<br><font size=2 face="sans-serif">Tim,</font>
<br>
<br><font size=2 face="sans-serif">IMO:</font>
<br>
<br><font size=2 face="sans-serif">I agree that we need Professional advice.
This is not something to be taken lightly.</font>
<br>
<br><font size=2 face="sans-serif">As a director of a small company (that
is currently not trading) I understand that Limited Liability protections
under law can be easily eroded or removed by such things as Director's
Guarantees given to banks, contracts signed etc.</font>
<br>
<br>
<br><font size=2 face="sans-serif">Bruce</font>
<br><font size=2 face="sans-serif"><br>
</font>
<br>
<br>
<br>
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<td width=40%><font size=1 face="sans-serif"><b>Tim Bowden <tim.bowden@westnet.com.au></b>
</font>
<br><font size=1 face="sans-serif">Sent by: australia-bounces@lists.osgeo.org</font>
<p><font size=1 face="sans-serif">20/07/2007 02:02 PM</font>
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<div align=right><font size=1 face="sans-serif">To</font></div>
<td><font size=1 face="sans-serif">Aust OSGeo <Australia@lists.osgeo.org></font>
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<td>
<div align=right><font size=1 face="sans-serif">cc</font></div>
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<td>
<div align=right><font size=1 face="sans-serif">Subject</font></div>
<td><font size=1 face="sans-serif">[Australia] [Fwd: Re: [Linux-aus] Incorporating
an open source geospatial organisation]</font></table>
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<td></table>
<br></table>
<br>
<br>
<br><font size=2><tt>Interesting observation on the incorporation issue
from the LA list.<br>
*Groan*, not such good news.<br>
<br>
It would seem that if an organisation doesn't actually conduct any<br>
activities outside its state of incorporation, then they are fine. If<br>
they do, then national coverage via ASIC company registration is the go.<br>
Still need to get authoritative advice though.<br>
<br>
Tim<br>
<br>
-------- Forwarded Message --------<br>
From: Del <del@babel.com.au><br>
To: linux-aus@lists.linux.org.au<br>
Subject: Re: [Linux-aus] Incorporating an open source geospatial<br>
organisation<br>
Date: Tue, 17 Jul 2007 09:47:53 +1000<br>
<br>
> acs is incorporated in the ACT only and is a national organisation.
the <br>
> only requirement is that the public officer must live in the state
in <br>
> which the association is incorporate, so our Public Officer is a canberran.<br>
> <br>
> Similarly Electronic Frontiers Australia is incorporated in SA and
I am <br>
> the public officer and this too is a national organisation.<br>
> <br>
> I dont know the whys and the wherefors of company limited by guarantee
<br>
> vs incorporated association, perhaps its in the protections afforded
to <br>
> directors although i've never felt threatened as a director of either
<br>
> organisation, but perhaps that's the old 'ignorance is bliss' :)<br>
<br>
Both will provide a limited amount of protection for both directors and<br>
members with regards to the liabilities of the company / association (e.g.<br>
if a company limited by guarantee goes bankrupt, the members can't be<br>
held responsible for the debts of the company), however in the case of<br>
an incorporated association that protection only applies to those officers<br>
or directors who live in the state in which the association is incorporated.<br>
That is unless the association purchases additional directors' liability<br>
insurance. Even then there is a doubt as to whether your insurance
would<br>
cover out-of-state activities (check the fine print).<br>
<br>
> From a cost perspective, its $120-ish vs $1000-ish.<br>
<br>
$120 is the cost of incorporating an association in the ACT. If you
wanted<br>
to do it in every state it would cost more than that, e.g. approx $500
in<br>
NSW (and you require audited books, etc). SA and ACT are the cheapest<br>
jurisdictions to incorporate in. If you wanted to incorporate an
association<br>
in every state it costs a fair bit more both in money and time/paperwork<br>
than doing it once nationally as a company limited by guarantee. Plus
you<br>
have one piece of national legislation to comply with rather than 7 pieces<br>
of state legislation. Are you a "prescribed association"
in SA? What about<br>
in NSW? Does auditing the accounts of an association incorporated
in QLD<br>
by an accountant resident in VIC allow you to submit those accounts in
WA?<br>
Or do you need 7 separate books of account, each audited state by state?<br>
<br>
The SCA was incorporated as an association in SA. They found that
despite<br>
having $10m public liability insurance they couldn't hire halls from the
city<br>
of Brisbane because the QLD government wouldn't recognise the validity
of<br>
our insurance in QLD unless we were incorporated there. That was
pretty<br>
much the nail in the coffin for the incorporated association route, and
they<br>
ended up reforming as a company limited by guarantee.<br>
<br>
</ban state governments><br>
<br>
<br>
_______________________________________________<br>
Australia mailing list<br>
Australia@lists.osgeo.org<br>
http://lists.osgeo.org/mailman/listinfo/australia<br>
</tt></font>
<br>
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