Closing an incorporated association

Voluntary cancellation

An incorporated association can apply to voluntarily cancel its registration.

This process is most appropriate for small incorporated associations that:

• have a simple financial structure
• do not have significant assets
• have no outstanding contractual obligations
• have no outstanding liabilities
• are not subject to current or likely legal action.

See applying for voluntary cancellation for more information.

Involuntary cancellation

An incorporated association’s registration may be cancelled by NSW Fair Trading if:

• the incorporated association is not in operation
• the incorporated association has fewer than 5 members
• the incorporated association has failed to establish and maintain a committee
• the committee does not include 3 or more members, each of whom is over the age of 18 years
• the committee does not have at least 3 members residing in Australia
• the committee has not appointed a public officer who is over the age of 18 years and is a resident in NSW
• the incorporated association has been providing a financial gain for its members
• the incorporated association has not held an annual general meeting for 3 years
• the incorporated association has not lodged an annual summary of financial affairs for 3 years
• the incorporated association has failed to comply with a direction to change its name
• the incorporated association was registered because of fraud or mistake, or
• it is in the public interest to do so.

Where this cancellation action occurs, the incorporated association’s property comes under the control of NSW Fair Trading. NSW Fair Trading will decide on the distribution of surplus assets, including property, and the winding up of the incorporated association's affairs.

Email registrycancellations@customerservice.nsw.gov.au for further information.

Reinstating registration

An incorporated association is no longer a legal entity when its registration is cancelled. NSW Fair Trading may reinstate an incorporated association's registration if it finds the cancellation was a mistake. If an incorporated association's registration is reinstated, it is deemed to have always existed. It is as if it had never been cancelled.

Email registrycancellations@customerservice.nsw.gov.au for further information.

Voluntary winding up

Where an incorporated association has:

• a complex financial structure
• significant assets
• outstanding liabilities or provisions, including if it cannot pay its debts
• outstanding contractual obligations, including to employees
• current or likely legal actions

it should seek professional advice on how best to finalise its affairs. This may require a special resolution to appoint a liquidator to wind up the incorporated association's affairs.

This process is under the applied provisions of the Corporations Act 2001 (Commonwealth).

The process involves the following:

• passing a special resolution to approve the incorporated association being wound up
• appointing a liquidator to manage the sale of the incorporated association's assets and to wind up its affairs
• payment of its debts (if any) and distribution of any surplus assets. An incorporated association cannot distribute surplus assets to its members, except in limited circumstances specified in the Associations Incorporation Act 2009 (the Act). The only exceptions are in section 65(3) of the Act. 

Transfer of incorporation

An incorporated association may apply for a transfer of registration to a different corporate structure. Visit transfering registration to another legal entity for more information.