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Charities registered with the ACNC




The Australian Charities and Not-for-Profits Commission (ACNC) registers organisations as charities. These may include organisations registered with us including:

Some reporting obligations under the Corporations Act 2001 do not apply to companies and registered bodies that are registered with the ACNC.


How do I know if my company or registered body is registered with the ACNC?



To find out if your charity is registered with the ACNC, you can
check the ACNC Register Opens new window - Find a charity | Search the ACNC register.

We have been working with the ACNC to identify companies and registered bodies that are registered with the ACNC as charities. You can download a copy of the list here . If you believe your company or registered body (including registered Australian bodies and foreign companies) is included in error, or should be included, contact us.


What are the reporting obligations of companies and registered bodies that are also registered with the ACNC?



From the date your company or registered body is registered with the ACNC, some of your reporting obligations to ASIC no longer apply. Instead you will have obligations to the ACNC. This continues for as long as your company or registered body remains a registered charity. If it is deregistered with the ACNC, your obligations to ASIC will resume.

As a registered charity with the ACNC:
If you receive an annual statement from us after your registration with the ACNC and you believe it was issued incorrectly, please contact us.

All other obligations under the Corporations Act 2001 will continue to apply until further changes are introduced in July 2013.


Financial reporting obligations for companies registered with the Australian Charities and Not-for-Profit Commission



2012-13 Financial period:


For the 2012–13 reporting period, companies that are required to lodge financial reports with ASIC must still do so, even if they are registered with the Australian Charities and Not-for-Profits Commission (ACNC).

2013-14 Financial period onwards:


Financial reports
Companies that are registered with the ACNC do not need to lodge financial reports for years commencing on or after 1 July 2013 with ASIC.

Instead, medium and large charities registered with the ACNC will be required to provide annual financial reports to the ACNC.

The ACNC Act defines charity size according to annual revenue as follows:
Registered charities will be required to prepare their first financial reports for the ACNC for the 2013-14 financial year. As a result, the first financial report will need to be lodged with the ACNC by 31 December 2014, or within six months after the end of an approved substituted accounting period that commences after 1 July 2013.

Large registered charities will be required to have their financial reports audited, and medium registered charities can generally choose to either have their financial reports reviewed or audited.

The Government has released draft regulations and accompanying explanatory material outlining the proposed financial reporting requirements applying to charities registered with the ACNC. The final financial reporting requirements have not yet been published.

Companies that are not registered with the ACNC, or cease to be registered with the ACNC, must continue to lodge their annual financial reports with ASIC if they are required to do so under the existing tests in the Corporations Act.

Annual information statement


Unlike annual financial reports which are only mandatory for medium and large registered charities, all charities registered with the ACNC will be required to prepare an annual information statement (AIS).

The first AIS will be in respect of the 2012-13 financial year. As a result, the first AIS will need to be lodged with the ACNC by 31 December 2013, or within six months after the end of an approved substituted accounting period that commences after 1 July 2012.

The AIS will require financial information from all charities registered with the ACNC but only from the 2013-14 reporting period onwards, and not in the 2012-13 reporting period.

Things to note:
List pointer For further information on financial reporting and annual information statement obligations, visit the ACNC website Opens new window and the Treasury website.Opens new window

Governance standards applying from 1 July 2013 to registered charities incorporated as companies


Since 1 July 2013, there are new governance standards that apply to charities registered with the Australian Charities and Not-for-profits Commission (ACNC). These standards set out a minimum standard of governance, including requiring registered charities to be accountable to members and to ensure their governing body ('responsible entities' under the ACNC Act of what the ACNC calls 'responsible persons') comply with the duties outlined in the governance standards that are specifically tailored for the not-for-profit sector.

Some of the member meeting obligations and statutory directors' duties in the Corporations Act no longer apply to registered charities. These have been 'turned off' and replaced by the governance standards.

The new governance standards are described on the ACNC website. Opens new window

What provisions of the Corporations Act no longer apply to charities registered with ACNC?


From 1 July 2013, certain provisions in the Corporations Act will no longer apply to bodies corporate registered under the ACNC Act. The provisions that have been 'turned off' are listed in the table below.

Table 1: Provisions of the Corporations Act that will no longer apply to bodies corporate registered under the ACNC Act
Column 1Column 2
Provisions that no longer applySummary of provisions
Directors duties
sections 180 to 183; and
section 185, to the extent that it relates to sections 180 to 183
Civil obligations of directors and other officers to:
- exercise due care and diligence
- act in good faith
- not improperly use their position, and
- not improperly use company information
section 188, to the extent that it relates to another provision mentioned in this tableResponsibilities of secretaries and directors for certain contraventions
section 191 - 194Interests of directors
Corporate reporting
subsection 136(5)Public company must lodge with ASIC a copy of a special resolution adopting, modifying or repealing its constitution
section 138ASIC may direct company to lodge consolidated constitution
section 139Company must send copy of constitution to member
subsection 142(2), section 146 and subsection 146A(2)Company must notify ASIC of changes of address
section 201L and 205A to 205C;
section 205D, to the extent it relates to section 205B, and section 205E
Public information about directors
Chapter 2NUpdating ASIC information about companies and registered schemes
Part 2G.2 (other than sections 250PAA and 250PAB); and
Part 2G.3, to the extent that it relates to meetings of the body corporate's members
Meetings of members
Parts 2M.1 to 2M.3Financial reports and audit
sections 601CDA, 601CK and 601CTAForeign companies
subsection 601CT(3), section 601CV and subsection 601DH(1) to (1A)Registered body must notify ASIC of certain changes
Note: The Corporations Act also contains a table of provisions that will no longer be applicable to bodies corporate registered under the ACNC Act (see section 111L(1)).

What this means for company directors and officers


Governance standard 5, which requires registered charities to make sure directors understand and comply with certain duties, is based on and replaces some of the sections that applied to directors and officers of registered charities under the Corporations Act. For example, the following provisions have been 'turned off' for corporate bodies registered with the ACNC:
Instead, registered charities are required to take reasonable steps to ensure that their responsible persons comply with governance standard 5. For a registered charity that is also a company under the Corporations Act, its responsible persons are each of the directors of the company. The duties contained in governance standard 5 will apply to these directors.

Company officers appear not to be responsible persons under the new provisions unless they are a member of the registered charity's governing body, such as its board or management committee. For more information, see ACNC's guidance on responsible persons. Opens new window

What provisions of the Corporations Act will continue to apply to charities registered with the ACNC?



Criminal offences for the breach of certain directors' duties will continue to apply under the Corporations Act. For example, section 184 of the Corporations Act would still apply to the directors and other officers of charities registered with the ACNC. The insolvent trading regime in the Corporations Act will also continue to apply.

Where do I go to:



apply to register a company, a foreign company or a registrable Australian bodyASIC
apply to register a charityACNC
apply to change the name of a company to omit the word ‘Limited’ ASIC
apply to change the name of a companyASIC
notify changes to member details and share structure of a companyASIC
notify of changes to company details including:
• addresses (including registered office address)
• officeholders (directors, alternate directors)
• constitution/governing rules
ACNC
notify changes to details of a foreign company or registered body including:
• address
• directors
• constitution/governing rules
• name
ACNC
request to revoke registration of a charity or cease to be entitled to registration as a charityACNC
notify external administration of a companyASIC
apply to deregister a company, foreign company or registered body ASIC


A registered charity may omit the word ‘Limited’



A company registered as a charity by the ACNC is not required to have the word ‘Limited’ at the end of its name if the company's constitution:
You may omit the word ‘Limited’ anywhere that the company's name is used.

You may also want to change the company's legal name to omit the word ‘Limited’. To do this, you must apply to us and pay the required fee. A special resolution to change the company's name to omit the word 'Limited' is no longer required. If we change the company's name, we will send you an amended certificate of registration.

If you cease to be registered by the ACNC, you must notify us. We will then update your company registration details to include the word ‘Limited’ at the end of the name if it is not already included there.


As a registered charity, what are my obligations to the ACNC?



See the ACNC website at www.acnc.gov.au Opens new window for full details.


Compliance



How will ASIC and ACNC approach compliance during this transitional period?



The ACNC and ASIC are working closely together to ensure a smooth transition for registered charities that are companies and registered bodies. We will continue to work together to address any transitional issues that may arise.


My company is registered with the ACNC but I recently received an annual review statement and review fee from ASIC. What should I do?



If your annual review date is before your registration with the ACNC, you must complete the annual review process and pay your annual review fee by the due date.


If you believe the invoice was issued incorrectly please contact us.


Public information



My company’s information is already on ASIC’s company register. Will this information also be on the ACNC register?



Information about your registration as a company or registered body will be available on both ASIC's registers and the ACNC register. The information on the ACNC register may not be complete when the register starts in December 2012. We suggest you regularly check the ACNC website Opens new window to find out when their register is fully developed.

Our registers will be up–to–date until the time of your registration with the ACNC. After this time, officeholder and address details may no longer be up to date on the ASIC register. You will need to refer to the ACNC register for current information about a registered charity.


More information



Contact the ACNC Opens new window - Contact us | How to contact the ACNC for information about who can register as a charity, the registration process, and ongoing obligations to the ACNC.

Read the ACNC's media release No more ASIC annual review fees for charities Opens new window





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