February 2020

This factsheet is intended as a plain English explanation of a particular area of law. Whilst all care has been taken in its preparation, it is not a substitute for legal advice as legal details have been omitted to provide a brief overview of this area of the law. If you require legal advice relating to your particular circumstances, you should contact EDO or your solicitor.

Overview

This fact sheet sets out the main steps required to register your group or organisation as an incorporated association in Queensland. This factsheet applies to Queensland law only.

Eligibility

Firstly, you must ensure that your community group is eligible to incorporate under the Associations Incorporation Act 1981. To be eligible to incorporate, your group or organisation must have at least seven members, be ‘not for profit’[1] and have an address in Queensland.[2]

Process for setting up an Incorporated Association

There are a number of steps required to become an incorporated association – the following are the main steps your group would need to consider.

1.Hold a general meeting

A meeting must be held with the proposed members of the new incorporated association. ¾ of those present must pass resolutions to:

a)become an incorporated association; and
b)adopt the proposed rules for the incorporated association.[3]

The rules may be the models rules or tis own rules. Then the members must pass a resolution to:

c) appoint a member to prepare and make the application.[4]

During this meeting the members must also:

a.Choose a name – There are rules governing the names of incorporated associations and the new name must not be easily mistaken for the name of certain other types of organisations. The name must end in ‘Incorporated’ or ‘Inc’.[5]

b.Adopt rules for running your Association – Your association must have a written set of rules that govern how it will operate. You can write your own rules or you may choose to use the standard set of rules[6] known as the ‘model rules’ provided by the Office of Fair Trading,[7] these may be amended to suit the needs and purposes of the association.

c.Elect the Management Committee – The rules of your association should set out how the management committee will be elected and appointed, the terms of office of committee members, reasons for which a committee position may become vacant and how to fill casual vacancies on the committee.[8]

The management committee will usually consist of at least three members; a President, Treasurer and Secretary. It is important to first elect the interim committee once the resolutions to incorporate have occurred. Once the association is a registered incorporated association the committee either calls for members to elect the office holders or have the incorporated association appoint the members to office.[9]

2. Submit your application to the Office of Fair Trading

The member of the association appointed to prepare and lodge the application should complete the application form to register their group as an incorporated association and lodge it with the Office of Fair Trading along with the application fee. The application form to register an incorporated association, and information on fees and processing times, can be found here.The application can be made online or by post and the fee (at the time of writing) is $162.15.

Processing time for an application to incorporate is about three to four weeks. Once the application has been processed and approved the management committee will receive a certificate of incorporation.

After Incorporation

1. Get a common seal – A common seal is a rubber stamp that legally identifies your association and will provide proof of your association’s name on legal documents. The Seal must include:

  • the words ‘common seal’;
  • your association’s full name, including the word ‘incorporation’or ‘Inc’.[10]

2. Open a financial institution account – The management committee will need to open an account in the name of the association. In doing so, it may need to provide a copy of your association’s rules and the original certificate of incorporation. The account must be kept in Queensland.

On opening the account, the management committee should appoint at least two signatories to the account (one of whom must be an officer – usually the President, Treasurer and/or Secretary).

3.Get insurance – Depending on the nature of the activities involved, it is advised that the management committee arrange public liability insurance cover, however professional advice would be needed to ensure the group is adequately insured. Proof of insurance may be needed to receive government grants.

4. Transfer property – If your group has any assets, liabilities, rights or legal proceedings these will need to be transferred to the incorporated association[11] – it is recommended that professional advice is sought as to how this property is best transferred.

Further information

This factsheet is part two in a three-part series on Incorporated Associations in Queensland. You can access parts one and three below:

The Office of Fair Trading has an online guide on incorporated associations available here.

References

1 Associations Incorporation Act 1981 s5.
2 Ibid s17(2).
3 Ibid s6.
4 Ibid s7.
5 Ibid s 29.
6 Ibid s6.
7 Associations Incorporation Regulations 1999 Schedule 4.
8 Associations Incorporation Act 1981 s8.
9 Ibid 8(4).2.
10 Ibid s31.
11 Ibid s22.3.