Incorporated Associations

Amalgamation

Who can amalgamate?
What is the effect of amalgamation?
Who makes the decision whether to amalgamate?
What if all associations do not agree on the amalgamation?
How do we make the application to amalgamate?
Who should sign and lodge the resolution for amalgamation of the associations?
What happens after the application is lodged?

Who can amalgamate?

Amalgamation is the process of combining two or more incorporated associations, including their assets and liabilities, to form one incorporated association.

What is the effect of amalgamation?

The effects of amalgamation include:

incorporation of each of the amalgamation associations ceases and the new amalgamated association is incorporated
all persons who were members of the associations amalgamation become members of the amalgamated association
all of the assets and liabilities of the amalgamating associations become the assets and liabilities of the new amalgamated association without the need for any conveyance or transfer
The amalgamation of the incorporated associations does not prejudice any right of a creditor of, or any person having a claim against, any of the amalgamated associations, and any such right or claim may be enforced against the association created by the amalgamation

Who makes the decision whether to amalgamate?

The members of each of the associations proposing to amalgamate must consent to the proposed amalgamation by passing a special resolution approving:

the amalgamation of the associations
the statement of objects of the proposed amalgamated incorporated association
the rules of the proposed amalgamated incorporated association.

What if all associations do not agree on the amalgamation?

If the members of the associations proposing to be amalgamated do not pass the required special resolution, the amalgamation cannot proceed. In this case, the associations continue as individually incorporated associations.

Section 23 provides that a special resolution is one which is passed by not less than three-quarters of such members who are present at a general meeting of which notice specifying the intention to propose the special resolution was given in accordance with the associations rules. Accordingly, proxy voting is not permissible for special resolutions.

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How do we make the application to amalgamate?

The incorporated associations intending to amalgamate are required to lodge the following documentation with Consumer Affairs:

lodge a notice of passing of special resolution for amalgamation
a new constitution
public officer form
each association wishing to amalgamate must have lodged all required financial annual returns

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Who should sign and lodge the resolution for amalgamation of the associations?

The public officer of each association must sign and lodge a notice of special resolution for amalgamation form. If the signature differs form our records the form may be forwarded to the public officer on file to be signed. This can delay the amalgamation process.

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What happens after the application is lodged?

Consumer Affairs will check that the notice of special resolution has been signed by the public officer on record and that the association’s annual returns are up to date.

If all the documents required under the Act have been obtained the Commissioner may approve the amalgamation of the incorporated associations.

If approved the Commissioner will publish a notice of the amalgamation in the Tasmanian Government Gazette and the public officer of the new association will receive a certificate of incorporation.