Registering not-for-profit or charitable organisations
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.
- Setup a private charitable trust
- Registering as a company
- Registering as an incorporated association
- Creating a registrable Australian body
Setting up a private charitable trust
Trusts are legal structures established to hold and distribute funds according to the legal requirements of the trust’s deed. Unlike some other forms of non-profit organisations, charitable trusts are not established to specifically undertake action to fulfil a purpose, but to distribute funds in a considered way in order to enable other organisations to pursue their purpose. Charitable trusts are often set up through a bequest in a will, but do not have to be. A trusts is established with the investment in the trust of an initial corpus of money that may be held in perpetuity. A certain percentage of the interest on this sum is granted periodically to particular causes, organisations, winners of scholarships or other grant-seekers. In some cases, a trust’s deed or other legal requirements such as wanting to retain tax exempt status may require that the trust only make grants to non-profit organisations or to charities.
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
- tell ASIC when their details change and lodge any documents within the required timeframe.
Registering as an incorporated association
An incorporated association is also a legal entity separate from its members. Associations can be more effective for small community organisations. They are generally simpler and more affordable than a company structure.
Associations are registered under state and territory legislation, which is not administered by ASIC. 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.
Association 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.
Creating a registered Australian body
Some organisations, like associations, can only conduct business in their 'home' state or territory. By becoming a registered Australian body, these organisations can trade throughout all states and territories within Australia.
- Frequently Asked Questions
- Checklist for Registering a Company
- Company Name Availability
- How to Protect Your Company Name (trademarks)
- Special Purpose Companies
- Charitable organisations
- Pre-registration: Reserving a company name
- Pre-registration: Thinking about the Structure
- Registering the Company
- Post-registration: Notifying ASIC of changes to the Company