Becoming Incorporated

Advantages of incorporating your organisation:

  • enter into contracts (such as leases and other agreements)
  • accept gifts or bequests
  • buy, sell and lease property and other assets
  • borrow and invest money
  • open its own bank account
  • take legal action in the courts or have legal action taken against it
  • take out public liability insurance with greater ease
  • can continue to exist after individual memberships change
  • can apply for a wider range of public and private grants and sponsorships
  • have automatic approval to solicit for charitable donations in its state
  • have certain tax advantages

Should my group become incorporated?

Each state has different regulations as to how many members you must have before you can become incorporated. It is strongly recommended that you read the Association Incorporation Act and model rules relevant to your state as soon as your organisation questions whether or not it should take this step. You will be better able to assess whether your organisation should or can become incorporated and it will highlight the rules you need to follow if you choose to do so.

Australian Capital Territory
Office of Regulatory Services
Associations Incorporation Act 1991
Model Rules
New South Wales
NSW Fair Trading
Associations Incorporation Act 2009
Model Rules (Model Constitution)
Northern Territory
Department of Business
Associations Act
Model Rules (Model Constitution)
Queensland
Office of Fair Trading
Associations Incorporation Act 1981
Model Rules
South Australia
Consumer and Business Services
Associations Incorporation Act 1985
Model Rules (Example Rules)
Tasmania
Consumer Affairs and Fair Trading
Associations Incorporation Act 1964
Model Rules
Victoria
Consumer Affairs Victoria
Associations Incorporation Reform Act 2012
Model Rules
Western Australia
Department of Commerce
Associations Incorporation Act 1987
Model Rules

We want to incorporate. What now?

If your organisation does decide that it should be an incorporated association your organisation will need to have a general or special meeting to pass a motion by special resolution on becoming incorporated. Carefully read the appropriate Association Incorporation Act and model rules for your state before you have this meeting so you are aware of all the bases that need covering and your legal obligations.

At this meeting you will need to resolve to do a number of things. Some of the items that you will need to agree on and do at this meeting include:

  • when your reportable financial year will start and end
  • the proposed incorporation’s name (its official name must have the word Inc or Incorporated in the title)
  • the proposed incorporation’s rules (model rules can be adopted)
  • appoint the person to make the application for incorporation
  • the nominated address for service of documents
  • appoint the management committee (some states have very specific rules on who can hold the Secretary/Public Officer position)
  • if the incorporated association should take out public liability insurance

You can check the availability of your proposed incorporation’s name by doing a search on the Australian Securities and Investments Commission website using the search box on the right hand side of the home page.

Once you have had your meeting and passed the relevant details you can now fill out your application forms and lodge them with a fee. Incorporation application forms can be found on these pages of the following websites:

Australian Capital Territory
Office of Regulatory Services
Fees – around $156M
New South Wales
NSW Fair Trading
Fees – around $118
Northern Territory
Business Affairs
Fees – around $68
Queensland
Office of Fair Trading
Fees – around $129
South Australia
Consumer and Business Services
Fees – around $171
Tasmania
Consumer Affairs and Fair Trading
Fees – around $144
Victoria
Consumer Affairs Victoria
Fees – around $181
Western Australia
Department of Commerce
Fees – around $132 + advertising fee

Things to do after incorporating:

Get an ABN, business name and TFN

As a not-for-profit organisation it is not compulsory to register for an ABN (as long as you GST turnover is less than $150,000) but it can be useful if you are wanting to claim certain income tax benefits or exemptions, claim GST credits, and/or endorsement as a deductible gift recipient. It will also make your dealings with the ATO and conducting business transactions easier.

First you will need to register for an ABN. You can do this on the Australian Business Register website. There is no fee involved to register an ABN.

You will need a business Tax File Number when you open a bank account for your organisation after incorporating. You can also apply for your business’s Tax File Number at the same time, on the same website. There is no fee involved to register for a TFN.

Now you can apply for a business name by going to the Australian Securities and Investments Commission website. Since you have to register for an ABN before you can register your business name, it would be a good idea to check the availability of your proposed business name before you apply for your ABN by searching here. Your business name can be different to your incorporation name, if desired. Registering a business name will cost $30 for one year or $70 for three years.

Create a Common Seal

Talk to your proposed bank branch. You may not need a common seal to open your bank account, but you may. If it is not needed to open a bank account, you can leave this step until after that, but it is a legal requirement to obtain a common seal for your incorporation within a certain period of time from becoming incorporated.

A Common Seal is an official stamp required for formalising some of the incorporation’s business dealings and legal agreements. Please check the Act relevant to your state for the specific requirements for information that need to be on the seal and when it should be used. Generally, it will need the entity’s full legal name including the word Inc or Incorporated and use the wording “common seal”.

Open a bank account

Once your application for incorporation has been approved, you can open a bank account in the incorporation’s name. It is best to chat to the branch you propose to open the account about the specific documentation you will need to provide. All nominated signatories will need to sign documents to open the account.

Most likely you will need:

  • The incorporation’s Certificate of Incorporation
  • The incorporation’s registered TFN
  • An authorised, signed copy of the Minutes of the meeting where the resolution was passed to become incorporated and management committee members were elected
  • An authorised, signed copy of the incorporation’s rules/constitution
  • The incorporation’s Common Seal

Gaining Charity Status

Apply for a fundraising license

You may be required to apply for a fundraising licence if you are wishing to partake in any of activities listed below or similar activities:

  • Door knock appeals
  • Raffles
  • Lotteries
  • Tin collections
  • Sausage sizzle type events
  • Telemarketing
  • Collections of money or goods deemed to be for a charitable purpose
  • General appeals for donations

Each state has its own rules as to what it considers “fundraising”. For more information, visit the relevant website below for the authority in your state. Also visit the ATO website for a basic breakdown of what is covered or required for fundraising in your state. Please note that if you carrying out fundraising activities outside of your state, you may require a licence there too.

Australian Capital Territory
ACT Gambling and Racing Commission
Lotteries Act 1964
New South Wales
NSW Office of Liquor, Gaming and Racing, Department of the Arts, Sport and Recreation
Charitable Fundraising Act 1991
Northern Territory
Department of Business
Gaming Control Act
Queensland
Office of Liquor and Gaming Regulation
Collections Act 1966
South Australia
Office of the Liquor and Gambling Commissioner
Collections for Charitable Purposes Act 1939
Tasmania
Tasmanian Gaming Commission
Gaming Control Act 1993
Victoria
Consumer Affairs Victoria
Fundraising Act 1998
Western Australia
Charitable Collections Advisory Committee – Department of Commerce
Charitable Collections Act 1946

If you are wishing to fundraise or carry on business outside of your state, you will need to register as an Australian body with the Australian Securities and Investments Commission. The fee for registration is around $357.

Register as a charity

Once you have a fundraising license, if you need one, you can apply for charity status. First you will need to register as a charity with the Australian Charities and Not-for-profits Commission (ACNC). There is no fee for registering.

Now you can be endorsed by the ATO for different tax exemptions if you are eligible. You will also need an ABN.

Once endorsed you may be able to gain some of the following:

  • Income tax exemption
  • GST concessions
  • Fringe benefits tax rebate
  • Fringe benefits tax exemption

See the ATO website for more information on endorsements.

Apply for Deductible Gift Recipient (DGR) status

You can also apply for endorsement as a deductible gift recipient (DGR) status with the ATO. This allows you to issue your donators a receipt they can use as a tax reduction for their donations over $2.

To apply for DGR status under the animal welfare heading your not-for-profit organisation’s main activity must be, as defined by the ATO:

“It is an institution whose principal activity is one or both of the following:

  • providing short-term direct care to animals (but not only native wildlife) that have been lost, mistreated or are without owners;
  • rehabilitating orphaned, sick or injured animals (but not only native wildlife) that have been lost, mistreated or are without owners.”