An Indigenous corporation is a type of incorporated legal structure that may be suitable for some Victorian not-for-profit organisations (see Choosing the right legal structure).
This page provides information on setting up (incorporating) a group as an Indigenous corporation. The information on this website is intended as a guide only, and is not legal advice. If you or your organisation has a specific legal issue, you should seek legal advice before making a decision about what to do.
*NOTE* There are new laws regulating charities. If your indigenous corporation is a registered charity, or plans to register as a charity, these changes will affect your group. For more information go to the PilchConnect information page on the ACNC here.
What is an Indigenous corporation?
An Indigenous corporation is an incorporated legal structure only available for Aboriginal and Torres Strait Islander organisations (it is not available for non-Indigenous organisations). However, it may not necessarily be the most suitable legal structure for Indigenous organisations, and Indigenous organisations are free to choose another more suitable structure (like an incorporated association, company limited by guarantee, co-operative etc).
Like companies limited by guarantee, Indigenous corporations are incorporated under Commonwealth law and are able to operate anywhere in Australia. Members of an Indigenous corporation can choose to have limited liability.
What legislation governs the setting up of an Indigenous corporations?
As mentioned, the Indigenous corporation is available under a Commonwealth law. The Australian Corporations (Aboriginal and Torres Strait Islander) Act 2006 (Cth) is the Act which regulates how Aboriginal and Torres Strait Islander organisations set up and run an Indigenous corporation.
(Indigenous corporations were previously governed by the Aboriginal Councils and Associations Act 1976 (Cth). The Australian Corporations (Aboriginal and Torres Strait Islander) Act replaced this legislation from 1 January 2007 and all existing Indigenous corporations are (automatically) regulated by the new Act.)
The government office responsible for regulating Indigenous corporations is the Office of the Registrar of Indigenous Corporations (ORIC).
What are the advantages of incorporating as an Indigenous corporation?
Some of the advantages of incorporating as an Indigenous corporation (over other forms of incorporation) are:
- the rules / constitution for the company (known as the rule book) can take into account Indigenous customs and traditions;
- registration is free (unlike for incorporated associations and companies limited by guarantee);
- sometimes (especially if it is small) a company may be exempted from producing annual reports;
- Indigenous corporations deal with a specialist regulator (ORIC) rather than the Australian Securities and Investments Commission (ASIC); and
- ORIC have a broader role than pure regulation (enforcement) - they can provide more specialist support, for example, face-to-face training in remote areas, a dispute resolution service, telephone advice etc.
Are all Indigenous corporations not-for-profit?
No. An Indigenous corporation can be structured so that the profits are put back into the corporation or distributed to members. Only Indigenous corporations that are structured so that the profits are put back into the corporation are suitable for not-for-profit groups (for more information about the term 'not-for-profit', see Getting started>Before you start).
How do we set up a not-for-profit Indigenous corporation?
The Office of the Registrar of Indigenous Corporations (ORIC) has developed a step-by-step guide to setting up an Indigenous company. See the Resources section below for relevant links.
To be considered a not-for-profit organisation, you should make sure that your organisation's rule book includes rules that prohibit the distribution of profit or assets to members, either while the corporation is operating or when it ends / winds up.
Office of the Registrar of Indigenous Corporations (ORIC) - Incorporating regulator
Australian Charities and Not-for-Profit Commission - Charitable regulator