Incorporated associations

If you're a community group in the Northern Territory (NT), you might decide to become incorporated.

Incorporation means you're a legal entity. It allows you to do certain things such as enter into a contract, apply for government grants or buy land.

Becoming incorporated isn't necessary, but if you decide to apply, there are rules you must follow.

Read below to find out more. You can also watch the video.

Get a printable fact sheet PDF (712.8 KB).

Structure

Incorporation gives your group its own legal identity, separate from its members.

Incorporated associations:

• are made up of 5 or more people
• are not-for-profit
• have rules (a constitution), members and a governing body.

Who can register

You can apply for incorporation if you're a club or group and your purpose is any of the following:

• religious, educational, benevolent or charitable
• to provide medical treatment or attention
• to promote or encourage literature, science, art or a cultural activity
• to provide sport, recreation or amusement
• to beautify or improve a community centre.

If you want to set up an incorporation for any other purpose, email associations.compliance@nt.gov.au.

Running an incorporated association

To run an incorporated association, you must meet certain conditions and complete a number of steps.

Find out how to start an incorporated association.

If you decide to incorporate, there are things you can and can't do.

What you can do

As a legal entity, you can:

• enter into contracts
• have insurance
• apply for government grants
• buy land
• take out a mortgage or loan
• sue or be sued
• employ staff
• have the same rights as a person
• continue, even if membership changes.

What you can't do

As a non-profit, you can't:

• distribute profits or assets to members
• operate to secure financial benefits for members.

Member liability

Member liability is limited to subscriptions.

Management committee members also have limited liability, unless they trade while insolvent.

Operating in and out of the NT

You don't have to operate entirely in the NT. However, the association's public officer must reside in the NT under the Associations Act 2003.

If all or most of your operations are outside the NT, it may not be appropriate to be incorporated as an NT association.

To read about other legal structures, go to the Australian Government's Australian Tax Office website.

Public information about your association

If you become incorporated, certain information about your association will be made public.

This includes:

• your association’s name
• main place of business
• contact details
• financial statements
• constitution
• name and addresses of your public officer.

Contact

For more information, contact the compliance team.

If you're a non-profit group that wants to become incorporated, there are steps you must take before you can register.

Read below to find out more. You can also watch the video.

Get a printable fact sheet PDF (808.0 KB).

Before you begin

Before you start the process, make sure your group understands and can meet the requirements involved in setting up and running an incorporated association.

To be eligible to apply, you must:

• have at least 5 people to apply for registration
• develop a constitution for your association
• set up a committee to manage the association's affairs
• appoint a public officer who resides in the NT
• have an official address within the NT
• choose a name that reflects your organisation's purpose
• hold your first AGM within 18 months – you must hold all following meetings within 5 months of the end of your financial year
• find out what insurance your association needs
• submit annual financial statements
• keep records and registers up to date.

You must also notify the compliance team of any changes.

How to register

To register, follow the steps below.

You can also get the checklist.

New association checklist PDF (918.9 KB)
New association checklist DOCX (42.5 KB)

Step 1. Select a name

The name you select must be different from business and organisation names listed on the Australian Securities and Investments Commission website.

You must not use any unauthorised names based on the Associations Regulations 2004.

For example:

• Commonwealth
• Federal
• United Nations
• ANZAC
• Bank
• Co-operative
• the Crown
• Scout Association
• Red Cross.

Your name must include the word 'incorporated' as the last word.

You can't register a business name until the association has been:

• approved
• issued an incorporation number.

If you want to use an unauthorised name, email associations.compliance@nt.gov.au.

Step 2. Develop a constitution

You must create a standard set of rules for your association. This is known as a constitution.

The constitution sets out how your association will operate.

You can use the  model constitution template  or draft your own document.

Model constitution template PDF (216.7 KB)
Model constitution template DOCX (32.6 KB)

In your constitution, you must set out all of the following:

• objective and purpose
• membership:
  • categories - e.g. individual, family, associate
  • rights of each category
• committee positions - e.g. chair, vice-chair, secretary and treasurer
• eligibility to hold a committee position
• your end of financial year.

Step 3. Meet to formalise the process

Once you've selected a name and drafted a constitution, you must:

• arrange a first meeting with all members
• prepare an agenda
• prepare an attendance register.

Read more about other registers you need to keep as part of your responsibilities.

At the meeting, you should:

• put the name to a vote
• select members to positions or confirm that the existing committee remains until the next:
  • annual general meeting or
  • an appointed time selected by the committee
• select or confirm a public officer - they must reside in the NT
• put the constitution to a vote
• present the motion to members to become incorporated
• authorise the public officer to submit the application to become incorporated.

You must prepare minutes to record motions of all decisions.

Get the formation meeting minutes template.

Formation meeting minutes template PDF (149.0 KB)
Formation meeting agenda template DOCX (33.9 KB).

Step 4. Submit your application

Once the meeting minutes are drafted, you can apply to become incorporated.

You can apply online, by email or in person.

The public officer must complete this process. Each committee member must also complete their details and relevant section of the application.

Online

To apply online, go to Licensing NT.

Attach supporting documents

You must attach the following supporting documents:

• meeting minutes
• new association statutory declaration DOCX (29.1 KB)
• constitution with annexure 'A' DOCX (18.1 KB) attached.

You will be prompted to pay the prescribed fee.

Email or in person

To apply by email or in person, follow these steps:

Step 1. Fill in the form.

Incorporated association form PDF (187.8 KB)
Incorporated association form DOCX (71.8 KB)

Step 2. Submit your completed application by email to territorybusinesscentre@nt.gov.au or in person at your nearest Territory Business Centre.

You will need to provide:

• application for incorporation
• meeting minutes
• new association statutory declaration
• constitution with annexure 'A'
• prescribed fee.

Contact

Contact the compliance team.

As an incorporated association, you have certain responsibilities to carry out.

These responsibilities are required by law and aim to protect members.

By being compliant, it also means you may be eligible to apply for funding, grants and sport vouchers.

Read below to find out more. You can also watch the video.

Get a printable fact sheet PDF (383.1 KB).

Use your legal name

As an incorporated association you must:

• use your legal name on official documents including:
  • letters, accounts and receipts
  • notices, publications and cheques
  • your constitution and financial statements
  • on your common seal, if you use one.

Common seal

A common seal is the official stamp or signature of the association. It's used for contracts, loans, mortgages and funding agreements to ensure the person entering into an agreement on behalf or the association is authorised to do so.

You can get this type of stamp from a stationery or office supplies shop.

Keep records and registers

You must also keep proper records and registers.

Submit documents

You must submit the following within set timeframes:

• changes to constitution - within 28 days of the meeting where these changes were approved
• changes to public officer - within 14 days
• financial statements:
  • present to your members at an AGM within 5 months of your end of financial year and
  • submit within 28 days of the meeting where these changes were approved. Find out more about your reporting responsibilities.

If you submit documents outside of these timeframes, overdue fees may apply.

Get a checklist of timeframes you need to meet.

After the AGM checklist PDF (117.7 KB)
After the AGM checklist DOCX (54.4 KB)

Induct committee members

You should provide each committee member with:

• information about their role and responsibilities
• a copy of the current constitution
• any relevant by-laws or policies.

Each member is responsible for ensuring that:

• the association remains compliant
• recordkeeping is maintained
• the constitution is followed
• members are safe to participate in the association.

Read more about inducting committee members and requirements.

Annual general meeting

You must:

• hold your first annual general meeting (AGM) within 18 months of becoming incorporated and
• hold AGMs within 5 months of your end of financial year.

Read more about running your meetings.

Contact

Contact the compliance team.

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.

Get a printable fact sheet PDF (258.6 KB).

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 compliance team.

Rules for dealing with assets

If you have assets, you must deal with them appropriately. For example, transfer them to another association.

Read more about transferring property and assets.

Get the transfer checklist.

Transfer checklist PDF (924.2 KB)
Transfer checklist DOCX (39.3 KB)

Get the dissolution checklist.

Dissolution checklist PDF (131.5 KB)
Dissolution checklist  DOCX (54.2 KB)

Association without assets

To close an association without assets, follow these steps:

Step 1. Hold a special general meeting (SGM) to present the resolution to dissolve.

At the meeting, members will:

• consider the resolution
• pay all bills
• decide on a suitable storage location for association records
• close bank accounts
• make sure any grants are acquitted.

Step 2. After the meeting, the public officer must:

• fill in a dissolution statutory declaration form in front of a witness aged 18 or older or
• contact the compliance team - they can draft a declaration for you.

Dissolution statutory declaration form PDF (158.6 KB)
Dissolution statutory declaration form DOCX (18.2 KB)

The declaration must state the correct legal name including "incorporated" or "inc".

Step 3. Email the declaration and a copy of the meeting minutes to associations.compliance@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 assets

To close an association with assets, follow these steps:

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

If you have prescribed property, email associations.compliance@nt.gov.au with your request for consent to the transfer the property.

The request must include:

• the name of the association
• notice of the intention to dissolve
• request to transfer the prescribed property and where
• an indication on what assets are prescribed.

If approved, move to step 2.

Step 2. Hold a special general meeting (SGM) to present the resolution to close.

At the meeting, members will:

• consider the resolution
• pay all bills
• transfer assets - property must either go to:
  • another body with similar or charitable objectives
  • a local government council where the property is located.
• decide on a suitable storage location for the association's records
• close bank accounts
• make sure any grants are acquitted.

Step 3. Within 14 days of the resolution, the public officer must publish your association's intention to transfer its prescribed property in all of 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 must also submit a copy of these advertisements to the compliance team with the following forms.

Notice of resolution authorising transfer of property PDF (102.6 KB)
Notice of resolution authorising transfer of property DOCX (28.9 KB)

Notice of intention to transfer property of an association form PDF (11.4 KB)
Notice of intention to transfer property of an association form DOCX (28.8 KB)

Step 4. Once 28 days have passed from when the notice was published, your association may transfer all of its surplus assets.

Step 5. Once transferred, the public officer must submit the following form and submit it to the compliance team.

Completion of transfer of property of an association form PDF (13.8 KB)
Completion of transfer of property of an association form  DOCX (28.4 KB)

Contact

Contact the compliance team.

All fees below are exempt from GST.

If you need help to start, run or close an association, you can contact the Northern Territory Government associations compliance team.

They can:

• provide advice and assistance
• exemptions from constitutional requirements
• interpreting the Act
• help you understand your constitution
• help you handle conflict and run meetings.

To find out more, watch the video below.

Get a printable fact sheet PDF (1.7 MB).

How to contact

Email associations.compliance@nt.gov.au

Call 08 8999 1335