About incorporated associations

An incorporated association is a simple way for small, not for profit, non-commercial groups to establish and operate as a legal entity in NSW, separate to its members.

Incorporated associations cannot distribute profits or assets to their members.

Different groups may become registered as incorporated associations and include: 

• sporting and recreation groups 
• arts and crafts groups 
• social groups or groups promoting a common interest 
• ethnic and cultural groups 
• pensioner associations 
• musical societies 
• environmental groups. 

NSW Fair Trading regulates incorporated associations in NSW by administering the Associations Incorporation Act 2009 (the Act) and the Associations Incorporation Regulation 2022.

See incorporated association laws and administration for more information.

An incorporated association can be identified by the inclusion of the word 'Incorporated' or the abbreviation 'Inc.' at the end of its name.

There must be at least 5 members

The Act requires an incorporated association to have at least 5 members at all times.

There is no maximum limit on the number of members.

There must be a public officer

Incorporated associations, through their committee, must appoint a public officer. They are the official contact between NSW Fair Trading and the incorporated association.

See role of the public officer for more information. 

Must have a constitution  

Every incorporated association must have its own constitution. The constitution sets out the detail for how the incorporated association is to be run and managed, including how decisions are to be made.  

Apart from the matters required under the Act, incorporated association have the flexibility to establish a constitution that suits the group’s needs. They can adopt the Model constitution or a modified version of the Model constitution as their own, or adopt their own constitution.  

See an incorporated association constitution for more information.

Some of the benefits of becoming incorporated

An incorporated association is a separate legal identity from its members. This protects members in legal transactions.

An incorporated association:

Some of the obligations of becoming incorporated

Once incorporated, there are responsibilities and obligations to ensure continued registration under the Act. These include:

• annual financial reporting  
• reporting certain changes to NSW Fair Trading
• maintaining proper minutes, records, and registers.

The incorporated associations management committee checklist may assist in understanding the management committee obligations and ensuring compliance for the incorporated association with the Act.

See management committee obligations for more information.

Incorporated associations liability

As a legal entity in its own right, an incorporated association bears liability for its acts. This means the incorporated association is responsible for any claims made against it. This includes debts or compensation for negligence.

Management committee liability

Normally, being incorporated protects the management committee from personal liability for the actions of the incorporated association, provided those actions are carried out in good faith and with due diligence. 

Members' liability

Members are liable for what they owe the incorporated association for their membership. For most, this means the fees or subscriptions due to the incorporated association.

Alternative structures

Incorporation is not compulsory. You may wish to seek independent professional advice to determine the suitability of incorporating your group.  

Visit business structures for information on alternative business structures.

There is no requirement to have all operations in NSW

If all, or a majority, of the incorporated association's operations are outside the state, incorporation as an NSW association may not be appropriate.

The Act requires that the public officer resides in NSW.

An incorporated association may wish to open an office or carry on some of its activities outside of NSW. To do that, it should consider if it is necessary to register as a Registrable Australian Body under the Corporations Act 2001 of the Commonwealth.

Contact the Australian Securities and Investments Commission (ASIC) for information on Registrable Australian Bodies.