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Has your association outgrown the state Associations Incorporation Acts?

By Kathy Nguyen, Senior Lawyer, Governology

As associations expand their activities, membership, and resources, they may come to ‘outgrow’ the state or territory Associations Incorporation Act and consider converting to become a CLG. CLGs are generally the appropriate legal structure for national associations or those that are charities. Recently, we have assisted the following associations convert to become a CLG.

Associations in Australia are commonly incorporated either as an incorporated association under the various state and territory Associations Incorporation Acts or as a public company limited by guarantee (CLG) under the Commonwealth Corporations Act 2001. When associations are established, the initial volunteers may simply choose a legal structure based on the location of a key volunteer.

Hypertension Australia

The Board of Hypertension Australia embarked on a growth strategy in 2021. As part of that strategy, a review and update of the organisation’s governance structure was required, as well as a rebrand. “Becoming a CLG elevates our status and supports our expansion plans. As a charity, it also means that we now report only to the ACNC.”

Australian Chicken Meat Federation

ACMF undertook a major restructure involving the amalgamation of the various state Chicken Meat Councils into ACMF, a new constitution and the transfer of ACMF’s incorporation under NSW legislation to become a CLG. “The restructure and transfer of incorporation is a significant milestone for ACMF. Under the new improved structure, we look forward to focusing on pursuing our vision of a prosperous, sustainable and innovative industry.”

Defence Teaming Centre

The South Australian Associations Incorporation Act is designed to regulate small scale not-for-profit organisations. This contrasts with DTC’s growing commercial and industrial significance and geographic scope. Hence, the Board considered that being a CLG under the Corporations Act was the more appropriate legal structure. “The new governance and legal structure not only strengthens our commitment to our mission of scaling Australia’s defence industry sector but also provides a robust foundation for future growth and enhanced governance.”

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