Template constitution for a charitable company limited by guarantee

This template is designed to help a charitable, not-for-profit company limited by guarantee create a suitable governing document.

It is designed for small companies with a straightforward membership. Larger, more complex companies will have different requirements.

The template constitution and guide to the template constitution have been developed in consultation with the ACNC Advisory Board, professional and sector user groups and focus group participants.

Who is the template constitution for?

The template constitution is designed to assist a not-for-profit organisation that wants to incorporate as a company limited by guarantee and be registered as a charity with the ACNC.

It may also be useful for:

  • an existing company limited by guarantee that that wishes to become a charity registered with the ACNC, or
  • an existing company limited by guarantee that is a registered charity that wants to update its constitution.
The template constitution is not suitable for an organisation that has another legal structure, such as incorporated association, cooperative or unincorporated association.

How to use the template constitution

You need to read the template constitution and guidance to decide whether the template constitution is suitable for your charity. You may also need to get professional advice.

You can:

  • download the template constitution in a word processing format, which you can save and edit to suit your charity’s circumstances. You should keep a version with tracked or recorded changes so that it is clear where your company's constitution is different to the template constitution. You can also provide this version to the ACNC when you apply to register as this will likely assist the registration process
  • read the checklist to find out the main things you need to consider when using the template constitution
  • read the guide to the template constitution for more detailed information about the specific clauses, and
  • refer to the table of laws relevant to the template constitution if you want to see which sections in the Corporations Act 2001 (Cth) may be relevant to clauses in the template constitution.