The Act’s primary subjects are associations—unincorporated groups of seven or more persons formed for non-profit objects—and the incorporated associations they become. Eligibility is negatively defined in s.5: an association is ineligible if it has fewer than seven members, is a company, partnership, industrial organisation, school council or parents-and-citizens association, is formed for member financial gain, is already incorporated by special Act, or has as its main purpose the holding of property in which members have a disposable interest or the right to divide it. A narrow exception exists for medical-cost trusts (s.5(2)).
Members of both unincorporated and incorporated associations are directly affected. Upon incorporation, members become members of the body corporate (s.14(2)(b)). They enjoy contractual rights under the rules (s.71(1)), rights to vote on special resolutions (s.3), to inspect minutes and financial documents (ss.57B, 59C), and to enforce rules and natural justice in the Supreme Court (ss.71–73). Conversely, they are bound by the rules and may face liability only to the extent provided in the rules (s.27). Members who receive financial gain through another member’s membership are deemed to have received it themselves (s.4(2)).
Management committee members (including the president, treasurer and any secretary who is also a committee member—s.66(3)) bear the heaviest burdens. They must ensure compliance with meeting rules (s.57), financial record-keeping and reporting (ss.59, 59A–59BA), public liability insurance decisions (s.70), and the association’s nominated address (s.17). They owe the statutory duties in ss.70E–70J and are personally liable for offences in many instances, although a “reasonable steps” defence is available (e.g. ss.17(3), 57(2), 65(4), 66(2), 70A(3), 59D). Committee members who have a material personal interest must disclose it and generally abstain from voting (ss.70B–70C). Remuneration and benefits paid to committee members, senior staff and their relatives must be disclosed at the annual general meeting (s.70D).
Officers, particularly the secretary, have specific obligations. The secretary must be an adult resident in Queensland or within 65 km of the border (s.66(1)), maintain the register of members (s.69A(1)(d)), keep minutes (s.69A(1)(b)), ensure documents show the registered name (s.32), notify changes of office-holders and address (s.68), and request title-register entries for land vested on incorporation (s.24). The secretary cannot also be the auditor (s.69(1)).
Creditors and third parties dealing with an incorporated association benefit from its separate legal personality and perpetual succession but must rely on the association’s assets for satisfaction of debts (s.27). The Act’s exclusion from most Corporations Act provisions (s.1B) means third parties cannot invoke company-law remedies that would otherwise apply.
The chief executive (the departmental officer designated under the Act) performs a regulatory role: deciding incorporation applications (s.12), maintaining the register (s.16), approving forms, requiring further information, publishing notices, withholding sensitive member information (s.18(3)), and cancelling incorporation on prescribed grounds (ss.93, 93B). The chief executive also advises the industrial registrar of applications with industrial purposes (ss.10A, 48A) and may direct lodgement of financial information (s.59F).
The industrial registrar receives mandatory referrals for associations or rule amendments with an “industrial purpose” and may object, compelling refusal of incorporation or registration (ss.10A(2)(b), 12(3), 48(9), 48A(2)(b)).
The Supreme Court and QCAT exercise supervisory jurisdiction. The Supreme Court may enforce member rights (s.72), wind up associations (s.91), sanction creditor-opposed amalgamations (s.83(4)), and make orders rectifying irregularities (s.133). QCAT reviews reviewable decisions of the chief executive (ss.112–113) and may stay decisions pending review (s.111).
Auditors, accountants and approved persons are engaged for financial verification. They must be independent (s.59AC) and, for large associations or those required by other laws, prepare signed audit reports (s.59AA). Approved persons may be authorised by the chief executive for medium or small associations (s.59E).
The public trustee holds surplus assets on winding-up or cancellation where no special resolution disposes of them (s.92(2)), and may receive vested property on reinstatement (s.94D).
The Commissioner of the Australian Charities and Not-for-profits Commission may receive information from the chief executive under an information-sharing arrangement (s.119B), affecting incorporated associations that are also ACNC-registered charities.
Finally, former unincorporated associations and their office-holders are affected during the transition: property vests, proceedings continue, and pre-incorporation liabilities may still be pursued against trustees or committee members in deficit cases (s.23(3)–(4)).