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An association can choose to wind up and close at any time.
- Winding up an association is where all outstanding affairs are finalised
- Closing an association is when it can be removed from the Associations Register.
The method of winding up an association depends on the association's size and asset value.
In some instances, it may be necessary for an association to be involuntarily wound up and closed.
Voluntarily winding up your association
An association can apply to voluntarily wind up and close itself. This is a 4-step process.
You must ensure that the association's financial reporting is compliant and up to date before beginning this process. CBS will reject an application if the association has not maintained its legal obligations.
- Step 1
Declaring solvency
The association must declare it is solvent - meaning, it can pay any debts or outstanding costs.
A majority of committee members must make a written declaration that says they have:
- looked into the affairs of the association
- held a committee meeting
- formed the opinion that the association will be able to pay its debts in full within 12 months of the winding up.
This declaration must be lodged with CBS and be supported by a statement showing the affairs of the association.
Within 5 weeks, the committee must pass a resolution to voluntarily wind up the association. You must provide CBS a copy of the signed minutes where the resolution was passed. Unsigned minutes will not be accepted.
Additional requirements apply where a meeting of the association's creditors is required. Contact the Associations Team for more information about this process.
- Step 2
Distributing surplus assets
Surplus assets are those leftover after the the costs of winding up have been paid.
It is illegal for an association to approve the distribution of surplus assets to any of its members, former members or associates of members - except with the consent of CBS.
CBS will only give consent if there are members of the association that are separate incorporated associations with identical or similar aims.
How assets should be distributed
Surplus assets must be distributed according to the rules of the association.
If there are no valid rules about distributing assets or winding up, surplus assets can be distributed in accordance with a special resolution of the association.
Court orders
An application can also be made to the court for an order about how the surplus assets should be distributed. This application can be made by CBS, a liquidator or an incorporated association member.
The court will look at the objectives of the association and any relevant provisions of the rules when making a determination.
- Step 3
Authorising a person to apply for deregistration
Once any surplus assets worth more than $5,000 have been distributed, a person authorised by a special resolution can apply for deregistration.
The application must include signed minutes of the special resolution that confirms the person making the application is authorised to do so.
Where an association cannot comply with this requirement (eg because there is no longer an active membership), CBS may accept an application signed by at least 2 people who are both:
- an officer of the association
- a member of the association
- a person who has a proper interest in the application.
See Committee member requirements for more detail about these roles.
- Step 4
Applying for deregistration
An application for deregistration must include:
- a declaration stating that the association has no liabilities and is not a party to any legal proceedings
- a statement setting out the way surplus assets less than $5000 will be distributed (or if they have already been distributed, how this took place).
Next steps
Once an association has submitted their application to deregister, CBS will publish a notice online.
Members of the public can make written submissions about the application for one month from the date specified on the website.
After a month, CBS will consider whether the application to deregister will be approved. CBS will then publish a notice in the Government Gazette advising that the association has been deregistered.
Once the notice has been published, the association will be taken to be dissolved.
The books and registers of an incorporated association must be kept for 7 years after the association is dissolved.
Contact CBS Associations and Cooperatives
Email: associations@sa.gov.au
Phone: 131 882
Post:
GPO Box 1719
Adelaide SA 5001
You can also book an appointment with the Associations Team for further assistance.
