The Law Handbook 2024

626 Section 6: Houses, communities and the road How to incorporate Making an application Applications to register an incorporated association are made to CAV, using myCAV, by an authorised person (www.consumer.vic.gov.au/mycav/sign-in) . Applications for incorporation must be accompanied by: • a copy of the association’s rules; and • any trust deed relating to the association. The cost of applying for incorporation depends on whether the model rules are adopted. CAV may refuse to incorporate an association if it is not an appropriate association. Upon incorporation When an application to incorporate an association is accepted, a certificate of incorporation showing the organisation’s name, registration number and date of incorporation, and a receipt of payment, is emailed to the association’s secretary. Ending an association Amalgamating incorporated associations Two or more incorporated associations may unite or amalgamate to form one association. When the associations amalgamate, they form a new incorporated association, and CAV will cancel the incorporation of the individual associations without winding up the associations. To do this, each of the associations wishing to amalgamate must pass a special resolution approving the terms of the amalgamation and the rules and purposes of the proposed amalgamated association. In addition, the associations must lodge the relevant form and supporting documents with CAV. When considering an amalgamation, committee members must remember their duty to act in the best interests of their organisation. For more information about the process of amalgamating incorporated associations, see CAV’s website (www.consumer.vic.gov.au) and Not-for-profit Law’s website (www.nfplaw.org.au/free-resources/ working-with-others/amalgamations-and-mergers) . Cancelling or winding up an incorporated association Voluntary cancellation An association can apply to CAV for voluntary cancellation if it: • has gross assets less than $50,000; • has no outstanding debts or liabilities; • has paid all the relevant fees and penalties to CAV and others; and • is not involved in any legal proceedings. An application for voluntary cancellation can be made by: • the association itself if members have passed a special resolution seeking cancellation; • a member or a former member if the association is no longer operating; • a statutory manager appointed under the Associations Act; or • an administrator if the association is under voluntary administration. Voluntary winding up An organisation that wishes to end, but does not meet the criteria for cancellation, must be wound up voluntarily by special resolution. This option is available to any incorporated association in Victoria, regardless of its annual revenue. Once the special resolution is passed, the association must appoint a registered liquidator to manage the sale of assets and the distribution of the proceeds of sale and the association’s operations must cease. Court-ordered winding up The Victorian Supreme Court may order the winding up of an association if: • the association has resolved, by special resolution, that it be wound up by the court; • the association suspends its operations for a whole year; • the association is unable to pay its debts; • the association (or the association as trustee) has secured pecuniary profits for its members (subject to the exceptions contained in the Associations Act); • the association has engaged in activities outside the scope of its purposes; or