Who its Responsible Persons may be
Incorporated association (usually incorporated under state or territory law)
Each of the members of the committee of management of the association
Company limited by guarantee or other company under Corporations Act 2001 (Cth)
Each of the directors of the company
Indigenous corporations under the Corporations (Aboriginal and Torres Strait Islander) Act 2006(Cth)
Each of the directors of the corporation
Each of the trustees (and if there is a corporate trustee, the directors of that corporate trustee are the responsible persons)
Directors of the co-operative
An organisation or body that is incorporated in some other way (such as through an Act of Parliament)
The title used will differ depending on the legislation or charter but the term trustee or director or council member may be used
Unincorporated associations – this can include small groups such as church groups or parishes or parents associations
Sometimes, it may not be as clear who the appropriate Responsible Persons are. This may be because, for example, your charity is unincorporated without a well-defined governing body, or is a religious organisation with a central governing body and branches or parishes in many locations.
The Responsible Persons may be the members of the governing body or those acting in the role of directing or guiding the strategic direction of the charity (rather than day-to-day management). These people will be responsible for ensuring that it is solvent and well run, and delivering the charitable outcomes.
Sometimes there may be a large number of Responsible Persons, for example a collective where each member is equally responsible to manage the charity.
If your charity is a local parish, we suggest that you contact your administrative office because they may have made a decision about which group of people is responsible for the governance of your parish.
If your charity is the subject of insolvency arrangements
The ‘trustee in bankruptcy’, ‘receiver’, ‘administrator’ or a ‘liquidator’ may also be a Responsible Person.
The role of a Responsible Person is an important one for registered charities.
For the ACNC, a Responsible Person is not just your nominated contact person. The term Responsible Person refers to those responsible for governing the charity.
Generally, a charity’s Responsible Persons are its board or committee members, or trustees (including insolvency trustees or administrators).
You may be used to terms like ‘company secretary’ or ‘public officer’ under other legislation. People may hold these roles in your charity but not be Responsible Persons.
Our use of the term Responsible Person is different from the way it is used in tax (such as the Income Tax Assessment Act 1997 (Cth) (for public funds)) and other legislation.
The ACNC requires charities to meet Governance Standards. Under Governance Standard 4 charities must make sure its Responsible Persons are suitable, and under Governance Standard 5 they must ensure their Responsible Persons are aware of their duties and comply with them.
Under Governance Standard 5 Responsible Persons must:
- act with reasonable care and diligence
- act honestly and fairly in the best interests of the charity and for its charitable purposes
- not misuse their position or information they gain as a Responsible Person
- disclose actual or potential conflicts of interest
- ensure that the financial affairs of the charity are managed responsibly, and
- not allow the charity to operate while it is insolvent.
Read more about the Governance Standards.
In rare situations, the ACNC may suspend or remove a Responsible Person from this role. Find out more about how we ensure charities meet their obligations.
You also must tell us each and every time a Responsible Person takes on or finishes a role as a Responsible Person. This includes any change in their role - for example, if an ordinary board member at your charity becomes treasurer.
You must provide information of all board members to be listed as Responsible Persons, not just office bearers like the president, vice president or treasurer. Include both office bearers and ordinary board members.
To update these details, you can log into the ACNC Charity Portal
When you update your charity’s Responsible Person details, you will be asked for:
- their given names, family name, date of birth
- any other names they are known by
- their residential address
- their contact phone numbers, email address
- the position they hold and the date they became a Responsible Person.
ONLY the Responsible Person’s name and position will appear on the ACNC Register. The other information will NOT appear on the ACNC Register and is kept for proof of identity purposes.
For new Responsible Persons, you will be asked if you have searched the ASIC Register of Banned or Disqualified Persons.
The ACNC needs information about your charity’s Responsible Persons because our legislation requires us to list their names and positions on the public ACNC Charity Register. We also need this information so we can:
- contact your charity – generally, the ACNC will talk to Responsible Persons as representatives of a charity, and we collect information so we have contact details and can do a ‘proof of identity’ check
- exercise our regulatory power to suspend and remove a responsible person – in limited circumstances, the ACNC may need to suspend and remove a responsible person. To use this power we must be able to identify the Responsible Persons of each charity
- undertake regulatory activities – as part of being a registered charity, all organisations must continue to be eligible to registration. If there was evidence that a particular Responsible Person was acting in a way that affects eligibility, such as using charitable money for private benefit, the personal information of that Responsible Person may be used by the ACNC to find out more about this.
While the roles of CEO, company secretary and public officer are important for running your charity, the person in these roles can only be a responsible person if they are a member of your charity’s governing body, such as its board or management committee.
Just because a chief executive officer (CEO), a chief financial officer (CFO) or other officer attends board meetings to report to the board, this does not make them a responsible person.
A good way to work out if they are a responsible person is to check your charity’s governing documents. These documents will often list the positions on the board, such as president or chairperson, vice-president or vice-chairperson, secretary and treasurer, plus any number of ‘ordinary board members’ (those who do not have a named office but are still part of the board).
Often there will be rules or clauses in governing documents stating how these board members can be appointed or removed, and how they vote. This can help you decide who is actually a board member and who attends board or committee meetings only to advise the board.
If a person is invited to sit in on some board meetings, for example to brief the board, but is not given the same rights as other board members (such as to make formal motions or to vote), this person is unlikely to be a Responsible Person.
On the other hand, if a person (such as, for example, a founder of a charity) does not have an official title on a board but still attends meetings, votes on decisions and guides the direction of the charity, this person may be considered a Responsible Person.
If you appoint a person to your charity’s governing body for a short term period, and this person acts in the role of controlling the direction and governance of your charity, he or she is still a Responsible Person as set out by the ACNC Act.
You need to notify the ACNC of any changes to your Responsible Persons by logging in to the ACNC Charity Portal.