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Closing down your incorporated association

There are several ways an incorporation might cease operating—you might choose to close, be closed down by the Office of Fair Trading (OFT) or go bankrupt.

Choosing to close

You must call a general meeting to close down an incorporated association. You can only do this as long as your association is still solvent.

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

  • close down
  • 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 receive your assets
  • obey your association’s rules.

You then have the option to apply for voluntary cancellation rather than go through a formal winding up process.

You can apply for us to cancel the incorporated association, provided your association:

  • has no outstanding debts
  • has paid all fees and penalties applying to it under the Associations Incorporation Act 1981
  • is not party to any legal proceedings.

Your association then has 1 month to fill out and lodge the closure form (PDF, 135KB) and give us:

  • a copy of the special resolution to close, signed by 2 office bearers
  • copies of the receipts for your surplus assets
  • your original certificate of incorporation
  • your final financial statement.

Being closed by us

We can 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.

Going bankrupt

If your association can’t pay its debts, you can appoint a voluntary administrator internally to help manage your financial affairs or to place the association into voluntary administration, as an alternative to liquidation.

A creditor may also apply to the Supreme Court to close your association down. If the court orders that your association close down, you will usually need to appoint a liquidator and cover the liquidator’s costs.