A company limited by guarantee (CLG) is a type of legal structure. CLGs are registered as companies with the Australian Securities and Investments Commission (ASIC).

Once a CLG is registered with ASIC, it can apply to be registered as a charity with the ACNC.

Many registered charities are CLGs. To be eligible for registration as a charity with the ACNC, a CLG must fulfil certain requirements. To retain its registration, it must comply with certain ongoing obligations.

Our template constitution for a charitable company limited by guarantee may help organisations setting up as companies limited by guarantee develop a suitable governing document.

Registering a company limited by guarantee as a charity

To be registered as a charity, a CLG must meet the legal meaning of charity, and our requirements for registration.

Requirements to register a company limited by guarantee as a charity

In summary, to be registered as a charity, CLG must:

See more information on these requirements.

Obligations to ASIC and the ACNC

Generally, a charity that is a CLG should contact:

  • ASIC for anything relating to its corporate status, and
  • the ACNC for anything relating to its charitable status.

For more specific information, refer to the table in the section 'When to contact ASIC or the ACNC' at the bottom of this page.

A charity that is a CLG needs to contact ASIC when:

A charity does not have to report annually to ASIC or notify ASIC of certain changes.

For more information, see ASIC's guidance for charities registered with the ACNC.

Provisions relating to auditors

Provisions in the Corporations Act relating to auditors still apply for CLGs registered as charities.

This means that a charity may still be required to appoint an auditor, even if it is not required to have its reports audited or reviewed.

A charity may also have to notify ASIC about certain events relating to auditors (for example, if an auditor resigns or is removed).

For more information, see ASIC's guidance on appointing an auditor.

A CLG that is registered as a charity has ongoing obligations to the ACNC. They include:

All charities submit the Annual Information Statement and notify us of most changes through the Charity Portal.

A CLG that is registered as a charity must also notify us if it:

  • changes its legal structure (from a CLG to a different corporate structure)
  • merges with another charity
  • winds up, or
  • wants to have its charity registration revoked (even if it continues to operate).

For more, see our guidance on merging, winding up, and having charity registration revoked.

Most information a charity reports to us is available to the public on the ACNC Charity Register, including information submitted in the Annual Information Statement and any changes to charity details.

Because registered charities are not required to notify ASIC of most changes, the ASIC Register may not be current for registered charities.

The ACNC Charity Register should have the most current information for a CLG registered as a charity.

CLGs that are registered charities do not have to comply with several major requirements in the Corporations Act. Instead, these charities must comply with similar ACNC requirements.

alert icon If a company is no longer registered with the ACNC, it must comply with all ASIC requirements again.

Holding members’ meetings

A CLG that is a registered charity does not have to comply with the requirement to hold general meetings of members or annual general meetings under the Corporations Act.

Instead, it must comply with the requirements of ACNC Governance Standard 2.

This Governance Standard requires a charity to be accountable to members. Charities are likely to still have meetings to help them comply with Governance Standard 2.

Meeting civil statutory directors’ duties

A CLG that is a registered charity no longer needs to comply with the civil directors’ duties under the Corporations Act.

Instead, it must comply with ACNC Governance Standard 5.

This Governance Standard requires charities to make sure that their Responsible People meet similar duties to those under the Corporations Act.

However, the following requirements of the Corporations Act still apply to directors of CLGs that are registered charities:

  • criminal offences relating to breaches of duties of good faith and acting for a proper purpose and misuse of position or information (under section 184 of the Corporations Act), and
  • the duty to prevent insolvent trading (under section 588G of the Corporations Act) – this duty is also included under the ACNC's Governance Standard 5.

Reporting annually

A CLG that is a registered charity only needs to submit an Annual Information Statement to the ACNC (with a financial report, if it is medium or large).

It does not have to report to ASIC.

This means that it does not have to do the following for ASIC:

  • file an annual review
  • provide financial reports
  • pass a solvency resolution, or
  • pay an annual review fee.

The parts of the Corporations Act that relate to financial reporting still apply to charities that issue debentures.

If your charity receives an annual return fee from ASIC, and you do not think that you need to pay it because of its obligations to the ACNC, contact ASIC and request the fee be withdrawn.

Keeping records

ASIC does not require CLGs that are registered with the ACNC to keep written financial records in accordance with the 'Financial Reports and Audit' requirements of the Corporations Act.

The ACNC requires all charities to keep financial records.

Changing the name of a CLG

To change the name of a CLG that is a registered charity, its members must pass a special resolution to change the name and lodge Form 205 – Notification of resolution with ASIC (lodgement fees apply).

Before starting this process:

  • check the ACNC Charity Register to see if any other charity uses the proposed name
  • check that the proposed company name is available by searching ASIC Connect, and
  • reserve the proposed company name before you are ready to register it by lodging Form 410 – Application for reservation of a name (lodgement fees apply).

After ASIC changes the company name, you must notify us of the change in the Charity Portal.

Removing ‘Limited’ from the name

A CLG does not need to use the word ‘Limited’ when using its name (such as on company letterhead, or on the company’s common seal) if:

  • it is a charity registered with the ACNC,
  • its constitution does not allow directors to be paid fees, and
  • its constitution requires the directors to approve all other payments the company makes to directors.

The company's legal name (as registered with ASIC) will still have 'Limited' at the end, though.

If you want to change the legal name officially so that it does not have the word ‘Limited’ at all, you will need to apply to ASIC and pay the fee.

For more information, refer to section 150(1) Corporations Act (see ASIC: Charities registered with the ACNC)

Changing a CLG’s address

A CLG that is a registered charity must notify the ACNC of a change to its Address For Service. The Address For Service is published on the ACNC Charity Register.

A CLG should provide its registered office address as its Address For Service. This allows us to pass the information to ASIC to update the ASIC register. The registered office address must be a physical address (not a PO box).

The ACNC will send all correspondence to a charity’s Address For Service. If a CLG also provides an email address with its Address For Service, we will use email as the main way to contact it.

A CLG registered as a charity does not need to notify ASIC of a change of address (such as a registered office address, a principal place of business or officeholder’s residential address).

Changing a CLG’s directors

A CLG must provide the details of its directors (Responsible People) to the ACNC. It must notify us of changes to directors.

A CLG does not need to notify the ACNC about other officeholders of the company who are not Responsible People. It does not need to notify ASIC of any changes to the officeholders either.

Changing a CLG’s constitution

To change a CLG’s constitution or adopt a new one, its members must pass a special resolution.

A CLG must notify the ACNC of changes to its constitution (which we call a governing document) in the Charity Portal.

It does not need to lodge a copy of the special resolution with ASIC.

If a CLG is registered as a charity and ceases operations, it must apply to have its charity registration revoked. Do this through the Charity Portal.

In winding up, a CLG must follow its rules, as well as all other legal requirements, including obligations to deregister the company with ASIC.

alert icon The information you report to the ACNC will be available to the public on the ACNC Register, including information you submit in your Annual Information Statement and any changes you notify us of. Because registered charities are not required to notify ASIC of most changes that have been notified to the ACNC, the ASIC Register may not be current for registered charities.

Type of changeWho to contact
Register
Apply to register a companyASIC
Apply to register a charityACNC
Change Details
Notify of change to name of a company (see ASIC: Changing a company name).Both ASIC and the ACNC. First change the name with ASIC. Then notify the ACNC by making the change in the Charity Portal.
Remove word ‘Limited’ when using the name (without changing its official legal name).You don't need to contact either ASIC or the ACNC as long as it meets the requirements listed above in 'Removing 'Limited' from the name'.
Apply to change the name of a company to remove the word ‘Limited’ (see ASIC: Charities registered with the ACNC).Both ASIC and the ACNC. First change the name ASIC. Then notify the ACNC by making the change in the Charity Portal.
Notify of changes to:
  • Address For Service
  • directors (Responsible People)
  • constitution (governing document)
ACNC
Report annually
Submit an Annual Information Statement. ACNC

Submit financial reports for medium and large charities

(see ASIC guidance on reporting obligations)

ACNC
Criminal liability for director dutiesASIC
Auditor
Notify of resignation or removal of an auditorASIC
Notify of appointment of an auditorNeither
Closing the company
Request to have charity registration revoked or notify of no longer being entitled to charity registrationACNC
Notify external administration of a companyBoth ASIC and the ACNC. First notify ASIC and then notify the ACNC by making the administrators Responsible People for the charity
Apply to deregister a companyBoth ASIC and the ACNC. First notify ASIC and then notify the ACNC by applying to have the charity’s registration revoked.

*Note that ‘small companies limited by guarantee’ under the Corporations Act may not have to submit a financial report.

The proprietary limited company structure is generally not suited to charities. This is because charities must be not-for-profit and a proprietary limited company usually allows shareholders to receive private benefits.

Private benefits can be in the form of:

  • dividends and through profits realised on the sale, transfer or forfeiture of shares
  • receiving a distribution from the net assets of the company on winding up.

However, there are certain circumstances in which a proprietary limited company may be an acceptable structure for a charity. For example:

  • when the sole member of the company is another registered charity
  • when the company is a corporate trustee of a charitable trust.