Legal Definitions - unincorporated association

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Definition of unincorporated association

An unincorporated association is a group of individuals who come together for a common purpose, such as social, recreational, charitable, or political activities, but have not formally registered as a separate legal entity like a corporation or limited liability company (LLC). Because it lacks this formal legal status, an unincorporated association typically does not have a distinct legal identity apart from its members. This can have implications for how the group can enter into contracts, own property, or incur liabilities, as its members may be personally responsible for the association's debts or actions.

Here are some examples to illustrate this concept:

  • Neighborhood Book Club: Imagine a group of neighbors who meet monthly to discuss books. They might collect a small annual fee from members to buy refreshments or occasionally a shared copy of a book. They operate with informal rules, perhaps a rotating host, but they haven't filed any paperwork with the state to become a formal organization. This group is an unincorporated association because it's a collection of individuals with a common purpose (reading and discussion) that has not formally incorporated. If, for instance, they were to order a large catering service for a special event and fail to pay, individual members might be held personally responsible, as the club itself isn't a separate legal entity that can be sued or hold debt.

  • Local Environmental Action Group: A group of concerned citizens forms to organize local park clean-ups and advocate for better recycling policies in their town. They have a steering committee and a basic mission statement but have not filed any paperwork to become a non-profit corporation. They might raise small donations for supplies like gloves and trash bags. This group is an unincorporated association because it's an organized collection of people pursuing a shared goal (environmental improvement) without having established itself as a distinct legal entity. Any contracts they enter into (e.g., for renting a meeting space) or liabilities they incur would typically fall upon the members or officers rather than a separate corporate entity.

  • Amateur Photography Club: A group of photography enthusiasts meets regularly to share tips, organize photo walks, and critique each other's work. They might pool money to buy shared equipment, like a studio lighting kit, or rent a gallery space for an exhibition. They have a president and a treasurer, but they haven't registered as a business or non-profit. This club functions as an unincorporated association. It's a group of individuals united by a common hobby and purpose, but without a formal legal structure. If the club were to purchase expensive equipment on credit and then default on payments, the individual members who authorized the purchase, or even all members, could potentially be held personally liable, as the club itself doesn't have a separate legal identity to absorb the debt.

Simple Definition

An unincorporated association is a group of individuals who have come together for a common purpose without formally registering as a separate legal entity, such as a corporation. Unlike a corporation, it generally does not have a distinct legal identity from its members, which can mean members may be personally responsible for its liabilities.

If we desire respect for the law, we must first make the law respectable.

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