You’ve decided to start a corporation under the Corporations (Aboriginal and Torres Strait Islander) Act 2006 (CATSI Act), but where do you begin? Below is an account of the process, with tools to help you at each step. Some of the steps may overlap e.g. identifying members and deciding membership rules.
- Step 1: Identify your members
- Step 2: Create a rule book
- Step 3: Meet the pre-incorporation requirement
- Step 4: Consider any exemptions you may need
- Step 5: Lodge your application
- What happens next?
- Pre-incorporation workshops
Step 1: Identify your members
Members are the foundation of your corporation. You will need to create a register of members, and provide a list of members (a copy of your register) to ORIC at the point of registration and (at least) once a year.
The CATSI Act sets basic requirements for membership but you need to decide the eligibility rules for becoming a member of your corporation and put these in your rule book. The three CATSI Act requirements are:
- All members must be at least 15 years old.
- Most members must be Aboriginal or Torres Strait Islander.
- By default, you must have at least five members. If you wish to have fewer than five (for example, a sole trader), you can apply for an exemption from that requirement.
Membership is not automatic for anyone, you will need each person's consent in writing to being a member—usually this is in the membership application form. The corporation must keep a copy of this consent.
Tools:
- Template—registers of members and former members on separate sheets (so you can easily upload a members list to online.oric.gov.au) or combined in a single sheet
- Template—membership application form—corporations need to keep members' applications but ORIC does not require a copy
See also the following fact sheets:
- Becoming a corporation member—also talks about the process for cancelling a membership
- Members' rights
- Registers of members and former members
- Meetings for members
This issue of the ORIC Oracle newsletter is also relevant:
- Managing your membership (February 2018)
Step 2: Create a rule book
Under the CATSI Act, corporations must have a rule book agreed to by the members, which says how a corporation operates.
The rule book includes set laws that apply to all corporations and cannot be changed, as well as:
- rules you must complete because they are particular to your corporation
- rules you may replace
- rules you may change
- rules that are recommended because they help provide good governance.
Assistance to draft a rule book:
ORIC can help you draft your rules by reviewing drafts and providing feedback—request assistance through info@oric.gov.au.
ORIC has a rules design workshop (or re-design for existing corporations) that covers rule requirements under the CATSI Act and also provides examples of governance structures. In the workshop ORIC facilitates discussion and decision-making by your group about rules for your corporation. The group's decisions can then be used to draft a rule book. Afterwards, ORIC can help refine the draft rule book. Request a workshop through training@oric.gov.au.
Tools:
- The rule book—condensed (89kb docx)—a straightforward template that works for most corporations
- The rule book—info kit (12.7mb pdf)—a comprehensive template for corporations familiar with the legislation and wanting a very technical set of rules
- Model rule book for RNTBCs (149 kb .docx)
Fact sheets:
Step 3: Show you've met the pre-incorporation requirement
To satisfy the 'pre-incorporation requirement', you will need to provide evidence that at least 75 per cent of people who will become members (the people listed on the application form) have agreed:
- to apply for registration
- to approve the proposed rule book
- that all replaceable rules from the CATSI Act, that aren't covered in the proposed rule book, will also apply to the corporation
- who the directors will be (all directors will need a director ID)
- who the contact person or secretary will be.
Evidence can be either:
- a document signed by the proposed members—detailing the above points, signed and agreed to by 75 per cent of the proposed members
- minutes from a pre-incorporation meeting—including details of the resolution, and a declaration by the chairperson that it was passed by 75 per cent of the votes.
Tools:
Step 4: Consider any exemptions you may need
Consider whether your proposed corporation will have difficulty complying with any requirements of the CATSI Act. You may have found these when you were drafting your rule book. For example, you may want your corporation to have fewer than five members. You can apply to the Registrar for exemption from certain provisions of the CATSI Act. Please note, the Registrar will only grant an exemption if satisfied the rule is inappropriate for your corporation or it imposes an unreasonable burden. There are also limitations on the Registrar's powers to exempt. For details, see the policy statement on exemptions (129kb pdf)
If you wish to be granted an exemption, you will need to attach a completed PDF form to your application.
Tools:
- Form—request an exemption from having a minimum of five members (122kb pdf)
- Form—request an exemption (general) (124kb pdf)
- See all exemption forms
Step 5: Lodge your application
The simplest way to register a corporation is to apply online. You will need the following ready to upload:
- a list of members
- information about your directors and contact person or secretary
- your proposed rule book
- evidence you've met the pre-incorporation requirement
- any requests for an exemption.
ORIC may also require evidence that your proposed corporation will meet the Indigeneity requirement.
If you're unable to apply online, you can apply by sending us the relevant PDF forms below. Please note that if you are transferring an existing entity, or amalgamating 2 or more corporations, you must apply by sending us the relevant PDF forms.
PDF forms:
- Application for registration (general)—for Aboriginal and Torres Strait Islander groups who want to become a corporation under the Corporations (Aboriginal and Torres Strait Islander) Act 2006 (the CATSI Act).
- Application for registration (existing organisation)—for existing Aboriginal and Torres Strait Islander entities who want to transfer their registration to become a corporation under the CATSI Act.
- Application for registration (amalgamated corporation)—for existing Aboriginal and Torres Strait Islander corporations who want to amalgamate into one corporation under the CATSI Act. Note that before we can register an amalgamated corporation, the applicant must submit and publish a notice of intention to apply for registration of an amalgamated corporation. That's to make sure creditors are aware and have an opportunity to object.
- Application for exemption (general)—you can ask the Registrar for an exemption from some rules of the CATSI Act if they don't suit your corporation.
- Application for exemption from having a minimum of five members—for groups of less than five people, such as sole traders or partners, who want to register a corporation.
You can return your form and attachments either by email, fax or post. To email documents, you will need to scan them first.
| Email: | info@oric.gov.au |
| Post: | Office of the Registrar of Indigenous Corporations PO Box 29 Woden ACT 2606 |
What happens next?
Your application will be checked to make sure it is complete and meets the requirements of the CATSI Act. If it is incomplete we will write to the applicant and request the additional information.
Once we receive an application we will:
- check your application and any exemptions are complete
- check the proposed rule book complies with the CATSI Act
- send you a certificate of registration
- send you the approved rule book
- publish details of your corporation on the public Register of Aboriginal and Torres Strait Islander Corporations.
For more information, read about running a corporation or the CATSI Act, or call 1800 622 431.
Pre-incorporation workshops
ORIC offers a pre-incorporation doorway workshop for groups looking to register, and existing entities that want to transfer their registration or amalgamate. The workshop helps the group look at issues that affect a group becoming a legal body. It also gives information on the CATSI Act requirements and processes. To request a workshop email training@oric.gov.au.