Regulatory Services
Winding-up clause
National Regulatory System for Community Housing
Under item 2 of part 1 of schedule 3 of the Housing Act 2003 (the Act), there is a requirement for all
registered community housing providers to have an appropriate National Regulatory System for
Community Housing (NRSCH) winding-up clause. This clause is to provide for remaining community
housing assets located in Queensland to be transferred under the Act and for assets located in another
participating jurisdiction to be transferred under the corresponding law of that jurisdiction.
The below example of an appropriate winding-up clause is consistent with item 2 of part 1 of schedule 3
of the Housing Act 2003. You may choose to adopt this clause.
Example of an appropriate winding-up clause:
1.
National Regulatory System for Community Housing winding-up requirements.
1.1
In this clause ‘Community Housing Asset’, ‘Corresponding Law’, ‘Housing Agency’,
‘Participating Jurisdiction’ and ‘Registered Provider’ have the same meanings as in the
Housing Act 2003 (Qld).
1.2
Despite clause [cross-reference to general winding-up clause], each Community Housing Asset
remaining after satisfaction of the Company’s liabilities must be transferred as follows:
(a) each remaining Community Housing Asset of the Company in Queensland must be
transferred under s 37H(2)(a) of the Housing Act 2003 (Qld); and
(b) each remaining Community Housing Asset of the Company located in a Participating
Jurisdiction must be transferred under the Corresponding Law of that Participating
Jurisdiction to:
(i) the Housing Agency in the Participating Jurisdiction;
(ii) another Registered Provider in the Participating Jurisdiction; or
(iii) another entity as prescribed under the Corresponding Law.
Please note that the above example indicates that you should cross-reference to a general
winding-up clause, separate to the NRSCH winding-up clause.
A general winding-up clause refers to the clause in your constitution, rules or other constituting
document that deals with your organisation’s assets after satisfaction of debts and liabilities, prior to
closing down your organisation. The NRSCH winding-up clause applies to state-funded community
housing assets. Visit the Regulatory Services website for more information about community housing
asset definitions.
Winding-up clause: National Regulatory System for Community Housing – Regulatory Services
Alternative wording
You may choose to use suitable alterative wording, rather than the above example. If you choose to draft
alternative wording, it is your responsibility to ensure that the wording is legally consistent with the Act
and the National Law. You must seek appropriate and sound legal advice. This will be provided to the
Registrar to demonstrate that the alternative wording is appropriate and compliant with this condition of
registration.
The Primary Registrar will examine the evidence and reach a final decision, which may or may not concur
with your legal advice.
Operational requirements
It is important to note the following:
 the NRSCH winding-up clause outlined above is merely an example of a clause intended to comply
with the requirement in item 2 of part 1 of schedule 3 of the Housing Act 2003;
 the NRSCH winding-up clause would apply in addition to the existing winding up clauses which would
remain in the constitution;
 if you are considering using a clause similar to the NRSCH winding-up example, you need to obtain
your own legal advice about your winding up clause and any changes required to adapt the example
for use in your constitution.
Do
Don’t
Insert the NRSCH winding-up clause (or other
legally consistent clause) as a stand-alone clause
that is in addition to your organisation’s general
winding-up clause.
Insert the NRSCH winding-up clause (or other
legally consistent clause) as a sub-clause to the
general winding-up clause.
Example:
Example:
10 General winding-up clause
10 General winding-up clause
11 NRSCH winding-up clause
(1) In this clause…
(2) Despite clause 10…
10.1 NRSCH winding-up clause
(1) In this clause…
(2) Despite clause 10…
Example:
Example:
10 General winding-up clause
10A General winding-up clause
10A NRSCH winding-up clause
(1) (1)In this clause…
(2) (2)Despite clause 10…
10A.1 NRSCH winding-up clause
(1)
In this clause…
(2)
Despite clause 10A…
Example:
Example:
10 Winding-up (Heading)
10 Winding-up (Heading)
10.1 General winding-up clause
10.2 NRSCH winding-up clause
(1) In this clause…
(2) Despite clause 10.1…
10.1 General winding-up clause
10.1.1 NRSCH winding-up clause
(1) In this clause…
(2) Despite clause 10.1…
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Winding-up clause: National Regulatory System for Community Housing – Regulatory Services
Ensure the NRSCH winding-up clause (or other
legally consistent clause) cross-references the
general winding-up clause.
Remove or replace your general winding-up
clause with the NRSCH winding-up clause (or
other legally consistent clause).
Example:
Example:
10 General winding-up clause
10 General winding-up clause
11 NRSCH winding-up clause
11 10 NRSCH winding-up clause.
(1) In this clause…
(2) Despite clause 10…
Example:
10 General winding-up clause
10A NRSCH winding-up clause
(1) In this clause…
(2) Despite clause 10…
Example:
10 Winding-up (Heading)
10.1 General winding-up clause
10.2 NRSCH winding-up clause
(1) In this clause…
(2) Despite clause 10.1…
Ensure all of the sub-clauses of the NRSCH
winding-up clause are in the same clause.
10 NRSCH winding up clause (Heading)
10.1 In this clause…
10.2 Despite clause…
Separate all the sub-clauses of the NRSCH
winding-up clause. All sub-clauses of the NRSCH
winding-up clause should be part of the same
clause
10 NRSCH winding up clause (Heading)
11 In this clause…
12 Despite clause…
Once your constitution, rules or other constituting document has been amended and the NRSCH
winding-up clause or other legally consistent clause has been inserted, we require evidence to
demonstrate that your constitution has been adopted formally by your organisation.
NOTE: A modification to your constitution, and/or winding-up clause after registration will require
notification to the Registrar. Failure to notify the Registrar may trigger compliance. This may affect your
registration status.
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Winding-up clause: National Regulatory System for Community Housing – Regulatory Services
The requirements vary between the entity types, as listed in the table below. Please note that this list is
not prescriptive or exhaustive.
Entity type
Evidence required
Corporations Act 2001
New constitution/rules

Company limited by shares or guarantee
Minute of general meeting/confirmation of chair
adopting amendment to constitution
Association Incorporation Act 1981
New constitution/rules


Letter from Office of Fair Trading approving
amendment
Incorporated association
Co-operative
Corporations (Aboriginal and Torres Strait
Islander) Act 2006

Aboriginal Corporation
New constitution/rule book
Letter from Regulatory Services of Indigenous
Corporations approving amendment to
constitution/rule book
Multi-jurisdictional providers
The Queensland NRSCH winding-up clause requirement only applies to providers whose primary
jurisdiction is Queensland. The Queensland NRSCH winding-up clause requirement does not apply to
providers whose primary jurisdiction is NSW or elsewhere.
If you are applying for registration under the National Law and your primary jurisdiction is not
Queensland, you will not need to include the Queensland NRSCH winding-up clause in your constitution
even if you have assets in Queensland. You need to include the winding-up clause required under s
15(2) (b) of the National Law in your constitutions.
Time considerations
At the ETF stage, not having an appropriate NRSCH winding-up clause is not a barrier to progressing an
application to the next stage. You can progress to the application for registration stage, with the
understanding that if a change to the constitution or equivalent document is required, it can be processed
through this time.
You must have the example NRSCH clause, or have demonstrated that the alternative clause adopted is
legally consistent with item 2 of part 1 of schedule 3 of the Housing Act 2003 before a registration
decision can be made. Please note that you do not have to delay your application for registration until
your constitution is amended; however it must be completed before a registration decision can be made.
Demonstrating you have a legally consistent winding-up clause forms part of a complete application for
registration. Legally consistent winding-up clauses need to be submitted to Regulatory Services within
timeframes stipulated by the Registrar.
More information is available through your Analyst, Registrar’s mailbox
[email protected], 13 QGOV (13 74 68), or via Post to Regulatory Services,
National Regulatory System for Community Housing, PO Box 690, Brisbane, Queensland 4001.
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