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NFPs and charities

Registering and structuring not-for-profit organisations

Key points:

  • There are different ways to structure not-for-profits and charities. Most are companies, incorporated associations or registered Australian bodies.
  • Who you register with, and how you register, depends on your structure.
  • Charities must register with the Australian Charities and Not-for-profits Commission (ACNC).

About NFPs and charities

To be a not-for-profit (NFP), an organisation must not operate to make a profit for particular people (for example, its members). Any profits it does make must go back into the organisation towards its purposes.

Charities are a specific kind of NFP. They must have only charitable purposes that are for the public benefit.

Depending on its structure, a not-for-profit or charity may have to register with ASIC.

All charities must register with the Australian Charities and Not-for-profits Commission (ACNC). Charities have some different reporting responsibilities to other companies and NFPs:

Registered charities, ACNC and ASIC

Structures for NFPs and charities

Before you register your not-for-profit or charity, you need to choose the structure that best suits you. The usual options are:

  • a company
  • an incorporated association
  • a registered Australian body.

Who you register with, and how you register, depends on your structure.

Registering and operating as a company

A public company limited by guarantee is the most common company structure for charities and not-for-profits. Sports clubs and cultural and charitable organisations often use this structure.

This kind of company cannot pay dividends to its members. Member liability is limited to what they’ve agreed to pay if the company winds up.

If you choose this structure, you will need to register your company with ASIC:

Register a company

Some NFPs qualify as a special purpose company. If they do, they have lower annual review fees.

Your responsibilities

Some examples of what a public company must do include:

  • have at least 3 directors and 1 secretary
  • have a registered office address and main place of business in Australia that is accessible to the public
  • keep a record of all directors and members, and meeting minutes and resolutions
  • lodge audited financial statements and reports for each financial year
  • hold an annual general meeting within 5 months of the financial year ending
  • complete a company annual review and pay an annual review fee
  • have a whistleblower protection policy.
  • keep company details up to date.

Find out more about the obligations of companies limited by guarantee in this information sheet:

Information sheet 131 Obligations of companies limited by guarantee (INFO 131)

However, registered charities do not have all of the same reporting obligations as other companies:

Registered charities, ACNC and ASIC

Registering and operating as an incorporated association

Small not-for-profits and charities are often structured as an incorporated association. Incorporated associations can only operate in the state in which they are registered.

Incorporated associations are not administered by ASIC. They come under state or territory legislation and must be registered in the association’s home state or territory.

If you want to operate in other states or territories, you can either:

  • incorporate in each state or territory where you want to operate
  • become a registered Australian body through ASIC and operate across Australia.

Your responsibilities

Requirements around governance, meetings, record keeping and reporting are different across Australia. See the requirements in your state or territory:

Registering and operating as a registered Australian body

If your NFP or charity is an incorporated association, you can apply to become a registered Australian body through ASIC and operate across Australia (see below). This will allow you to operate across Australia in all states and territories.

You will need to apply to ASIC to register.

Registered Australian bodies

Your responsibilities

Registered Australian bodies have specific obligations. These include how they display their details, and how they keep their details on the register up to date:

Obligations of registered Australian bodies