Companies Limited by Guarantee

Companies Limited by Guarantee

Prior to the Australian Charities and Not-for-profit Commission Act 2012 (the “Act”) incorporated associations were administered by States or Territories while companies limited by guarantee were subject by the Australian Securities and Investments Commission regime. 

With the introduction of the Act, NFPs are now subject to both Commonwealth and State and Territory Legislation and the team at Bennett & Philp Lawyers can provide expert advice in managing the requirements of the Australian Charities and Not-for-Profits Commision.

The following are matters which may influence an NFP whether to remain as an incorporated association or to change to a company limited by guarantee including:

  • “operating” in more than one State or Territory i.e.. trans jurisdictions
  • ASIC reporting requirements including:
    • Information on directors
    • Lodging financial reports and directors’ reports
    • Providing financial reports and directors’ reports and auditors’ reports to its members
    • Auditing of accounts for a company with annual revenue of $1M or greater
  • Liability of members; and
  • Costs of compliance.

As a general rule NFPs which have a cross border operation and a turnover of $2M or more are likely to find a company limited by guarantee as the better legal entity by which to conduct its operations. Need help in deciding your organisation's future responsibilities and direction? Call us today on +61 7 3001 2999.