Incorporation is particularly suitable for small, community-based groups. It is a simple and inexpensive way to establish a legal entity and provides a limited liability for members, except as may be provided in the rules of the association.
Organisations incorporate under the
Associations Incorporation Act 1985.Some features of incorporated associations are:
- they have their own corporate identity
- they can sue and be sued
- they can enter into contracts
- their affairs are usually run by a committee or board of directors
- documents lodged are kept on a public register.
On this page:
Three steps to incorporation of an associationLegal advice for associations wanting to incorporate
First, download the
How to incorporate guide publication from the Consumer and Business Services (CBS) website.
Then, making an application for incorporation requires three basic steps.
Step1 - Meeting of association members
1. Authorise a person to make the application for incorporation. The role of this person is to complete and sign the necessary forms and to lodge them with CBS.
2. Obtain the consent of the person who will be the association’s first public officer. A pamphlet outlining the role of a public officer is available on the CBS website. The person who consents to be the first public officer can also be the person authorised to make the application if that is what the meeting wishes.
3. Approve the name of the association. The name selected should reflect the association’s nature, objects and purposes. If there is a problem with the name selected the matter will be taken up with the lodging party.
4. Approve the rules. The proposed rules should be considered to ensure they will cater for the activities of the particular association and comply with section 23A of the Act. This section deals with the minimum content of rules.
If you do not have a set of rules (constitution) you may be able to obtain assistance from a similar organisation already incorporated under the Act or download an example set of rules from the CBS website.
Step 2 - Complete the forms for incorporation of an association
1. Forms 1 and 2 need to be completed. Every item must be filled in. The name of the association must appear exactly the same on both forms and the same as it appears in the names clause of the rules.
Download Form 1 and Form 2 from the CBS website.
Alternatively, you can pick up the forms personally at:
Consumer and Business Services (CBS)
Ground floor, Chesser House
91-97 Grenfell Street ADELAIDE SA 5000
Phone: 131 882
2. Item three on Form 1 seeks information about the purpose for which the association is being formed. A wide range of not-for-profit associations, including sporting and religious bodies, are eligible for incorporation. Section 18 of the Act sets out the eligibility criteria.
3. Form 2 must be signed and declared before a
Justice of the Peace (JP). The endorsement set out at the foot of the form must be written or typed on the copy of the rules and then signed by a Justice of the Peace.
4. The rules must be clearly printed or typed on single sheets of A4 size white paper.
Step 3 - Lodge forms, fees and rules required for incorporaton of an association
1. The fees payable must be paid when lodging the forms. Current fees are set out on the CBS website in the Associations fee schedule. Fees may alter in July each year.
2. Check that the forms are fully completed and that the other matters discussed in Step 2 have been met. The proposed rules and checklist of proposed rules must accompany Forms 1 and 2. If the documents are deficient they will be returned to the lodging party.
3. Normally you can expect to receive the Certificate of Incorporation in about 14 days.
4. The name of the association must be used on all documents and correspondence and on its common seal exactly as it appears on the Certificate of Incorporation, except that 'Incorporated' can be abbreviated as 'Inc.'.
5. A common seal is a rubber stamp with the full name of the association on it that serves as the signature of the association. You can obtain a common seal from a stamp maker.
Legal advice for associations wanting to incorporate
Associations may wish to consider obtaining legal advice. A solicitor will be able to assist in preparing rules and completing the forms. If you have any doubt as to whether you can determine your organisation’s income tax status or other tax obligations, a solicitor will be able to provide you with advice.
There may also be Goods and Services Tax obligations for an incorporated association. It's wise to seek advice on this issue.
If it is likely that in the first or subsequent years of operation of the incorporated association, the gross receipts of the association will exceed $500,000, special provisions apply to accounts and audits. For more information about this issue phone CBS on 131 882.
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On this site
Not-for-profits
Charities
Other websites
Forms for incorporated associations - Consumer and Business Services
Legislation
Associations Incorporation Act 1985 – South Australian Legislation
Associations Incorporation Regulations 2008 – South Australian Legislation
The legislation items can be purchased in hard copy from the Government Legislation Outlet:
Adelaide Service SA Centre
108 North Terrace
Adelaide SA 5000
Phone: 13 23 24
Or purchase online at www.shop.service.sa.gov.au
Contact
Consumer and Business Services
Phone: 131 882
www.cbs.sa.gov.au