[Fwd: [Aust-NZ] Incorporation options]

Fri Nov 9 01:13:39 PST 2007

Tim,

I don't pretend to be an expert on this topic. I just have a basic
understanding having run my own consultancy for a number of years (as a
Pty Ltd company).

One of the main reasons for selecting a Company structure over a
Business structure such as you describe below is that of legal
liability.

With a Company structure you are setting up an organisation that is a
legal entity in its own right.

One of the advantages of this is that Directors of the company can limit
their liability in the event that things go pear shaped. With a business
structure, the proprietors wear the whole lot.

See:   http://www.asic.gov.au/asic/ASIC.NSF/byHeadline/Starting%20a%
20company%20or%20business    section:  Step 1: Decide on your business
structure

While we are attempting to start up this organisation, we will be at
high risk of failure for a number of years. Statistically, most
organisations fail in their first five years of operation. Add to this
the risks associated with trying to run an international conference and
the sniping that open source often faces from those whose businesses are
threatened... etc.

Therefore for me, OSGeo Australia is too risky to run as a Business
entity.

The other reason that I like the company structure (as a non-profit
organisation) is that it has the requirements that business is conducted
openly and above board, as I outlined briefly in my original post.

With regards to New Zealand involvement, do we have any comments from
our brethren across the Tasman?

ASIC have some suggestions at:

http://www.asic.gov.au/asic/asic.nsf/byheadline/Company+searching+and
+registration+in+New+Zealand?openDocument

 How do we get the money to establish this?

I think that we should put our money where our mouths are to show that
we are serious about starting this up. 

We have 21 people on the OSGeo Wiki who have made a commitment to the
world that they wish to support the Australian Chapter of the Open
Source Geospatial Foundation.

I'm prepared to chip in $200 to get this started (as a company). If we
were all do do this we should have sufficient funds to get this going.

We could call these people contributing funds Founding members or
something similar. OSGeo has a good term, though I can't recall what it
is at the moment.

For ongoing funding, we could look at annual subscriptions (similar to
SSI and ACS), sponsorship, selling promotional items etc.

Do I hear any more bids?

Bruce

 ----- 
Tim Bowden
<tim.bowden at westnet.com.au> 
Sent by:
aust-nz-bounces at lists.osgeo.org 

09/11/07 05:01 PM 

                To
Aust-NZ OSGeo
<Aust-NZ at lists.osgeo.org> 
                cc

           Subject
Re: [Aust-NZ]
Incorporation
options

On Tue, 2007-10-30 at 11:46 +1100, Bruce.Bannerman at dpi.vic.gov.au wrote:
> 
> Tim, 
> 
> IMO: 
> 
> 
> I've had a look through some of the options referred to below,
> specifically: 
> 
> http://www.asic.gov.au/asic/asic.nsf/byheadline/Registering
> +not-for-profit+or+charitable+organisations?openDocument 
> 
> 
> I prefer the Company structure over the Incorporated Association,
> mainly due to its more flexible use Australia wide. 

If we become an incorporated association (in any state) then register
with ASIC, we have full rights to conduct business Aust wide.  Is there
anything specific you were worried about here?

> 
> It also has some specific requirements that though potentially costly
> and onerous are appropriate for this type of organisation. Some
> examples are: 

Yes, company registration does have onerous requirements for a small
organisation like ours, and is quite expensive.  Given we are looking to
operate on a shoestring budget, I'm not sure where the money would come
from.  Spending money on statutory type requirements would also limit
our ability to spend money on getting a presence at trade shows, conf's
and the like.  I'm not convinced that's a good trade off.  Are there any
compelling reasons to go for the more expensive company registration
option?

> 
> - Keep a record of all directors' and members' meeting minutes and
> resolutions; 
>         - Appoint a registered company auditor within 1 month of its
> registration; 
>         - Keep proper financial records 
>         - Prepare, have audited and lodge financial statements and
> reports at the end of every financial year; 
>         - Send to its members a copy of its financial statements and
> reports, unless the member has a standing arrangement with the company
> not to receive them; 
>         - Hold an Annual General Meeting once every calendar year
> within 5 months of the end of its financial year;
> 
>        If we were to go with this type of structure, does anyone have
> any ideas how we could fund these ongoing commitments + more (e.g.
> annual fees etc). Setting up the company could cost between $1,000 to
> $5,000 depending on what advice is taken before hand. There are also
> some other costs that I won't discuss on line, but would be
> appropriate as well. 
> 
> 
> Bruce 
> 

At the moment I'm leaning towards incorporation in WA as it's cheap and
has few requirements (specifically, no residency requirements for public
officers or members).  If we then register with ASIC we are then legally
able to conduct business anywhere in the country, which will be an issue
if we win the bid for the Sydney conf.

All this ignores any issues involved with operating in NZ (after all, we
are the Aust-NZ chapter) but until we look at holding public events
there, we probably don't have to worry too much.

It would be good to see this (finally) done and out of the way, so let's
see if we can get consensus on this by the end of next week.

Regards,
Tim

> 
> 
> aust-nz-bounces at lists.osgeo.org wrote on 14/09/2007 10:41:46 AM:
> 
> > All,
> > 
> > I've been looking into incorporation options for the Aust-NZ
> chapter.
> > It seems that we can incorporate in any state where we meet the
> state
> > requirements, then register with ASIC which will enable us to
> operate
> > outside our state of incorporation.
> > 
> > ASIC guidelines can be found here:
> > 
> > http://www.asic.gov.au/asic/asic.nsf/byheadline/Registering
> > +not-for-profit+or+charitable+organisations?openDocument
> > (watch for url wrap)
> > It includes links to all the states requirements.
> > 
> > I've started looking through the legislation for various states, but
> so
> > far haven't got past ACT and WA.  If anyone wants to summarise the
> > requirements for their state, we should then be in a position to
> decide
> > which suits us best.
> > 
> > Summary of requirements of states (so far):
> > 
> > ACT
> > Legislation: http://www.legislation.act.gov.au/a/1991-46/default.asp
> > Guidelines: http://www.rgo.act.gov.au/assn2.shtml
> > 5 members minimum
> > Application for incorporation by ACT resident
> > Initial committee of at least 3 people
> > Public office required and must be resident in ACT
> > Maintain accounts and keep for seven years
> > Accounts must be audited.
> > If assets or expenditure exceed a certain amount ($150,000) or
> > membership >1000 then the auditor must be a chartered accountant
> (this
> > will be an issue for us only in the year we hold a major event such
> as a
> > conf; otherwise it won't affect us).
> > Audited accounts must be lodged yearly.
> > Register of members available to all members.
> > 
> > Costs: Application to Incorporate- $133
> > 
> > WA
> > Legislation:
> > http://www.slp.wa.gov.au/statutes/swans.nsf/DisplayPDF?
> > Openagent&Type=S&ID=D2C45E0D21C9A904482570BC002E763C
> > Guidelines: http://www.docep.wa.gov.au/associations/
> > More than 5 members
> > Intention to apply for incorporation must be advertised between one
> and
> > three months before the application is made.
> > No residency requirements
> > Keep accounts in such a state that they can be audited and presented
> to
> > members at AGM
> > Register of members to be kept with residential or postal address.
> > 
> > Regards,
> > Tim
> > 
> > _______________________________________________
> > Aust-NZ mailing list
> > Aust-NZ at lists.osgeo.org
> > http://lists.osgeo.org/mailman/listinfo/aust-nz
> 
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