Not-For-Profit Organisations

If you are setting up a not-for-profit organisation, registering a charity, preparing a constitution or reviewing your governance structure, our lawyers can help you get the structure right.

Our business structure and governance lawyers provide practical advice to organisations operating in the not-for-profit sector. We assist with not-for-profit structures, companies limited by guarantee, incorporated associations, charity registration, ACNC registration, constitutions, governance, member rights, director or committee duties, Private Ancillary Funds and Deductible Gift Recipient endorsement.

What is a not-for-profit organisation?

A not-for-profit organisation is an organisation that exists for a purpose other than private profit.

The ACNC explains that a not-for-profit organisation can make a profit, provided that profit is applied towards its purposes rather than distributed for the profit, personal gain or other benefit of particular people.

This does not mean the organisation cannot earn income, employ staff, receive donations, hold assets or run activities. It means that any surplus should be applied towards the organisation’s purposes, rather than distributed to members, directors, committee members or other private persons.

Not-for-profit organisations can be established for many purposes, including:

charity and public benevolent work;
community services;
education and training;
religious or cultural activities;
sport and recreation;
advocacy and social impact;
professional or industry purposes; and
member-based activities.

The right structure will depend on the organisation’s purpose, size, funding, activities, members, governance needs and whether charity registration or tax concessions are required.

What structure should a not-for-profit organisation use?

There is no single structure that suits every not-for-profit organisation.

Common structures include:

an incorporated association;
a company limited by guarantee;
a charitable trust;
an unincorporated association; or
another entity structure, depending on the organisation’s purpose and activities.

An incorporated association may be suitable for smaller, state-based community organisations. A company limited by guarantee may be more suitable for larger organisations, national organisations, charities, organisations seeking grants or organisations that require a more formal governance structure.

A charitable trust may be suitable where assets are held and applied for charitable purposes, but it may be less flexible for organisations that need members, boards, employees or active operations.

We can help you choose a structure that reflects your organisation’s purpose, governance needs, funding model and long-term plans.

Do you need to register as a charity?

The ACNC is responsible for registering organisations as charities. To be eligible for registration, an organisation generally needs to be not-for-profit, have charitable purposes for the public benefit and meet the ACNC Governance Standards.

However, charity registration also comes with governance, reporting and compliance obligations. The organisation’s constitution or governing document must usually include appropriate charitable purposes, not-for-profit clauses, winding up clauses and rules about how assets are applied.

Before applying for charity registration, it is important to consider:

whether the organisation’s purposes are charitable;
whether the activities advance those purposes;
whether the governing document is suitable;
who will control the organisation;
whether there are private benefit concerns; and
whether additional tax or Deductible Gift Recipient endorsements are required.

We can advise whether charity registration is suitable and assist with preparing the documents needed to support the application.

When should a not-for-profit organisation review its structure or rules?

A not-for-profit organisation should review its structure and rules whenever its activities, funding, size or governance needs change.

You should consider a review if:

the organisation has grown;
the organisation is applying for grants or charity registration;
the organisation is operating across multiple states;
members or committee members are in dispute;
the constitution is outdated;
the organisation wants to employ staff or enter major contracts;
the organisation wants to change its purposes;
the organisation is considering a governance change; or
there are concerns about compliance.

We can review your structure, constitution and governance documents and advise on whether changes are required.

Structuring Purpose, Strengthening Impact

We help founders, boards and committees establish, manage and protect not-for-profit organisations with clarity, accountability and purpose.

Further Structuring Solutions

Not-For-Profit Organisation Services We Offer

Not-for-profit organisations require the right legal structure, clear governance rules and proper documentation. We assist with establishment, registration, governance, charitable structuring and philanthropic giving structures.

Private Ancillary Funds

We assist with the establishment and governance of Private Ancillary Funds for individuals, families and groups who want a structured vehicle for philanthropic giving.

Companies Limited By Guarantee

We assist with establishing and operating companies limited by guarantee for national organisations, charities and professional bodies.

Incorporated Associations

We assist with establishing incorporated associations for smaller community, sporting, cultural or state-based organisations.

Charity Registration

We assist organisations seeking charity registration, including preparing governing documents and helping organisations understand the requirements for registration and ongoing compliance.

ACNC Compliance

We advise registered charities and not-for-profit organisations on governance obligations, board responsibilities, conflicts of interest, reporting, member rights and constitutional compliance.

DGR Endorsement

We assist not-for-profit organisations and charities considering whether they may be eligible for Deductible Gift Recipient endorsement.

Why seek advice before setting up or changing a not-for-profit organisation?

A not-for-profit organisation should be built on a structure that supports its purpose.

Getting legal advice early helps ensure the organisation is properly established, properly governed and ready to operate with confidence.

Proper Structure

The structure you choose can affect liability, governance, tax concessions, grants and future growth. We help you decide which structure is appropriate for you.

Clear Purpose

A not-for-profit organisation needs clear purposes that reflect what it actually does. We help draft purposes that support registration, governance and compliance.

Better Governance

Good governance starts with clear rules. We prepare and review constitutions that deal with members, directors, committees, voting, conflicts, disputes and use of funds.

Future Readiness

A not-for-profit structure should support the organisation as it grows. We consider future funding, employees, contracts, grants, reporting, interstate activities and governance changes.

How our not-for-profit organisation setup process works

We make the not-for-profit organisation setup process simple and transparent. Here’s what to expect:

Get in touch

Structure Review

Documents and Registration

Ongoing Support

Get in touch

Structure Review

Documents and Registration

Ongoing Support

We’re here to support your
not-for-profit purpose

Our lawyers help not-for-profit organisations choose the right structure, prepare the right documents and create governance arrangements that allow the organisation to operate with confidence.

Why choose us for your not-for-profit organisation?

Our lawyers bring broad structuring experience to help ensure your organisation is properly established, properly governed and aligned with its purpose.

Purpose-Led Structuring

We start with the organisation’s purpose, then build the legal structure around it. This helps ensure the governance arrangements support what the organisation is trying to achieve, rather than forcing it into a generic template.

Practical Governance

We help boards, committees and founders understand how the organisation should be governed. Clear governance reduces uncertainty and gives stakeholders greater confidence.

Registration Support

We assist with the legal documents needed for incorporation, charity registration and related structuring steps. Proper documents improve the organisation’s prospects of registration and reduce the need for later amendments.

Structuring Experience

We do not advise only on not-for-profit organisations. Our broader experience in business structures, companies, trusts, governance and asset protection allows us to consider the organisation’s legal structure in a wider commercial and practical context.