The legal structure you choose for your organisation will affect the way you hold meetings, the minimum number of members, reporting requirements, tax obligations, cost and other considerations.
Most Not For Profits will be choosing between whether to become an incorporated association or a company limited by guarantee but there are other options available.
- Incorporated Associations
- Companies limited by guarantee
- Co-operatives
- Indigenous corporations
- Public funds
- Trusts
- Trade unions
- Acts of Parliament
Things to consider
- Where will the Not For Profit operate? Within Victoria? Across multiple States? Nationally?
- Will there be an active, changing membership?
- What activities will the Not For Profit will be organising and involved in?
- How will the organisation raise money for activities and events?
Different legal structures at a glance
Incorporated associations
- are regulated by Consumer Affairs Victoria (CAV)
- cannot operate outside Victoria unless also registered with the Australian Securities and Investment Commission (ASIC) as an Australian Registered Body
- must have a minimum of five members.
Companies limited by guarantee
- are regulated by Australian Securities and Investment Commission (ASIC)
- can operate nationally, or in more than one State or Territory
- can be set up with only one member, but must have three directors and one secretary.
Co-operatives
- are regulated by Consumer Affairs Victoria (CAV)
- can operate in Victoria
- if registered in Victoria are licensed to operate in all states
- are only suitable as a Not For Profit legal structure if they have rules to prevent surpluses or profits being distributed to members.
Indigenous corporations
- only suitable for Aboriginal and Torres Strait Islander groups
- regulated by the Office of the Registrar of Indigenous Corporations (ORIC)
- can operate anywhere in Australia
- must have a ‘rule book’ - see the Rule book page on the ORIC website.
Public funds
- are set up to collect tax deductible gifts and contributions, and is a requirement for some deductible gift recipient (DGR) categories
- can be established as a separate entity, or as part of a sponsoring organisation
- the Australian Tax Office has more information on Requirements of a public fund.
Trusts
- involves an entity (person, group of people or organisation) holding property or assets for other entities or for particular purposes
- are complex to set up – there are no simple procedures to follow
- should only ever be considered with legal advice.
Trade Unions
Workers in Australia are comprehensively covered by trade unions. Any attempt to start a new Trade Union is likely to be challenged by the Fair Work Commission. Check with the Victorian Trades Hall Council (VTHC) and the Fair Work Commission if you have questions about starting a Trade Union.
- visit the Victorian Trades Hall Council website
- visit the Fair Work Commission website.
Acts of Parliament
Some Not For Profits are set up under an Act of Parliament, e.g. The Old Colonists Association is regulated by the Old Colonists' Association Act 1955. Information about setting up a Not For Profit as an Act of Parliament is outside the scope of this portal.