Your charity’s governing document is the formal document that sets out:
- your charity’s charitable purpose or purposes
- that your charity operates on a not-for-profit basis, and
- the way your charity's governing body (such as its committee or board) makes decisions and consults any members.
A governing document may have different names depending on your charity’s structure or form:
|Charity structure||Governing document usually known as|
|Incorporated association (usually incorporated under state or territory law)||Statement of purposes and rules or articles of association|
|Company limited by guarantee or other company under Corporations Act 2001 (Cth)||Constitution (previously these were known as memoranda or articles of association)|
|Indigenous corporation under the Corporations (Aboriginal and Torres Strait Islander) Act 2006 (Cth)||The Office of the Registrar of Indigenous Corporations’ (ORIC) rule book for Indigenous corporations|
|An organisation or body that is incorporated in some other way (such as through an Act of Parliament)
||The name of the governing document is usually set out or defined in its constituting legislation or charter|
Usually, the governing document is called the organisation's rules, but it can be any document that shows the elements described above, and that can be enforced against the association.
The ACNC examines an organisation’s governing document when assessing its eligibility for charity registration.
You must provide a copy of your organisation's governing document when applying for charity registration.
Once registered, your charity’s governing document will be available on the public ACNC Charity Register.
By-laws and regulations
Occasionally, a charity may have information included in by-laws or regulations made under its governing document.
This is usually basic information that members of a charity’s governing body (the Responsible People) might want to change quickly without needing to go through the formal member approval process of changing its governing document.
Generally, unless the by-laws or regulations set out significant details about the charity, or the ACNC specifically asks for a copy, charities do not need to provide them to us. If a charity's main governing document sets out how the charity is not-for-profit, its charitable purposes, and how it is governed, providing this document will be sufficient.
Ensuring your charity’s governing document is available on the Charity Register lets the public see how it is governed and what its charitable purposes are.
It is a requirement of registration that a charity's governing document be made available to the public on the Charity Register. The only exception is if a charity receives approval to have its governing document withheld from the Register.
If your charity has not provided a copy of its current governing document to the ACNC, it must do so as soon as it can. You can provide a copy of your charity’s governing document in the ACNC Charity Portal. It will then be published on the Charity Register.
Ensure the copy of the governing document you upload to the Charity Register does not include any personal information, such as addresses or contact numbers of members or directors in it.
If it does include personal information, you need to submit the full version of the governing document, as well as a redacted version with the personal information removed. The redacted version will appear on the public Charity Register.
Removing personal information will protect the privacy of people involved with your charity.
Every registered charity has an obligation to notify the ACNC of any changes to its governing document.
When notifying us of a change, a charity must provide us with a copy of its updated governing document. This can be done in the Charity Portal.
Charities should be careful that any changes made to a governing document do not affect its registration. For example, changes to the charity’s purpose as outlined in its governing document may affect its eligibility to be registered.
If your charity is considering making significant changes to its governing document, it is a good idea to get professional advice to understand the possible implications on its charity registration.
A charity may also need to notify other agencies of changes to its governing document. For example, a charity that is an incorporated association may need to meet the requirements of a state or territory regulator before notifying the ACNC.
Your charity can request that its governing document – or certain information it contains – be withheld from publication on the Charity Register.
We can only withhold information from the Charity Register for certain specific reasons.
You can request to have your charity’s governing document withheld from the Charity Register in the Charity Portal.
When you request to withhold information, you will need to select the reason why the information should be withheld, and explain why withholding is applicable. You will also need to describe the steps your charity has taken to conceal the information from the public.
See our guidance about withholding information from the Charity Register for more information.