Part 5Compromise, winding up, transfer of activities and dissolution

Part 5—Compromise, winding up, transfer of activities and dissolution Division 1—General 40A—Power to compromise with creditors An incorporated association is declared to be an applied Corporations legislation matter for the purposes of Part 3 of the Corporations (Ancillary Provisions) Act 2001 in relation to Part 5.1 of the Corporations Act 2001 of the Commonwealth, subject to the following modifications: (b) such other modifications (within the meaning of Part 3 of Corporations (Ancillary Provisions) Act 2001) as may be prescribed by the regulations. 40B—Power to enter into voluntary administration An incorporated association is declared to be an applied Corporations legislation matter for the purposes of Part 3 of the Corporations (Ancillary Provisions) Act 2001 in relation to the provisions of Part 5.3A and Division 3 of Part 5.9 of the Corporations Act 2001 of the Commonwealth, subject to the following modifications: (b) such other modifications (within the meaning of Part 3 of Corporations (Ancillary Provisions) Act 2001) as may be prescribed by the regulations. 41—Winding up of incorporated associations (1) Subject to the succeeding provisions of this Part, an incorporated association may be wound up— (a) by the Supreme Court; or (b) voluntarily; or (c) on the certificate of the Commission issued with the consent of the Minister. (2) An incorporated association is declared to be an applied Corporations legislation matter for the purposes of Part 3 of the Corporations (Ancillary Provisions) Act 2001 in relation to the provisions of Parts 5.4B, 5.5, 5.6, Divisions 1 and 2 of Part 5.7B, Division 3 of Part 5.9 and Part 5A.1 of the Corporations Act 2001 of the Commonwealth, subject to the following modifications: (b) such other modifications (within the meaning of Part 3 of Corporations (Ancillary Provisions) Act 2001) as may be prescribed by the regulations. (3) The grounds on which an incorporated association may be wound up by the Supreme Court are as follows: (a) that the association has by a special resolution resolved that it be wound up by the Court; or (b) that— (i) the association has not commenced any activity or function; and (ii) more than one year has elapsed since the date of its incorporation; or (c) that the association is unable to pay its debts; or (d) that members of the committee of the association have acted in the affairs of the association in their own interests rather than in the interests of the members as a whole, or in any other manner whatsoever that appears to be unfair or unjust to other members; or (e) that affairs of the association are being conducted in a manner that is oppressive or unfairly prejudicial to, or unfairly discriminatory against, a member or members or in a manner that is contrary to the interests of the members as a whole; or (f) that an act or omission, or a proposed act or omission, by or on behalf of the association was or would be oppressive or unfairly prejudicial to, or unfairly discriminatory against, a member or members or was or would be contrary to the interests of the members as a whole; or (g) that the Court is of the opinion that it is just and equitable that the association be wound up. (4) For the purposes of subsection (3), if— (a) a creditor, by assignment or otherwise, to whom the association is indebted in a sum exceeding $1 000 then due, has served on the association a demand, signed by or on behalf of the creditor, requiring the association to pay the sum so due and the association has, for three weeks after service of the demand, failed to pay the sum or secure or compound for it to the reasonable satisfaction of the creditor; or (b) execution or other process issued on a judgment, decree or order of any court in favour of a creditor of the association is returned unsatisfied in whole or in part; or (c) the Court, after taking into account any contingent and prospective liabilities of the association, is satisfied that the association is unable to pay its debts, the association is to be taken to be unable to pay its debts. (5) Where an application has been filed with the Court for the winding up of an incorporated association on the ground that it is unable to pay its debts, the association is not, without the permission of the Court, entitled to resolve that it be wound up voluntarily. (6) Subject to subsection (5), an incorporated association may, by a special resolution, resolve that it be wound up voluntarily. (7) The grounds on which the Commission may issue a certificate for the winding up of an incorporated association are as follows: (a) that the association has contravened or failed to comply with a condition imposed in relation to the association by the Commission or the Minister under this Act; (b) that the incorporation of the association has been obtained by mistake or fraud; (c) that the association has, after notice by the Commission of any breach of this Act or the rules of the association, failed, within the time referred to in the notice, to remedy the breach; (d) that the association has not, within three months of notice being given by the Commission under section 42, requested the Commission to transfer its undertaking to another body corporate; (e) that the association is defunct. (8) For the purposes of this Act, the winding up of an incorporated association on the certificate of the Commission commences on application to the Supreme Court by the Commission and lodgment with the Court of a copy of the certificate and is to proceed as if the association had by special resolution resolved that it be wound up by the Court. (9) The Supreme Court may, on an order being made for the winding up of an incorporated association by the Court (including a winding up on the certificate of the Commission), if the Commission nominates a person who is not a registered company liquidator for appointment as the liquidator of the association, appoint the person so nominated as the liquidator of the association. (10) The Commission may, in relation to the voluntary winding up of an incorporated association, approve the appointment of a person who is not a registered company liquidator as the liquidator of the association. (11) The reasonable costs of a winding up are payable out of the property of the association. 41A—Appeals from decisions of receivers, liquidators, managers etc (1) A person aggrieved by an act, omission or decision of— (a) a person administering a compromise or arrangement; (b) a receiver, or a receiver and manager, of property of an incorporated association; (c) a liquidator or provisional liquidator of an incorporated association, may appeal to the Supreme Court in respect of that act, omission or decision. (2) The Court may, on an appeal pursuant to subsection (1), confirm, reverse or modify the act or decision, or remedy the omission, as the case may be, and make such orders and give such directions as it thinks fit. 41B—Reports to be submitted to liquidator (1) Where an incorporated association is wound up by the Supreme Court— (a) the members of the committee of the association (as at the date the order for winding up was made or any earlier date specified by the liquidator) must submit a report to the liquidator in the prescribed form within 14 days after the making of the winding up order; and (b) any officer or former officer of the association who has received notice in writing from the liquidator must submit a report to the liquidator, containing the information specified in the notice, within 14 days of service of the notice. (2) A liquidator must, within seven days after receiving a report under this section, lodge a copy of that report with the Supreme Court and the Commission. (3) On application by a committee or person required to submit a report under this section, the liquidator may, if satisfied that special reasons exist, extend the time for submitting that report. (4) The liquidator must, as soon as practicable, notify the Commission of any extension of time granted under subsection (3). (5) A person who fails to comply with a requirement of subsection (1), (2) or (4) is guilty of an offence. (6) The liquidator must reimburse a person who has made a report under this section, out of the property of the association, for the reasonable costs of making the report. 41C—Declaration of solvency (1) Where it is proposed to wind up an incorporated association voluntarily, a majority of the members of the committee may make a written declaration to the effect that they have made an inquiry into the affairs of the association and that, at a meeting of the committee, they have formed the opinion that the association will be able to pay its debts in full within a period not exceeding 12 months after the commencement of the winding up. (2) A declaration made under this section must be made and lodged with the Commission before the date on which notices of the meeting at which the resolution for winding up is to be proposed are sent out, or at a later date approved by the Commission. (3) A statement showing the affairs of the association, in the form prescribed by the regulations, must be attached to a declaration under this section. (4) A declaration under this section has no effect unless— (a) the resolution for voluntary winding up is passed within the period of five weeks after the making of the declaration or within any further period approved by the Commission (whether approved before or after the end of that five week period); and (b) the other requirements of this section have been complied with. (5) A member of the committee who makes a declaration under this section (including a declaration that has no effect in accordance with subsection (4)) without having reasonable grounds for the opinion stated in the declaration is guilty of an offence. Maximum penalty: $5 000 or imprisonment for one year. (6) If the association is voluntarily wound up within the period of five weeks after the making of the declaration or a further period approved by the Commission under subsection (4)(a) but its debts are not paid or provided for in full within the period stated in the declaration, it will be presumed, unless the contrary is shown, that a member of the committee who made the declaration did not have reasonable grounds for his or her opinion. 41D—Disclosure to creditors on voluntary winding up (1) Where a meeting of creditors of an incorporated association is to be held in accordance with Division 3 of Part 5.5 of the Corporations Act 2001 of the Commonwealth, as it applies to the incorporated association by virtue of this Part, the committee of the association must— (a) cause to be laid before the meeting of creditors a report in the form prescribed by the regulations, and verified by all members of the committee, as to the affairs of the association, made up to the latest practicable date before the notices of the meeting of creditors were sent; and (b) appoint a member of the committee to attend the meeting of creditors. (2) A member of the committee appointed under subsection (1)(b) must attend the meeting of creditors and disclose to the meeting the affairs of the association and the circumstances leading up to the proposed winding up. (3) The committee must, not later than seven days after the report referred to in subsection (1)(a) is laid before the meeting of creditors, lodge a copy of the report with the Commission. (4) If a committee or a committee member fails to comply with a requirement of this section, each committee member or that particular committee member (as the case may be) is guilty of an offence. 41E—Penalty for contravention of applied provisions A person who contravenes or fails to comply with a provision of the Corporations Act 2001 of the Commonwealth, as it applies to an incorporated association by virtue of this Part, is guilty of an offence. Maximum penalty: $5 000 or imprisonment for 1 year. 42—Power of Commission to require transfer of activities (1) Where the Commission is of the opinion— (a) that an incorporated association has ceased to be an association eligible to be incorporated under this Act; or (b) that the undertaking or operations of an incorporated association are being carried on by a body corporate incorporated under some other Act, or would more appropriately be carried on by such a body corporate, it may give notice to the association under this section. (2) If, within three months of the date of a notice under subsection (1), the incorporated association requests the Commission to transfer its undertaking to a body corporate specified in the request, the Commission may, by instrument published in the Gazette, order that the undertaking of the association be transferred accordingly. (3) On the date specified in the order under subsection (2)— (a) the incorporated association is dissolved; and (b) the property of the association becomes the property of the body corporate referred to in the order; and (c) the rights and liabilities of the association (whether certain or contingent) become rights and liabilities of the body corporate referred to in the order. (4) The Registrar-General must— (a) on the application of a body corporate in which any estate or interest in real property has vested by virtue of this section; and register the vesting of that estate or interest in land in the body corporate. (5) The vesting of property in a body corporate by virtue of this section, and any instrument evidencing or giving effect to that vesting, are exempt from stamp duty. 43—Distribution of assets upon winding up (1) Subject to subsection (1a), it is not lawful to distribute among members, former members or associates of members or former members of an incorporated association any surplus assets available for distribution at the completion of the winding up of the association under this Part. (1a) The surplus assets of an incorporated association may, with the consent of the Commission, be distributed among the members of the association if each of the members of the association is also an incorporated association that has identical or similar aims and objects. (2) Subject to this section and any order of the Supreme Court, the surplus assets of an incorporated association are, on a winding up of the association, to be distributed in accordance with— (a) the rules of the association; or (b) where there are no valid rules of the association governing distribution of the surplus assets—a special resolution of the association. (3) The Supreme Court may, on the application of the Commission, a liquidator or a member of an incorporated association, determine how surplus assets of the association are to be distributed on a winding up. (4) The Court must, in determining how the surplus assets of an association are to be distributed, have regard to the objects of the association and any relevant provisions of the rules of the association. (5) In this section— surplus assets, in relation to the winding up of an incorporated association, means those assets that remain after the liabilities of the association have been discharged and the costs and expenses of the winding up have been paid. 43A—Application for deregistration (1) A person authorised by a special resolution of an incorporated association that has surplus assets of a value not exceeding the prescribed amount may apply to the Commission, in the form prescribed by the regulations, for deregistration of the association. (2) Where it is impracticable for an incorporated association to authorise a person to make an application under this section because the association no longer has an active membership, the Commission may accept an application signed by not less than two people each of whom is— (a) an officer of the association; or (b) a member of the association; or (c) a person who, in the opinion of the Commission, has a proper interest in the application. (3) An application under this section must be accompanied by— (a) a declaration in the prescribed form stating that the association has no liabilities and is not a party to any legal proceedings; and (b) a statement setting out the proposed manner of distributing the association's surplus assets (or, where distribution has already occurred, setting out the basis on which that distribution was made); and (c) any other prescribed material; and (d) the prescribed fee. (4) A party to an application under this section must, at the request of the Commission, supply it with such further documents or information as the Commission may require. (5) Where an incorporated association making an application under this section does not have any valid rules governing the distribution of surplus assets on deregistration, the two people making an application under subsection (2) may request that the Commission approve the manner or proposed manner of distribution. (6) The Commission must, in approving a manner of distribution of surplus assets of an incorporated association, have regard to the objects of the association and any relevant provisions of the rules of the association. (7) The Commission must, within 1 month of the receipt of an application under this section, publish a notice, in a manner and form determined by the Commission to be most appropriate in the circumstances, setting out the prescribed particulars of the application and inviting members of the public to make written submissions to the Commission, within 1 month of the date specified in the notice for that purpose, in relation to the application. (8) In relation to an incorporated association that has not distributed its surplus assets, the Commission may, but is not obliged to, after the expiration of one month from the date of publication of the notice under subsection (7), approve the application for deregistration of the association if satisfied that— (a) the proposed manner of distribution of surplus assets is consistent with the requirements under section 43 in relation to distribution of assets upon winding up or with an approval of the Commission; and (b) no member of the public will suffer undue hardship as a result of deregistration of the association. (9) In relation to an incorporated association that has distributed its surplus assets, the Commission must, after the expiration of one month from the date of publication of the notice under subsection (7) or after the receipt of evidence satisfactory to the Commission as to the manner of distribution of surplus assets (whichever is the later), approve the application for deregistration of the association if satisfied that— (a) the manner of distribution of surplus assets was consistent with the requirements under section 43 in relation to distribution of assets upon winding up or with an approval of the Commission; and (b) no member of the public will suffer undue hardship as a result of deregistration of the association. (10) Within one month of an application under this section being approved, the Commission must publish a notice in the Gazette advising members of the public that the association named in the notice was deregistered under this section on the date specified in the notice. (11) On publication of a notice in the Gazette under subsection (10), the association named in the notice will be taken to be dissolved. (12) In this section— prescribed amount means— (a) $5 000; or (b) if a greater amount is prescribed by regulation, that amount; surplus assets, in relation to the deregistration of an incorporated association, means those assets that remain after the liabilities of the association have been discharged and the costs and expenses of deregistration have been paid. 44—Defunct associations (1) If the Commission is of the opinion that an incorporated association is defunct, it may— (a) by notice served on the association; or (b) where service cannot reasonably be effected in accordance with this Act—by notice published in a manner and form determined by the Commission to be most appropriate in the circumstances, require the association to show good cause why the association should not be dissolved. (2) If, upon the expiration of one month from giving notice under subsection (1), the Commission is satisfied that the incorporated association should be dissolved, it may, by notice published in the Gazette, cancel the incorporation of the association, whereupon the incorporated association is dissolved. (3) If the Commission is satisfied that an incorporated association was dissolved as a result of an error on the part of the Commission, the Commission may reinstate the association as an incorporated association after which the association is to be taken to have continued in existence as if it had not been dissolved and any property which may have vested in the Commission under section 45 is revested in the association. 44A—Commission to act as representative of defunct association in certain events (1) Where, after an association has been dissolved (whether before or after the commencement of this Act), it is proved to the satisfaction of the Commission— (a) that the association, if it still existed, would be legally or equitably bound to carry out, complete or give effect to some dealing, transaction or matter; and (b) that, in order to carry out, complete or give effect to that dealing, transaction or matter, some purely administrative act, not being of a discretionary kind, should have been done by or on behalf of the association, or should be done by or on behalf of the association if the association still existed, the Commission may, as representing the association or its liquidator under the provisions of this section, do that act or cause that act to be done. (2) The Commission may execute or sign any relevant instrument or document adding a memorandum stating that it has done so pursuant to this section, and any such execution or signature has the same force, validity and effect as if the association, if it still existed, had duly executed the instrument or document. 45—Outstanding property of former association (2) Any estate or interest in outstanding property of an association that is dissolved under this Act vests in the Commission. (3) In this section— outstanding property, in relation to an association, means any property, whether within or outside the State, which was vested in the association, to which the association was entitled, or over which the association had a disposing power, at the time that the association was dissolved but which was not got in, realised upon or otherwise disposed of or dealt with at that time. 46—Disposal of outstanding property (1) Upon proof to the satisfaction of the Commission that there is vested in it by force of section 45 any estate or interest in property, whether solely or together with any other person, of a beneficial nature and not merely held in trust, the Commission may get in, sell or otherwise dispose of or deal with that estate or interest, or any part of that estate or interest, as it sees fit. (2) The power of the Commission under subsection (1) to sell or otherwise dispose of or deal with any such estate or interest may be exercised, either solely or together with any other person, by public auction, public tender or private contract and in such manner, for such consideration and upon such terms and conditions as the Commission thinks fit, and includes power to rescind any contract and resell or otherwise dispose of or deal with that property as the Commission thinks expedient, and power to make, execute, sign and give such contracts, instruments and documents as the Commission thinks necessary. (3) There is payable to the Commission in respect of the exercise of the powers conferred upon the Commission by subsections (1) and (2), out of any income derived from, or the proceeds of sale or other disposition of, the estate or interest concerned, such commission as is prescribed. (4) The Commission may apply any moneys received by it in the exercise of any power conferred on it by this section in defraying the costs and expenses of and incidental to the exercise of that power and pay the remainder (if any) of the moneys to the Treasurer. (5) The Treasurer must pay all moneys paid to him or her under this section into the Consolidated Account. (6) A person making a claim in respect of any money paid to the Treasurer under subsection (4) may apply to the Supreme Court for an order of payment of an amount to him or her and the Court, if satisfied that an amount should be paid to him or her, must make an order for the payment accordingly. (7) On the making of an order under subsection (6) for payment of an amount to a person or where the Treasurer is otherwise of the opinion that an amount should be paid to a person out of moneys paid to the Treasurer under this section, the Treasurer must pay that amount to that person out of moneys lawfully available for that purpose. 47—Liability of Commission and Crown as to property vested in Commission Property vested in the Commission by operation of section 45 is liable and subject to all charges, claims and liabilities imposed on or affecting that property by reason of any laws as to rates, taxes, charges or any other matter or thing to which the property would have been liable or subject had the property continued in the possession, ownership or occupation of the association, but there is not to be imposed, on the Commission or the Crown, any duty, obligation or liability whatsoever to do or suffer any act or thing required by any such law to be done or suffered by the owner or occupier other than the satisfaction or payment of any such charges, claims or liabilities out of the property of the association so far as it is, in the opinion of the Commission, properly available for and applicable to such a payment. 48—Accounts The Commission must— (a) keep a record of any property coming into its possession or under its control or to its knowledge vested in it by force of section 45 and of its dealings with that property; and (b) keep accounts of all moneys arising from those dealings and of how they have been disposed of; and (c) keep all accounts, vouchers, receipts and papers relating to that property and those moneys. 49—Removal of name from register On the dissolution of an incorporated association, its name is to be removed from the register of incorporated associations. Division 2—Offences 49AA—Interpretation and application (1) This Division applies to an incorporated association— (a) that is being or has been wound up; (b) that has been in the course of being wound up, where the winding up has been stayed or terminated; (c) of which a provisional liquidator has been appointed; (d) that is or has been under administration; (e) that has executed a deed of arrangement (even if the deed has since been terminated); (f) that is defunct or is unable to pay its debts. (2) For the purposes of this Division, an incorporated association will be taken to be defunct if, and only if, the Commission has served or published notice in respect of the association under section 44(1). (3) For the purposes of this Division, an incorporated association will be taken to be unable to pay its debts if, and only if, execution or other process issued on a judgement, decree or order of any court in favour of a creditor of the association is returned unsatisfied in whole or in part. (4) In this Division— appropriate officer means— (a) in relation to an incorporated association that is being, has been or has been being wound up—the liquidator; (b) in relation to an incorporated association of which a provisional liquidator has been appointed—the provisional liquidator; (c) in relation to an incorporated association that is or has been under administration—the administrator; (d) in relation to an incorporated association that has executed a deed of arrangement—the deed's administrator; (e) in relation to an incorporated association that is defunct or is unable to pay its debts—the Commission; relevant day means— (a) in relation to an incorporated association that has been wound up or is being or has been being wound up— (i) if, because of the application of Division 1A of Part 5.6 of the Corporations Act 2001 of the Commonwealth, as applied by virtue of this Part, the winding up is taken to have begun on the day when an order that the association be wound up was made—the day on which the application for the order was filed; (ii) otherwise—the day on which the winding up is taken, because of Division 1A of Part 5.6 of the Corporations Act 2001 of the Commonwealth, as applied by virtue of this Part, to have begun; (b) in relation to an incorporated association of which a provisional liquidator has been appointed—the day on which the provisional liquidator was appointed; (c) in relation to an incorporated association that is or has been under administration—the day on which the administration began; (d) in relation to an incorporated association that has executed a deed of arrangement—the day on which the deed was executed; (e) in relation to an incorporated association that is defunct—the day on which notice was served or published under section 44(1); (f) in relation to an incorporated association that is unable to pay its debts—the day on which execution or other process was first returned unsatisfied in whole or in part in respect of the association. 49AB—Non-disclosure (1) An officer or former officer of an incorporated association to which this Division applies who— (a) does not, to the best of the person's knowledge and belief, fully and truly disclose to the appropriate officer— (i) all the property of the association; and (ii) how, to whom, for what consideration and when the association disposed of any part of its property, except such part as has been disposed of in accordance with the rules of the association; or (b) does not deliver up to the appropriate officer, or as the appropriate officer directs— (i) all the property of the association in the person's custody or under the person's control and that the person is required by law to deliver up; or (ii) all documents in the person's custody or under the person's control belonging to the association and that the person is required by law to deliver up; or (c) has, within five years before the relevant day or at any time on or after that day— (i) fraudulently concealed or removed any part of the association's property to the value of $100 or more; or (ii) concealed a debt due to or from the association; or (iii) fraudulently parted with, altered or made any omission in, or been privy to fraudulent parting with, altering or making an omission in, a document affecting or relating to affairs of the association; or (iv) by a false representation or other fraud, obtained on credit for or on behalf of the association, property that the association has not subsequently paid for; or (v) fraudulently pawned, pledged or disposed of property of the association that has been obtained on credit and has not been paid for; or (d) fraudulently makes any material omission in a statement relating to the affairs of the association; or (e) knowing or believing that a false debt has been proved by a person, fails for a period of one month to inform the appropriate officer of the knowledge or belief; or (f) prevents the production of any document affecting or relating to the affairs of the association; or (g) within five years before the relevant day, or at any time on or after that day, has attempted to account for any part of the association's property by making entries in the association's documents showing fictitious transactions, losses or expenses; or (h) within five years before the relevant day, or at any time on or after that day, has been guilty of any false representation or other fraud for the purpose of obtaining the consent of the association's creditors or any of them to an agreement relating to the association's affairs or to the winding up, commits an offence. (2) If a person pawns, pledges or disposes of property in circumstances that amount to an offence under subsection (1)(c)(v), a person who takes in pawn or pledge or otherwise receives the property knowing it to be pawned, pledged or disposed of in those circumstances commits an offence. 49AC—Failure to keep proper records (1) If— (a) a provision of section 39C was not complied with, in respect of a incorporated association to which this Division applies, during the whole or any part of the period of two years immediately preceding the relevant day or the period between the incorporation of the association and the relevant day, whichever is the shorter; and (b) the incorporated association was at any time during that period, or became at a later time, an incorporated association to which this Division applies, a member of the committee of the association who failed to take all reasonable steps to secure compliance by the association with the provision throughout that period and any other officer of the association who is in default each commit an offence. (a) if the offence is committed in respect of a prescribed association—$5 000 or one year imprisonment; or (b) in any other case—$5 000. (2) It is a defence to proceedings against a person under this section if it is proved that the person had reasonable grounds to believe and did believe that a competent and reliable person was charged with the duty of seeing that the requirements of section 39C were complied with and was in a position to discharge that duty. (3) A person who has been convicted of an offence under section 39C(3) constituted by a particular act, omission or course of conduct (including a course of omissions) is not liable to be prosecuted for, or convicted of, an offence under this section constituted by the same act, omission or course of conduct during the same period or any part of it. 49AD—Incurring debts not likely to be paid (1) Where— (a) an incorporated association has incurred a debt; and (b) immediately before the time when the debt was incurred— (i) there were reasonable grounds to expect that the incorporated association will not be able to pay all its debts as and when they become due; or (ii) there were reasonable grounds to expect that, if the incorporated association incurs the debt, it will not be able to pay all its debts as and when they become due; and (c) the incorporated association was, at the time when the debt was incurred, or becomes, at a later time, an incorporated association to which this Division applies, a person who was a member of the committee of the association, or took part in the management of the association, at the time when the debt was incurred commits an offence. (2) In any proceedings against a person under subsection (1) it is a defence if proved— (a) that the debt was incurred without the person's express or implied authority or consent; or (b) that at the time when the debt was incurred, the person did not have reasonable cause to expect— (i) that the incorporated association would not be able to pay all its debts as and when they became due; or (ii) that, if the incorporated association incurred that debt, it would not be able to pay all its debts as and when they became due. (3) Where— (a) an incorporated association has done an act (including the making of a contract or the entering into of a transaction) with intent to defraud creditors of the association or of any other person or for any other fraudulent purpose; and (b) the incorporated association was at the time when it does the act, or becomes at a later time, an incorporated association to which this Division applies, a person who was knowingly concerned in the doing of the act with that intent or for that purpose commits an offence. (4) A certificate issued by a court stating that a person specified in the certificate— (a) was convicted of an offence under subsection (1) in relation to a debt specified in the certificate incurred by an incorporated association so specified; or (b) was convicted of an offence under subsection (3) in relation to an incorporated association specified in the certificate, is, in any proceedings, prima facie evidence of the matters stated in the certificate. (5) A document purporting to be a certificate issued under subsection (4) will, unless the contrary is established, be deemed to be such a certificate and to have been duly issued. 49AE—Powers of court (1) A court that convicts a person of an offence under section 49AD may, on application by the Commission or the liquidator of the incorporated association (if any), declare that the person is personally responsible without any limitation of liability— (a) in the case of a conviction under section 49AD(1)—for the payment to the incorporated association of an amount equal to the whole of the debt to which the conviction relates or such part of the debt as the court considers appropriate; and (b) in the case of a conviction under section 49AD(3)—for the payment to the incorporated association of the amount required to satisfy all or any of the association's debts, as the court considers appropriate. (2) A court that makes a declaration under this section may make any consequential and ancillary orders and directions. (3) This section has effect despite the fact that the person concerned is criminally liable in relation to the matters on the ground on which the declaration is made. (4) On the hearing of an application under this section, the applicant may give evidence or call witnesses. 49AF—Frauds by officers (1) A person who, while an officer of an incorporated association— (a) by false pretences or by means of any other fraud, induces a person to give credit to the association or to a related body corporate; or (b) with intent to defraud the association or a related body corporate, or members or creditors of the association or a related body corporate, makes or purports to make, or causes to be made or to be purported to be made, any gift or transfer of, or charge on, or causes or connives at the levying of any execution against, property of the association or of a related body corporate; or (c) with intent to defraud the association or a related body corporate, or members or creditors of the association or of a related body corporate, conceals or removes any part of the property of the association or of a related body corporate after, or within two months before, the date of any unsatisfied judgement or order for payment of money obtained against the association or a related body corporate, is guilty of an offence. (2) In this section— related body corporate has the same meaning as in the Corporations Act 2001 of the Commonwealth.