Associations change their names when they merge, expand beyond a province, rebrand, or are told to by the Registrar. Section 17 sets out a three-deadline procedure that is easy to get wrong.
Step 1: the special resolution
Under section 17(1) of the Associations Incorporation Act 2023 an incorporated association “may, by special resolution, change its name to any other name by which it could be incorporated under Section 16”. A special resolution requires 75 per cent of the votes cast at an annual or special meeting of which at least 21 days’ notice was given specifying the intention to propose it as a special resolution (section 64(3)); the rules may require a higher majority. The new name must itself satisfy section 16: it must end in “Inc.”, must not be identical or almost identical to any registered name, and must not be undesirable or misleading. Search the registers before the meeting. See special resolutions.
Step 2: apply to the Registrar within 20 days
Section 17(2) requires an application for the Registrar’s approval, in the prescribed form, to be “submitted within 20 days after the date of the meeting at which the special resolution for the change of name was passed”, with the prescribed fee and any other prescribed documents. The same 20-day period applies to lodging notice of any special resolution under section 64(5), so a single filing can serve both purposes. If the new name complies with section 16 the Registrar “must register the change of name” and either note the change on the certificate of incorporation or issue a new one (section 17(3)). If it does not comply, the Registrar refuses, and the association’s recourse is the Minister’s consent under section 16(2) or the National Court under section 157.
Step 3: public notice within 20 days, filed within 10
The committee must, within 20 days after the date of filing the notice of name change with the Registrar, cause a public notice to be published indicating the change; and must file a copy of that public notice with the Registrar, in the prescribed form and with the prescribed fee, within 10 days from the date it was published.
Public notice means a daily newspaper circulating throughout the country or the National Gazette (section 3). Its purpose is to tell creditors, members and the public that the body they know under one name is now trading under another. The two deadlines run from different events, the filing and the publication, and both fall to the committee.
The penalty for missing a step
Section 17(6) provides that where the committee fails to comply with subsections (2), (4) or (5), “every member of the committee commits an offence”, punishable by a fine of up to K1,000 or one month’s imprisonment, or both. The defences in section 46, that the committee member took all reasonable steps or could not reasonably have been expected to, are available. The Registrar may extend time in special circumstances under section 159, but an extension should be sought before the deadline passes, not after.
Effect of the change
Section 17(7) provides that a change of name takes effect from the date specified in the certificate issued under section 17(3)(b); does not affect the identity of the association; does not affect its rights or obligations or those of any member, or legal proceedings by or against it; and that proceedings that could have been continued or commenced under the old name may be continued or commenced under the new one. The association is the same legal person with a new label. Contracts, leases, titles and bank accounts remain valid, but each institution will want to see the amended certificate, and section 19 requires the new name to appear correctly on every document from the effective date, on pain of personal liability for the signatory.
Changes the Registrar requires
Where the Registrar directs a change under section 18 because the existing name contravenes section 16, and the association does not comply within the period allowed (at least one month), the Registrar substitutes “Number x Incorporated Association Inc” and issues an amended certificate; section 17(4) then applies to that new name “as if the name of the incorporated association had been changed under Section 17”, so the association must advertise the number-name at its own expense. A special resolution adopting a better name, followed promptly by the section 17 steps, is the obvious response to a direction.
Update the register of members and the rules (which name the association under Schedule item 1, requiring a rules amendment lodged under section 21), the seal, the bank mandate, the Titles Office record for any land, the IRC and any funder records, and the signage and letterhead. Keep the old name on file for three years for anyone tracing the association through old contracts.
Sources
- Associations Incorporation Act 2023 — ss 3 (“public notice”), 16, 17, 18, 19, 21, 46, 64, 157, 159, Schedule item 1
Before relying on anything here, read the current text of the Associations Incorporation Act 2023 and check for later amendments. If a decision matters to you, get advice — start with the Office of the Public Solicitor, or find a firm in the law firms directory.