Close an incorporated association
Your incorporated association can choose to close at any time.
Reasons for this can include:
- a lack of members
- a loss of interest
- the association's purpose is no longer valid.
You can also choose to change the structure of your association.
Read below to find out more. You can also watch the video.
How an association is closed
An association can be closed by member agreement at a special resolution. The government can also close an association if it stops operating.
Before you take any action, get advice from the associations team.
Rules for dealing with assets
If you have assets, you must deal with them appropriately. For example, transferring them to another association.
Read more about transferring property and assets.
Use the transfer or dissolution checklists PDF (924.2 KB).
Crown land or special purpose lease
If the association holds a Crown lease or special purpose lease, different requirements apply when the association is dissolved.
On dissolution, the lease will vest in the CEO of the Department of Lands, Planning and Environment, which is responsible for administering the Crown Lands Act 1992 and Special Purposes Leases Act 1953.
If the association holds this type of lease, contact the associations team before proceeding with dissolution.
Association without prescribed property or assets
Step 1
Hold a special general meeting (SGM) to present the resolution to dissolve.
At the meeting, members will:
- consider the resolution
- determine where to transfer any (minor) surplus assets, as set out in the constitution.
Step 2
After the meeting, the committee will:
- pay all bills and liabilities
- stop any subscriptions
- transfer any of the remaining surplus assets
- decide on a suitable storage location for association records
- close bank accounts
- cease any additional registrations (e.g. ABN, business name and charity status)
- make sure any grants are acquitted.
Step 3
The public officer must complete a dissolution statutory declaration form.
If the association does not have a public officer, a member of the association’s committee may apply for dissolution instead.
The person applying should:
- complete the dissolution statutory declaration form DOCX (18.2 KB) in front of a witness aged 18 or over
- contact the associations team if assistance is required.
The declaration must state the correct legal name including 'incorporated' or 'inc'.
Step 4
Email the declaration to associations.cooperatives@nt.gov.au.
A notice of intention to dissolve your association will be published in the NTG Gazette.
After 3 months, if there is no objection, a notice of dissolution is gazetted and your association will come to a formal end on the same day.
Association with prescribed property
To close an association with prescribed property, you must have consent from the funding body or government to transfer, sell, dispose of, or give it away.
If you receive consent, follow the steps for associations with assets.
Association with assets
To close an association with assets, follow these steps:
Step 1
Hold a special general meeting (SGM) to present the resolution to transfer all the association’s assets to dissolve.
At the meeting, members will:
- consider the resolution
- property must either go to:
- another body with similar or charitable objectives
- a local government council where the property is located.
Step 2
Within 14 days of the resolution, the public officer must publish your association's intention to transfer its prescribed property. If the association does not have a public officer, a member of the association’s committee may do this.
The notice must be published in both the below:
- Northern Territory (NT) newspaper where the association carries on its activities
- NTG Gazette by emailing gazettes.dcm@nt.gov.au.
The public officer or committee member must also submit a copy of these advertisements to the associations team along with the following forms:
- Notice of resolution authorising transfer of property DOCX (28.9 KB)
- Notice of intention to transfer property of an association DOCX (28.8 KB).
If there are objections to the transfer, the following people may apply within 28 days to the Supreme Court for an order prohibiting the transfer:
- a member of the association who did not vote in favour of the resolution
- a creditor of the association who has not been paid.
Step 3
Once 28 days have passed from when the notice was published and no prohibition order has been placed, your association may transfer all its assets.
The committee will also:
- pay all bills and liabilities
- stop any subscriptions
- close bank accounts
- cease any additional registrations (e.g. ABN, business name and charity status)
- make sure any grants are acquitted
- decide on a suitable storage location for association records.
Step 4
Once transferred, the public officer must submit the completion of transfer of property of an association form DOCX (28.4 KB) to the associations team.
After 3 months of receiving the completion of transfer form, the association will come to a formal end.
Contact
Contact the associations team.
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