Incorporated Societies Act
1988 Revised Edition
C
T
INCORPORATED SOCIETIES ACT
Incorporated Societies Act CAP. 28 Arrangement of Sections
1988 Revised Edition
to
Page 3
C
T
INCORPORATED SOCIETIES ACT
Arrangement of Sections
Section
1 Short Title. .......................................................................................................5
2 Interpretation....................................................................................................5
3 Incorporated Societies......................................................................................6
4 Pecuniary Gain.................................................................................................6
5 Rules of incorporated societies. .......................................................................6
6 Application for incorporation. .........................................................................7
7 Registrar to register society if in order.............................................................7
8 Certificate of incorporation to be conclusive evidence of registration. ...........8
9 Upon issue of certificate. .................................................................................8
10 Name of society not to be the same as the name of another society or
body corporate. ................................................................................................8
11 Change of name. ..............................................................................................9
12 Appeal from Registrar to Privy Council. .........................................................9
13 No liability on members for obligation of society. ..........................................9
14 Members to have no right to property of society. ............................................9
15 Contracts by society.........................................................................................9
16 Service of summons etc. on society. ..............................................................10
17 Security for costs where society is plaintiff. ..................................................10
18 Registered office. ...........................................................................................10
19 Restriction of operations of society. ..............................................................11
20 Society not to engage in operations involving pecuniary gain. .....................11
21 Alteration of rules. .........................................................................................11
22 Register of members. .....................................................................................12
23 Annual financial statement. ...........................................................................12
24 Voluntary winding up of society....................................................................13
25 Winding up of society by Supreme Court......................................................13
Arrangement of Sections CAP. 28 Incorporated Societies Act
1988 Revised Edition Page 4
to
26 Petition to Court for winding up. ...................................................................14
27 Division of surplus assets on winding up.......................................................14
28 Dissolution by Registrar.................................................................................14
29 Corporate body may become member of society. ..........................................14
30 Pecuniary gain received by member of such corporate body.........................15
31 Corporate body to be equivalent to 3 members..............................................15
32 Registrar. ........................................................................................................15
33 Registrar to keep register of incorporated societies. ......................................15
34 Inspection of documents.................................................................................16
35 Documents not liable to stamp duty. ..............................................................16
36 Regulations.....................................................................................................16
SCHEDULE 17
APPLICATION FOR INCORPORATION..........................................................17
Incorporated Societies Act CAP. 28 Section 1
1988 Revised Edition
to
Page 5
C
T
INCORPORATED SOCIETIES ACT
Act 29 of 1984
AN ACT TO MAKE PROVISION FOR THE INCORPORATION OF
SOCIETIES WHICH ARE NOT ESTABLISHED FOR THE PURPOSE
OF PECUNIARY GAIN
Commencement [6th April, 1988]
1 Short Title.
This Act may be cited as the Incorporated Societies Act.
2 Interpretation.
In this Act, unless the context otherwise requires—
“Prescribed” means prescribed by this Act or by regulations;
“Minister” means the Minister of Labour, Commerce and Industries;
“Registrar” means the Registrar of Incorporated Societies under this Act;
“Regulations” means regulations made by the King and Privy Council
under the authority of this Act;
“Society” means a society incorporated under this Act.
Section 3 CAP. 28 Incorporated Societies Act
1988 Revised Edition Page 6
to
3 Incorporated Societies.
(1) Any society consisting of not less than 5 persons associated for any lawful
purpose but not for pecuniary gain may, on application being made to the
Registrar under this Act become incorporated as a society under this Act.
(2) No such application shall be made except with the consent of a majority
of the members of the Society.
(3) No society shall be registered under a name which contains the word
“Royal” without the consent of His Majesty in Privy Council.
4 Pecuniary Gain.
Persons shall not be deemed to be associated for pecuniary gain merely by
reason of any of the following circumstances, namely:
(a) that the society itself makes gain unless that gain, or some part
thereof, is divided among the members or some of them;
(b) that the members of the society are entitled to divide between them
the property of the society on its dissolution;
(c) that the society is established for the protection or regulation of
some trade, business, industry, or calling in which the members are
engaged or interested, if the society itself does not engage or take
part in any such trade, business, industry, or calling, or any part or
branch thereof;
(d) that any member of the society derives pecuniary gain from the
society by way of salary as the servant or officer of the society;
(e) that any member of the society derives from the society any
pecuniary gain to which he would be equally entitled if he were not
a member of the society;
(f) that the members of the society compete with each other for
trophies or prizes other than money prizes.
5 Rules of incorporated societies.
(1) The rules of a society shall state or provide for the following matters, that
is to say:
(a) the name of the society, with the addition of the word
“Incorporated” as the last word in that name;
(b) the objects for which the society is established;
(c) the modes in which persons become members of the Society;
(d) the modes in which persons cease to be members of the Society;
Incorporated Societies Act CAP. 28 Section 6
1988 Revised Edition
to
Page 7
(e) the mode in which the rules of the society may be altered, added to,
or rescinded;
(f) the mode of summoning and holding general meetings of the
society, and of voting thereat;
(g) the appointment of officers of the society;
(h) the control and use of the common seal of the society;
(i) the control and investment of the funds of the society;
(i) the powers (if any) of the society to borrow money;
(k) the disposition of the property of the society in the event of the
winding up of the society;
(l) such other matters as the Registrar may require to be provided for
in any particular instance.
(2) The rules of the society may contain any other provisions which are not
inconsistent with this Act or with law.
(3) The rules of the society and any amendment of those rules shall be printed
or typewritten.
6 Application for incorporation.
Every application for the incorporation of a society shall be made to the
Registrar in the following manner:
(a) two copies of the rules of the society, having written thereon an
application for incorporation in the form in the Schedule hereto or
to the like effect shall be signed by not less than 5 persons being
members of the society and each subscriber to the application shall
add to his signature his description and address, and his signature
shall be attested by a witness who is not a subscriber. When any
body corporate is a subscriber its seal shall be affixed to the said
application;
(b) the 2 copies of the said rules so signed or sealed shall be delivered
to the Registrar, together with the prescribed fee, and together with
a statutory declaration made by an officer of the society, or by a
solicitor to the effect that a majority of the members of the society
have consented to the application, and that the rules so signed or
sealed are the rules of the society.
7 Registrar to register society if in order.
The Registrar, on being satisfied that the requirements of this Act have been
observed, shall thereupon, do the following things:
Section 8 CAP. 28 Incorporated Societies Act
1988 Revised Edition Page 8
to
(a) enter the name of the said society in the register kept by him under
this Act, together with such other particulars with respect to the
society as he thinks fit;
(b) issue under his seal a certificate that the society is incorporated
under this Act;
(c) register the rules of the society by sealing with his seal the said
copies thereof;
(d) return one of those copies to the subscribers and retain the other
copy.
8 Certificate of incorporation to be conclusive evidence of
registration.
Every certificate of incorporation issued under the seal of the Registrar shall be
conclusive evidence that all statutory requirements in respect of registration and
of matters precedent and incidental thereto have been complied with, and that
the society is authorised to be registered and has been duly registered and
incorporated under this Act.
9 Upon issue of certificate.
Upon the issue of the Certificate of incorporation, the subscribers to the rules of
the society, together with all other persons who are then members of the society
or who afterwards become members of the society in accordance with the rules
thereof shall, as from the date of incorporation mentioned in the certificate, be a
body corporate by the name contained in the said rules, having perpetual
succession and a common seal, and capable forthwith, subject to this Act, and to
the said rules, of exercising all the functions of a body corporate and of holding
land.
10 Name of society not to be the same as the name of another society
or body corporate.
No society shall be registered under a name which is identical with that of any
other society registered under this Act, or of a company carrying on business in
Tonga (whether registered in Tonga or not) or of any other body corporate
established or registered in Tonga under any Act, or so nearly resembles that
name as to be calculated to deceive, except where that other society or company
or body corporate, as the case may be, signifies its consent in such manner as the
Registrar requires, and the Registrar is satisfied that registration of the society by
the proposed name will not be contrary to the public interest.
Incorporated Societies Act CAP. 28 Section 11
1988 Revised Edition
to
Page 9
11 Change of name.
(1) If, through inadvertence or otherwise, a society at its first registration, or
on its registration by a new name, is registered by a name which is in
contravention of section 10 of this Act, or of any enactment, other than
this Act, relating to restrictions on the use of any name, the society shall,
within a period of 6 weeks from the date of its being required by the
Registrar to do so, or such longer period as he may allow, change its name
in accordance with section 21 of this Act to a name that is not in
contravention as aforesaid.
(2) If a society makes default in complying with the requirements of
subsection (1) of this section, it commits an offence and shall be liable on
conviction to a fine not exceeding $10 for every day on which the offence
has continued.
(3). No fee shall be payable to the Registrar in respect of an alteration of the
rules of a society if the alteration only changes the society's name
pursuant to the requirements of subsection (1) of this section.
12 Appeal from Registrar to Privy Council.
An appeal shall lie to the Privy Council from any refusal of the Registrar to
register rules of a society or any amendment of the rules of a society, and the
decision of the Privy Council on any such appeal shall be final.
13 No liability on members for obligation of society.
Except when otherwise expressly provided in this Act, membership of a society
shall not of itself impose on the members any liability in respect of any contract,
debt, or other obligation made or incurred by the society.
14 Members to have no right to property of society.
Except when otherwise expressly provided by this Act, or by the rules of a
society, membership of a society shall not be deemed to confer upon the
members any right, title or interest, either legal or equitable, in the property of
the society.
15 Contracts by society.
(1) Any contract which, if made between private persons, must be by deed
shall, when made by a society, be in writing under the common seal of the
society.
Section 16 CAP. 28 Incorporated Societies Act
1988 Revised Edition Page 10
to
(2) Any contract which, if made between private persons, must be in writing,
signed by the parties to be charged therewith may, when made by a
society, be in writing signed by any persons acting on behalf of and under
the express or implied authority of the society.
(3) Any contract which, if made between private persons, might be made
without writing may, when made by a society, be made without writing by
any person acting on behalf of and under the express or implied authority
of the society.
16 Service of summons etc. on society.
Any summons, notice, order, or other document required to be served upon a
society may be served by leaving the same at the society's registered office, or
by sending it through the post in a registered letter addressed to the society at
that office.
17 Security for costs where society is plaintiff.
Where a society is the plaintiff in any action or other legal proceeding, and there
appears by any credible testimony to be reason to believe that if the defendant is
successful in his defence the assets of the society will be insufficient to pay his
costs, any Court or Judge having jurisdiction in the matter may require sufficient
security to be given for those costs and may stay all proceedings until that
security is given.
18 Registered office.
(1) Every society shall have a registered office to which all communications
may be addressed.
(2) Notice of the situation of that office, and of any change therein, shall be
given to the Registrar and recorded by him.
(3) Until that notice is given, the society shall be deemed not to have
complied with the provisions of this section as to having a registered
office.
(4) If any society carries on its operations without having a registered office,
every officer of the society and every member of the committee of other
governing body of the society shall be liable to a fine not exceeding 10
seniti for everyday during which those operations are carried on.
Incorporated Societies Act CAP. 28 Section 19
1988 Revised Edition
to
Page 11
19 Restriction of operations of society.
(1) If any society carries on or proposes to carry on any operation which is
beyond the scope of the objects of the society as defined in its rules the
Registrar may give notice in writing to the society not to carry on that
operation.
(2) If after the receipt of that notice the society fails or refuses to conform
thereto, every officer of the society and every member of the committee or
other governing body of the society shall be liable to a fine not exceeding
$20 for every day during which that failure or refusal continues, unless he
proves the failure or refusal has taken place without his authority or
consent.
20 Society not to engage in operations involving pecuniary gain.
(1) No society shall do any act of such a nature that if the doing thereof were
one of the objects for which the society was established the members of
the society would be deemed to be associated for pecuniary gain within
the meaning of sections 4 and 5 hereof.
(2) Every society which does any such act shall be liable to a fine not
exceeding $100.
(3) Every member who aids, abets, procures, assists, or takes part in the doing
of any such act by a society shall be liable to a fine not exceeding $20 and
all such members shall be jointly and severally liable to any creditor of the
society for all debts and obligations incurred by the society in or in
consequence of the doing of that act.
(4) Every member who derives any pecuniary gain from any act done by the
society in breach of this section shall be deemed to have received the
same to the use of the society, and the same may be recovered by the
society accordingly.
21 Alteration of rules.
(1) A society may from time to time alter its rules in manner provided by the
said rules, but subject to the provisions of this Act.
(2) Every such alteration shall be in writing, signed or sealed in duplicate by
at least 3 members of the society, and the documents so signed or sealed
shall be delivered to the Registrar, accompanied by a statutory declaration
made by a solicitor or at least one member to the effect that the said
alteration has been made in accordance with the rules of the society.
(3) The Registrar, if satisfied that the alteration has been duly made, and that
the rules as so altered conform in all respects to this Act, shall register the
Section 22 CAP. 28 Incorporated Societies Act
1988 Revised Edition Page 12
to
alteration in like manner as in the case of the original rules, and the said
alteration shall thereupon take effect according to the tenor thereof. Such
registration shall be conclusive evidence that all conditions precedent to
the making of the alteration, or to the registration thereof, have been duly
fulfilled.
(4) Notwithstanding anything in subsection (3) of this section, the Supreme
Court, on an application made to it by any member of the society, may in
its discretion, if it is satisfied that any such condition as aforesaid has not
been duly fulfilled, declare the alteration to be void, in whole or in part,
and order that the registration be cancelled in whole or in part and give
such directions and make such provisions as seem just in the
circumstances of the case. On the delivery to the Registrar of a sealed
copy of the Court's order, he shall forthwith amend the register
accordingly.
(5) No alteration in the objects of a society shall be registered unless the
Registrar is satisfied either that the alteration is not of such a nature as to
prejudicially affect any existing creditor of the society, or that all creditors
who may be so affected consent to the alteration.
(6) In the case of any alteration of the name of a society the Registrar may, in
his discretion, refuse to register the alteration until the making thereof has
been publicly advertised in such manner as the Registrar thinks fit.
22 Register of members.
(1) Every society shall keep a register of its members.
(2) The register shall contain the names, addresses, and occupations of those
members, and the dates at which they became members.
(3) Every society shall from time to time, when required by the Registrar so
to do, send to him a list of the names, addresses, and occupations of its
members, accompanied by a statutory declaration verifying that list and
made by some officer of the society.
23 Annual financial statement.
(1) Every society shall deliver annually to the Registrar, in such form and at
such time as he requires, a statement containing the following particulars:
(a) the income and expenditure of the society during the society's last
financial year;
(b) the assets and liabilities of the society at the close of the said year;
(c) all mortgages, charges, and securities of any description affecting
any of the property of the society at the close of the said year.
Incorporated Societies Act CAP. 28 Section 24
1988 Revised Edition
to
Page 13
(2) The said statement shall be accompanied by a certificate signed by some
officer of the society to the effect that the statement has been submitted to
and approved by the members of the society at a general meeting.
(3) If any default is made by the society in the observance of the provisions of
this section, every officer of the society shall be liable to a fine not
exceeding 10 seniti for every day during which the default continues.
24 Voluntary winding up of society.
(1) A society may be wound up voluntarily if the society, at a general meeting
of its members, passes a resolution requiring the society so to be wound
up and the resolution is confirmed at a subsequent general meeting called
together for that purpose and held not earlier than 30 days after the date on
which the resolution so to be confirmed was passed.
(2) In subsection (1) of this section the term “resolution” means a resolution
carried by a majority of the valid votes cast by members voting at the
general meeting in person or, if so allowed by the society's rules, by
proxy; and for the purposes of that subsection the resolution shall be taken
to be confirmed if carried by such a majority.
(3) Subject to this Act and any regulations made under the authority thereof
the voluntary winding up of a society shall be governed by the same rules
as the voluntary winding up of a company.
25 Winding up of society by Supreme Court.
A society may be wound up by the Supreme Court under the following
circumstances, that is to say:
(a) if the society suspends its operations for the space of a whole
year; or
(b) if the members of the society are reduced in number to less than
5; or
(c) if the society is unable to pay its debts; or
(d) if the society carries on any operation whereby any member thereof
makes any pecuniary gain contrary to the provisions of this Act; or
(e) if the Supreme Court or a Judge thereof is of opinion that it is just
and equitable that the society should be wound up.
Section 26 CAP. 28 Incorporated Societies Act
1988 Revised Edition Page 14
to
26 Petition to Court for winding up.
(1) Any application to the Supreme Court for the winding up of a society
shall be by petition presented either by the society or by a member
thereof, or by a creditor thereof, or by the Registrar.
(2) All costs incurred by the Registrar in making application for the winding
up of a society shall, unless the said Court or a Judge thereof otherwise
orders, be a first charge on the assets of the society.
(3) Subject to this Act and to any regulations made under the authority
thereof, every application to the Supreme Court for the winding up of a
society and every winding up of a society by the said Court, shall be
governed by the same rules as in the case of the winding up of a company
by the said Court under the Companies Act.
27 Division of surplus assets on winding up.
On the winding up of a society (or on its dissolution by the Registrar) all surplus
assets after the payment of all costs, debts, and liabilities shall, subject to any
trust affecting the same, be disposed of in the manner provided by the rules of
the society or if such assets cannot be disposed of in accordance with the rules,
then as the Supreme Court or a Judge thereof directs.
28 Dissolution by Registrar.
(1) If at any time the Registrar is satisfied that a society is no longer carrying
on its operations or has been registered by reason of a mistake of fact or
law, he may make under his seal a declaration that the society is dissolved
as from the date of the declaration, and shall thereupon publish the
declaration in the Gazette and make in the register an entry of the
dissolution of the society.
(2) On the making of that entry the society shall be dissolved as from the date
of the declaration.
(3) At any time thereafter the Registrar, on being satisfied that the declaration
was made in error and ought to be revoked, may revoke the same by a
declaration published in the Gazette and shall thereupon make an entry of
that revocation in the register, and the society shall thereupon be revived
from the date of the dissolution thereof as if no such dissolution had taken
place.
29 Corporate body may become member of society.
Any corporate body, whether incorporated under this Act or in any other
manner, may be a member of a society incorporated under this Act, unless the
Incorporated Societies Act CAP. 28 Section 30
1988 Revised Edition
to
Page 15
purposes for which the society is established are ultra vires of the said corporate
body.
30 Pecuniary gain received by member of such corporate body.
When any corporate body is a member of a society incorporated under this Act,
any pecuniary gain received by any member of that corporate body shall be
deemed for the purposes of this Act to be pecuniary gain received by a member
of the society, and, in respect of any such pecuniary gain every member of that
corporate body shall be deemed to be a member of the society.
31 Corporate body to be equivalent to 3 members.
In estimating—
(a) the number of subscribers to the rules of a society for the purposes
of section 3 or section 6 of this Act, to the rules of branch; or
(b) the number of members of a society for the purposes of section 3 or
section 25 of this Act, every corporate body that is a subscriber or
member shall be taken as the equivalent of 3 subscribers or 3
members, as the case may be.
32 Registrar.
(1) His Majesty in Privy Council may from time to time appoint some person
to be the Registrar of Incorporated Societies, and may make regulations,
consistent with this Act, prescribing the duties and powers of the
Registrar.
(2) The Registrar, so appointed may hold his office in conjunction with any
other office which His Majesty in Privy Council deems not incompatible
therewith.
33 Registrar to keep register of incorporated societies.
(1) The Registrar shall keep a register in which there shall be recorded all
matter required by this Act or by any regulations to be recorded by the
Registrar.
(2) The Registrar shall keep a seal for the authentication of any documents
required for the purposes of this Act.
(3) There shall be paid to the Registrar such fees as may be prescribed by
regulations in respect of such matters as may be so prescribed.
Section 34 CAP. 28 Incorporated Societies Act
1988 Revised Edition Page 16
to
(4) All fees so paid to the Registrar shall be paid by him into the Public
Account and shall form part of the General Revenue Account.
(5) All expenses incurred in the administration of this Act shall be paid out of
money appropriated by the Legislative Assembly.
34 Inspection of documents.
(1) Every person may, on payment of the prescribed fee, inspect the register
or any documents lodged with the Registrar.
(2) Any person may, on payment of the prescribed fee, obtain a copy of the
certificate of the incorporation of any society or a copy of or extract from
the register or any document lodged with the Registrar, to be certified by
the Registrar under his seal.
(3) Any such copy or extract purporting to be under the seal of the Registrar
shall be received in evidence in all proceedings, civil or criminal.
35 Documents not liable to stamp duty.
No document required by this Act to be delivered to the Registrar shall be liable
to any stamp duty.
36 Regulations.
The Minister may, by Order in Council gazetted, make such Regulations as he
deems necessary for carrying into full effect the provisions of this Act.
Incorporated Societies Act CAP. 28 SCHEDULE
1988 Revised Edition
to
Page 17
SCHEDULE
Section 6(a)
APPLICATION FOR INCORPORATION
We, the several persons whose names are subscribed hereto, being members of the
above mentioned society, hereby make application for the incorporation of the society
under the foregoing rules, in accordance with the Incorporated Societies Act.
