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 voluntary. Once incorporated groups have to abide by relevant legislation (Read on for details).
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.
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:
Office of the Registrar of Indigenous Corporations
PO Box 2029
Woden ACT 2606
1800 622 431 (Toll Free) or
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
A name for the association
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.
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.
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. If you do want to change the constitution, note that you have to cover a number of specific things - the quorum, say, for a general meeting. The law doesn't say what your quorum should be, but it does insist your constitution's got to mention what it is, so people can find out what you decided.
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] 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]."
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 (including a Secretary - "a person who is at least 18 years old and lives in Australia" - to handle government business and make the application).
In the past, you had to give at least four weeks notice of the meeting by putting an advertisement in a paper circulating across your area saying that you intended to incorporate, but that requirement's been removed. All you need is enough advertising to get five or more people together in a room.
An application for incorporation
* in person between 8.30am and 5.00pm Monday to Friday at:
* or by post to:
Include with your application:
If there are any trusts carried over from the old unincorporated association, you have to submit copies of them too.
Consumer Affairs Victoria will send a form to the Secretary which will need to be completed and returned. <
Incorporation - other duties
Annual General Meeting
Forms and Fees
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