COMPANY (PUBLIC) LIMITED BY GUARANTEE

(Not for Profit)

A public company limited by guarantee is a popular structure for not-for-profit organisations. Not-for-profit entities can be established either as companies under the Corporations Act 2001 (Cth) (the Act) or as associations governed by state or territory laws. For those opting to be a company, the Act requires that the entity adopt a constitution. The Company constitution – public company limited by guarantee is a common precedent used for establishing a public company limited by guarantee, particularly in the not-for-profit sector. This structure is often preferred by not-for-profit organisations that wish to operate with a share-based model, rather than forming an association under state law.

This precedent comes with:

1. Commentary that explains how the ‘guarantee’ works and refers to relevant legislation.
2. A company resolution adopting the constitution.
3. Legal Drafting Handbook