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 鈥� the most common type of company structure used by charities (and other not-for-profit purposes)
proprietary companies limited by shares 鈥� such as a business that is wholly owned by a charity that has a similar charitable purpose
registered Australian bodies 鈥� such as an incorporated association registered under a State Act and registered with ob体育 if it carries on business outside the state or territory in which it is registered
foreign companies 鈥� 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.
The table below (click to expand tab) summarises when you will need to contact ob体育 or the ACNC. Generally, you should:
contact ob体育 for anything relating to your corporate status, and
contact ACNC for anything relating to your charitable status.
When to contact ob体育 or the ACNC
Register
Type of change
ACNC
ob体育
Apply to register a company
No
Yes
Apply to register a charity
Yes
No
Change details
Type of change
ACNC
ob体育
Notify change of name to a company
Yes
Yes
Remove word 'Limited' from name (without changing legal name) as long as meet s150(1) of the Corporations Act 2001
No
No
Apply to change the 'legal' name of a company to omit the word 'Limited'
Yes
Yes
Notify changes to:
registered office/address for service
directors (responsible persons)
constitution (governing documents)
Yes
No
While it is not a requirement, you can choose to notify ob体育 of these聽changes. Late fees聽do not apply.
Report annually
Type of change
ACNC
ob体育
Submit an for each reporting period
Yes
No
Submit financial statement for 2013 reporting period (period starting on or after 1 July 2012 but before 1 July 2013) (see ob体育 guidance on reporting obligations)
No
Yes*
Auditor
Type of change
ACNC
ob体育
Notify of resignation or removal of an auditor
No
Yes
Notify appointment of an auditor
No
No
Close
Type of change
ACNC
ob体育
Request to revoke registration of a charity or notify of no longer being entitled to registration as a charity or if charity has closed (ACNC will advise ob体育 in such cases)
Yes
No
Notify external administration of a company
Yes
Yes
Apply to deregister a company
Yes
Yes
*Note that 'small companies limited by guarantee' under the Corporations Act may not have to submit a financial report.
Lodgement of financial reports under ob体育 Instrument 2016/813
Lodge your financial reports with ob体育 via聽[email protected]. Along with the financial report, please include a cover letter detailing that:
ob体育 should treat the financial statement as a 'non-printed form 7080 - Financial statements of exempted charity', and
the financial report is lodged under ob体育 Instrument 2016/813, and
include聽the full name of the entity and their ABN.
Reporting obligations of companies and registered bodies also registered with the ACNC
If your company or registered body is registered with the ACNC as charity, you have ongoing obligations to the ACNC. You do not have to report annually to ob体育 or notify ob体育 of most changes.
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. Instead this information is provided to the ACNC.
A company is no longer required to send a copy of its constitution to members who request a copy.
A company聽or a聽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. You can also choose to notify ob体育 of changes.
A company聽or a聽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. You can also choose to notify ob体育 of changes.
A company will not be sent an annual statement each year (on the company鈥檚 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 ob体育.
Corporations Act provisions that no longer apply to charities registered with the ACNC
Certain provisions in the Corporations Act no longer apply to bodies corporate registered under the ACNC Act. The provisions that have been 'turned' off are listed in the table below.
Provisions that no longer apply
Directors duties
Provisions that no longer apply
Summary of provisions
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 table
Responsibilities of secretaries and directors for certain contraventions
section 191 - 194
Interests of directors
Corporate reporting
Provisions that no longer apply
Summary of provisions
subsection 136(5)
Public company must lodge with ob体育 a copy of a special resolution adopting, modifying or repealing its constitution
section 138
ob体育 may direct company to lodge consolidated constitution
section 139
Company must send copy of constitution to member
subsection 142(2), section 146 and subsection 146A(2)
Company must notify ob体育 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 2N
Updating ob体育 information about companies and registered schemes
Part 2G.2 (other than sections 249R, 249RA, 249S, 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.3
Financial reports and audit
sections 601CDA, 601CK and 601CTA
Foreign companies
subsection 601CT(3), section 601CV and subsection 601DH(1) to (1A)
Registered body must notify ob体育 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 (an ACNC governance standard) requires that directors of companies that are registered charities understand and comply with certain duties. This standard is based on and replaces some of the sections that applied to directors of registered charities under the Corporations Act.
The following provisions of the Corporations Act have been 'turned off' for companies 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 any responsible persons comply with governance standard 5. For a registered charity that is also a company under the Corporations Act 2001, its responsible persons are each of the directors of the company and the duties contained in governance standard 5 apply to each director.
Other officers of a company may also be responsible persons depending on their responsibilities. For more information, see ACNC's guidance on responsible persons.
Corporations Act provisions that 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 still applies to the directors and other officers of companies that are charities registered with the ACNC and directors continue to have a duty to prevent insolvent trading under section 588G.
A registered charity may omit the word 鈥楲imited鈥�
A company registered as a charity by the ACNC is not required to have the word 鈥楲imited鈥� 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 鈥楲imited鈥� anywhere that the company's name is used. You may also want to change the company's legal name to omit the word 鈥楲imited鈥�. 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 鈥楲imited鈥� at the end of the name if it is not already included there.
Whistleblower protections
Charitable companies
All companies registered with ob体育, including those companies that are also registered as charities with the ACNC, must comply with the whistleblower protection regime in Part聽9.4AAA of the Corporations Act. The whistleblower protection regime is enforced by ob体育, even where the聽company is registered as a charity by the聽ACNC.
From 1 January 2020, a charity using a public company structure, such as a company limited by guarantee, must have a whistleblower policy and make the聽policy available to officers and employees.
Registered bodies, incorporated associations, and other bodies corporate
From 1 July 2019 incorporated associations and other bodies corporate registered under state or territory legislation will be subject to the聽corporate whistleblower protection regime if they are trading or financial corporations. That is, where they are significantly or principally engaged in trading or financial activities.
However, incorporated associations or other bodies corporate are not subject to the聽requirement in the Corporations Act to have a whistleblower policy from 1聽January 2020.
