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Positions in a company limited by guarantee
A company limited by guarantee (CLG) is one type of legal structure that is often suitable for a not-for-profit organisation.
There are particular roles in a CLG with different but related responsibilities. The roles in a CLG include:
- members
- directors
- a company secretary, and
- other officers (such as a treasurer or financial controller)
These roles are usually outlined in a CLG’s constitution or other corporate governance policies. These roles may have specific obligations under applicable laws. For example, directors and some other officers owe legal duties under the Corporations Act 2001 (Cth) (Corporations Act) and may be personally liable if they do not comply with those duties.
CLGs must comply with the Corporations Act and Corporations Regulations 2001 (Cth), and if a CLG is a registered charity it must comply with the Australian Charities and Not-for-profits Commission Act 2012 (Cth) and the Australian Charities and Not-for-profits Commission Regulations 2022 (Cth). Our fact sheet below provides information about laws that apply to CLGs and legal obligations that directors and officers should be aware of.
Our fact sheet on governance positions in a CLG covers:
- about CLGs
- key roles in a CLG
- directors, secretaries and other officers
- directors' and officers' duties
For more information on the legal duties that apply to people that govern community organisations, go to our duties resources.
Positions in an incorporated association
If you are starting an incorporated association, or are new to working with one, it is important to understand the key governance roles, who is responsible for managing the association and the legal duties that apply.
Our fact sheet for each state and territory covers:
- about incorporated associations
- key roles in an incorporated association
- the committee
- office holders and the public officer or secretary
- duties that apply to committee members, officers and office holders
- liability of committee members, officers and office holders
Select the state or territory where your organisation will be based and download the relevant fact sheet:
The content on this webpage was last updated in July 2026 and is not legal advice. See full disclaimer and copyright notice.
