Becoming an incorporated association

Incorporating an association is suitable for many community and charitable groups because this structure is specifically designed for not-for-profit organisations. This chapter sets the requirements for incorporating an association.  For information about the benefits and consequences of becoming incorporated refer to Introduction to Incorporated Associations.

Key Points

  • Only certain groups are eligible for incorporation.
  • The association must develop a set of rules that comply with the requirements of the Act and make provision for all the matters included in Schedule 1.
  • The application must clearly state the name and purpose of the association and include a copy of the rules of the association.
  • The Certificate of Incorporation is proof of incorporation and must be kept in a safe place.

Which groups are eligible for incorporation?

To be eligible for incorporation a group must:

  • have at least six members who will have voting rights under the rules;
  • be not-for-profit; and
  • be formed for one or more of the purposes outlined under the Act.

The Act allows incorporation for the following purposes:

  • religious, educational, charitable or benevolent purposes;
  • promoting or encouraging literature, science or the arts;
  • providing medical treatment or attention or promoting the interests of people who suffer from a particular physical, mental or intellectual disability or condition;
  • sport, recreation or amusement;
  • establishing, carrying on or improving a community or promoting the interests of a local community;
  • conserving resources or preserving any part of the environmental, historical or cultural heritage of the State;
  • promoting the interests of students or staff of educational institutions;
  • political purposes; or
  • promoting the common interests of persons engaged in or interested in a particular business, trade or industry.

If a group does not fit into any of the above categories it may apply for special approval by the Commissioner for Consumer Protection.

Steps to becoming an incorporated association

The procedure for incorporating an association involves the following steps:

  1. members agree to become incorporated;
  2. decide on a suitable name;
  3. develop a set of rules or adopt the model rules; and
  4. submit the application.

1. Agree to incorporate

An incorporated association is required to comply with specific obligations under the Act including maintaining records, holding annual general meetings and preparing financial reports. Before applying for incorporation the members should ensure that they understand the legal responsibilities that will follow. If the members agree to become incorporated they need to:

  • authorise one or more members who will prepare and submit the application;
  • decide on a name for the association;
  • decide the objects and purposes of the association; and
  • draft a set of rules.

2. Determine a suitable name and eligibility

The name of the association should reflect its objects and purposes. The Commissioner for Consumer Protection can reject a name if it is:

  • already in use;
  • offensive or undesirable;
  • likely to mislead the public; or
  • likely to be confused with the name of an existing body corporate or registered business name.

The use of certain words such as “foundation” or “royal” is also restricted under the regulations any may only be uses in certain circumstances.

When deciding on a name, it is advisable to consider having alternative name in case your first choice is not available.

3. Develop a set of rules

The management of an incorporated association’s affairs is governed by a set of rules, commonly referred to as the constitution. All associations incorporated are required to make provision for a number of specific matters in the rules, which are detailed in Schedule 1 of the Act and included at the end of this chapter.

Consumer Protection’s publication What’s in the rules: explaining the Schedule 1 requirements is useful in understanding these requirements.

To avoid misinterpretation, the rules should be written in clear simple language. There are no requirements about the length or complexity of rules for an incorporated association and in addition to addressing the Schedule 1 requirements the association can include other rules that are relevant to its activities.

Using the model rules

If an association does not want to develop its own rules the model rules can be adopted. The model rules are a complete set of rules prescribed by the Associations Incorporations Regulations that meet all of the requirements of the Act and provide a suitable governance framework for an association.

If you choose to use the model rules, the only additional information that you need to provide to the Commissioner with your application is:

  • name of the association;
  • objects or purposes of the association;
  • quorum for a general meeting of members of the association;
  • quorum for a meeting of the management committee of the association; and
  • period of the first financial year of the association.

Please note that if the association changes any of the provisions in the model rules (with the exception of the matters above) it is no longer considered to be using the model rules.

4. Make the application

The application for incorporation can be submitted online using AssociationsOnline. If the association is using its own rules a copy of these rules must be attached to the application and the applicant will also be required to complete a table identifying the Schedule 1 matters within the rules. Once all information is entered and uploaded, payment is made by credit card through a secure payment system.

The certificate of incorporation

The Commissioner for Consumer Protection will approve the application if satisfied the:

  • association is eligible for incorporation;
  • rules of the association conform with the Act; and
  • name of the association is appropriate in accordance with the Act.

The Commissioner will then incorporate the association and issue a certificate of incorporation.  The certificate will show the name of the incorporated association, the date of incorporation and the Incorporated Association Reference Number (IARN). 

The Certificate of Incorporation is an important document and must be kept in a safe place.

What happens if the application is not approved?

The Commissioner for Consumer Protection will not incorporate an association if it would be more appropriate to carry out its activities as a body corporate incorporated under some other law or the incorporation is against the public interest.

If the application is not approved the association can apply to the State Administrative Tribunal (SAT) for a review of the decision of the Commissioner. 

State Administrative Tribunal

Postal Address: GPO Box U1991 Perth WA 6845
Telephone: (08) 9219 3111 or 1300 306 017
Email: Contact SAT by email

What are the costs of incorporation?

There is a one-off fee to become incorporated.  Once incorporated there is no annual fee but other costs incurred over time can include the cost of meeting reporting and accounting requirements, legal advice (if required) and future applications to change the rules, name or objects.

Schedule 1 - Matters to be provided for in the rules of an incorporated association

  1. The name of the incorporated association.
  2. The objects or purposes of the incorporated association. 
  3. The qualifications (if any) for membership of the incorporated association and provision for when membership commences and when it ceases.
  4. The register of members of the incorporated association.
  5. The entrance fees, subscriptions and other amounts (if any) to be paid by members of the incorporated association.
  6. The name, constitution, membership and powers of the management committee or other body having the management of the incorporated association (in this clause referred to as the committee) and provision for the following:
    1. The election or appointment of members of the committee.
    2. The terms of office of members of the committee.
    3. The grounds on, or reasons for which, the office of a member of the committee shall become vacant.
    4. The filling of casual vacancies occurring on the committee.
    5. The quorum and procedure at meetings of the committee.
    6. The making and keeping of records of the proceedings at meetings of the committee.
    7. The circumstances (if any) in which payment may be made to a member of the committee out of the funds of the association.
      Note: Any rules that provide for payment to a committee member from the association’s funds must state that this can only occur if the payment is authorised by a resolution of the association.
  7. The quorum and procedure at general meetings of members of the incorporated association.
  8. The notification of members or classes of members of general meetings of the incorporated association and their rights to attend and vote at those meetings.
    Note: The rules must provide for all members of the incorporated association to be entitled to receive notice of and to attend any general meeting of the association. 
  9. The timeframe and manner in which, notices of general meetings and notices of motion are to be given, published or circulated.
  10. The number of members expressed as a percentage of membership, who may at any time require that a general meeting of the incorporated association can be convened.
  11. The manner in which the funds of the association are controlled.
  12. The day in each year on which the financial year of the incorporated association commences. 
  13. The intervals between general meetings of members of the incorporated association and the manner of calling general meetings.
  14. The manner of altering and rescinding the rules and of making additional rules of the incorporated association.
  15. Provisions for the custody and use of the common seal of the incorporated associations, if it has one.
  16. The custody of books and securities of the incorporated association.
  17. The inspection by members of the incorporated association of records and documents of the incorporated association.
  18. A procedure for dealing with any dispute under or relating to the rules: 
    1. between members; or
    2. between members and the incorporated association. 
  19. The manner in which surplus property of the incorporated association must be distributed or dealt with if the association is wound up or its incorporation cancelled. An association’s surplus property can only be distributed to:
    • an incorporated association;
    • a company limited by guarantee registered under the Commonwealth Corporations Act 2001;
    • an organisation that holds a current licence under the Charitable Collections Act 1946;
    • an organisation that is a member or former member of the association and whose rules prevent the distribution of property to its members; or
    • a non-distributing co-operative registered under the Co-operatives Act 2009.