RSL NSW sub-Branch Incorporation

The RSL NSW Constitution enables RSL NSW sub-Branches to incorporate. The Board has considered incorporation options and has finalised the legal process for sub-Branches to incorporate as companies limited by guarantee (CLGs) pursuant to the Corporations Law.

Many sub-Branches have asked why incorporation as an unincorporated association was not available to sub-Branches. This is because an association incorporated under the NSW incorporated associations legislation is intended for small community type organisations and is not appropriate for the current structural design of RSL NSW and its sub-Branches.

In May 2022, the RSL NSW Amendment Bill 2022 was passed through both houses of NSW Parliament, after extensive work by RSL NSW and many sub-Branches to successfully amend the RSL NSW Act 2018. The amendment provides that duty is not chargeable on the transfer of any dutiable assets from unincorporated sub-Branches to a newly incorporated entity. It also sees the preservation of cash reserves, that would otherwise have been required to have been paid as duty, able to be utilised to further the charitable purpose of RSL NSW (or for the sub-Branch). 

The question of whether or not to incorporate must be considered very carefully by sub-Branches.  While ANZAC House can provide recommendations on the advantages and disadvantages of incorporation, the decision to incorporate must be a sub-Branch decision.

Critically, sub-Branches must recognise that notwithstanding their decision to incorporate, their primary duty is to the RSL NSW Constitution and to support the charitable purpose of the RSL.

The following items are now available to sub-Branches:

1. Model constitution for a company limited by guarantee (CLG)
2. SOP 13: RSL NSW sub-Branch Incorporation
3. FAQs CLG Incorporation
4. Should my sub-Branch Incorporate

Additional resources:

1. Australian Charities and Not-for-profits Commission (ACNC) Companies Limited by Guarantee guideline
2. NFP Law: A guide to running a registered charity CLG

Frequently Asked Questions (FAQ)

1. FAQ for model constitution for a company limited by guarantee (CLG)

Should a sub-Branch incorporate?

To assist in sub-Branch deliberations, separate from the matter of the model constitution, ANZAC House has prepared a paper providing some general information as to what sub-Branches may need to consider if they wish to incorporate.

Should a sub-Branch seek legal advice on the model constitution?

Ideally, a sub-Branch should not use charitable funds to seek legal advice on model constitution. If such advice is required, the sub-Branch should advise the DPC through their District Council of their intent. This will enable the DPC to coordinate efforts and help appropriately preserve resources by efficiently enabling the sourcing and sharing of advice.

Should a sub-Branch seek legal advice on incorporation or not?

A sub-Branch must make its own decision to incorporate or not. ANZAC House will only refer members to its discussion paper. This paper is NOT legal advice. Similarly to above, ANZAC House would prefer that like-minded sub-Branches seeking legal advice coordinate any independent advice that might be required, through respective District Councils and the DPC.