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:
- public companies limited by guarantee – the most common type of company structure used by charities (and other not-for-profit purposes)
- proprietary companies limited by shares – such as a business that is wholly owned by a charity that has a similar charitable purpose
- registered Australian bodies – such as an incorporated association registered under a State Act and registered with ASIC if it carries on business outside the state or territory in which it is registered
- foreign companies – such as a charity formed or incorporated outside Australia but registered to carry on business in Australia.
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 - 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:
- A public company no longer needs to lodge changes to its constitution with us or tell us of the adoption or repeal of a constitution.
- A company is no longer required to send a copy of its constitution to members who request a copy.
- A company and registered body is no longer required to notify us of a change of their address details, including their registered office address, principal place of business address or contact address. The ACNC will advise us of changes to the registered office address of a company.
A company and registered body is no longer required to notify us of the appointment, resignation or retirement of directors, secretaries and alternate directors or submit personal details of directors and secretaries.
- A company will not be sent an annual statement each year (on the company’s review date) and will not have to review their details or pay the annual review fee. However, if the last annual review date was before registration with the ACNC, the company must pay the annual review fee to ASIC.
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:
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:
- small registered charity – annual revenue is less than $250,000
- medium registered charity – annual revenue is $250,000 or more but less than $1 million
- large registered charity – annual revenue is $1 million or more.<
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:
- The AIS information and annual financial reports will be published on the ACNC Register.
- The ACNC does not charge fees for charities to submit their AIS and annual financial reports.
- Small charities can provide financial information voluntarily to the ACNC if they wish and all charities have the option of voluntarily providing them in the 2012-2013 reporting period.
- Charities that are basic religious charities do not have to provide annual financial reports and do not have to answer financial questions in the 2013-14 AIS and future AISs.
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.
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.
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:
- sections 180 to 183 (civil obligations of directors and other officers to exercise due care and diligence, act in good faith and not to improperly use their position or company information)
- section 188, to the extent it relates to other provisions that have been 'turned off' (responsibilities of secretaries and directors for certain contraventions), and
- sections 191 to 194 (obligation of director to disclose material personal interest).
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.
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:
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:
- prohibits the payment of fees to its directors, and
- requires the directors to approve all other payments the company makes to directors.
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 for full details.
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.
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 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.
Contact the ACNC - 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