Changing Your NFP's Legal Structure (Panel)

Changing Your NFP's Legal Structure (Panel)

From Incorporated Association to Company Limited by Guarantee

Aaron Goldsworthy

Aaron Goldsworthy

Senior Consultant @ Australian Strategic Services

Better Boards is pleased to present "Changing Your NFP's Legal Structure (Panel)" in partnership with Aaron Goldsworthy, Senior Consultant @ Australian Strategic Services.

Leaders of not-for-profit (NFP) organisations face increasing demand for structure, accountability and transparency from members, government funders, regulators, and donors. There is also considerable growth of NFPs into multi-million-dollar organisations. How an NFP is incorporated (its legal entity) is one factor influencing how NFPs are run, and which informs perceptions of internal and external stakeholders about an NFPs governance.

Legally, the process of incorporation creates an entity separate from the people who control it. Two of the most common entity types are an incorporated association (Inc) under state-based laws or a company limited by guarantee (company limited) under Commonwealth law.

For not-for-profits (NFP) they provide a range of benefits, including:

  • perpetual succession or continuation of the organisation;
  • the ability of the entity to hold rights and obligations separate from the members and directors (or committee members); and
  • limiting member liability to the membership fees (for Incs) or the amount of the guarantee (for companies limited).

Join this Better Boards webinar to strengthen your understanding and knowledge of:

  • what are the key differences, benefits and values of each of these entity types;
  • which entity is right for your NFP;
  • how do you decide and does it matter which entity type you use;
  • if you are an Inc, is there a reason to change to a company limited; and
  • how and why do you go about changing from an Inc to a company limited?


Aaron Goldsworthy – Senior Consultant @ Australian Strategic Services (Panel Moderator)

Aaron Goldsworthy A Senior Consultant with Australian Strategic Services for over 5 years Aaron assists boards and individual directors to not only understand what their duties at law are but the future aged care and healthcare looks like. He has worked with a wide variety of aged care and health care boards, chief executive officers and executives on a range of projects including detailed review of where the Board’s or organisations documentation and processes sit against standards, quality frameworks and legislation, board assessments and reviews, drafting and documenting enterprise/organisation wide governance and risk management frameworks, strategic planning, business development, amalgamations and mergers and industry big picture trends and research.

Catherine Daley - Chief Executive Officer @ integratedliving Australia

Catherine Daley From humble beginnings in the Upper Hunter of NSW, integratedliving Australia now supports clients and their families across five states and two territories. with a dedicated team focused on ensuring access to health and wellbeing services. Catherine is passionate about the equity of services for regional, rural and remote communities, ensuring that integratedliving is an integral part of each community’s ‘fabric’, contributing to the social, economic and environmental wellbeing of the communities in which we live and work. Catherine is an entrepreneurial, strategic and engaging leader, who turns concepts and strategies into practical projects. She seeks innovative technology solutions and champions services that improve the quality of life and enhancement of people’s health and wellbeing. Catherine was awarded Ageing Asia's 2019 Global Ageing Trailblazer Award, recognising her outstanding achievements as a multi-disciplinary entrepreneur who inspires others with a portfolio of work that creates impact and advances the standards of living for older people in their country of residence. Catherine holds an MBA, BA, and Dip Adult Education, MAICD.

Jonathan Teh - Principal @ Russell Kennedy

Jonathan Teh Jonathan assists his not-for-profit, health, care and community services clients with their governance, legal structures and commercial contracts. He regularly helps to create, merge and restructure not-for-profits. He also advises on corporate governance, Corporations Act issues, design of Boards and membership, modernising constitutions and contentious member meetings. Jonathan also develops funding agreements, services/management agreements, health practitioner agreements and NDIS service agreements.

Therese Desmond - Chief Executive Officer @ OC Connections therese desmond

Therese Desmond is the Chief Executive Officer of OC Connections Limited. Therese has held senior executive roles in disability, community health, acute hospital settings, as well as child and family and aged care environments in not-for-profit and for-profit organisations across metropolitan and rural regions for more than 30 years. Since beginning with OC Connections in 2014, Therese has successfully navigated the organisation through a range of changes and challenges. These include the complex transition to the NDIS while implementing and achieving the strategic goals set by the Board, a large-scale housing redevelopment and subsequent closure of outdated congregate-care facilities, and the unprecedented challenges of the Covid-19 pandemic. In 2017 the OC Connections Board determined that it was important for the organization to move from an Incorporated Association to a Company Limited by Guarantee. Therese had also worked for State Government and in health and human services consulting with KPMG. Therese is a member of the Australian Institute of Company Directors, the National Disability Services National Committee on Housing and Support, the CEO Institute and a number of sector collaboration and advocacy organisations and until recently was a board member of Banksia Palliative Care Service.


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