Corporations Act provisions that no longer apply to charities registered with the ACNC

Certain provisions in the Corporations Act no longer apply to bodies corporate registered under the ACNC Act. The provisions that have been 'turned' off are listed in the table below.

Provisions that no longer apply

Summary of provisions

Directors duties

sections 180 to 183; and section 185, to the extent that it relates to sections 180 to 183

Civil obligations of directors and other officers to: - exercise due care and diligence - act in good faith - not improperly use their position, and - not improperly use company information

section 188, to the extent that it relates to another provision mentioned in this table

Responsibilities of secretaries and directors for certain contraventions

section 191 - 194

Interests of directors

Corporate reporting

subsection 136(5)

Public company must lodge with ASIC a copy of a special resolution adopting, modifying or repealing its constitution

section 138

ASIC may direct company to lodge consolidated constitution

section 139

Company must send copy of constitution to member

subsection 142(2), section 146 and subsection 146A(2)

Company must notify ASIC of changes of address

section 201L and 205A to 205C; section 205D, to the extent it relates to section 205B, and section 205E

Public information about directors

Chapter 2N

Updating ASIC information about companies and registered schemes

Part 2G.2 (other than sections 250PAA and 250PAB); and Part 2G.3, to the extent that it relates to meetings of the body corporate's members

Meetings of members

Parts 2M.1 to 2M.3

Financial reports and audit

sections 601CDA, 601CK and 601CTA

Foreign companies

subsection 601CT(3), section 601CV and subsection 601DH(1) to (1A)

Registered body must notify ASIC of certain changes

Note: The Corporations Act also contains a table of provisions that will no longer be applicable to bodies corporate registered under the ACNC Act (see section 111L(1)).

What this means for company directors and officers

Governance standard 5 (an ACNC governance standard) requires that directors of companies that are registered charities understand and comply with certain duties. This standard is based on and replaces some of the sections that applied to directors of registered charities under the Corporations Act.

The following provisions of the Corporations Act have been 'turned off' for companies registered with the ACNC:

  • sections 180 to 183 (civil obligations of directors and other officers to exercise due care and diligence, act in good faith and not to improperly use their position or company information)
  • section 188, to the extent it relates to other provisions that have been 'turned off' (responsibilities of secretaries and directors for certain contraventions), and
  • sections 191 to 194 (obligation of director to disclose material personal interest).

Instead, registered charities are required to take reasonable steps to ensure that any responsible persons comply with governance standard 5. For a registered charity that is also a company under the Corporations Act 2001, its responsible persons are each of the directors of the company and the duties contained in governance standard 5 apply to each director.

Other officers of a company may also be responsible persons depending on their responsibilities. For more information, see ACNC's guidance on responsible persons.

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Last updated: 18/07/2017 06:20