Choosing the right incorporated legal structure
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New uniform laws for co-operatives, known as the Co-operatives National Law (CNL), are proposed to commence in Victoria and New South Wales in March 2014 with other States and Territories to follow. You can read more about the Australian Uniform Co-operatives Legislative Agreement which outlines the introduction and operation of the CNL here.
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New laws for Victorian incorporated associations came into effect on 26 November 2012. The resources in this section have been updated to reflect the new laws. The new Associations Incorporation Reform Act 2012 (Vic) can be accessed here, and you can read more about the changes at Consumer Affairs Victoria's website here.
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This legal information is for people in Victoria who have decided to incorporate their not-for-profit community group. (For more information about starting a not-for-profit group and deciding to incorporate see Before you start and The incorporation decision).
The people involved in your group will need to make a decision about which incorporated legal structure may best suit the aims, activities and culture of the group. (From now on, just for the sake of clarity, we will refer to ‘your organisation' rather than ‘your group').
Choosing the right incorporated structure for your organisation is a very important legal decision as it has consequences for:
- where your organisation is allowed to operate (ie. only in Victoria or interstate)
- what activities your organisation is allowed to undertake
- the costs of your organisations operations
- who your organisation must provide information to (ie. a government regulator)
- what kind and level (detail) of information your organisation must provide, and
- a number of other factors.
Because choosing an incorporated legal structure has such important consequences for the operation of an organisation, many organisations may want to seek specific legal advice on this issue. The following legal information resources are to help people who want to incorporate an organisation in Victoria, to understand the main options available, and the characteristics of each kind of incorporated structure.
*NOTE* There are new laws regulating charities. For more information about these changes go to the PilchConnect information on the ACNC here.
Information sheet: Overview of incorporated legal structures for Victorian not-for-profit organisations
This information sheet provides an overview of the main characteristics of incorporated legal structures which are suitable for not-for-profit community organisations including:
- incorporated associations
- company limited by guarantees
- indigenous corporations, and
- co-operatives.
Information sheet: Incorporated association or company limited by guarantee?
For many Victorian not-for-profit organisations, the decision about which incorporated structure to choose often comes down to whether the organisation should be an incorporated association or a company limited by guarantee. This information sheet sets out in more detail the differences between these two structures, and the benefits and limitations of both structures.
Before reading this resource, it is important to think about whether your group will be (or will seek to be) a charity.
Legislation
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This link is to the legislation that regulates incorporated associations in Victoria.
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This is a link to the legislation that regulates companies limited by guarantee in Australia.
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This is a link to the legislation that regulates co-operatives in Victoria.
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This is a link to the legislation that regulates Indigenous corporations in Australia.
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This is a link to the legislation that regulates charities in Australia.
Incoporating regulators
Incorporated Associations
Companies limited by guarantee