25BEffect of transfer of incorporation

### 25B Effect of transfer of incorporation > *\[Section 25B Inserted by No. 13 of 1993, s. 14 \]*[*\[Section 25B Substituted by No. 42 of 2001, Sched. 1, Applied:15 Jul 2001\]*](/view/html/inforce/2001-07-15/act-2001-042#JS1@Ja4@GC8@EN) > > > (1)  Subject to this section, if a company is incorporated as an incorporated association under [section 25A](#GS25A@EN) , [section 3](#GS3@EN) does not operate to declare the company to be an excluded matter for the purposes of section 5F of the Corporations Act in relation to such provisions of the Corporations legislation as are necessary – > > > > > > (a) to continue in existence any right, privilege, obligation or liability acquired or incurred under that Act before the incorporation; or > > > > > > > (b) to preserve any penalty, forfeiture or punishment incurred in respect of any offence committed against that Act before the incorporation; or > > > > > > > (c) to enable any investigation, legal proceeding or remedy to be instituted, continued or enforced in respect of any such right, privilege, obligation, liability, penalty, forfeiture or punishment. > > > (2)  [*\[Section 25B Subsection (2) substituted by No. 37 of 2011, s. 4, Applied:09 Nov 2011\]*](/view/html/inforce/2011-11-09/act-2011-037#GS4@EN) Where a company is incorporated as an association under [section 25A](#GS25A@EN)  – > > > > > > (a) the incorporated association is a continuation of, and the same legal entity as, the company; and > > > > > > > (b) the directors of the company become the committee of the incorporated association for the purposes of this Act; and > > > > > > > (c) the assets of the company vest in the incorporated association subject to any subsisting trusts, covenants or contractual obligations; and > > > > > > > (d) the rights and liabilities of the company become rights and liabilities of the incorporated association; and > > > > > > > (e) any claims or proceedings initiated by or against the company may be pursued by or against the incorporated association in its own name or in the name of the company.