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Incorporated Associations

Overview

Incorporated Associations

Overview

What is an Incorporated Association?

Incorporated associations are not-for-profit organisations, registered by Consumer, Building and Occupational Services (CBOS) under the Associations Incorporation Act 1964.

Incorporation is a voluntary, inexpensive way of creating a legal entity.

It is suitable for community based groups and gives the association a legal identity that continues despite any membership changes.

You can recognise an incorporated association by the word incorporated or the abbreviation Inc and the end of its name.

Advantages of Incorporation

An incorporated association:

  • can operate regardless of changes to its membership
  • can accept gifts and donations
  • can enter into contracts
  • can apply for government grants
  • have the automatic approval to solicit for charitable donations in the state of Tasmania

Applying for incorporation

Applying for Incorporation

  • Call a meeting of the members to decide who will fill the roles of the Committee (Secretary, Public Officer, President, Treasurer).
  • Vote upon and approve the association name.
  • Approve the constitution/rules - associations are governed by a set of rules.  They can create their own or adopt the Model Rules.
  • Complete and lodge the Application for Incorporation.
  • Lodge the form together with the constitution/rules and the fee.
  • Forms can be lodged:
    • online
    • or in person at any Service Tasmania shop
    • by post to:
      • Registration Services
        Consumer, Building and Occupational Services
        PO Box 56
        Rosny Park TAS 7018

Annual Returns

Annual Returns

Image indicating new information Incorporated associations - annual revenue below $250,000

  • Starting on 1 October 2016 - The Commissioner for Corporate Affairs no longer requires financial statements to be audited.
  • An association is still required to prepare and submit financial statements however the annual financial audit requirement has been removed.
  • An association should review their constitution and either:
    • take advantage of the $250,000 threshold and remove the annual audit requirement by changing the constitution by Special Resolution; or
    • elect to continue to have audited statements or add the requirement into the constitution.
  • Very small organisations no longer have to provide a special resolution for an audit exemption.
  • Changes to the Associations Incorporation (Model Rules) Regulations 2007 is underway.

Image indicating new information Incorporated association which is a registered charity

  • Starting on 1 October 2016 - If your incorporated association is a charity registered with and is providing annual financial statements to the Australian Charities and Not-for-profits Commission (ACNC), it is no longer necessary to provide financial statements to the Tasmanian Commissioner for Corporate Affairs.
  • The Commissioner can still request a copy of information your organisation has supplied to the ACNC.
  • If your organisation fails to lodge a return with the ACNC, the Commissioner  will require your organisation to comply with the Tasmanian reporting requirements.

A Fact Sheet - Associations Incorporation Changes (pdf, 158.6 KB) is available.

PDFs require a PDF reader to be viewed.

Lodging an Annual Return

Incorporated associations - annual revenue over $250,000

  • Associations with revenue over the $250,000 threshold must lodge an Annual Return with Consumer, Building and Occupational Services.
  • The Annual Return must contain:
    • an income and expenditure statement;
    • a list of names and residential addresses of the committee members; and
    • an Auditor's Report confirming the accuracy of the income and expenditure statement.
  • Lodge an Annual return:
    • on-line
    • in person at any Service Tasmania shop
    • by post to:
      • Registration Services
        Consumer, Building and Occupational Services
        PO Box 56
        Rosny Park TAS 7018

Constitutions, Model Rules, Amendments and Breaches

The Constitution, Model Rules, Amendments and Breaches

  • The constitution is a set of rules or guidelines outlining how the Association and its members should operate.
  • Consumer, Building and Occupational Services (CBOS) provides a template constitution, known as the Model Rules.  Associations can either adopt or amend the Model Rules.
  • Changes to the Associations Incorporation (Model Rules) Regulations 2007 is underway.

Amending or changing a constitution

  • Amending an association's constitution is done through the passing of a Special Resolution.
  • This is where the association advertises its intention to make changes to its constitution. A Special General Meeting is then held to vote on the changes.  If three quarters of the members present at the meeting vote in favour, the changes are passed.
  • The Public Officer is required to notify CBOS of the amendments within one month by lodging a Notice of Special Resolution, and attaching a copy of the changes.
  • Members are expected to abide by the association's constitution.

Constitution breaches and disputes

  • CBOS does not have the authority to investigate a breach of an association's constitution, or any dispute that may arise between members.
  • Any dispute or issues should be dealt with internally or by seeking independent legal advice. More information about disputes is available.

Searching the Register

Searching the Register

Association Extract Search

An Association Extract Search provides a snapshot of the association. It provides information relating to the Committee members and a list of all documents lodged by the association.

Request to search an association file and copy documents

A Request to Search an Association Files provides actual copies of documentation lodged with Consumer, Building and Occupational Services, such as Annual Returns and amendments to a constitution.

Deregistering an Incorporated Association

Deregistering an Incorporated Association

Cancellation of an incorporated association can be requested through a Special Resolution.  The resolution must be approved by the Commissioner for Corporate Affairs and is only available in the following circumstances:

  • The resolution is passed at an annual general meeting or special general meeting
  • The association is not carrying on operations
  • The association's assets are worth less than $1000
  • The association has paid all fees and lodged all the required documents with the Consumer, Building and Occupational Services up until the date of cancellation.

Once the motion for deregistration has been passed, the Association needs to lodge the following documents to approve the deregistration:

  • Notice of Special Resolution for Deregistration of an Association
    • The Notice of Special Resolution must indicate where the remaining assets of the association have been distributed
    • Under no circumstances can the assets, property or cash reserves of an incorporated association be distributed to current or former members
  • Final Annual Return covering the period up to the date of cancellation (no fee if less than 12 months)

Disputes

Disputes

Who is responsible for handling disputes between an association and a member?

  • The management of an association is in the hands of an executive committee.  The executive committee is responsible for the administration and rules of an association under the Associations Incorporation Act 1964 (the Act).
  • Consumer, Building and Occupational Services (CBOS) does not offer legal advice or get involved in disputes between an incorporated association and members.

Can Consumer, Building and Occupational Services investigate or get involved in disputes?

CBOS does not have the authority under the Act to investigate or get involved in any of the following matters:

  • Disputes relating to a breach of the association's rules.
  • Disputes between a member and another member or a member and the association.
  • Disputes relating to the mishandling of funds. Report these issues to Tasmania Police.
  • Disputes involving the conduct of a general meeting or the election process for committee members.
  • The validity of the appointment or of the removal of a public officer.

When can CBOS get involved?

Complaints that relate to a breach of the provision of the Act. These may include:

  • Failure by the association to ensure proper account and other record keeping (section 23a)
  • Failure to appoint a public officer or to change details of a public officer (section 14)
  • Failure to lodge rule changes (section 28)

Reports of suspected breaches

Send written reports of suspected breaches of the Associations Incorporation Act 1964 to CBOS and include:

  • The name of the association and its incorporation number.
  • The names of the persons suspected of wrongdoing.
  • Full details of the misconduct including the actions, dates and places in sequential order.
  • If known, the provisions of the Act that is relevant.
  • Evidence such as letters, minutes or any other relevant documentation.
  • The names and addresses of the persons who may have witnessed or have information about the suspected breach or activity.
  • Reference to any other authority involved such as Tasmania Police. Include documents relating to a person convicted of a breach of the Act.

What should I do if I have a dispute?

  • If a dispute arises between a member and an association, you should attempt to resolve the dispute between the parties.  Use the dispute resolution mechanism within the rules adopted by the association.
  • Use section 34 of the model rules if the association's rules do not include dispute resolution.
  • If the association's rules do not include a dispute resolution, section 34 of the model rule provides for disputes.
  • Get independent legal advice or use professional mediation if the matter remains unresolved.
  • Get free legal advice from the Legal Aid Commission on 1300 366 611.