Articles written By Better Boards

Difference between a Company Limited by Shares and Company Limited by Guarantee

What are the key differences between a company limited by shares and a company limited by guarantee? Is one better than the other? Under Australian law, there are two main types of company structures: proprietary companies and public companies. A closer look reveals that these businesses usually operate either as companies limited by shares (CLS) or companies limited by guarantee (CLG). The difference between the CLG vs CLS structure is primarily in the ways each approaches liability, voting and dividend rights, and share distribution.

Hire, Review & Fire: Understanding the CEO Lifecycle

Join our panel of experts as they delve into the intricate CEO engagement lifecycle, from hiring to potential separation. The conversation will focus on the challenges Boards face in selecting the ideal CEO capable of implementing strategy and leading the organisation effectively. The panel will also explore how to gauge a CEO’s performance and what corrective measures can be taken if things aren’t going as planned. The panel will aim to answer three key questions:

Winding Up an NFP – Practical Tips

Winding up can be a tricky area, requiring a sustained effort and engagement between the Board, management and stakeholders to meet the various requirements involved. It is critical to ensure that the process is planned and implemented properly. This session will look at the reasons you might wind up an NFP, the steps to follow and issues to be aware of. In this session Jason will: Explore reasons you might wind up an NFP Consider transfer of assets and successor organisations Examine key requirements found in NFP Constitutions and at law Provide details of the timing, paperwork and steps to be followed Consider the worst case scenario of insolvency and Director liability This presentation will provide attendees with the tools to navigate the winding up process.

What is a Company Limited by Shares (CLS)?

A company limited by shares (CLS) is one of the most common structures used to conduct business in Australia. As a company founder, the legal structure you choose determines the activities your organisation can legally carry out. Forming a CLS is a good option for organisations planning to conduct commercial activities and can help protect group owners from personal liability. The Corporations Act 2001 (Cth) defines a company limited by shares as “a company formed on the principle of having the liability of its members limited to the amount (if any) unpaid on the shares respectively held by them.

What's next in Directors Duties?

With roots reaching back to England’s Court of Chancery, directors’ duties have evolved over time and continue to change today. Join our panel to explore how strategy, climate risk, cybersecurity, and whistleblowing are shaping and informing directors’ obligations in new ways. Though the core duties like acting with due care and diligence have established minimum expectations - such as proactively gaining company knowledge, monitoring affairs, and critically evaluating matters - what these entail is expanding.

What is a Body Corporate in Australia?

A body corporate, or owner’s corporation, is one of several incorporated legal entities in Australia that use a group structure as a management model. In Australia, a general body corporate represents a group of independent owners who run the company as a corporation to develop, manage, and maintain jointly owned land. Bodies corporate hold the same powers and manage their affairs in a similar way to other incorporated entities, but are regulated by the state in which they are located.

What is a Public Benevolent Institution (PBI) in Australia?

A public benevolent institution (PBI) is one of several subtypes of charities able to register with the Australian taxation Office and apply for tax concessions. The purpose of a PBI is to ‘relieve poverty or distress’ in a community by providing services to people in need. Like other charities, PBIs have both legal obligations and benefits. One such benefit is that they are eligible to receive the deductible gift recipient status.

ESG

Environmental, social, and governance (ESG) factors have become essential considerations for organisations and their boards, regardless of corporate structure or ownership. While ESG originated with publicly traded firms, its principles have growing implications for private companies and not-for-profits as well. ESG refers to three central non-financial factors when evaluating the broader impacts of an organisation’s operations beyond purely financial returns. These include: Environmental - How the organisation affects the natural environment through impacts like resource usage, emissions, waste, conservation, and stewardship.

School Governance: The Unique Challenges & Opportunities

🚨 Complimentary Webinar: Limited to 95 live attendee spaces 🚨 Join Craig Harvey, a Certified Practicing Accountant with over 20 years of experience working with Schools and Not for Profits to discover the tools needed to govern your school well. In this webinar, you will learn: The key components of Schools as Not for Profit organisations The tools for effective governance The roles of the Board and Management in governing and operating the School Best practices for communication and reporting to support governance The importance of accountability in governance the role of Board and Executive appraisal as a key tool to achieve best practice accountability

What are the non-profit structures in New Zealand Aotearoa?

There is enormous diversity within Aotearoa’s non-profit sector and the different non-profit structures organisations have to choose from. Not-for-profits and charities in New Zealand range from large nationally organised entities and associations to semi-corporate and small, to informal groups that rely on casual volunteering1. Most non-profit organisations rely on donations, gift giving/koha, government grants and contracts, service fee revenue, income from trading, investments or dividends, sponsorships, and membership fees to fund their activities.