Incorporation benefits an association and its members. However, it also brings with it a number of responsibilities.
Committee members and the public officer are primarily responsible for ensuring an incorporated association complies with its statutory and reporting obligations.
Failure to comply with these obligations may lead to the issue of a penalty notice, prosecution, or in some instances, cancellation of the association's incorporation.
Confirming an association's status
A free online register provides key information about incorporated associations registered in NSW, including an entity’s incorporation name and number, date of incorporation and registration status. Visit the NSW incorporated associations online register.
In addition, the Organisation and Business Names search facility on the Australian Securities and Investments Commission website is regularly updated to reflect any new or ceased incorporated associations.
Minimum number of members
An incorporated association must have a minimum of 5 members at all times. An association’s registration may be cancelled if it has fewer than 5 members.
There is no maximum limit for the number of members in an association.
Management of associations
An association must establish a committee to manage its affairs. The committee must include 3 or more members. All committee members must be over 18 years of age and at least 3 of whom reside in Australia. The public officer may be a member of the committee.
Members of the management committee must carry out their functions with due care and diligence for the benefit, as far as practicable, of the association. They must disclose any interest in a matter that conflicts with their ability to perform their duties. They must not use their position or information acquired as a committee member dishonestly.
A former committee member must ensure that all documents of the association in their possession are delivered to the public officer within 14 days of vacating office.
Go to the Management committee page for more information on the role and responsibilities of the management committee.
Refer to sections 28 and 31 to 33 of the Associations Incorporation Act 2009 (the Act) for more information.
Commercial activities and monetary gain
An association must not secure a monetary gain for its members. Any profits made by an association should be used to further the objects for which the association was established.
Organisations operating as commercial enterprises are not eligible for incorporation.
Go to the Commercial activities and monetary gain page for more information on restrictions on providing monetary gain to members or on commercial activities.
The committee must ensure the association keeps and maintains the records required by the Act or otherwise required for the efficient running of the association.
Go to the Association records page for more information on the registers and other documents that should be kept and maintained by an association.
Refer to sections 29, 31 and 50 of the Act.
An association's committee must appoint a public officer who is over 18 years of age and a resident of New South Wales.
The public officer is, by virtue of that office, an authorised signatory for the association.
The committee must fill the office of public officer within 28 days of a vacancy. The new public officer must advise Fair Trading of the details of the appointment within 28 days of taking office.
A former public officer must ensure that all documents of the association in their possession are delivered to a committee member within 14 days of vacating office.
Go to the Public officer page for more information on the role of the public officer.
Refer to sections 34 to 36 of the Act.
The official address must be an address in NSW at which the public officer can generally be found, and at which documents can be served on the association by post.
The official address cannot be a post office box.
The public officer must advise Fair Trading of a change of official address within 28 days after the current address becomes obsolete or unusable.
Refer to sections 6 and 13 of the Act.
Annual general meetings
The association’s annual general meeting (AGM) is to take place within 6 months of the close of the association's financial year or in a timeframe allowed by Fair Trading.
A newly incorporated association must hold its first AGM within 18 months of registration.
Associations are required to submit their financial statements for the previous financial year to the AGM. The nature of the financial statements submitted to the AGM must be in accordance with the category of association, either Tier 1 or Tier 2.
Go to the Financial reporting requirements page for more information on financial reporting requirements.
Refer to sections 37, 44 and 48 of the Act.
The Act divides associations into two tiers for reporting purposes.
Larger, or Tier 1 associations are those whose gross receipts are more than $250,000 or current assets are more than $500,000. Tier 1 associations are required to submit audited financial statements each year to the members at the AGM.
Smaller, or Tier 2 associations are those whose gross receipts are less than $250,000 or current assets are less than $500,000. Tier 2 associations are required to submit a summary of their financial affairs to the AGM.
Associations must lodge annual financial summaries in the approved form with Fair Trading within 1 month after the AGM and no later than 7 months after the end of the association’s financial year.
From 1 October 2018, most incorporated associations that are also registered with the Australian Charities and Not-for-profits Commission (ACNC) will only need to submit annual financial reports to the ACNC. The ACNC will share the information with NSW Fair Trading. However, if an Annual summary of financial affairs is outstanding, it must still be lodged with Fair Trading. More information is available on the Reporting changes for associations registered as charities with ACNC page.
More information on financial reporting requirements is available on the Financial reporting requirements page.
Refer to sections 42 to 49 of the Act.
An association's full name (including the word 'Incorporated' or the abbreviation 'Inc') must appear in legible characters on any letter, statement, invoice, notice, publication including website, order for goods or services, or receipt in connection with its activities.
A person must provide Fair Trading with information or documents concerning the affairs of an association when required to do so.
Refer to sections 41 and 85 of the Act.
Many organisations conduct fundraising appeals in order to finance their charitable activities.
Do we have obligations under any other legislation?
Associations must comply with any relevant State and Commonwealth legislation that applies to its operations.
Visit the following organisations’ websites for more information:
- Australian Charities and Not-for-profits Commission
- Australian Taxation Office
- Information and Privacy Commission
- Anti-Discrimination Board of NSW
- NSW Industrial Relations (employment)
- Fair Work Ombudsman (employment)
- SafeWork NSW