Associations Incorporation Act 1981 (Victoria)/Part III

by Government of the State of Victoria, Australia

PART III—NAMES AND REGISTERED ADDRESSES^[1]

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 last 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

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(1) The name of an incorporated association must appear in legible characters—

(a) on its common seal (if any); and^[3]

(b) in all notices, advertisements and other official publications of the incorporated association; and

(c) in all its business documents.

(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 subsection (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 association, 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 approval 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.

(3) An application under subsection (2) shall be in the form approved by the Registrar and containing the prescribed particulars and—^[4]

(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) repealed^[5]

(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 association 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 association, the Registrar shall issue a new certificate of incorporation.^[6]

(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 incorporated association direct it to change its name.^[7]

(5B) A notice to an incorporated association under subsection (5A) has effect as if it were a special resolution of the incorporated association.^[8]

(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 continuity as a body corporate;

(c) to affect the property, or the rights or obligations, of the incorporated 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

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(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 notify the Registrar in the form approved by the Registrar no later than 14 days after that change.^[10]

(3) If an incorporated association fails to comply with this section, the incorporated 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.

Footnotes

1. Pt 3 (Heading) amended by No. 57/1997 s. 7.
2. S. 12A inserted by No. 57/1997 s. 8.
3. S. 12A(1)(a) amended by No. 8/2003 s. 7(a).
4. S. 13(3) amended by No. 35/2000 s. 3(c).
5. S. 13(3)(b) repealed by No. 10236 s. 8(1)(g).
6. S. 13(5) substituted by No. 10236 s. 8(1)(h).
7. S. 13(5A) inserted by No. 10236 s. 8(1)(h).
8. S. 13(5B) inserted by No. 10236 s. 8(1)(h).
9. S. 13A inserted by No. 57/1997 s. 9.
10. S. 13A(2) substituted by No. 8/2003 s. 6.