An association may apply, or be directed by NSW Fair Trading, to voluntarily cancel its incorporation.
The procedures to voluntarily cancel incorporation are set out below.
An association that is unable to pay its debts cannot apply to voluntarily cancel its registration. Associations in this position should seek immediate independent advice from a solicitor or accountant in relation to its obligations.
How do we voluntarily cancel incorporation?
An association must pass a special resolution that:
- approves the cancellation of its registration, and
- proposes the distribution of its assets, consistent with the association’s constitution.
An Application for voluntary cancellation of registration of an association (form A8) must be completed and lodged with Fair Trading. The application must include:
- a copy of the special resolution that was passed
- a detailed list of the surplus assets and their proposed distribution for Fair Trading approval
- a statement, verified by statutory declaration by a committee member, that the association has no outstanding liabilities, and
- the association's certificate of incorporation (if still held), or a statement that it has been lost or destroyed.
There is no fee for an application to voluntarily cancel incorporation.
Do we need to lodge any outstanding annual summaries of financial affairs?
All annual summaries of financial affairs must be lodged for the last 3 financial years before the application can proceed.
If it is not possible to provide full or partial annual summaries of financial affairs, a statutory declaration, verified by a committee member and witnessed by a Justice of the Peace, must be provided, outlining the reasons for being unable to provide the information.
Will any other financial information be required?
If the last annual summary of financial affairs lodged reported any assets or liabilities: a statement of income and expenditure from that financial year to the closure of operations, and evidence that the bank account has been closed, will be required.
What happens to the association's assets?
The association distributes its assets in accordance with the passed special resolution, once approved by Fair Trading.
Generally, the Associations Incorporation Act 2009 (the Act) prohibits the distribution of assets to any member or former member.
If a government department or public authority has provided assets, such as grant funding, the association must return the remaining portion to that agency or a body nominated by the agency.
What happens after voluntary cancellation?
Once the association meets all its requirements, the association's registration may be cancelled. A notice of that action will be published in the NSW Gazette.
The lodging party will also be notified of the cancellation.
What do we do with the books and registers?
The Act and the Associations Incorporation Regulation 2016 requires associations to keep their financial records for at least 5 years.
There is no specified period for which the association’s other records must be kept after the association’s registration is cancelled.
Go to the Association records page for more information on association records.