Registering not-for-profit or charitable organisations
This is Information Sheet 81 (INFO 81).
There are different ways you can register as a charitable or not-for-profit organisation. Before you register, you should consider what structure best suits your organisation's purposes.
- Registering as a company
- Registering as an incorporated association
- Creating a registrable Australian body
Registering as a company
Charitable and not-for-profit organisations can be registered as public companies limited by guarantee. This means the liability of the company’s members is limited. The limit is usually the amount members will contribute to the property of the company if it is wound up.
Registration of a company creates a legal entity separate from its members. This means the company can hold property and sue or be sued.
A public company must:
- have at least three directors and one secretary
- have at least one member
- have a registered office address and principal place of business located in Australia
- have its registered office open and accessible to the public
- be governed by a constitution
- maintain a register of its members
- keep a record of all directors’ and members, meeting minutes and resolutions
- appoint a registered company auditor within one month of its registration
- keep proper financial records
- lodge audited financial statements and reports after the end of every financial year.
- send its members a copy of its financial statements and reports. This does not apply to some companies limited by guarantee
- hold an annual general meeting once a year. The meeting must be within five months of the end of financial year
- receive and review an annual company statement and pay an annual review fee. Some charitable and not for profit organisations are eligible for reduced fees
- have a whistleblower policy from 1 January 2020
- tell us when their details change and lodge any documents within the required timeframe.
If a public company limited by guarantee subsequently registers with the Australian Charities and Not-for-profits Commission (the ACNC), some of these Corporations Act obligations are turned off.
Learn more about charitable company obligations
Registering as an incorporated association
An incorporated association is also a legal entity separate from its members. The incorporated association structure can be more effective for small community organisations. They are generally simpler and more affordable than a company structure.
Incorporated associations are registered under state and territory legislation, which is not administered by ASIC. Incorporated associations can only carry on business in the state they're registered in. For example, if registered in Victoria, they can only conduct business in Victoria. If they want to trade in other states, they need to become a registrable Australian body.
Learn more about becoming a registrable Australian body
Association incorporation legislation changes from state to state, but requirements can include:
- having a committee that manages the association
- having a public officer
- having a registered office in its state of incorporation
- acting under all the rules of legislation
- holding an annual general meeting once a year
- lodging an annual statement every year
- keeping proper accounting records
- keeping minutes of all committee and general meetings
- having registers of members and all committee members
- having a common seal.
From 1 July 2019, incorporated associations that are significantly or principally engaged in trading or financial activities will have to comply with the corporate whistleblower protection regime in Part 9.4AAA of the Corporations Act 2001.
Learn more about the whistleblower protection regime applying to not-for-profit organisations
For more information about incorporating an association, visit the relevant website below:
|
State/territory |
Authority |
Web address |
|---|---|---|
|
Australian Capital Territory |
Access Canberra |
|
|
New South Wales |
Office of Fair Trading |
https://www.fairtrading.nsw.gov.au/associations-and-co-operatives/associations |
|
Northern Territory |
Consumer and Business Affairs |
|
|
Queensland |
Office of Fair Trading |
|
|
South Australia |
Consumer and Business Services |
|
|
Tasmania |
Office of Consumer Affairs & Fair Trading |
|
|
Victoria |
Consumer Affairs |
|
|
Western Australia |
Consumer and Employment Protection |
Creating a registered Australian body
You can register an incorporated association as an Australian registered body. This allows you to carry on business in other states and territories.
For more details about creating an Australian registered body, see registrable Australian bodies.
Important notice
Please note that this information sheet is a summary giving you basic information about a particular topic. It does not cover the whole of the relevant law regarding that topic, and it is not a substitute for professional advice. We encourage you to seek your own professional advice to find out how the applicable laws apply to you, as it is your responsibility to determine your obligations.
You should also note that because this information sheet avoids legal language wherever possible, it might include some generalisations about the application of the law. Some provisions of the law referred to have exceptions or important qualifications. In most cases, your particular circumstances must be taken into account when determining how the law applies to you.
Information sheets provide concise guidance on a specific process or compliance issue or an overview of detailed guidance.