On 1 March 2012, amendments to the Associations Incorporation Act 1981 commenced, enabling large scale associations to transition into a company limited by guarantee or Indigenous corporation in a cost effective manner.
Previously, if an association wanted to change its structure, they needed to: set up a new company limited by guarantee or Indigenous corporation; transfer existing assets and membership to the new entity; and finally, wind-up the association..
Now, incorporated associations have the option to seamlessly transition to being a company limited by guarantee under the Corporations Act 2001 (Cth) (Corporations Act) or an Indigenous corporation under the Corporations (Aboriginal and Torres Strait Islander) Act 2006 (Cth) (CATSI Act). The amendments provide a process for the Chief Executive (or the Minister in the case of an association incorporated under the Religious Educational and Charitable Institutions Act (1861) to authorise the transfer. The association may then apply for the actual transfer under the relevant Commonwealth corporations legislation. Transfer duty and capital gains tax are not payable under this process, because the assets of the association continue to be owned by the same body, despite the change of corporate status.
Additional information about how an incorporated association may voluntarily transfer incorporation into a company limited by guarantee, or an Indigenous Corporation may be found at http://www.fairtrading.qld.gov.au/voluntary-transfer-of-incorporation.htm
The financial reporting requirements under these Acts may better suit larger associations, given they are designed to regulate large-scale corporate entities, unlike the Associations Incorporation Act 1981.
Detailed information on the reporting and regulatory requirements of setting up and running a company in Australia is found on the Australian Securities and Investment Commission (ASIC) website.
Last reviewed 26/04/2013