How to incorporate an unincorporated association?

The reasons for wanting to incorporate an unincorporated association are most commonly because unincorporated associations give personal liability to the officers and are not able to contract in their own names. Secondly some organisations refuse to deal with unincorporated associations.

Steps to undertake:

1. Establish a new limited company (called NewCo), or establish an LLP if preferred

2. Hold a board meeting of NewCo and pass a resolution of the directors of NewCo to absorb the assets of the unincorporated association (document needed: brief set of board minutes)

3. Meeting of the officers or trustees or committee of the unincorporated association to resolve to transfer the assets of the unincorporated association to NewCo (document needed: brief set of minutes)

4. Set up bank account for NewCo

5. Transfer assets (e.g. cash?) from the unincorporated association to NewCo

6. Cease any trading activity of the unincorporated association