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Registering not-for-profit or charitable organisations

This information sheet provides general advice on the differences between a company structure and an incorporated association. Before you register your organisation, you should consider what structure best suits your organisation's purposes.

If your company, registered body or foreign company is registered as a charity with the Australian Charities and Not-for-Profits Commission (ACNC) some of your reporting obligations to ASIC will no longer apply. See here for details.

The company structure

Under a company structure, charitable or not-for-profit organisations will generally be registered as public companies that are limited by guarantee. Limited by guarantee means the liability of the company’s members is limited to the amount the members undertake to contribute to the property of the company if it is wound up.

Registration of a company creates a legal entity separate from its members. The company can hold property and can sue and be sued.

Companies are registered under the Corporations Act 2001 (Corporations Act), which is Commonwealth legislation administered by ASIC. A company’s registration is recognised Australia wide.

At the very least, a public company must:
A company limited by guarantee may also be registered without the word ‘Limited’ in its name. This is only possible if its constitution:

Incorporated association

Associations are incorporated under state and territory associations incorporation legislation, which is not administered by ASIC, but by the various state and territory authorities. An incorporated association is also a legal entity separate from its individual members and can hold property, sue and be sued. Incorporating an association in a state or territory restricts the organisation to operating in its home jurisdiction. For example, an association incorporated under the Associations Incorporation Act 2009 of New South Wales may only carry on business in New South Wales.

The associations incorporation legislation in each state and territory provides a simple and more affordable means of creating a separate legal entity for small, community-based groups with limited resources. This legislation impose less onerous conditions than the Corporations Act governing the activities of companies.

As legislation differs in each state or territory, it is difficult to outline detailed requirements for incorporated associations, but basically an incorporated association may need to:
For more information about incorporating an association and post-incorporation obligations, visit the website of the relevant state or territory authority.

State/territoryAuthorityWeb address
Australian Capital TerritoryOffice of Regulatory Serviceswww.ors.act.gov.au
New South WalesOffice of Fair Tradingwww.fairtrading.nsw.gov.au/business/associations.html
Northern TerritoryConsumer and Business Affairswww.justice.nt.gov.au
QueenslandOffice of Fair Tradingwww.fairtrading.qld.gov.au
South AustraliaOffice of Consumer & Business Affairswww.ocba.sa.gov.au
TasmaniaOffice of Consumer Affairs & Fair Tradingwww.consumer.tas.gov.au
VictoriaConsumer Affairswww.consumer.vic.gov.au
Western AustraliaConsumer and Employment Protectionwww.docep.wa.gov.au

Please see the state or territory government section of your local telephone directory for the contact telephone number for the relevant state or territory authority.

Incorporated association wishing to carry on business outside its home jurisdiction

An incorporated association may become registered under the Corporations Act so it can carry on business in other states or territories outside of its home jurisdiction without needing to register as a company.

The incorporated association will become an Australian registered body and upon registration will be allocated an Australian Registered Body Number. For more details about registration and post-registration obligations, see Information Sheet 60 Registrable Australian bodies (INFO 60).

For more information

For information on how to register a company or registrable Australian body, visit www.asic.gov.au/companies.
This is Information Sheet 81 (INFO 81). Information sheets provide concise guidance on a specific process or compliance issue or an overview of detailed guidance.

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