M1: Learner Manual

3.3. Corporations and their function

Corporations are legal entities separate from the members, shareholders, managers and/or employees who establish and/or own the organisation. As a legal entity, a corporation may legally do things in its own name such as own land, sign a lease and enter into agreements.

There are benefits of an organisation becoming a corporation. Committee members are protected against the debts and liabilities of the organisation. As a corporation, organisations gain leverage to attract funding.

There are a few different models under which an organisation can become incorporated. Many Aboriginal and Torres Strait Islander organisations become incorporated under Acts such as:

·       Corporations (Aboriginal and/ or Torres Strait Islander) Act 2006 (Cth) (regulated by the Office of the Registrar of Indigenous Corporations (ORIC))

·       The Co-operatives (Adoption of National Law) Act 2012 (NSW)

·       Associations Incorporations Act 1984.

It is up to the organisation to choose which structure to adopt as each model comes with different requirements, responsibilities and benefits.

Although Board members are not expected to understand every detail of the legislation they need to be aware of the responsibilities under those Acts. The legislation is publicly available and may need to be referred to from time to time, especially if there are any amendments.

Each State and Territory also has laws for incorporation of non-profit organisations, known as co-operatives or associations.  Aboriginal and Torres Strait Islander organisations can incorporate under laws such as:

·       The Co-operatives (Adoption of National Law) Act 2012 (NSW)

·       Co-operatives National Law Application Act 2013 (VIC)

·       Co-operatives National Law (Tasmania) Act 2015

·       Co-operatives National Law (South Australia) Act 2013

·       Queensland (QLD) Associations Incorporation Act 1981

·       Northern Territory (NT) Associations Act

·       Western Australian Companies (Co-operative) Act (1943).

Each State or Territory has its own regulator that oversees each of these incorporated bodies.

·       Visit the relevant website for each State/Territory for information about incorporating an association.

State/ Territory	Authority	Web Address
Australian Capital Territory	Access Canberra	https://www.accesscanberra.act.gov.au/business-and-work/associations-co-ops-and-charities
New South Wales	Office of Fair Trading	https://www.fairtrading.nsw.gov.au/associations-and-co-operatives
Northern Territory	Consumer and Business Affairs	https://nt.gov.au/industry/licences/incorporated-associations
Queensland	Office of Fair Trading	https://www.qld.gov.au/law/laws-regulated-industries-and-accountability/queensland-laws-and-regulations/associations-charities-and-non-for-profits/incorporated-associations
South Australia	Consumer and Business Services	www.cbs.sa.gov.au/
Tasmania	Office of Consumer Affairs & Fair Trading	https://www.cbos.tas.gov.au/topics/clubs-fundraising/incorporated-associations
Victoria	Consumer Affairs	www.consumer.vic.gov.au
Western Australia	Consumer and Employment Protection	https://www.commerce.wa.gov.au/books/inc-guide-incorporated-associations-western-australia