Serious allegations of conflict of interest and a secret plan to strip sub-branches of their assets have been made about RSL New South Wales.

An external investigation into the conduct of the RSL NSW President Mick Bainbridge and fellow board director Paul James, who run a legal firm together, alleges the pair breached the charity's conflict of interest rules and defied its charter and code of conduct.

The investigation report also alleges this conduct may have amounted to a breach of professional legal obligations by the two men.

The confidential investigation and findings were the result of a year-long probe sparked by former RSL NSW Chair Sophie Ray, whose complaint alleged Mr Bainbridge and Mr James failed to disclose that they were representing a former volunteer of RSL LifeCare in

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