Not-for-profit Law
Legal help for community organisations

Amalgamation and Mergers

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What is the purpose of an amalgamation or merger?

Sometimes not-for-profit organisations want to formally join together. This may be for a number of reasons – for example, the organisations would be more sustainable and efficient if joined together, or for ease of securing government funding.

Two or more organisations can formally join together or merge in a variety of different ways. We have set these out in further detail below.

You can also find further information in our guide to working with other organisations

What is an amalgamation?

Amalgamation is a process which can be used by two or more incorporated associations (based in the same state or territory) to combine together to create a single incorporated association.

The benefit of an amalgamation process is that certain steps usually involved in a merger happen automatically, which makes the process of joining the organisations together easier and less expensive. The amalgamation process is available to incorporated associations in all jurisdictions in Australia except for the Northern Territory, where a statutory transfer process can be used instead.  

Where available, the amalgamation process is set out in the incorporated association’s applicable legislation in each state and territory. When individual incorporated associations amalgamate, they form a new incorporated association, and the relevant state regulator will cancel the incorporation of the individual associations without needing to wind them up in accordance with the Corporations Act 2001 (Cth).

What is a merger?

If an amalgamation is not available for your organisation, a merger process can be used. Unlike amalgamations, a merger is not based on a legislative process and is largely customisable.
A merger involves an agreement between two or more organisations to form a single organisation. A merger can take place in a variety of different ways depending on the preferences and structures of the organisations involved, including when:
  • one or more organisations becomes part of another, or
  • two or more organisations merge to create a new organisation

Mergers can be complex. It is therefore important that organisations seek independent legal advice before they decide to merge and to assist them through the merger process.

Planning and due diligence

Before embarking on an amalgamation or merger, organisations typically:
  • conduct ‘due diligence’ on each other
  • have a thorough understanding of the organisation or organisations they are thinking about combining with, and
  • check whether there are any problems or issues that should be addressed before the undertaking the amalgamation or merger

Due diligence gives organisations the opportunity to make an informed decision about whether an amalgamation or merger is in their best interests. It involves each organisation investigating one another by requesting certain information from one another (including corporate, financial, contractual and insurance documents, to name a few), then reviewing and analysing that information, often with the assistance of professionals such as lawyers and accountants. 

Organisations should particularly consider any risks or liabilities that may attach to an organisation as these may be inherited in a merger. For example, risks or liabilities relating to pending litigation or tax debts. 

Don’t know your legal structure?

There are a few steps you can take to find out your organisation’s legal structure. First, if your organisation is a charity, the best place to look is on the ACNC register. Once you have found your organisation’s entry, you can check your rules or constitution which should state the type of legal structure. You can search by name and by ABN or ACN.

If your organisation is not a charity, you should start with the Australian Business Register search. You will need the name and ideally the ABN or ACN of your organisation. If your group is a Company Limited by Guarantee (a federal not-for-profit structure) this will be indicated in the entry as Australian Public Company. If your group is a state-based not-for-profit structure such as an incorporated association or a co-operative, it is likely that the ABR will list it as 'Other Incorporated Entity'. You will then need to search your state or territory regulator of not-for-profits to confirm your structure.

The information sheet below summarises the amalgamation process under the Associations Incorporation Reform Act 2012 (Vic).

It covers:

  • what is amalgamation?
  • what is the effect of amalgamation?
  • what are some of the key issues to consider before amalgamating?
  • what are some of the potential advantages and disadvantages of amalgamation?
  • what is the amalgamation process?
  • what does your organisation need to do after amalgamating?

Consumer Affairs Victoria (CAV) resources

The information sheet below summarises the amalgamation process under the Associations Incorporation Act  2009 (NSW).

It covers:

  • what is amalgamation?
  • what is the effect of amalgamation?
  • what are some of the key issues to consider before amalgamating?
  • what are some of the potential advantages and disadvantages of amalgamation?
  • what is the amalgamation process?
  • what does your organisation need to do after amalgamating?

Fair Trading NSW resources

The fact sheet below summarises the amalgamation process under the Associations Incorporation Act 1981 (Qld).

It covers:

  • what is amalgamation?
  • what is the effect of amalgamation?
  • what are some of the key issues to consider before amalgamating?
  • what are some of the potential advantages and disadvantages of amalgamation?
  • what is the amalgamation process?
  • what does your organisation need to do after amalgamating?

Fair Trading Queensland resources

Visit the Queensland Fair Trading website for relevant forms, fees and further information about amalgamation.

The fact sheet below summarises the amalgamation process under the Associations Incorporation Act 1985 (SA).

It covers:

  • what is amalgamation?
  • what is the effect of amalgamation?
  • what are some of the key issues to consider before amalgamating?
  • what are some of the potential advantages and disadvantages of amalgamation?
  • what is the amalgamation process?
  • what does your organisation need to do after amalgamating?

Consumer and Business Services (CBS) resources

Visit the Consumer and Business Services website for relevant forms, fees and further information about amalgamation.

Unlike other jurisdictions, there is no formal statutory amalgamation process available in the Northern Territory that allows two or more incorporated associations to join together to form a new association.

Instead, there are different merger options available in the Northern Territory and each option should always be tailored to the specific organisations involved.

This fact sheet below describes only one of these merger options, which is the statutory transfer process under the Associations Act 2003 (NT) and the Associations Regulations 2004 (NT).

The fact sheet covers:

  • what is a merger by statutory transfer of property?
  • what is the effect of a merger by statutory transfer of property?
  • what are some of the key issues to consider before a merger by statutory transfer of property?
  • what are some of the potential advantages and disadvantages of a merger by statutory transfer of property?
  • what is the merger by statutory transfer of property process?
  • what does your organisation need to do after a merger by statutory transfer of property?

Licensing NT resources

Visit the Licensing NT website for information for incorporated associations generally and specifically relating to property transfer, as well as relevant forms.

The fact sheet below summarises the amalgamation process under the Associations Incorporation Act 1991 (ACT).

It covers:

  • what is amalgamation?
  • what is the effect of amalgamation?
  • what are some of the key issues to consider before amalgamating?
  • what are some of the potential advantages and disadvantages of amalgamation?
  • what is the amalgamation process?
  • what does your organisation need to do after amalgamating?

Access Canberra resources

Visit the Access Canberra website for relevant forms, fees and further information about amalgamation and incorporation.

The fact sheet below summarises the amalgamation process under the Associations Incorporation Act 1964 (Tas).

It covers:

  • what is amalgamation?
  • what is the effect of amalgamation?
  • what are some of the key issues to consider before amalgamating?
  • what are some of the potential advantages and disadvantages of amalgamation?
  • what is the amalgamation process?
  • what does your organisation need to do after amalgamating?

Tasmanian Office of Consumer Affairs and Fair Trading resources

Visit the Tasmanian Office of Consumer Affairs and Fair Trading (CBOS) website for relevant forms, fees and further information about amalgamation.

Make an enquiry

Our lawyers are experts in amalgamations and mergers involving not-for-profits. Your organisation may be eligible for our free legal advice service. To find out, please complete the online enquiry form below. Using the online form is the quickest and easiest way for us to deal with your enquiry and means that we can respond to you sooner (usually within 48 business hours) and let you know how we might be able to assist. Find out more information about eligibility on our Legal Advice page

Last Updated: 05 October 2021

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