Associations Incorporation Act 1985

Subject to the succeeding provisions of this Part, an incorporated association may be wound up—

by the Supreme Court; or

voluntarily; or

on the certificate of the Commission issued with the consent of the

An incorporated association is declared to be an applied

the modifications necessary to give effect to this section and the succeeding provisions of this Part; and

such other modifications (within the meaning of Part 3 of

The grounds on which an incorporated association may be wound up by the Supreme Court are as follows:

that the association has by a special resolution resolved that it be wound up by the Court; or

that—

the association has not commenced any activity or function;

more than one year has elapsed since the date of its incorporation;

that the association is unable to pay its debts; or

that members of the committee of the association have acted in the affairs of the association in their own interests rather than in the interests of the members as a whole, or in any other manner whatsoever that appears to be unfair or unjust to other members; or

that affairs of the association are being conducted in a manner that is oppressive or unfairly prejudicial to, or unfairly discriminatory against, a member or members or in a manner that is contrary to the interests of the members as a whole; or

that an act or omission, or a proposed act or omission, by or on behalf of the association was or would be oppressive or unfairly prejudicial to, or unfairly discriminatory against, a member or members or was or would be contrary to the interests of the members as a whole; or

that the Court is of the opinion that it is just and equitable that the association be wound up.

For the purposes of subsection (3), if—

a creditor, by assignment or otherwise, to whom the association is indebted in a sum exceeding $1 000 then due, has served on the association a demand, signed by or on behalf of the creditor, requiring the association to pay the sum so due and the association has, for three weeks after service of the demand, failed to pay the sum or secure or compound for it to the reasonable satisfaction of the creditor; or

execution or other process issued on a judgment, decree or order of any court in favour of a creditor of the association is returned unsatisfied in whole or in part; or

the Court, after taking into account any contingent and prospective liabilities of the association, is satisfied that the association is unable to pay its debts, the association is to be taken to be unable to pay its debts.

Where an application has been filed with the Court for the winding up of an incorporated association on the ground that it is unable to pay its debts, the association is not, without the permission of the Court, entitled to resolve that it be wound up voluntarily.

Subject to subsection (5), an incorporated association may, by a special resolution, resolve that it be wound up voluntarily.

The grounds on which the Commission may issue a certificate for the winding up of an incorporated association are as follows:

that the association has contravened or failed to comply with a condition imposed in relation to the association by the Commission or the

that the incorporation of the association has been obtained by mistake or fraud;

that the association has, after notice by the Commission of any breach of this Act or the rules of the association, failed, within the time referred to in the notice, to remedy the breach;

that the association has not, within three months of notice being given by the Commission under section 42, requested the Commission to transfer its undertaking to another body corporate;

that the association is defunct.

For the purposes of this Act, the winding up of an incorporated association on the certificate of the Commission commences on application to the Supreme Court by the Commission and lodgment with the Court of a copy of the certificate and is to proceed as if the association had by special resolution resolved that it be wound up by the Court.

The Supreme Court may, on an order being made for the winding up of an incorporated association by the Court (including a winding up on the certificate of the Commission), if the Commission nominates a person who is not a registered company liquidator for appointment as the liquidator of the association, appoint the person so nominated as the liquidator of the association.

The Commission may, in relation to the voluntary winding up of an incorporated association, approve the appointment of a person who is not a registered company liquidator as the liquidator of the association.

The reasonable costs of a winding up are payable out of the property of the association.