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What is incorporation?

Incorporation is a form of registration that gives a group legal advantages in return for accepting certain responsibilities. Incorporation gives a group its own formal separate legal identity. In the ACT, environment groups can become incorporated associations under the Associations Incorporation Act 1991 (ACT). Another less common alternative for groups is to establish a company under the Corporations Act 2001 (Cth), however, this option can be more complex and costly. Regardless of the structure that your group choses, you should obtain independent legal advice.

Benefits of Incorporation
  • Can open bank accounts, enter into contracts, take out insurance and hold assets.
  • Individual members have limited liability for the actions of the group and limited financial liability regarding the debts of the group.
  • Clear aims and objectives are established.
  • Eligibility for certain grants from funding bodies.
Concerns of Incorporation
  • Financial and administrative costs of creating and maintaining incorporation.
  • Risks that the director/office bearer of an incorporated association assumes (similar to those of a company director).
  • Whether the group's activities suit a less formal organizational structure, e.g. affinity group model/empowerment model
How do we become an incorporated association?

You can only incorporate if your group carries out a lawful purpose without financial gain for its members. Under the Associations Incorporation Act 1991 you will need: The quickest way to apply is to complete and pay for an application online. Otherwise, you can also email, post or lodge the application (DOC 243KB or PDF 211KB). You can get more information or advice at an Access Canberra Service Centre (www.accesscanberra.act.gov.au, 13 22 81).

Do we need objectives?

Incorporated associations must include the group's objectives/purposes in its constitution. For groups that aren't incorporated, defining objectives is still beneficial and provides ground rules and a focus for members. Outlining objectives also shows that you have the right to take issues to a court/tribunal (known as standing)

Defining the objectives
  • Use specific language to capture the aims and the vision of the group
  • Make sure the objectives clearly relate to the environmental issue you're working on. This will increase your ability to seek a review of a decision which affects the environment you want to protect.
  • Be broad enough to avoid limitations in the group's scope
Changing the objectives

You can change the objectives by a special resolution at a general meeting (section 30 of the Associations Incorporation Act 1991). If you don't follow the correct procedure, you may invalidate your new objectives. Provide the following:
  • Notice of a general meeting 21 days before the meeting (section 70 of the Associations Incorporation Act 1991). The notice must state that the resolution will be proposed as a special resolution.
  • In the notice, state the proposed resolution in full.
  • Only members entitled to vote and actually at the meeting can vote. Three quarters of the votes must be in favour of the special resolution.
  • Once the special resolution is passed, the new objectives must be lodged with the Registrar-General within one month.
Financial requirements

You can apply for a tax file number to open a bank account. If the group is a not-for-profit, an application should be lodged for an income tax exemption so that the bank doesn't withhold income tax out of payments. Get an application form at the Australian Tax Office; see the ATO tax basics factsheet for not-for-profits. For tax deductibility, your organisation must meet certain criteria; refer section 30 of the Income Tax Assessment Act 1997 (Cth).

Incorporated associations should continue to
  • Notify the Registrar-General's office of the public officer and committee members
  • Maintain a publicly available register of the members and hold an annual general meeting once a year
  • Have a common seal and a registered address (not just a PO BOX)
  • Maintain financial records that are true and fair (section 70 through to section 80 of the Associations Incorporation Act 1991). From July 2017 charities registered with the Australian Charities and Not-for-profits Commission (ACNC) exempt and must meet requirements under Commonwealth legislation, reporting to the ACNC instead. Also see Justice Connect.
For more information please refer to the detailed fact sheet provided by the Environmental Defenders Office ACT which can be accessed here.

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