Closing down your incorporated association

There are several ways an incorporated association might close down under the Associations Incorporation Act 1981. You might:

• choose to close and apply for cancellation
• be cancelled by the Office of Fair Trading (OFT)
• enter voluntary administration and wind up
• be ordered by the Supreme Court to be wound up.

Choosing to close and applying for cancellation

An incorporated association can decide to close down. To close, you need to pass special resolutions at a general meeting and apply for cancellation with OFT. You can only do this if your association:

• is solvent, with no outstanding debts or liabilities
• has paid all fees and penalties that apply to it under the Act
• is not party to any legal proceedings.

At the general meeting, you must pass 2 separate special resolutions to:

• apply for cancellation
• decide how to distribute any remaining surplus assets.

When distributing your surplus assets, you must:

• pay your liabilities first
• get receipts from any organisation that receives your assets
• obey your association’s rules.

Applying for cancellation

After passing the special resolutions, your association has 1 month to apply for cancellation. Your association's incorporation isn't cancelled until OFT decides your application.

You can apply to cancel your association online.

Otherwise, you can complete the application for cancellation of an incorporated association (Form 9a) and lodge it:

• by email: Registration.Services@justice.qld.gov.au
• in person—visit one of our locations
• by post
  • Registration Services Unit
    Office of Fair Trading
    GPO Box 3111
    BRISBANE  QLD  4001

Supporting documents

When you apply to cancel your association, you must include:

• copies of the 2 special resolutions
• a statutory declaration—the template for this declaration is in the application form
• receipts for your surplus assets, or documents showing you have no surplus assets—this could include your final financial statement.

You also need to lodge any outstanding annual returns or financial statements.

You may have to provide more documents or information for OFT to decide your application. If you don't provide documents or information when requested, you might not be able to cancel the association through this process.

Being closed by us

OFT might cancel the incorporation of your association if it:

• is doing things outside of its objects (as described in its rules)
• has less than 7 members
• is doing things that would have meant it wouldn’t have been allowed to incorporate in the first place
• fails to lodge financial documents
• has ceased to exist
• is in the public interest to do so.

OFT must notify the secretary or another officer if we intend to cancel an association, so the association has an opportunity to respond.

Cancellation by OFT is used as a last resort.

Voluntary administration and winding up

A voluntary administrator can be appointed by the management committee if your association is struggling financially. The administrator will assess and manage your association's financial affairs. They'll determine if it's possible for your association to keep operating.

If the administrator finds that it's not possible for your association to keep operating, the association will be wound up.

How you wind up depends on whether the association is solvent or insolvent.

If your association is solvent

Your association is solvent if you have property that needs to be distributed when you wind up.

If the association is under voluntary administration, the administrator might apply to OFT for voluntary cancellation (under section 92A).

The association may also decide to appoint a liquidator to wind up voluntarily. You can do this by passing a special resolution under section 90.

If your association is insolvent

Your association is insolvent if the association can't pay its debts. You should seek legal or accounting advice as soon as possible if you believe the association is insolvent or likely to become insolvent.

The administrator is responsible for investigating the association's affairs and might place your association into liquidation if it's insolvent. The association's creditors are involved with determining the outcome.

Management committee members have a duty to prevent insolvent trading and may be held responsible for breaches, including by civil penalties (by OFT) or in civil proceedings.

Winding up by the Supreme Court

Certain people can apply to the Supreme Court to order the winding up of the association. They are:

• the association
• members of the association
• OFT
• a creditor, if your association can't pay its debts.

You should seek legal advice as soon as possible if an application is made to the Supreme Court to wind up the association or if the association receives a statutory demand from creditors.