Amalgamation

What is amalgamation?

Amalgamation combines 2 or more incorporated associations, including their assets and liabilities, to Form 1 incorporated association.

Any 2 or more associations incorporated in New South Wales may apply to be amalgamated under the Associations Incorporation Act 2009.

What is the effect of amalgamation?

The new amalgamated association:

  • becomes the registered entity
  • takes on the liabilities of each association
  • assumes the assets of each association
  • takes on the rights and responsibilities of each association
  • takes on any pending proceedings against any of the associations.

Members of each association then become members of the new association.

Who makes the decision whether to amalgamate?

Members of each association must pass a special resolution authorising the amalgamation and approving the objects and constitution for the proposed amalgamated association.

The associations should also approve the terms of the amalgamation, including how the association will operate in the future.

Go to the Resolutions page for information on special resolutions.

Can we keep the name of one of the amalgamating associations?

The name of the amalgamated association can be the name of one of the amalgamating associations or a new name may be chosen. Go to the Naming your incorporated association page for information on choosing a name.

How do we apply to amalgamate?

The proposed public officer for the amalgamated association must lodge an Application for registration of an amalgamated incorporated association (form A3) with Fair Trading.

The application must include:

  • the form A3 supplement signed by the public officer for each of the amalgamating associations
  • an estimate of the income and expenditure of the amalgamated association for the first financial year of the proposed amalgamated incorporated association
  • an estimate of the combined assets and liabilities of the proposed amalgamated association
  • a copy of the special resolution passed by each of the amalgamating associations
  • the original certificate of incorporation for each association or evidence that the certificate(s) has been lost
  • any outstanding annual summary of financial affairs for each of the amalgamating associations for the last 3 financial years prior to the application being made
  • the set fee.

What happens after the application is lodged?

The application will be reviewed to ensure it complies with the requirements of the Act.

In addition, Fair Trading will review the objects, size and nature of the proposed activities of the amalgamated association to determine whether its registration under the Act is appropriate.

After the amalgamated association is registered, Fair Trading will:

  • issue a certificate of incorporation for the amalgamated association, and
  • cancel registration of the individual associations.

Need more information?

Registry Services

PO Box 22
Bathurst NSW 2795
Tel: 02 6333 1400
FreeCall: 1800 502 042
Email: registryinquiries@finance.nsw.gov.au

 
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