The Incorporation Process

The following factsheet gives you some guidance on the process of incorporation. Sections include:

• Name of Association
• Applying for Registration
• Objects and Purposes
• Constitution or Rules of Association
• Model Rules
• Amending the Constitution

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Name of Association

Incorporating an association under the Associations Incorporation Act 1991 involves initially reserving an association name. If the name is available, the ACT Office of Regulatory Services will confirm its availability and reserve the name for your organisation for a period of four months.

A proposed name may be refused if the Office considers it undesirable for some reason (e.g. it incites racial hatred or is obscene), or because it is the same as, or too closely resembles, the name of another association.

Applying for Registration

At least five founding members are required to form an association, each of whom must be at least 18 years of age. The application is made to the Office of Regulatory Services using a standard form and payment of a prescribed fee. The application must indicate the following matters:

• names and addresses of all inaugural committee members;
• name and address of the inaugural public officer;
• the association's intended objects and purposes;
• whether the name has been previously reserved;
• whether or not the Model Rules are to apply to the association (see below);
• whether the association intends to operate a registered office; and
• whether any deeds or trusts apply to the association.

If incorporating a company limited by guarantee, a similar application process to the above procedure is conducted by the Australian Securities & Investment Commission (ASIC).

Objects and Purposes

All incorporated associations are required to adopt a set of objects and purposes, which are to be set out in the application for incorporation. The objects and purposes are intended to set out a brief indication of the reasons for existence, and the general functions and activities, of the association, including the manner in which it is proposed these objects will be achieved.

The objects and purposes should be broadly consistent with the name of the association and must not include objects considered to be unlawful.

It is not a requirement under the Corporations Act 2001 for a company limited by guarantee to have a stated object or purpose in its constitution.

Constitution or Rules of Association

The association or company must have a set of rules. The rules set out the legal basis on which the association operates. This set of rules may also be referred to as the association's or the company's "constitution".

Once incorporated, an association's rules must comply with all the requirements prescribed by the Association Incorporation Act 1991. Similarly, a company's constitution must comply with the requirements of the Corporations Act 2001.

One of the most important of these rules is an express power of amendment which allows existing rules to be amended and new rules to be added. The provisions set out the procedures to be followed in order to make such amendments.

For both associations and companies, there are a number of statutory provisions to consider. The matters listed in the Acts are the minimum required to be dealt with in the rules of incorporated associations. The association may include in its rules any other matters relevant to the achievement of the association's objects and purposes. However, if the rules include a rule that is inconsistent with the Act, or with another rule in force in the Territory, then that rule is of no effect.

Model Rules

A generic constitution (the Model Rules) can be found in the regulations that accompany the Associations Incorporation Act 1991. These are a basic set of rules which may be adopted as a whole or in part by individual associations when the members do not wish to draft their own rules. The model rules also operate automatically to fill any gaps in the rules of an incorporated association unless they are expressly excluded.

For companies incorporated under the Corporations Act 2001 the Act includes a series of "replaceable rules", each of which is automatically implied into a company's constitution. The replaceable rules deal with many of the same matters as those set out in the Model Rules for incorporated associations.

Amending the Constitution

If an association wishes to alter its constitution, rules, objects and purposes, or its name, the alteration must be made by special resolution as provided in the Associations Incorporation Act 1991. Notice of any alterations must be lodged with the Registrar-General and any alteration or amendment will be ineffective until a notice is lodged.

Under general law, a principle has been accepted by the courts that an incorporated association cannot alter its rules for the purpose of excluding or expelling a member.

Similar arrangements for altering the constitution of an incorporated company also exist in the Corporations Act 2001.


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