The term Responsible Person refers to someone responsible for governing a charity. Responsible People are important because they make decisions about how a charity is run.
This factsheet provides more details about the ACNC's definition of Responsible People, as well as their duties and obligations.
Generally, a charity’s Responsible People are its board or committee members, or trustees (including insolvency trustees or administrators).
You may be used to terms like ‘company secretary’ or ‘public officer’ under other legislation. Someone may hold one of these roles in your charity, but might not be a Responsible Person.
This table outlines who might be a Responsible Person at your charity. Responsible People may be referred to by different names depending on the type of organisation they are part of.
| Charity structure | Responsible People |
|---|---|
|
Incorporated association (usually incorporated under state or territory law) |
Each of the members of the association’s committee of management |
|
Company limited by guarantee or other company under Corporations Act 2001 (Cth) |
Each of the company’s directors |
|
Indigenous corporations under the Corporations (Aboriginal and Torres Strait Islander) Act 2006(Cth) |
Each of the corporation’s directors |
|
Each of the trustees. If there is a corporate trustee, the directors of that corporate trustee are the Responsible People. |
|
|
Co-operative |
Directors of the co-operative |
|
An organisation or body that is incorporated in some other way (such as through an Act of Parliament) |
The title used will differ depending on the legislation or charter (may be trustee, director or council member) |
|
Unincorporated associations – this can include small groups such as church groups or parishes or Parents and Citizens associations (P&Cs) |
Sometimes it may not be as clear who the appropriate Responsible People are. This may be because the charity is unincorporated without a well-defined governing body, or is a religious organisation with a central governing body and branches or parishes in many locations. But in these organisations, the Responsible People may be the members of the governing body – those directing or guiding the strategic direction of the charity. These people will be responsible for ensuring that it is solvent and well run, and delivering the charitable outcomes. Sometimes there may be a large number of Responsible People, for example a collective where each member is equally responsible to manage the charity. If your charity is a local parish, we suggest that you contact your administrative office because they may have made a decision about which group of people is responsible for the governance of your parish. |
|
If your charity is the subject of insolvency arrangements |
The trustee in bankruptcy, receiver, administrator or a liquidator may also be a Responsible Person. |
Note: Our use of the term Responsible Person is different from the way it is used in tax (such as the Income Tax Assessment Act 1997 (Cth) (for public funds)) and other legislation.
Registered charities must meet the ACNC Governance Standards.
To comply with Governance Standard 4 charities must make sure its Responsible People are suitable. To comply with Governance Standard 5 they must ensure their Responsible People are aware of their duties and comply with them.
To comply with Governance Standard 5, Responsible People must:
- act with reasonable care and diligence
- act honestly and fairly in the best interests of the charity and for its charitable purposes
- not misuse their position or information they gain as a Responsible Person
- disclose actual or potential conflicts of interest
- ensure that the financial affairs of the charity are managed responsibly, and
- not allow the charity to operate while it is insolvent.
In rare situations, the ACNC may suspend or remove a Responsible Person from this role. Find out more about how we ensure charities meet their obligations.
Note: If your charity is a company, registered Australian body or Aboriginal and Torres Strait Islander corporation, the directors of the charity will need a director identification number (director ID)
Charities are expected to maintain the minimum number of Responsible People required for their legal structure as prescribed in the governing legislation, and as stated in their governing document.
| Legal structure | Minimum number as prescribed by legislation |
| Proprietary limited company | 1 |
| Public company | 3 |
| Co-operative | 3 |
Incorporated associations
Incorporated associations must meet the minimum number of Responsible People as prescribed by the state or territory incorporating legislation.
The state or territory model rules may also set out a required number of Responsible People. Incorporated associations that do not use the model rules should refer to the number and positions set out in their governing document. The minimum number must satisfy the requirements prescribed by legislation.
| State or territory | Minimum number as prescribed by legislation | Number in model rules |
| ACT | 3 | 7 (4 office-bearers and 3 ordinary committee members) |
| NSW | 3 | 7 (4 office-bearers and 3 ordinary committee members) |
| QLD | 3 | Minimum number not specified. Rules outline that the management committee consists of a president, treasurer and any other members |
| SA | No legislative minimum requirement | 8 (3 office-bearers and 5 ordinary committee members) |
| TAS | No legislative minimum requirement | Minimum number not specified. Rules provide for 5 office-bearers |
| VIC | No legislative minimum requirement | 4 office-bearers |
| WA | No legislative minimum requirement | 5 (4 officer-bearers and at least 1 ordinary member) |
| NT | No legislative minimum requirement | Minimum number not specified. Rules provide for 4 office-bearers |
| Norfolk Island | No legislative minimum requirement | 6 (4 office-bearers and 2 ordinary members) |
You also must notify us if a Responsible Person is appointed or leaves your charity. To add or remove a Responsible Person, log into the ACNC Charity Portal.
You must provide information for all Responsible People, not just charity office bearers like the president, vice president or treasurer.
When you add a new Responsible Person for your charity, you will be asked for:
- their given and family names
- their date of birth
- any other names they are known by
- their residential address
- their contact phone number and email address
- the position they hold and the date they became a Responsible Person.
Only the Responsible Person’s name and position will appear on the ACNC Charity Register. Other information will not appear on the ACNC Register and is kept for proof of identity purposes.
Note: When adding a new Responsible Person to your charity’s record, you will be prompted to search the ASIC Register of Banned or Disqualified Persons to ensure they don’t appear there.
Why we ask for Responsible Person details
The ACNC needs information about your charity’s Responsible People because our legislation requires us to list their names and positions on the public ACNC Charity Register.
We also need this information so we can:
- contact your charity – the ACNC will talk to Responsible People as representatives of a charity, and we collect information so we have contact details and can do a ‘proof of identity’ check to verify their identity.
- exercise our regulatory power to suspend and remove a Responsible Person – in limited circumstances, the ACNC may need to suspend and remove a Responsible Person. To use this power, we must be able to identify each charity’s Responsible People.
- undertake regulatory activities – all registered charities must continue to meet eligibility requirements in order to remain registered. If there is evidence that a particular Responsible Person is acting in a way that affects eligibility, the personal information of that Responsible Person may be used by the ACNC to aid any investigation or enquiry.
The ACNC collects and holds all information about your charity’s Responsible People securely. Find out more about our privacy policy.
While the roles of chief executive officer, company secretary and public officer are important in terms of your charity’s operation, the people in these roles are only Responsible People if they are a member of your charity’s governing body, such as its board or committee.
A good way to work out if the people in these roles are classed as Responsible People is to check your charity’s governing document.
Your charity’s governing document will often list board positions, such as president or chairperson, vice-president or vice-chairperson, secretary and treasurer, plus any number of ‘ordinary board members’ (people who do not have a named office but are still part of the board).
There may be rules or clauses in the governing document that state how these board members can be appointed or removed, and how they vote. This can help you decide who is actually a Responsible Person, and who attends board or committee meetings only in an advisory role.
If a person is invited to sit in on some board meetings – for example to brief the board – but is not given the same rights as other board members (such as to make formal motions or to vote), they are unlikely to be a Responsible Person.
However if a person – for example a charity’s founder – does not have an official title on a board but still attends meetings, votes on decisions and guides the charity’s direction, they may be considered a Responsible Person.
Authorised People
For administrative purposes, charities can list their Authorised People in the Charity Portal.
An Authorised Person is someone with the authority to speak with the ACNC on behalf of your charity, as well as manage its details and reporting in the Charity Portal.
Common examples of Authorised People include chief executive officer, finance manager or office manager. Charities can also list an agent, such as a lawyer or accountant, as an Authorised Person.
It is up to your charity to decide who is authorised to act on its behalf. You can add new Authorised People to your charity’s records through the Charity Portal.
Temporary board appointments: If your charity appoints someone to its governing body for a short-term period – and this person acts in the role of controlling the charity’s direction and governance – they are still a Responsible Person as set out in the ACNC Act.
You must notify the ACNC of any changes to your charity’s Responsible People, even if these changes are temporary.