Rare Breeds Trust of Australia Legal Entity

RARE BREEDS TRUST OF AUSTRALIA

Rare Breeds Trust of Australia Legal Entity

Background

The Rare Breeds Trust of Australia is a Company Limted by Guarantee and registered as a charity with the Australian Charities and for Not for Profit Commission. It is classified as a small organisation.

What is a Company Limited by Guarantee (CLG)

A company limited by guarantee is a type of public company that is registered under the Corporations Act 2001 (Corporations Act). This company structure is commonly used for not-for-profit and charitable organisations in Australia. Like all other companies, companies limited by guarantee have obligations under the Corporations Act. Companies limited by guarante have a constitution that sets out specific rules about how the company should be run.

Key features of a Company Limited by Guarantee

Members have limited liability if the company is wound up owing money. The amount members have to pay to help with the costs of winding up the company is limited to the amount each has agreed to contribute as set out in the Constitution. In the case of the Rare .Breeds Trust of Australia that amount is limited to $10.
If the company is wound up and has surplus funds, these will be transferred to charities engaging in similar activities. Members are not entitled to the surplus funds.
Each member of the company has a single vote.
A Company Limited by Guarantee cannot pay dividends, cannot issue shares, and must reinvest any profit towards the organisation’s purposes.

Obligations of a Company Limited by Guarantee

A Company Limited by Guarantee must:

Make their books and records available for inspection by Directors.
Keep written records of members’ meetings and resolutions.
Ensure that no dividends are paid to members.
Hold meetings as required by the Corporations Act.
Comply with additional governance standards if the company is a registered charity.

Rights of directors and members

Directors of a Company Limited by Guarantee generally have the same legal duties, responsibilities and liabilities as Directors of other entities registered as public companies under the Corporations Act.

Books and records

A Director of a Company Limited by Guarantee has a right to access the financial records, and other books and records, of the company.
Members of a small company that is limited by guarantee have the right to access Directors’ reports and financial reports if they are requested by at least 5% of the members of the company

Minutes of meetings

A company must keep a written minutes of the members’ resolutions and meetings.
Members are entitled to inspect, free of charge, the minute books of a company. Generally, the company will keep these at its registered office or principal place of business. If a member requests a copy of the minutes, the company may charge a fee for this service under Schedule 4 to the Corporations Regulations 2001.
Meetings and voting rights Companies limited by guarantee must hold an annual general meeting. The process the company
must follow when calling meetings, conducting meetings and voting at meetings is set out in the Corporations Act, Part 2G.2 . A company’s
constitution may contain rules about meetings dealing with matters not covered by that Act

Companies Limited by Guarantee that are registered charities

The Rare Breeds Trust of Australia is a charity registered with the Australian Charities and Not-for-profits Commission (ACNC) and as such must meet the requirements of the Australian Charities and Not-for- profits Commission Act 2012 and comply with the governance standards in the Australian Charities and Not-for-profits Commission Regulation 2013. This is set out at https://www.acnc.gov.au/for-charities/manage-your-charity/obligations-acnc.