62New body is continuation of incorporated association

62 New body is continuation of incorporated association (1) When an incorporated association transfers to a new body, the body corporate constituted by the new body must be considered to be the same entity as the body corporate constituted by the (2) Without limiting subsection (1), on the transfer: (a) the assets of the incorporated association vest in the new body without the need for any conveyance, transfer, assignment or assurance; and (b) the rights and liabilities of the incorporated association become the rights and liabilities of the new body; and (c) all proceedings by or against the incorporated association that are pending immediately before the transfer are taken to be proceedings pending by or against the new body; and (d) any act, matter or thing done or omitted to be done by or in relation to the incorporated association before the transfer is (to the extent to which that act, matter or thing has any force or effect) taken to have been done or omitted by or in relation to the new body; and

Associations Act 2003 42 (e) a reference in an instrument or in any document of any kind to the incorporated association includes a reference to the new body. (3) The operation of this section must not be regarded: (a) as a breach of contract or confidence or otherwise as a civil wrong; or (b) as a breach of any contractual provision prohibiting, restricting or regulating the assignment or transfer of assets, rights or liabilities; or (c) as giving rise to any remedy by a party to an instrument, or as causing or permitting the termination of any instrument, because of a change in the beneficial or legal ownership of any asset, right or liability. (4) Despite the Stamp Duty Act 1978, a document or instrument executed or registered for or with respect to a transfer of any property to give effect to this section is exempt from stamp duty. (5) In this section: assets means any legal or equitable estate or interest (whether present or future and whether vested or contingent) in real or personal property of any description (including money), and includes any securities, choses in action and documents. instrument means an instrument (other than this Act) that creates, modifies or extinguishes rights or liabilities (or would do if lodged, filed or registered in accordance with any law), and includes any judgment, order and process of a court. liabilities means liabilities, debts and obligations (whether present or future and whether vested or contingent).