Incorporated association
The information on this page is for people involved in a Victorian-based community organisation that want to become an incorporated association (see Choosing the right legal structure).
In Victoria, the process of setting up an incorporated association is set out in the Associations Incorporation Act 1981 (Vic). This Act also sets out what your organisation must do to maintain its status as an incorporated organisation.
The government body responsible for administering the Associations Incorporation Act is Consumer Affairs Victoria (CAV), which is part of the Victorian Department of Justice. To become an incorporated association you must apply to the ‘Registrar of Incorporated Associations’ at CAV.
While setting up an incorporated association is relatively simple process, there are a few important decisions that your organisation will need to make (and may need to get advice about). In particular, the wording of your organisation’s ‘statement of purposes’ and ‘rules’ needs to be chosen carefully so that your organisation can apply for tax concessions, fundraising registration and other benefits in the future. It is worth getting these documents right at the start, as it can be time-consuming and difficult to change them later on.
PilchConnect is currently working on a comprehensive legal resource: Guide to setting up an Incorporated Association. This will be available shortly on this page of the website. In the meantime we have set out a brief explanation of the main requirements for setting up an incorporated association, and have provided links to CAV and other relevant websites. The information on this website is intended as a guide only, and is not legal advice. If you or your organisation has a specific legal issue, you should seek legal advice before making a decision about what to do.
Before you can apply to CAV to incorporated, your organisation will need to:
1. Nominate a public officer
The Victorian Association Incorporation Act requires an organisation to nominate a ‘Public Officer’. This person is the ‘contact person’ for the organisation and they agree to give their details (name and address) to CAV for this purpose. The Public Officer must be over 18 years of age, live in Victoria and consent to being the organisation's Public Officer.
The Public Officer is the person that the organisation authorises to apply to CAV for incorporation (see hold a meeting below). The Public Officer also has an ongoing, administrative role in the organisation, particularly in relation to providing information to CAV. The Act sets out a number of the duties and requirements for the role of Public Officer. An incorporated association must have a Public Officer at all times (the position must be filled within 14 days of it becoming vacant). In many organisations this person is the same as the 'Secretary' of the organisation.
To find out more about the Public Officer, Committee of Management and other people involved in a Victorian incorporated association, see The people involved > Positions in an incorporated association.
2. Decide on a name for your organisation
The Associations Incorporation Act requires that an organisation choose and that CAV approve a name for the incorporated association.
This is a fairly simple task, but your organisation should make sure that the name chosen is not being used by (or too similar too) any other organisation. Check Victorian and national business name registers for this purpose (see the Related Resources section below).
When you decide on a name, your organisation may also wish to look into the laws that are available to protect the intellectual property rights in that name (see Getting Started > Protecting your name, ideas and material). The Association Incorporation Act places restrictions on incorporated association's registering a different business or trading name.
Once your organisation is incorporated, you will need to use the word 'Incorporated' or 'Inc.' after your name. This indicates to other organisations and businesses that your organisation is incorporated and has limited liability. The Act requires that you use the full name on all business documents. Your organisation may use a common seal (stamp) but this is no longer legally required.
If, after incorporation, your organisation wants to change its name, your organisation must pass a special resolution at a meeting, and then the public officer must apply to CAV for approval.
3. Draft a statement of purposes
The Association Incorporation Act requires that an incorporated association have a statement of purposes. (This is similar to an 'objects clause' in a company constitution.)
The Act does not say what this ‘statement’ must include. In general, the statement is a short written document which sets out the main objects that the organisation is trying to achieve and the planned activities of the organisation.
While writing a statement of purposes sounds like a simple task, your organisation should be aware that the wording of your organisation’s statement may have significant legal implications in the future.
For example, there are laws that provide certain, eligible, not-for-profit organisations with quite significant tax concessions (such as exemptions from income tax and deductible gift recipient status). For more information about tax concessions, see Getting Started > Tax issues)
To decide whether your organisation may be eligible for these concessions, the Australian Tax Office will look at your organisation statement of purposes (and its rules – see below).
If, once it is set up, your organisation intends to apply for some of the concessions and benefits that are available to charities and other not-for-profit organisations, you should seek advice about the most suitable wording of your organisation’s statement of purposes. Advice at this early stage will save your organisation from having to amend the statement in the future.
4. Draft or adopt a set of 'rules' for the association
The Association Incorporation Act requires that an incorporated association have a set of ‘rules’ of the association (sometimes also called a ‘constitution’). These are designed to govern the internal affairs of the incorporated association.
The Schedule to the Association Incorporation Act (found near the end of the Act) sets out a list of 17 matters that an incorporated associations rules must cover (for example, membership qualifications and fees, powers of the management committee, rules about sources of funds, dispute resolution processes, among many other matters).
To help organisations wishing to become incorporated associations, the Victorian Government has drafted a set of ‘Model Rules’ which are set out in Schedule 5 to the Association Incorporation Regulations 1998 (Vic). The Model Rules have clauses that address all 17 issues required by the Act. They are available as an option for newly forming incorporated associations to use for their rules.
However, your group should beware! While it may seem easier (and initially less costly) for your organisation to just adopt the Model Rules, it is recommended that your group seek advice as to whether these rules are suitable for your organisation. Although called 'model' rules, the rules do not have all of the wording that many organisations need when they try to register for fundraising or minor gaming licences or to apply for tax concessions or a grant in the future. There are certain clauses that your organisation will need to change or add to the Model Rules for these purposes.
For example, the Model Rules do not include the 'not-for-profit' and 'winding-up' clauses that many government departments and funders will look for when deciding whether to give your organisation funding or assess you as eligible for tax concessions. For more information about these clauses, see our 'FAQ: What does not-for-profit mean?' on the Getting started > Before you start page.
The CAV scrutinises the 'rules' submitted by incorporating associations carefully, so your organisation may need to get help with drafting new or modified clauses to make sure they comply with the legislation.
Your organisation should note that the Association Incorporation Act provides that the rules of an incorporated association act as a contract between the incorporated association and its members.
5. Hold a pre-incorporation meeting
The Association Incorporation Act requires that, before applying for incorporation, the members of the group (there must be at least 5) must hold a meeting. The requirements for the meeting are set out in the Act. In general, the members of the group need to be given 21 days notice about the meeting. At that meeting the members should approve the proposed statement of purposes and rules of association and then authorise the Public Officer to apply for incorporation.
6. Complete Consumer Affairs Victoria (CAV) 'Application for Association Incorporation' form
The form is available from the CAV’s website and we have included a link to the relevant page in the Related Resources section below.
7. Send in form, documents and fee to CAV
After you have completed the Application for Association Incorporation Form, your organisation will need to send (or deliver in person) to CAV, along with the oganisation's approved statement of purposes and rules.
You will also need to pay the fee which is set out in the Association Incorporation Regulations 1998 (Vic). As at 1 July 2009, the charge for incorporation of an association is:
- around $60 if your organisation is using the model rules (see above for details); or
- around $120 if your organisation has drafted its own rules (or has amended the model rules).
As noted above, it is worth getting your organisation's rules right at the start, even if it means paying the higher fee. If your organisation needs to change its rules, it will have to go through the process of applying to CAV again, and paying another fee (around $70).
8. Await notice from CAV
Once CAV have received your organisation’s application for incorporation, they will review the paperwork. This can take a number of weeks, and sometimes longer. It will often take longer if your organisation has chosen to amend the Model Rules or submit its own rules.
If CAV do not approve your rules you may wish to seek independent advice about whether they comply with the requirements in the Victorian Associations Incorporation Act.
If CAV accept your application for incorporation, a Certificate of Incorporation (with your organisation's registration number) will be sent to your organisation, at the address included on the application form. You should keep this Certificate, a copy of your organisation's statement of purposes and a copy of the rules in a secure place.
On becoming an incorprated association, your organisation will need to comply with the requirements of the Associations Incorporation Act, the Associations Incorporation Regulations and your organisation's rules. You should become familiar with all of these documents to understand all of your organisation's legal requirements. We have not yet produced a comprehensive guide to these requirement but will include general information about some of these requirements in the sections on Running the organisation and The people involved.
Related legislation
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This is the legislation that governs the setting up and running of an incorporated association in Victoria.
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This is a link to the regulations which govern the setting up and running of an incorporated association in Victoria. The 'Model Rules' are set out in Schedule 4 of the Regulations.
Related links - Consumer Affairs Victoria (CAV) resources
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CAV's website has information and fact sheets about setting up an incorporated association in Victoria.
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Note the text above on 'rules' in relation to the fact that the rules are not a perfect 'model' and the need for some organisation's to amend these rules.
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On this page under 'Lodge an application form', there is a link to this form. Your organisation will need to complete and provide it to CAV (along with a copy of your organisation's statement of purposes, rules and the relevant fee).
Related links - Existing organisations name databases
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On this page under 'Prerequisites' then 'Name' CAV have provided links to the Victorian Business Names Register, the Victorian Incorporated Associations Names Register and the national ASIC Company Names Register. Check these to make sure that the name your organisation has chosen is not already in use.