (2), where an application is made in accordance with section 9, the Director-General shall incorporate the association or proposed association under this Act by granting in respect of it a certificate of incorporation in an approved form.(2) The Director-General may refuse to incorporate an association or proposed association pursuant to subsection (1) if the Director-General is satisfied that incorporation of the association or proposed association under this Act would be inappropriate or inconvenient:(a) by reason of the Director-General’s assessment of:(i) the likely scale or nature of the activities of the association or proposed association,(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.
11 Rules of incorporated associations
(1) The rules of an incorporated association or proposed incorporated association comply with this section if:(a) they make provision, whether by adoption of the model rules or otherwise, for:(i) the several matters specified in Schedule 1, and(ii) such other matters as may be prescribed, and(b) they are divided into paragraphs which are designated by letters in alphabetical order or are numbered consecutively.(2) Subject to this Act, the rules of an incorporated association bind the association and the members of the association to the same extent as if the rules had been signed and sealed by each member and contained covenants on the part of each member to observe all the provisions of the rules.
(1) Except with the consent of the Minister, an association shall not be incorporated under a name that is in the opinion of the Director-General undesirable or is a name, or a name of a kind, under which the Minister has for the purposes of this Act directed the Director-General not to incorporate an association.(2) An association shall not be incorporated under a name that has not been reserved in respect of the association under section 13.(3) An incorporated association shall have at the end of its name the word “Incorporated” or the abbreviation “Inc.”.(4) The name of an incorporated association shall appear in legible characters on all business letters, statements of account, invoices, official notices, publications, bills of exchange, promissory notes, endorsements, cheques, orders, receipts and letters of credit of or purporting to be issued or executed by or on behalf of the association and if default is made in complying with this subsection the association shall be guilty of an offence and liable to a penalty not exceeding 2 penalty units.(5) Nothing in this section requires an incorporated association to use the word “Incorporated” or the abbreviation “Inc.” at the end of its name when the name appears on any document (other than a document referred to in subsection (4)) or on any other matter.
(1) A person may apply to the Director-General in an approved form for the reservation of a name set out in the application as:(a) the name of a proposed incorporated association, or(b) the name to which an incorporated association proposes to change its name.(2) If the Director-General is satisfied that an application made under subsection (1) for the reservation of a name is made in good faith and the name is available for reservation, the Director-General shall, if the prescribed fee has been paid, reserve the name for a period of 3 months from the date of lodgment of the application and, where the Director-General so reserves the name, the name shall be deemed to have been reserved from that date.(3) Where:(a) at any time during a period for which a name is reserved under this section (whether or not pursuant to the exercise on a previous occasion or previous occasions of a power under this section) and application is made to the Director-General for an extension of that period, and(b) the Director-General is satisfied that the application is made in good faith,the Director-General may extend that period for a further period of 3 months.(4) The reservation of a name under this section in respect of a proposed incorporated association or an incorporated association does not of itself entitle the proposed incorporated association or the incorporated association to be incorporated by that name, either originally or on a change of name.
(1) An incorporated association may by special resolution and with the approval of the Director-General change its name.(1A) On receiving notice in relation to an association incorporated under a name that includes the word “police” or “sheriff” that consent to the carrying on of activities under that name has been revoked under section 204B of the Police Act 1990 or section 12 of the Sheriff Act 2005, the Director-General may, by notice in writing given to the association, direct the association to change its name to a new name that does not include the word “police” or “sheriff”.(1B) The notice given by the Director-General under subsection (1A):(a) must specify a date by which an application for approval of a change of name must be made, and(b) must state that the association’s incorporation will be cancelled if such an application is not made on or before that date.(2) Where an incorporated association has passed a special resolution for the change of its name, the public officer of the association may make application to the Director-General for its approval to the change of name.(3) An application under subsection (2) shall be in an approved form and:(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,(b) shall be accompanied by such verification of the application as is prescribed, and(c) shall be accompanied by the prescribed fee.(4) Where an application is made under this section, the Director-General shall not approve a change of name of an incorporated association unless the proposed new name is a name under which an association may be incorporated in accordance with section 12.(5) Where an application is made under this section and the Director-General approves the change of name of an incorporated association, the Director-General shall issue a certificate of incorporation in an approved form in respect of the incorporated association under its new name.(6) Neither a change of name of an incorporated association pursuant to this Act nor the issue of a certificate of incorporation under subsection (5) in respect of the change operates:(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 continuity as a body corporate,(c) to affect the date of incorporation of the incorporated association,(d) to affect the property, or the rights or obligations, of the incorporated association, or(e) 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 in its former name may be continued or commenced by or against the association in its new name.