A Company Limited by Guarantee in Australia must at least

Henare Degan edited this page Mar 10, 2011 · 1 revision

from the asic website on starting a not for profit company

  • Have at least 3 directors and 1 secretary;
  • Have at least 1 member;
  • Have a registered office address and principal place of business located in Australia;
  • Have its registered office open and accessible to the public;
  • Be internally managed by a Constitution or Replaceable rules;
  • Maintain a register of its members;
  • Keep a record of all directors' and members' meeting minutes and resolutions;
  • Appoint a registered company auditor within 1 month of its registration;
  • Keep proper financial records
  • Prepare, have audited and lodge financial statements and reports at the end of every financial year;
  • Send to its members a copy of its financial statements and reports, unless the member has a standing arrangement with the company not to receive them;
  • Hold an Annual General Meeting once every calendar year within 5 months of the end of its financial year;
  • Receive and review an annual company statement and pay an annual review fee. A charitable or not-for-profit company may be eligible for a reduced annual review fee if it meets the criteria under the definition of 'special purpose company' in regulation 3(a), (b), (c) or (d) of the Corporations (Review Fees) Regulations 2003; and
  • Lodge notices whenever changes to its officeholders, office addresses, constitution and its name occur within specified timeframes as determined by the Corporations Act 2001. As a general guide please refer to "Legal obligations of a company" on our website at www.asic.gov.au/companies for more information.
A company limited by guarantee may also be registered without the word "Limited" in its name. This is only possible if its constitution:
  1. requires the company to pursue charitable purposes only and to apply its income promoting those purposes; and
  2. prohibits the company making distributions to its members and paying fees to its directors; and
  3. requires the directors to approve all other payments the company makes to directors.
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