Factsheet: Governing documents

A charity’s governing documents are the formal documents that set out:

  • the charity’s charitable purpose or purposes
  • that the charity operates on a not-for-profit basis, and
  • the way that the governing body of the charity (such as its committee of management, or board) makes decisions and consults any members.

These documents may have different names, depending on your charity’s structure or form.

Charity structure

What its governing documents are usually called

Incorporated association (usually incorporated under state or territory law)

Statements of purpose 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’s (ORIC’s) rule book for Indigenous corporations

Trust

Trust deed

Co-operative

Constitution

An organisation or body that is incorporated in some other way (such as through an Act of Parliament)

Usually set out or defined in its constituting legislation or charter

Unincorporated associations –  this can include small groups such as church groups or parishes or parents associations

Usually rules, but can be any documents that show the elements described above, and can be enforced against the association.

Identifying your governing documents can be harder if your charity is unincorporated. For example, churches may not have a standard, single set of documents as its governing documents.

It may be that your governing documents are a reference to your constituting legislation, church or canon law. If your charity is a local parish, we suggest that you contact your diocese or other regional or central administrator as they may have made the decision for a group of branches or parishes.

Why you need to provide your governing documents and tell us of any changes

Provide documents

The governing documents are what the ACNC uses to decide whether your organisation is eligible to be registered as a charity, and whether it can remain one. We must consider whether these show that it is not-for-profit, and meets other eligibility criteria.
When applying to register a charity, you must provide the ACNC a copy of your current governing documents or provide a reference to where we can find them, such as an internet address. What you provide to us will be made available on the public ACNC Register. This will allow all members of the public to see how your organisation is governed and what its charitable purposes are.

Read more about applying to register a charity.

Notify us of changes

Under the ACNC Act, you must also notify us if your charity’s governing documents change, and provide a copy of the changed documents. You can do this online through the ACNC Charity Portal.

Read more about notifying the ACNC of charity changes.

Attention - Important information!You may also need to notify other agencies that regulate your charity; for example, if your charity is incorporated you may need to meet the requirements of your state regulator of incorporated associations first, before notifying the ACNC.

What to provide to the ACNC

Current version of your governing documents

Provide the most current version of your charity’s governing documents.

By-laws and regulations

Some charities have information in by-laws or regulations made under their governing documents. These usually contain basic information that the members of your governing body might want to change quickly without needing to go through the formal member approval process of a change to the rules.
Generally, unless the by-laws or regulations set out significant details about your organisation, or we ask for them, you do not need to send these to the ACNC. If the main governing documents set out how the charity is not-for-profit, its charitable purposes, and generally how your charity is governed then this will be sufficient.

How to provide your charity’s governing documents

If you have not already provided your charity’s governing documents to the ACNC as part of a registration application, you can upload them through the Charity Portal.

Our preference is to receive an electronic copy of the governing documents.

If your charity’s documents are very long, or spread across multiple documents, you can combine them into one document (for example, scan them into one PDF) to upload.

If your charity’s governing documents are the same ones used for multiple entities or sub-branches all separately registered as charities, you can send us a link to where they may be on your charity’s or another organisation’s website (to save you providing them multiple times).

Governing documents on the ACNC Register

Your charity’s governing documents will be made available on the public ACNC Register. This will allow all members of the public to see how your organisation is governed and what its charitable purposes are.

Remove personal details

Remove (cross or black out) any personal information (such as the addresses or contact numbers of members or directors) that may have been included in your governing documents (this is not common, but does happen).

Removing any personal details from the governing documents will protect the privacy of people involved in your charity when we publish the governing documents on the ACNC Register.

Read more about our privacy policy.

Contact the ACNC

Phone: 13 ACNC (13 22 62)
Email:advice@acnc.gov.au
Mail: Advice Services, Australian Charities and Not-for-profits Commission, GPO Box 5108, Melbourne VIC 3001
Fax: 1300 232 569