Amalgamating existing incorporated associations

There may be situations where it makes sense to merge the activities of two or more incorporated associations together and continue on as a single incorporated association.  This process is known as amalgamation.

To begin the amalgamation process it is necessary for each of the merging associations to pass its own special resolutions confirming the:

  • terms of the amalgamation;
  • name and objects of the new group; and
  • proposed rules for the new group 

More information on the requirements for a special resolution is provided in Altering the Rules

Once the above process has been completed, an application to amalgamate the associations should be submitted to the Department of Commerce using AssociationsOnline along with the prescribed fee.
 
If the Commissioner is satisfied that the:

  • required special resolutions have been passed in accordance with the Act;
  • proposed new body is eligible for incorporation; and
  • rules of the new body comply with the requirements of the Act,

a certificate of incorporation will be issued for the new body and each of the amalgamating incorporated associations will be automatically cancelled. 

Transfer of amalgamating associations’ property and liabilities

Once the new body has been incorporated:

  • the property of all the former associations vest with the new incorporated association;
  • the rights and liabilities of the former associations become the rights and liabilities of the new incorporated association;
  • any proceedings by or against the former associations that existed immediately prior to the incorporation of the new association may be continued by or against the new body; and
  • any pre-existing agreements of the former associations will apply to the new incorporated association (unless the agreements state otherwise).