What Is the Annual Return, and When Is It Due?

The annual return is how the register stays current and how the Registrar knows an association is still alive. Under the 2023 Act it is also the trigger for the harshest administrative sanction in the Act.

The allocated month

Each association is allocated a month for its return. The Associations Incorporation Act 2023 says so expressly for overseas associations in section 125, which requires the Registrar to allocate a month on registration and allows it to be altered by written notice, and section 77 assumes the same for local associations. The month will normally be shown on the certificate or the register entry. The return must be dated as at a day within that month (section 77(2)), so it cannot be prepared and signed months in advance.

Contents and fee

The Act does not itself list the contents; the form is prescribed by regulation, and under the draft Regulation it is an online data-entry form approved by the Registrar (regulation 4(1)). It will confirm the association’s name and number, category, registered office and postal address, committee members and public officer, and, as with company returns, that the register information is correct as at the return date; section 124(1)(b) says as much for overseas associations. The return must be accompanied by the prescribed fee (section 77(2)). Section 77(7) lets the Registrar amend the register to match the registered office or postal address stated in the return if it differs from the register, so the return is also a way of correcting those addresses.

Financial statements filed with the return

Section 77(3) provides that where an association is required by section 78 to prepare financial statements, “a copy of those financial statements must be filed with the annual return”. That covers every association that received a government grant, or whose gross revenue or public donations exceeded the regulation thresholds. Once filed, the statements are on the register and open to public inspection under section 149, unless the Registrar has declared under section 77(6) that information submitted under the section does not form part of the register. Associations below the thresholds file the return alone. See financial statements.

Exemptions and approvals

No annual return is required “in the calendar year of its incorporation” (section 77(4)), nor in the year of re-registration (section 169(4)). The Registrar may approve a different form of return for a particular association and revoke the approval (section 77(5)), a facility intended for federations and bodies with unusual structures. The Registrar may extend the time for filing in special circumstances under section 159, but the extension must be sought before removal takes effect.

Penalties

Where the committee fails to comply with section 77(1) or (3), every committee member commits an offence punishable by a fine of up to K5,000 or three months’ imprisonment (section 77(8)). A late return also attracts a late filing fee under the regulations (section 161(1)(d)). But the sanction that bites is administrative.

Removal from the register after six months

Section 108(a) provides that the Registrar must remove an association from the register if it “fails to file its annual return within the period of six months after the month allocated for filing the annual return”. No public notice is required for this ground (section 110(2)) and no person may object to it (section 111(1)). An association allocated March that has not filed by the end of September is struck off, its property vests in the Registrar under section 113, and it ceases to exist as a legal person. Restoration is available under section 115 on application within two years, with all outstanding returns and fees, and thereafter only by order of the National Court under section 116. See removal and restoration.

Overseas associations

A registered overseas association files an annual return in its allocated month under section 124, confirming the register information is correct, signed on its behalf and with the fee; none is due in the year of registration; and removal follows six months’ default under section 131, with restoration on application within two years.