Change the structure of your incorporated association

At some stage, you might reassess your incorporated association's legal structure and decide if it still suits your needs.

If being incorporated no longer meets your needs, you can apply to change to another structure.

Types of structures

There are different types of structures that you can transfer to, such as:

  • company limited by guarantee (non-profit company)
  • Aboriginal and Torres Strait Islander Corporation (ORIC)
  • company for profit: Pty Ltd

What to consider

Before you change structure, you should consider the following:

  • Once you change structure, you can't change back to being an incorporated association.
  • The name of your new entity can't include the words 'association' or 'incorporated'.
  • If your association has prescribed property, you must get consent from the government to transfer both the association and its assets.
  • Any transfer means the original entity continues. The association still holds your assets and is responsible for any liabilities or court actions.

How to change the structure

The steps you need to take depend on whether your association has prescribed property.

Follow these steps:

Step 1. Hold a members meeting

Present to present the special resolution to transfer.

At the meeting, members will:

  • consider the application to transfer
  • consider a new entity name
  • confirm the constitution/rule book
  • make other decisions needed based on the new structure.

Step 2: Apply for the transfer

Submit your application to the office responsible for your new structure under the Corporations Act 2001 or other relevant Act.

Step 3. Email the meeting minutes and evidence showing the completion of the transfer to associations.compliance@nt.gov.au.

The associations team will close the entity as an association.

The entity is reminded to update property records, bank accounts and registrations (e.g., ABN, business name, charity status) to reflect the new name and structure.

Follow these steps:

If the property is leased under the Special Purposes Leases Act 1953 or the Crown Lands Act 1992, different rules apply. Contact the Crown Land Estate for consent before applying to the associations team to transfer the lease.

Step 1. Hold a members meeting to present the special resolution to transfer.

At the meeting, members will:

  • consider the transfer
  • consider a new entity name
  • confirm the constitution/rulebook
  • make other decisions needed based on the new structure
  • confirm the request to transfer prescribed property.

Step 2. Apply for consent

Email associations.compliance@nt.gov.au with the request.

You must include a copy of the minutes from the meeting of the members and the intending constitution.

Step 3: Apply for the transfer

If consent is given, submit your application to the office responsible for your new structure under the Corporations Act 2001 or other relevant Act.

Step 4. Email evidence

Email evidence showing the completion of the transfer to associations.compliance@nt.gov.au.

The associations team will close the entity as an association.

The entity is reminded to update property records, bank accounts and registrations (e.g., ABN, business name, charity status) to reflect the new name and structure.

Follow these steps:

Step 1. Hold a members meeting to present the special resolution to dissolve.

At the meeting, members will consider the resolution.

Step 2. After the meeting, the committee will:

  • pay any bills and cancel any subscriptions
  • ensure all grants have been acquitted
  • transfer the assets
  • decide on a suitable storage location for association records
  • close the bank account and any registrations - e.g. ABN, business name, charity status.

Step 3. The public officer will:

  • fill in the dissolution satisfactory declaration form in front of a witness aged 18 or over
  • send the completed, signed and witnessed document to associations.compliance@nt.gov.au.

Follow these steps:

Step 1. If you have assets valued at $25,000 or less, proceed to step 2.

If you have assets valued at $25,000 or more  (prescribed property) , email associations.compliance@nt.gov.au to request a transfer to another entity structure.

Your request must include:

  • the name of the association
  • which structure the association intends to transfer to
  • the intended name under the new structure
  • the constitution that will be used
  • request to transfer prescribed property (if applicable).

If approval is given, the committee can proceed with the special general meeting (SGM) to transfer.

Step 2. Hold an SGM to present the special resolution to dissolve.

At the meeting, members will:

  • consider the transfer
  • consider a new entity name
  • confirm the constitution
  • make other decisions needed based on the new structure.

Step 3. Email the meeting minutes and evidence showing the completion of the transfer to associations.compliance@nt.gov.au.

Your association will not be removed from the public register until all assets have been transferred.

Stopping the transfer or closure of an incorporated association

To stop an association from transferring or dissolving, you must submit an application to the Supreme Court within 28 days from when the notice of the association's intention was published.

The following people can apply:

  • an association member who didn't vote in favour of the resolution
  • a creditor of the association.

To find out more, contact the Supreme Court NT website.

Contact

Contact the associations team.

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