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.