Transferring registration to an incorporated association
Steps for transferring your co-operative or corporation to an incorporated association. These include choosing a name, establishing objects and a constitution, and applying for registration.
Certain entities can apply to transfer registration to become an incorporated association under the Associations Incorporation Act 2009 (the Act). They are:
- an existing co-operative registered in NSW
- a company limited by guarantee
- a corporation registered under the Corporations (Aboriginal and Torres Strait Islander) Act 2006 of the Commonwealth.
Steps to apply to transfer registration
Authorise an application for registration of a registrable corporation
The application to register as an incorporated association must be approved by a special resolution of the members. Before applying as an incorporated association, the corporation must complete the steps required by the Act under which it is registered.
Apply for registration as an incorporated association
The incorporated association’s first public officer must complete a Form A4 Application for registration of an incorporated association by a registrable corporation. This must be lodged with NSW Fair Trading along with the prescribed fee.
The application must include:
- the proposed name of the incorporated association
- a statement of the incorporated association's objects
- a copy of the incorporated association's proposed constitution or a statement that it adopts the Model constitution without change
- details of the incorporated association's first public officer
- a copy of the special resolution authorising the application for registration
- a document from the regulatory authority that the registrable corporation is currently registered, and it must declare that the organisation has complied with the relevant transfer provisions
- an estimate of the registrable corporation's income and expenditure for the financial year in which the application is made
- a copy of the registrable corporation’s financial statement from the financial year before the application is made.
Visit incorporated associations forms and fees to find out how to lodge your application.
After registration
An incorporated association that arises from the registration of a registrable corporation is a continuation of, and the same legal entity as, the registrable corporation. The assets, rights and liabilities of the registrable corporation become the assets, rights and liabilities of the incorporated association.
After registration, the incorporated association's first committee must manage the incorporated association's affairs. They must ensure that the incorporated association complies with the Act.
The incorporated associations management committee self-evaluation checklist may assist in understanding the management committee obligations under the Act.
NSW Fair Trading can refuse registration
NSW Fair Trading may refuse to register an incorporated association if it believes it should not be registered. It will consider several factors, including:
- the objects of the Act
- the proposed constitution and objects of the incorporated association
- if its income and/or total assets exceed $5 million or current assets exceed $2 million
- the likely nature and extent of its activities and its dealings with the public, or
- for any other reason that appears sufficient to the Commissioner.
Other things to consider
Insurance
The Act does not require any specific type of insurance for incorporated associations.
See insurance for incorporated associations for more information.
Tax exemptions
If the incorporated association intends to seek exemption from income tax and other tax concessions, its constitution may need to include specific clauses to meet Australian Taxation Office requirements. For more information on tax exemptions, visit the Australian Taxation Office website.
Australian Business Number (ABN)
The Act does not require an incorporated association to have an ABN. However, the incorporated association may need one for taxation purposes. For more information on ABNs, visit the Australian Business Register website.
Ask NSW Fair Trading a question
If you are unable to find the information you need, you can call us on 1800 502 042 between 8:30am and 5pm, Monday to Friday.
NSW Fair Trading can only provide information based on the content available on the website and cannot provide legal advice.