Incorporations
Incorporations
An incorporated association has the following characteristics:-
1. It is a legal entity.
2. It is registered in one State: the State in which application for incorporation was made. An incorporated association may obtain legal recognition in all jurisdictions of Australia if it applies to become an Australian Registered Body.
3. It:-
- must have a constitution;
- must have a public officer (who deals with the Registrar of Associations and the Australian Taxation Office);
- will have a number of officers, comprising the Committee, these commonly being described as the President (or Chairman), the Secretary, the Treasurer, etc. However, other titles for officebearers can be used;
- must have a minimum of five members (which may be any legal entity, resident anywhere. A legal entity is a person, several persons jointly, a company or an incorporated association);
- must lodge an annual return with Registrar of Associations in its home State. The filing fee for this annual return is currently $36.00;
- does not have to be audited unless its turnover exceeds $200,000 pa or its gross assets exceed $500,000;
- must have a registered office located within its home State;
- can sue and be sued;
- can own property.
4. In an association:-
- members do not own shares - but become members provided their application is approved and they pay all appropriate membership/ subscription/annual fees (if any). An association is similar to a sporting club;
- members may be subject to disciplinary procedures and may lose their membership status (either temporarily or permanently) if disciplined;
- the liability of members is limited - that is: if the association fails, members will not be financially affected at all (unless the failure of the association is attributable to malfeasance on the part of certain members, who will then be required to answer formal charges);
- members cannot receive any distribution of assets, property or income from the association. It operates essentially as a not-for-profit, non-trading organisation;
- The constitution may be amended by members (either before incorporation or afterwards). However, it is usually more convenient to "get it right" at the outset.
The Registrar of Associations has the authority to determine if the name chosen for an association will be permitted. This decision is subjective and dependent upon the names registered for all companies and business names in Australia. The objective in the determination of the name is to avoid any confusion or "passing off" by the association with any previously registered company or business name.
A large association may need to complete additional paperwork, depending upon the view of the officer processing the application. The determination of whether an association is large is dependent upon the view of the processing officer and may apply to those associations which, upon incorporation, would fall within the definition of a prescribed association.
The timing for obtaining registration is dependent upon the choice of rules. If you decide to use the Model Rules, your application is processed by Consumer Affairs “on the spot”. However, if you decide to apply for the incorporation of your association using Rules other than the Model Rules, there is a processing delay of 8 weeks. If you prefer to use your own Rules, we normally suggest that you incorporate with the Model Rules and later lodge your own Rules when timing is no longer an issue.
Generally, we are able to release work from our office within 24-48 hours after incorporation. You will be provided with 10 copies of the Constitution and a Register for recording the minutes of the Association, and for keeping track of members' movements and their financial status.