Circular 37/22 RSL NSW sub-Branch Incorporation
Further to Circular 18/22 issued on 19 May 2022, the RSL NSW Board has considered the process of incorporation and has worked with the team at ANZAC House and the District Presidents’ Council (DPC) to finalise and approve the Model Constitution and the Standard Operating Procedure (SOP) for sub-Branches to Incorporate as Companies Limited by Guarantee (CLGs), pursuant to the Corporations Act 2001 (Cth).
In May 2022, the RSL NSW Amendment Bill 2022 was passed through both houses of NSW Parliament to 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).
Representatives from 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.
The decision of whether to incorporate is one that must be considered very carefully by the sub-Branch. ANZAC House can provide information on sub-Branch incorporation but any decision to incorporate rests with the sub-Branch. Some answers to frequently asked questions about sub-Branch incorporation can also be found on the RSL NSW website here.
It is recommended that if a sub-Branch is considering incorporation, the Executive seeks independent professional advice.
The DPC and the Board have approved the following documents which are now available for download:
- Model Constitution for a Company Limited by Guarantee (CLG)
- Standard Operating Procedure 13 – Sub-Branch Incorporation
If your sub-Branch believes there would be benefit in conducting a workshop or similar on sub-Branch incorporation, please advise ANZAC House via firstname.lastname@example.org.
If you require further information about the Model Constitution or the Standard Operating Procedure, please contact email@example.com or call 1300 679 775.