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Help Sheet

Incorporation in Victoria

The information given below should be viewed as a guide only and should not be used as a substitute for professional legal advice.

What is incorporation?
Incorporation is a system of State Government or Territory registration that gives an association or community groups certain legal advantages in return for accepting certain legal responsibilities. An incorporated association receives recognition as a legal entity separate from its members and offers some protection for office holders from any debts or liabilities incurred by the group as long as the association doesn't make a profit for its members.

Incorporation is voluntary. Once incorporated groups have to abide by relevant legislation (Read on for details).

Why Incorporate?
Not-for-profit community groups can be unregistered and unrecognised bodies acting under their own rules, or they can be formally recognised bodies with a legal personality of their own.

If you're the honorary treasurer of an unregistered non-profit organisation called Better Community, for example, and you're renting premises for your organisation, you will have to make the lease in your own name (acting as a trustee for Better Community).

If your organisation has registered itself under the Associations Act and has a legal personality, you can have the lease in the name of Better Community Inc.

There are advantages and disadvantages to each approach. The advantages of being an informal group are; that you don't have to pay the costs associated with incorporation and you don't have to comply with many of the requirements nor fill out the forms imposed on corporations.

This doesn't mean, of course, that you can deal with the business or the property of Better Communityas you like -you'll basically have the obligation to act as a trustee for the organisation's purposes - but you can be more flexible about what you do and how you do it. If you're organising a one-off or short-term activity this may be your best choice.

The disadvantage is that if anything goes wrong -if the Better Communityoffice burns down, or if people fall over the mat and injure themselves and sue - it's possible that as the lessee and as a committee member you may be held personally liable. In that case if there isn't enough money in the Better Community cashbox to cover the payout you may have to pay for it yourself.

There can also be difficulties with opening bank accounts, problems with insurance, and confusions about who owns what property. If you stop being a member of Better Communitybut your name is still on the contracts there may be difficulties transferring your responsibilities to the new Treasurer.

Furthermore, most foundations and most government departments will only fund incorporated organisations.

If you're an incorporated association then the lease can be in the name of Better Community, and as an incorporated association Better Communitywill have limited liability; that is to say, if someone falls over in the office and sues and the cashbox doesn't have enough money to pay them then you are not personally liable.

Formal structures
If you want legal status, you have a number of options - you can become

  • a co-operative society
  • a company limited by guarantee
  • an incorporated association or society under the Victorian Associations Incorporation Act 1981
  • an incorporated association or council under the Commonwealth Aboriginal Councils and Associations Act 1976.

Co-operative societies are suitable only for some purposes, and most community groups don't fit the profile.

Some Aboriginal associations are able to gain legal status under different rules under the Federal Government's Aboriginal Councils and Associations Act 1976. An incorporation kit and further information is available from:

For most organisations, the choice is between company status and incorporation. Limited companies are highly regulated; incorporated associations are lightly regulated. Setting up a company is complicated and expensive; incorporating as an association is comparatively cheap and simple. Unless your organisation is very big indeed, your best option will probably be to become an incorporated association.

Incorporating is not the same thing as registering as a charity or getting entitlement to tax exemption. That has to be done separately. See http://www.asic.gov.au.

How to Incorporate in Victoria
In order to be eligible to be an incorporated association in Victoria, you must have more than five members and be a not for profit association.
A good solid rundown of incorporating in Victoria is available through Consumer Affairs Victoria: http://www.consumer.vic.gov.au/clubs-and-not-for-profits/incorporated-associations/become-an-incorporated-association.
You need to prepare:

A name for the association
You probably already have a name, but you now have to check the name you've chosen to make sure that it hasn't already been taken by another organisation.
According to Consumer Affairs Victoria, your proposed name must not be:


While you are free to browse these reference points, Consumer Affairs Victoria warns that they shouldn't be taken as gospel: "You cannot use the above registers to confirm the availability of a name for registration. There might be other restrictions that affect your application."
To find out if your proposed name can be registered, you must lodge an application. The fee is fully refundable if your application is unsuccessful.
In this context, it is a good idea to have more than one possible group name in mind, just in case the one you wish to use is either already taken by someone else, or unsuitable for another reason.

  • The aims and objectives of the organisation
    It's not so important for getting incorporation, but you should be aware that you may need to consider your written objectives carefully if you have any ambitions to gain tax exempt status later. An association can do almost anything, but a charity is a good deal more restrictive.

  • A draft set of rules of the association (the constitution)
    You may have a constitution already. Whether you do or not, you need to look at the Model Rules for Associations set out in the Act. These aren't compulsory, and you don't have to adopt them as a whole, but you need to make sure that your constitution covers all the topics that are in the Model Rules - that is to say, if the quorum for the Committee of Management in the model rules is three you can still set your own Committee's quorum at six if you want to, but you can't do without a clause saying what the quorum is.
    The Victorian Model Rules are available on-line here .

    Unless you have special reasons to want different procedures, it's a lot quicker and easier to adopt the Model Rules, just adding in your name and objectives.
    Do note however that revisions to Victoria's Incorporations Act have been passed by State Parliament and are being gradually phased in. Our Community and Consumer Affairs Victoria will keep you abreast of any changes that result.

  • Meeting
    When you have all these pieces of paper you will need to organise a meeting of the organisation to approve the Incorporation and adopt the new constitution/rules. Before the meeting you will have to identify people interested in being members and office bearers in the new association.

    Type out the formal motions -
    "I move that the [name of Association] be formed, and that the [name of Association] constitution and rules be those circulated at this meeting."
    Moved &&&&&&&&. Seconded &&&&&&&&

    "I move that the [name of Association] incorporate as an incorporated association under the provisions of the Associations Incorporation Act." Moved &&&&&&&&. Seconded &&&&&&&&.

    "I move that the [name of the new Association] be [first preference intended name], or if that name is not approved [second preference intended name], or if that name is not approved [third preference intended name]."
    Moved &&&&&&&&. Seconded &&&&&&&&.

    Arrange for one person to move each motion and another to second it.

    Print out copies of the Agenda, the Motions and the Constitution for as many people as you think will come.

    At the meeting you must appoint your officebearers, a Public Officer (see below) and a person to make the application (this last person can be the same person as the Public Officer)

    Give at least four weeks notice of the meeting by putting an advertisement in a paper circulating across your area. Say in the advertisement that you are intending to incorporate.

    An application for incorporation
    Once the meeting has passed the resolutions to incorporate and approved the rules of the association, you have to lodge your application form with:

    * in person between 8.30am and 5.00pm Monday to Friday at:
    Victorian Consumer & Business Centre
    113 Exhibition Street
    Melbourne 3000

    * or by post to:
    Consumer Affairs Victoria
    GPO Box 4567
    Melbourne 3001
    Tel. 1300 55 81 81

    Include with your application:

    • The application form (available on-line from here) Do note that the application form involves a statutory declaration.

    • A copy of the rules/constitution adopted at the meeting, signed by the Public Officer, with any differences between the constitution and the Victorian Model Rules highlighted

    • A signed copy of your statement of purposes

    • The lodgement fee of $53.80 (if you've adopted the model rules) or $107.5 (if you've designed your own rules)

    If there are any trusts carried over from the old unincorporated association, you have to submit copies of them too.
    Check out the usual timeline for approval when you lodge your application, and follow up on progress if it takes any longer than anticipated.

    Public Officer
    When a group is incorporated, one member must be appointed as Public Officer. The Public Officer is responsible for supplying the office of Consumer and Business Affairs with an annual return on the prescribed form (see below).
    The public Officer must inform the office if:

    • there's a change of Public Officer or a change of registered address
    • there's a change of name
    • the association becomes a trustee
    • the association is winding up

    Annual return
    Before the Public Officer completes the association's annual return. You will need to have documented for the last financial year:

    • the income and expenditure of the organisation
    • the assets and liabilities of the association
    • the mortgages, charges and securities affecting any of the association's property
    • details of any trust for which the association was trustee
    • details of any trusts held on behalf on the association in which funds and assets have been placed and
    • held your annual general meeting

    Consumer Affairs Victoria will send a form to the registered public officer which will need to be completed and returned.
    The public Officer must inform the office if:

    • there's a change of Public Officer or a change of registered address
    • there's a change of name
    • the association becomes a trustee
    • the association is winding up

    Incorporation - other duties
    Once your application has been approved and you have received your certificate of incorporation, there are other duties to be done.
    Your new name (including the word "incorporated" or "inc") must appear on all your documents and publications.
    You will need a common seal (available from any maker of rubber stamps).
    You must have a registered address. This can be the address of the Public Officer.

    Annual General Meeting
    Incorporated associations must hold a general meeting every year within five months of the end of the financial year. The meeting must be in the form prescribed in the constitution and has to submit a financial statement of the organisation's affairs. If your organisation has gross receipts of more than $ 200,000 or assets of more than $ 500,000 your accounts must be audited.

    Forms and Fees
    Forms and details of fees are available on-line here

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    National Headquarters: 51 Stanley St, West Melbourne Victoria 3003 Australia
    (PO Box 354 North Melbourne 3051 Victoria)
    Telephone (03) 9320 6800   Fax (03) 9326 6859   Email service@ourcommunity.com.au

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