Incorporated associations: becoming a company

Although there is provision in the Corporations Act for an incorporated association to change its registration from a State Act to the Corporations Act, not all States currently permit this “migration” or voluntary transfer of incorporation. This is often appropriate for not-for-profit organisations who are active throughout the country or even internationally.

In Queensland, provisions amending its Associations Incorporation Act are contained in the Civil Proceedings Bill 2011 recently introduced into State Parliament.

A Parliamentary Committee is examining this Bill, and submissions have been called for by 14 October 2011.

Once this mechanism is available under a State’s laws, transferring from an incorporated association to a company would not affect the identity of the organisation, and any contracts or agreements that the association had (including employment contracts and bank accounts) would continue to have effect after the transfer. No transfer of assets would be required.

However, the company would have to confirm with the ATO any tax and other concessions it may have received as an incorporated association.

UPDATE 5 December 2011: The Civil Proceedings Bill (Qld) was passed on 29 November 2011.

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