How To Create A Not For Profit Organisation

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Registering not-for-profit or charitable organisations

There are different ways you can register as a charitable or not-for-profit organisation. Before you register, you should consider what structure best suits your organisation's purposes.

Registering as a company
Registering as an incorporated association
Creating a registrable Australian body

Registering as a company

Charitable and not-for-profit organisations can be registered as public companies limited by guarantee. This means the liability of the company's members is limited. The limit is usually the amount members will contribute to the property of the company if it is wound up.

Registration of a company creates a legal entity separate from its members. This means the company can hold property and sue or be sued.

A public company must:

have at least three directors and one secretary
have at least one member
have a registered office address and principal place of business located in Australia
have its registered office open and accessible to the public
be governed by a constitution
maintain a register of its members
keep a record of all directors' and members, meeting minutes and resolutions
appoint a registered company auditor within one month of its registration
keep proper financial records
lodge audited financial statements and reports after the end of every financial year.
send its members a copy of its financial statements and reports. This does not apply to some companies limited by guarantee
hold an annual general meeting once a year. The meeting must be within five months of the end of financial year
receive and review an annual company statement and pay an annual review fee. Some charitable and not for profit organisations are eligible for reduced fees
have a whistleblower policy from 1 January 2020
tell us when their details change and lodge any documents within the required timeframe.

If a public company limited by guarantee subsequently registers with the Australian Charities and Not-for-profits Commission (the ACNC), some of these Corporations Act obligations are turned off.

Learn more about charitable company obligations

Registering as an incorporated association

An incorporated association is also a legal entity separate from its members. The incorporated association structure can be more effective for small community organisations. They are generally simpler and more affordable than a company structure.

Incorporated associations are registered under state and territory legislation, which is not administered by ASIC. Incorporated associations can only carry on business in the state they're registered in. For example, if registered in Victoria, they can only conduct business in Victoria. If they want to trade in other states, they need to become a registrable Australian body.

Learn more about becoming a registrable Australian body

Association incorporation legislation changes from state to state, but requirements can include:

having a committee that manages the association
having a public officer
having a registered office in its state of incorporation
acting under all the rules of legislation
holding an annual general meeting once a year
lodging an annual statement every year
keeping proper accounting records
keeping minutes of all committee and general meetings
having registers of members and all committee members
having a common seal.

From 1 July 2019, incorporated associations that are significantly or principally engaged in trading or financial activities will have to comply with the corporate whistleblower protection regime in Part 9.4AAA of the Corporations Act 2001.

Learn more about the whistleblower protection regime applying to not-for-profit organisations

For more information about incorporating an association, visit the relevant website below:

State/territory	Authority	Web address
Australian Capital Territory	Access Canberra	www.accesscanberra.act.gov.au
New South Wales	Office of Fair Trading	https://www.fairtrading.nsw.gov.au/associations-and-co-operatives/associations
Northern Territory	Consumer and Business Affairs	www.justice.nt.gov.au
Queensland	Office of Fair Trading	www.fairtrading.qld.gov.au
South Australia	Consumer and Business Services	http://www.cbs.sa.gov.au/
Tasmania	Office of Consumer Affairs & Fair Trading	www.consumer.tas.gov.au
Victoria	Consumer Affairs	www.consumer.vic.gov.au
Western Australia	Consumer and Employment Protection	www.docep.wa.gov.au

Creating a registered Australian body

You can register an incorporated association as an Australian registered body. This allows you to carry on business in other states and territories.

For more details about creating an Australian registered body, see registrable Australian bodies.