Cancel, wind up or amalgamate an incorporated association

Overview

An incorporated association may choose to cancel or wind up for many reasons, such as:

• lack of members
• loss of interest
• fulfilment of its purposes.

Cancelling or winding up helps you to distribute your association’s assets lawfully.

Unless we cancel its incorporation, an association remains legally in existence even after it stops operating.

Voluntary cancellation

Voluntary cancellation is a way of ending an incorporated association without having to go through the formal winding up process. An association can only apply for cancellation if it:

• has gross assets of less than $50,000
• has no outstanding debts or liabilities
• has paid all relevant fees and penalties
• is not involved in any legal proceedings.

You can make an application for voluntary cancellation as:

• an incorporated association that has passed a special resolution seeking cancellation
• a member or former member (if the association is no longer operating)
• a statutory manager appointed under the Associations Incorporation Reform Act 2012
• an administrator of the association (if the association is under voluntary administration).

The association must then lodge with us:

• an Application for cancellation of incorporation (Word, 127KB) confirming the above information
• any outstanding annual statements and the lodgement fee for each
• a copy of the full set of meeting minutes (if you passed a special resolution about distribution of assets)
• proof of distribution of assets.

Voluntary winding up

If an association has assets of more than $50,000, it must wind up by following the rules in the Commonwealth Corporations Act 2001.

The members of an association can start the winding up. The process involves:

• passing a special resolution to approve the association being wound up
• appointing a liquidator to manage the liquidation of the association's assets
• ceasing or selling its operations
• payment of its debts (if any), and
• distribution of surplus assets (if any).

An association can choose to wind up even if it has assets less than $10,000, but it must appoint a liquidator. If the association chooses to cancel its incorporation rather than wind up, it does not have to appoint a liquidator.

Appointing a liquidator

As part of winding up, an association must appoint a registered liquidator to manage the distribution of assets. The Australian Securities and Investments Commission (ASIC) registers liquidators. To find a liquidator, visit the ASIC Connect website.

The liquidator must lodge the following forms with us, these are available on the ASIC website:

Generally, an association cannot distribute surplus assets to its members. The only exceptions to this include:

• associations with rules approved before 8 April 2009 that allow such distribution
• special circumstances detailed in the Associations Incorporation Reform Act 2012.

Amalgamate

If you want to merge or amalgamate two or more incorporated associations you must take the following steps:

1. Each association must be up to date with their annual statements. We cannot process an application to amalgamate if there are any outstanding annual statements. 
2. Each association must pass a special resolution and approve the:
   • terms of the amalgamation
   • rules and statement of purposes of the proposed amalgamated association.
3. If you wish to amalgamate into one legal entity,  the secretary of the new association must lodge an Application to amalgamate incorporated associations (Word, 360KB).
4. You must also provide a 'Notice of special resolution approving amalgamation of incorporated associations', completed by the secretary of each amalgamating association. This notice is in the Application to amalgamate incorporated associations form.
5. You must lodge all documents in one envelope with the relevant fee. All cheques must be made payable to Consumer Affairs Victoria. We will only issue receipts on request.

Process once we accept an application

After accepting an application for amalgamation, we will:

• issue a certificate of incorporation for the amalgamated association
• cancel the incorporation of the individual associations.

Upon amalgamation:

• property belonging to each association becomes the property of the amalgamated association 
• the amalgamated association becomes responsible for debts or liabilities belonging to each association.

Process for Registrar’s notices of pending cancellation of an incorporated association

An incorporated association may have its registration cancelled:

• if it is not operating
• voluntarily, or
• by Certificate of the Registrar.

Before cancelling the registration of an incorporated association, the Registrar is required to give notice of the pending cancellation and publish it online.

If an association is listed in one of the lists on this page, that does not mean that the association has been cancelled. Check the registration status of an association on Search for an incorporated association.

Associations listed for cancellation under Not operating and Voluntary are also listed in the Government Gazette. To access a copy, visit the Victoria Government Gazette website.

Not operating

If we think an association is not operating, we send a request for you to explain why we shouldn't cancel it.

• For a list of these associations, see Pending cancellations of incorporated associations (Word, 4.4MB).

Voluntary

Associations may apply for voluntary cancellation.

• For a list of these associations, see Pending voluntary cancellations of incorporated associations (Word, 2.7MB).

Certificate of Registrar

We will issue a notice if there are grounds under the Associations Incorporation Reform Act 2012 to wind up the association on the Registrar's certificate.

For a list of these associations, download Certificates of Registrar (Word, 91KB).