Amalgamate corporations
Two or more Aboriginal and Torres Strait Islander corporations can join together to form a new corporation. This is called ‘amalgamating’.
How to amalgamate 2 or more corporations
These steps are for amalgamating multiple corporations already registered under the Corporations (Aboriginal and Torres Strait Islander) Act 2006 (CATSI Act).
If one or more of the organisations is not under the CATSI Act, please contact us.
Step 1: Get members to approve it by passing a special resolution
To amalgamate corporations, the members of each corporation must agree to it.
This is done by passing a special resolution at a general meeting. A special resolution passes when at least 75% of the members voting agree.
Step 2: Send a statement to any substantial creditors
The directors of the amalgamating corporations must send a statement to any substantial creditors.
A substantial creditor is anybody who is owed more than $2,000 by a corporation.
It’s a good idea to:
- let your corporations’ funding bodies know about the proposed amalgamation
- speak to an accountant.
Step 3: Apply for registration
To amalgamate 2 or more corporations:
- Fill in the notice of intention to apply for registration of amalgamated corporation form.
- Within 14 days after sending the notice to us, publish a copy of the notice and a statement to substantial creditors in a newspaper covering the area where the amalgamating corporations have a registered office.
Example newspaper notice
STATEMENT TO SUBSTANTIAL CREDITORS — NOTICE OF INTENTION TO APPLY FOR REGISTRATION OF AN AMALGAMATED CORPORATION
The corporations listed in the form Notice of intention to apply for registration of an amalgamated corporation (see below) intend to amalgamate. A substantial creditor of any of the amalgamating corporations may, within 21 days, object to the Registrar, under section 29-18(3) of the Corporations (Aboriginal and Torres Strait Islander) Act 2006, to the grant of the application.
[A copy of the form must also be included.]
Each combining corporation has 21 days after the notice is published to inform substantial creditors about the proposed amalgamation and their right to object to it.
This usually means at least writing to each creditor about the proposed amalgamation.
Once you’ve taken these steps, you can fill in an application for registration.
Application checklist
Send your application form to us after your general meeting and include:
- a copy of the proposed rule book of the proposed combined corporation
- any outstanding reports that need to be lodged under the CATSI Act
- any applications for exemptions under the CATSI Act.
From each combining corporation we’ll need:
- a copy of the signed minutes and the special resolutions from the general meetings
- a copy of the creditors’ notice published in the newspapers
- evidence that each corporation has taken steps to inform creditors of amalgamation.
After amalgamation
Once the corporations are combined, we’ll:
- send you a certificate of registration
- send you the approved rule book
- publish details of the new corporation on the Register of Aboriginal and Torres Strait Islander Corporations
- deregister the original corporations.
