(Not For Profit Companies)

A company can be incorporated in Australia which is Limited by Guarantee (as opposed to a company limited by shares). In such a company the liability of its members is limited to such amount as the members may undertake to contribute to the assets of the company in the event of it being wound up.

This type of company structure is commonly used for non-profit organizations. In some cases those organizations obtain an approval from the Minister (via the ASIC) to omit the word "Limited" from their names. (Additional non-refundable fees are payable to the ASIC and Shelfcom in respect of such applications)

A company Limited by Guarantee is a Public Company, therefore it must have at least three (3) directors, two of whom must be residents of Australia, and at least one member.

Its Constitution must make provision: -

1. Requiring it to pursue charitable or non profit purposes only and to apply its income for the promotion of those purposes only.
2. Prohibiting it from making distributions to its members or paying fees to its directors.
3. Requiring its directors to approve all other payments the company makes to them.

Such companies are incorporated for charities, clubs and associations Shelfcom is able to customise its standard Constitution to include a full description of the objects of the company, its methodologies of raising income and the purposes to which it will be put and can include joining fees and annual fees payable by members, or not.

The company's proposed Constitution must be lodged with the Australian Securities and Investments Commission (ASIC) when lodging the incorporation documents.

Such companies may also apply to the Australian Taxation Office for various exemptions from tax.

To apply for a Company Limited by Guarantee you must complete our standard Company Order Form plus a supplemental Form for such companies.

Our Fee includes the ASIC registration fee and GST $1,155.00.

Shelfcom's documentation for such companies is presented as for our "Professional" package.

Order Form - Companies Limited By Guarantee