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An unincorporated association is a collective of people with common goals who have chosen to formalise their relationship, but without incorporating as a company or similar legal entity.
A further requirement is that the members are not associated together for profit. This distinguishes an unincorporated association from a partnership.
An unincorporated association emerges from contract, and without a relationship of contract there can be no association - so a group of friends are not an unincorporated association, no matter how often they meet.
An unincorporated association can be thought of as an institution: the members usually intend that the association should have some permanence and recognition by outsiders as an entity separate from themselves as individuals.
The range of possible unincorporated associations is nearly limitless, but typical examples are:
- An amateur football team who agree to hire a pitch once a week and split the cost.
- Residents of a street who agree to pay into a collective fund for street sweeping, etc.
- A co-operative.
- A trade union.
- A professional association.
This article focuses on unincorporated associations in common law jurisdictions, such as the United Kingdom, Canada and New Zealand. From a legal point of view, the most significant feature of an association is exactly that they are unincorporated: i.e., they lack legal personality. This is in contrast to some civil law jurisdictions, which confer legal personality on associations once they are suitably registered.[1]
Unincorporated associations are cheap and easy to form, requiring a bare minimum of formalities to bring them into existence. (Indeed, the common law on contracts means they can even be formed without their members realising it.) They are also extremely flexible, with examples of tiny associations of just a few people, and national organisations with thousands of members.
- ^ "Déclaration initiale d'une association" [Declaration of association]. Service-Public.fr, "Le site officiel de l'administration Française" (in French). Direction de l'information légale et administrative (France, Directorate of legal and administrative information).
Pour pouvoir conclure un contrat, agir en justice, recevoir une subvention notamment, les fondateurs d'une association doivent effectuer une déclaration au greffe des associations ... L'association acquiert ainsi la personnalité morale ... et la capacité juridique.
[In order to enter into contracts, to sue or be sued, receive a grant, etc, the first members of an association must make a declaration to the registrar of associations ... The association thereby acquires legal personality and legal capacity.]