Associations Incorporation Act 1964

The Act primarily affects the committee, public officer, members and creditors of any association that is, or wishes to become, an incorporated association in Tasmania. An “association” is defined negatively to exclude trading or profit-making bodies and positively to capture a wide range of community, charitable and recreational organisations (s.2(1)). The first public officer is usually the applicant for incorporation (s.14(1)) and must be a natural person resident in Tasmania over 18 years of age (s.14(1C)). Every incorporated association must maintain a public officer at all times; failure to appoint a replacement within 14 days after a vacancy renders each committee member guilty of an offence (s.14(1B)-(2)).

The committee (however styled) bears collective responsibility for ensuring compliance with accounting records (s.23A(5)), causing audits where required (s.24(2)), lodging annual returns (s.24B), and notifying alterations (s.18(6)). Members are protected from unlimited personal liability except to the extent provided in the rules (s.27). Creditors and persons dealing with the association are affected by the vesting rules (s.13), the continuation of rights on amalgamation or transfer (ss.25(6), 25B, 25E), and the evidentiary presumptions arising from certificates and seals (ss.11(3), 30).

Companies licensed under former Corporations Act ss.150-151 may convert into incorporated associations (s.25A), while incorporated associations may voluntarily transfer to a prescribed body corporate such as a company or cooperative (s.25C). Charities registered under the Australian Charities and Not-for-profits Commission Act 2012 are relieved from duplicative annual-return obligations provided they supply a copy of their ACNC report on request (s.24B(1B)-(1C)). The Commissioner is the central administrator, exercising powers of approval, exemption, investigation and cancellation.

Duties are distributed among the association, its committee, public officer and auditor. The public officer must notify the Commissioner of any change of address or appointment within 14 days (s.15(2)-(3)), lodge notices of rule alterations, object changes or trust alterations within one month (s.18(2)), and lodge special resolutions within one month (s.23(3)). The committee must ensure accounting records are kept that correctly record transactions and explain the financial position (s.23A(1)), cause audits where revenue exceeds the prescribed threshold (currently $250,000) or where no exemption applies (s.24(1)), and lodge annual returns within six months of the financial year end (s.24B(1)). Auditors must be independent (s.24(3)-(5)) and report on whether proper records have been kept and whether the statements give a true and fair view.

Rights conferred by incorporation are significant. The association gains perpetual succession (s.11(1)), power to hold land as fully as a natural person (s.12(1)), and the ability to act as trustee for other associations or charitable bodies (s.21(1)(a)-(b)). Contracts may be executed under seal, in writing or by parol according to ordinary principles (s.20). Members may call a general meeting if they represent at least 10 per cent of voting members (s.22A). On amalgamation, property vests automatically in the new association (s.25(5)). Surplus assets on winding up may be distributed according to a two-thirds majority resolution or, if the Court considers that unjust, according to the association’s objects (s.33).

The Commissioner may reduce or waive fees (s.36A), extend time limits in special circumstances (s.31(1)), exempt associations from audit (s.24(1B)), and approve non-auditor auditors having regard to complexity (s.24(1)(b)). An association may adopt the model rules in whole or part (s.16(2)) and may alter its rules only by special resolution (s.18(1)), with the alteration ineffective until notified and, in the case of objects, approved (s.18(4)).

Offences are summary and carry penalty units. Making a false or misleading statement in an incorporation application attracts a fine not exceeding 2 penalty units (s.7(3)). Failure to appoint a replacement public officer within 14 days renders each committee member liable to 1 penalty unit (s.14(2)). A public officer who fails to notify a change of address or new appointment faces 2 penalty units (s.15(2)-(3)). Non-compliance with accounting-record obligations attracts 5 penalty units for the association and each defaulting committee member (s.23A(5)), with a due-diligence defence available (s.23A(6)). Failure to cause a required audit carries 1 penalty unit per committee member (s.24(2)). Acting as auditor while disqualified (public officer, committee member, servant or partner) incurs 10 penalty units (s.24(5)).

Inviting the public to subscribe for debentures or to deposit or lend money is prohibited and carries 30 penalty units (s.21(3)-(4)). Late lodgment of annual returns triggers a prescribed late penalty (s.24B(3)), although the Commissioner may waive it (s.24B(4)). Failure to notify transfer of incorporation to a prescribed body corporate carries 10 penalty units (s.25D). Contravention of the requirement to display the association’s name on documents incurs 2 penalty units for each committee member (s.26(2)).

Enforcement is primarily administrative. The Commissioner may cancel incorporation after notice where the association appears to have ceased to exist or no longer meets the statutory definition (s.34). Cancellation at the association’s own request is available after special resolution (s.34A). Review of cancellation lies to the Tasmanian Civil and Administrative Tribunal (s.35). The Act applies modified Corporations Act investigation powers (s.24A) and, for administration and winding up, the full machinery of Parts 5.3A, 5.5, 5.6 and 5.7 with textual substitutions (ss.31A, 32).

The Act is expressly designed to sit alongside Commonwealth corporations legislation. Section 3(1) declares an incorporated association to be an excluded matter for the purposes of Corporations Act s.5F, except to the extent necessary for deregistration of a company that becomes an incorporated association, for the operation of ss.24A, 25B(1), 31A and 32, and for the securities provisions applied by ss.21(5) and 26A. Part 3 of the Corporations (Ancillary Provisions) Act 2001 is engaged to apply modified versions of the ASIC Act, Corporations Act administration and winding-up provisions, and ss.82, 700(2)(a), 736.

State legislation is also interwoven. Property vesting for land under the Land Titles Act 1980 is effected by notice to the Recorder of Titles (s.13(3)), while general deeds land uses the Registrar of Deeds (s.13(2)). The Rules Publication Act 1953 applies to ministerial directions on undesirable names (s.9(2)). Business Names Act 1962, Co-operative Housing Societies Act 1963 and Cooperatives Act 1999 names are protected against duplication (s.9(1)). The Registration of Deeds Act 1935 prescribes fees for memorials (s.13(4)).

For charities, compliance with the Australian Charities and Not-for-profits Commission Act 2012 satisfies the annual-return obligation under this Act (s.24B(1B)), subject to a power for the Commissioner to request a copy (s.24B(1C)). The Act does not authorise trading or pecuniary profit (ss.2(1), 21(2)), preserving the common-law distinction between incorporated associations and companies limited by guarantee.

Amendments have progressively aligned the Act with national regulatory trends. The Associations Incorporation Amendment Act 1983 (No. 43 of 1983) introduced accounting-record obligations (s.23A), audit requirements (s.24), annual returns (s.24B), and Commissioner fee-waiver powers (s.36A). The Associations Incorporation Amendment Act 1993 (No. 13 of 1993) substituted the application process (s.7), clarified public-officer appointment and vacancy rules (s.14), tightened alteration-of-rules notification (s.18), and inserted the company-to-association transfer provisions (ss.25A-25B).

The 2001 amendments (No. 42 of 2001) applied the Corporations (Ancillary Provisions) Act 2001 to debentures, special investigations, administration and winding up, replacing earlier references to the Companies (Tasmania) Code. The 2006 amendments (No. 10 of 2006) added voluntary transfer of incorporation to prescribed bodies corporate (ss.25C-25F) and the definition of “prescribed body corporate”. The 2016 amendments (No. 14 of 2016) introduced the revenue-based audit exemption threshold of $250,000 (s.24(1C)), aligned annual-return exemptions with ACNC registration (s.24B(1B)-(1C)), and updated references to the model rules (s.2(2)).

These changes reflect a policy of reducing duplicative regulation for charities, adopting federal corporate-governance concepts for larger associations, and facilitating mobility between legal structures. The 2021 amendment to s.13(3) updated Recorder of Titles procedures, while the 2025 amendment to s.35 substituted the Tasmanian Civil and Administrative Tribunal as the review body.

The Act itself contains no reported judicial decisions, but it supplies several mechanisms that have generated litigation in analogous contexts. Section 11(3) requires courts to take judicial notice of an incorporated association’s seal and presume due affixation; s.30 provides evidentiary certificates as to incorporation status, public-officer identity and rules. These provisions reduce the need for formal proof and have been relied upon in proceedings concerning standing and capacity.

Section 35 provides for review by the Tasmanian Civil and Administrative Tribunal of cancellation decisions under s.34. The grounds for cancellation—cessation of existence or departure from the statutory definition of “association”—have been interpreted strictly; the Commissioner must first issue a show-cause notice by certified mail. Section 33(2) confers a broad discretion on the Supreme Court to depart from a members’ resolution on surplus-asset distribution where it would not be just, having regard to the association’s objects. This remedial jurisdiction has been exercised where proposed distributions favoured subgroups rather than the charitable or community purposes stated in the rules.

Controversies have arisen around the boundary between permissible not-for-profit activity and prohibited trading or pecuniary profit (s.2(1)). The prohibition on public invitations to lend or deposit money (s.21(4)) and the applied Corporations Act restrictions on securities (s.26A) have required associations to structure fundraising carefully. The modification in s.31A(m) and s.32(2)(m) that treats members as contributories only for limited purposes has been noted in insolvency contexts as limiting the pool available to creditors compared with companies.

Most practitioners assume that incorporation automatically shields all members from liability; s.27 makes clear that liability is limited only “except as provided in the rules”. Many older rule sets still contain guarantee clauses that could expose members on winding up.

The public-officer role is not optional. Even if the rules are silent, the association must have one (s.14(4)), the first is the applicant or a pre-appointed person (s.14(1)-(1A)), and the office must be filled within 14 days of any vacancy (s.14(1B)). Failure is a strict committee offence (s.14(2)). The public officer’s residential address is the association’s “principal place of business” for the applied administration and winding-up provisions (s.31A(d), s.32(2)(d)), so changes must be notified promptly (s.15(2)).

Audit exemptions are not automatic. The $250,000 revenue threshold in s.24(1C) applies only if the association is not otherwise required by its rules or by a Commissioner direction. ACNC-registered entities may skip the s.24B return but must still supply a copy within 30 days of a Commissioner request (s.24B(1C)), with a 20-penalty-unit sanction for non-compliance.

Name continuity is deceptive. A change of name does not affect identity or pre-existing rights (s.10(5)-(6)), yet the Commissioner will refuse any name that is identical with or deceptively similar to an existing incorporated association, company, business name or co-operative (s.9(1)). The word “Incorporated” or “Inc.” must appear at the end of every document (s.26(1)); abbreviation on the seal alone is insufficient for documents (s.9(5)).

The model rules are not default rules in the ordinary sense. They apply only to the extent that the lodged rules do not exclude or modify them (s.16(3)), and later alterations to the model rules do not bind pre-existing associations unless adopted by special resolution (s.16(4)). An alteration that purports to allow rule changes otherwise than by special resolution is void (s.18(5A)).

Compliance begins with a properly authorised application under s.7(1). The applicant must lodge the association’s existing rules or a statement adopting the model rules (with or without modifications), a statement of objects, details of any trusts, and the prescribed fee. The Commissioner will not register a name that offends s.9; therefore a name search against the Tasmanian associations register, ASIC registers and business-names register should precede lodgment.

Once incorporated, the association must appoint and maintain a Tasmanian-resident public officer (s.14(1C)) and notify any change within 14 days (s.15). The rules should be reviewed to ensure they contain provisions for quorum, voting, special resolutions (three-quarters majority after proper notice—s.23(1)), committee powers, member liability on winding up, and the public-officer role. Any alteration requires a special resolution, newspaper notice if member liability is affected, lodgment within one month, and Commissioner approval if objects change (s.18).

Financial compliance is tiered. All associations must keep written English accounting records sufficient to explain transactions and financial position (s.23A(1)-(4)). Associations with revenue of $250,000 or more (or those not exempted) must arrange an audit by a registered company auditor or an approved person (s.24(1)) and lodge a detailed annual return containing the auditor’s report, financial statements and committee list (s.24B(1)). Smaller or ACNC-registered associations file a simpler return (s.24B(1A)) but must retain records for seven years (s.23A(3)).

Meetings called by members (s.22A) and special resolutions (s.23) must follow the rules precisely; the chairman’s declaration is conclusive absent a poll (s.23(2)). Contracts should be executed in accordance with s.20 and the common seal must bear the full name (s.11(2)). Annual returns must be lodged within six months of the financial year; late lodgment incurs a prescribed penalty that the Commissioner may waive only in special circumstances (s.24B(3)-(4)).

For structural change, amalgamations require special resolutions of all associations, lodgment of notices, and issuance of a new certificate (s.25). Transfers of incorporation require member approval by special resolution, registration of that resolution, and Commissioner satisfaction that the new form is appropriate (ss.25A, 25C). On winding up, the modified Corporations Act provisions apply; surplus assets must be dealt with under s.33 after payment of debts.

Records of all notifications, resolutions and financial statements should be maintained so that the Commissioner’s evidentiary certificates (s.30) can be obtained if needed. Where doubt exists about audit thresholds, object changes or name availability, early consultation with the Commissioner’s office is prudent. Associations that are also charities should synchronise their financial year with ACNC reporting to avoid duplicative work. Regular rule reviews—particularly after legislative amendments—prevent inadvertent breaches of the special-resolution requirement or the prohibition on altering the alteration process itself (s.18(5A)).