Companies limited by guarantee

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

• maintaining charity status by remaining not-for-profit and working towards the charity’s charitable purposes
• submitting an Annual Information Statement each year
• complying with the ACNC Governance Standards and External Conduct Standards
• notifying of changes to:
  • the charity’s company name (including removing ‘Limited’ from the name)
  • the charity’s Address For Service
  • the charity’s Responsible People (its directors) or
  • the charity’s governing document (its constitution).

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).

See our guidance on merging, winding up, and having charity registration revoked for more information.

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

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

• it wants to change its name (including removing ‘Limited’ from the company name)
• its auditor resigns or is removed (in certain circumstances)
• an external administrator is appointed, or
• it winds up or deregisters.

A charity does not have to report annually to ASIC, nor does it need to notify ASIC of certain changes.

See ASIC's guidance for charities registered with the ACNC for more information.

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).

See ASIC's guidance on appointing an auditor for more information.

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.

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 through 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 however have 'Limited' at the end.

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 this as the primary way to contact the charity.

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), however the charity can choose to do so.

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. This can be done 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.