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Ending an organisation

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Ending an organisation can be required for many reasons, but usually because an organisation:

  • no longer wants to pursue its objectives
  • no longer has enough members, funding or committed individuals, or
  • has made a decision to end.

Ending an organisation is different to merging or amalgamating with another association (where two or more organisations combine), although sometimes it may be necessary to bring an organisation to an end after a merger or amalgamation is complete. For detail on amalgamation, go to the Not-for-profit Law page on amalgamation.

There are different steps for ending an organisation, depending on the legal structure of your group. Not-for-profit Law has information about:

  • ending an incorporated association, and
  • ending a company limited by guarantee.

Beware

Ending an organisation can be a highly technical process, especially for larger organisations or those with many contracts, clients or members. The information that Justice Connect has produced is intended to provide a general summary of the options open to an organisation and what is involved in each of those options.  It should not be relied on as a complete guide to undertaking a winding up or any of the other options discussed. Your organisation may need to seek specific legal advice. 

Ending an organisation - FAQs 

There are different steps for ending an organisation, depending on the legal structure of your group (ie. whether you are an incorporated association or company limited by guarantee), the manner in which the end of the organisation is coming to an end (voluntarily or compulsorily), its size and its location. 

The following fact sheet answers some commonly asked questions, including:

  • What do we have to do with surplus assets?
  • Can we wind up some parts of our organisation, and not others?
  • If we are a registered charity, what do we need to do?
  • How do people know our organisation has ended?
  • If we are wound up, can we start up again later?
  • Does having DGR status make a difference to the process?

Ending a Company Limited by Guarantee

Under the Corporations Act, companies limited by guarantee can be ended in two ways:

  • voluntarily - when the members of the organisation make a decision to end the company, or
  • compulsorily - when a court orders that the organisation must end.

For general information about the process involved in voluntary winding up of a company limited by guarantee, read the fact sheet below:

The following fact sheet provides information about compulsory winding up, including:

  • when an organisation can be compulsorily wound up
  • winding up in insolvency and winding up on other grounds, and
  • what happens if a court makes a winding up order.

Voluntary deregistration

On many occasions, the ending of an incorporated association will be done by the consent of the members and committee. Often, this will be the case where an organisation has been set up for a particular cause (eg, a group set up to oppose a planning development), and that cause is no longer relevant. Alternatively, a group may wish to simply end its association as it no longer wishes to pursue its objectives as an organisation.

The Associations Incorporation Reform Act 2012 (Vic) provides for 2 ways to voluntarily end an incorporated association:

  • voluntary cancelation, and
  • voluntary winding up.

The method you use will primarily depend on the size and status of your organisation. in general, cancellation is a much simpler and cheaper process of ending and organisation, however is only available as a option when an organisation has few assets. Read the fact sheet below to find out more:

Compulsory deregistration

In some occasions, an association will be wound up or canceled without the consent of its members. The Associations Incorporation Reform Act 2012 (Vic) allows an organisation to be ended either by Consumer Affairs Victoria, or by a Court in certain circumstances.

The circumstances in which compulsory deregistration may occur vary significantly. Common circumstances include the association is no longer able to operate, where the it has repeatedly failed to meet its compliance and reporting obligations, or where there has been serious misconduct by the association. The following fact sheet contains information regarding:

  • when your organisation can be compulsorily wound up
  • winding up in insolvency and winding up on other grounds, and
  • what happens if a court makes a winding up order.

Voluntary deregistration

On many occasions, the ending of an incorporated association will be done by the consent of the members and committee. Often, this will be the case where an organisation has been set up for a particular cause (eg, a group set up to oppose a planning development), and that cause is no longer relevant. Alternatively, a group may wish to simply end its association as it no longer wishes to pursue its objectives as an organisation.

The Associations Incorporation Act 2009 (NSW) provides for 2 ways to voluntarily end an incorporated association:

  • voluntary cancelation, and
  • voluntary winding up.

The method you use will primarily depend on the size and status of your organisation. in general, cancellation is a much simpler and cheaper process of ending and organisation, however is only available as a option when an organisation has few assets. Read the fact sheet below to find out more:

Compulsory deregistration

In some situations, an association will be wound up or canceled without the consent of its members. The Associations Incorporation Act 2009 (NSW) allows an organisation to be ended either by the Director-General, or by the Courts in certain circumstances.

The circumstances in which compulsory deregistration may occur vary significantly, however generally  compulsory deregistration relates to a situation where the association is no longer able to operate, where it has repeatedly failed to meet its compliance and reporting obligations, or where there has been serious misconduct by the association. The following fact sheet contains information regarding:

  • when your organisation can be compulsorily wound up
  • winding up in insolvency and winding up on other grounds, and
  • what happens if a court makes a winding up order.

NSW Fair Trading

Information provided by NSW Fair Trading, the organisation responsible for regulating Incorporated Associations.

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