It is easy to lose the thread of the multitude of regulatory and compliance materials at the State and Federal levels of government over the festive season and holidays.

We have provided a summary of many of the current issues in the not-for-profit and charity sectors to ease you back into the fray and have you “at the table rather than being on the menu.”

Queensland incorporated associations

There were no changes to the law relating to Queensland incorporated associations in 2025.

However, the 2024 changes are still catching up with many associations.

Dispute resolution procedures

Incorporated associations must follow the specific grievance procedures in the model rules or adopt another compliant procedure in their constitution.

If you wish to follow the model rules’ grievance procedure, you don’t need to make any changes to your constitution—the model rules procedure automatically applies.

If you wish to follow a custom grievance procedure, you will need to adopt it into your constitution.

If you have a grievance procedure in your rules that does not comply with the changes effective 1 July 2024, it becomes invalid, and you must follow the model rules grievance procedure.

Remuneration

From 1 July 2024, all incorporated associations must disclose remuneration and other benefits at their annual general meeting (AGM), even if the amount reported is zero. This applies to benefits and remuneration provided to members of the management committee, senior staff, and their relatives.

Remuneration and benefits may be disclosed as the total value given to all persons, but must include the number of people who benefited. This requirement is intended to provide greater transparency and accountability within associations and to enable members to assess whether remuneration and benefits paid to key individuals were an appropriate use of the association’s resources.

Incorporated associations registered with the ACNC that are exempt from submitting annual financial reports to OFT are not exempt from this requirement.

Companies limited by guarantee

Again, there have been no significant legislative amendments affecting companies limited by guarantee.

Updating the ASIC Register

An ongoing issue for charitable companies is whether to keep both the ASIC company register and the ACNC charity register updated.

To facilitate the ACNC’s role as the primary regulator of charities and to reduce red tape for charitable companies, Corporations Act 2001 (Act) sections that require companies to notify ASIC where there are changes to the details of a director, where new directors are appointed, and where a person stops being a director of a company were ‘switched off”. This was to reduce the paperwork burden on charities.

In our experience, a charitable company that does not keep its ASIC records of office-bearers up to date can encounter several issues. It is widespread that many organisations with whom charities interact and rely on regularly (such as banks and financial institutions, and other third parties) insist on relying on ASIC’s outdated records despite the ACNC register being more up to date, resulting in charitable companies being unable to update signatories and key representatives quickly and easily for bank/financial institution accounts, investments and contracts. There are other issues regarding ATO default notices.

We suggest you consider updating your ASIC records as well as ACNC records.

Updated ACNC Model Constitutions

The ACNC has refreshed its model constitution for companies limited by guarantee. It includes:

  • a standard template constitution; and
  • tailored template constitutions for CLGs that have, or are applying for:
    • deductible gift recipient (DGR) endorsement as a whole (requiring a gift fund to be maintained);
    • DGR endorsement for the operation of a fund, authority, or institution;
    • registration as a Health Promotion Charity; or
    • registration as a Public Benevolent Institution.

Each template addresses core governance issues central to charitable operations, including not-for-profit and winding-up clauses, membership structures and rights, director appointment, removal and duties, and compliance with the ACNC Governance Standards.

A key innovation in the templates is the integrated prompt system, which encourages boards to actively consider how each provision operates in practice and whether it suits their organisation’s structure and activities. Rather than defaulting to a standard set of clauses, the prompts explain the function of provisions, outline available options for tailoring and link choices back to the ACNC Governance Standards. This approach positions the constitution as a practical governance tool that boards can adapt and revisit as their charity evolves.

The templates are further supported by detailed guidance notes that:

identify mandatory clauses for registered charities;

highlight clauses that require active consideration by the organisation; and

provide prompts to help the board customise provisions to their specific governance needs.

Fundraising

In February 2023, it was announced that the Commonwealth, State, and Territory Treasurers agreed to implement the National Fundraising Principles, (Principles) a set of nationally consistent fundraising principles.

Queensland released its implementation plan in November 2023, noting it intends to amend the Collections Regulation 2008 (Qld) to apply the Principles and repeal existing conduct provisions. The plan provides no timeframe for implementation.

Queensland Trusts Act

The new Trusts Act is due to come into force in May 2026.

It was developed in response to the recommendations of the Queensland Law Reform Commission, which conducted a broad-ranging review of the Trusts Act 1973 in 2013.

While the common law has extensive duties for trustees and charity trustees, the new Trusts Act now sets out duties that were not included in the previous Act. Charities registered with the ACNC will also be subject to the governance standards set out in the ACNC Act.

The trustee has a duty to exercise the care, diligence, and skill that a prudent person having that special knowledge or experience would exercise in managing the affairs of other persons when administering a trust.

The duties include:

  • The duty to act honestly and in good faith, and for charities, to further the purposes of the trust,
  • The duty to keep accounts and other records, and
  • The duty to make accounts available for inspection and to provide copies.

Trustees engaged in a profession, business, or employment that manages the affairs of others, and non-professional trustees who hold themselves out as having special knowledge or experience in administering trusts or a particular type of trust, are held to a higher standard commensurate with their profession or professed skills.

The new Trusts Act allows the personal representative of the last continuing trustee of a Trust who is dead to appoint a replacement trustee or trustees where there is no appointor under the trust instrument, or no appointor who is willing and able to act, to appoint a new trustee.

The new Trusts Act also gives the Court the power to review and reduce excessive amounts for commission and professional charges charged by a trustee on its own initiative or on an application by an interested person.

Charitable trusts cannot unilaterally change their purposes at common law. A change of purposes requires the approval of the Supreme Court, which can be a lengthy and expensive process known as cy-près (as near as possible to the instrument’s original intent).

It is not available on the whim of the trustees but in situations where achieving charitable purposes becomes impossible, impracticable, or illegal to enforce under the charitable trusts’ original terms.

Charitable trustees must, by law, pursue cy-près if the purposes cannot be carried out effectively.

The Supreme Court can now consider wider matters than just the ‘spirit of the trust’, including the social and economic conditions prevailing at the time of the proposed change to the trust’s purposes.

A further alteration to streamline the cy-près Bill will enable the Attorney-General to approve a scheme to allow trust property to be applied cy-près where:

  • a trustee makes an application to the Attorney-General;
  • the Court has not previously changed the purposes of the trust, and
  • the value of the trust property does not exceed the District Court’s monetary limit (at present $750,000).

The new Trusts Act will also align Queensland with Western Australia and permit ancillary funds to make grants to a broader spectrum of organisations.

ACNC regulatory focus

The ACNC annually publishes information on the regulatory areas it will focus on.

In 2025-26, it will focus on:

  • effective record keeping; and
  • charities that are at risk of being misused to launder money or finance terrorism.

Effective record keeping

The ACNC Act requires a charity to keep 2 types of records:

  • financial records, and
  • operational records.

Financial records must:

  • correctly record and explain how a charity receives and spends its money or other assets (transactions)
  • correctly record and explain a charity’s financial position and performance, and
  • allow for true and fair financial statements to be prepared and audited or reviewed, if required.

Operational records must show how a charity:

  • is entitled to be registered as a charity and as its sub-types;
  • meets its obligations under the ACNC Act, and
  • meets its obligations under tax law.

A common pitfall is for groups of charities to fail to hold separate meetings and records for each charity. Combining meetings, minutes and records is a fertile ground for ACNC breaches.

Money laundering and financing terror

The ACNC’s focus will be on ensuring charities:

  • understand the risks they face due to their operating locations and activities;
  • have strong governance arrangements – including appropriate financial controls, as well as proper risk management policies and procedures;
  • have established appropriate due diligence measures – including oversight and monitoring of their partners, their overseas projects and funds sent overseas, and
  • keep appropriate records and report annually to the ACNC.

ACNC Guidance is available on the requirements.

ATO areas of focus 2025-26

The ATO has privately owned and wealthy groups on its radar in 2025–26.

There is no specific mention of ancillary funds or other not-for-profit industry sectors being within their scope for special attention.

However, in the ATO’s Not-for-Profit Newsletter in May 2025, they indicated that, the key areas that attract their attention focus on whether NFPs are:

  • operating for purpose – especially whether NFP entities are applying income and assets solely for purpose, and that they’re operating in accordance with their governing documents;
  • complying with ancillary fund guidance – with the growth of NFP vehicles such as ancillary funds, it is critical to sector confidence that the guidelines underpinning both public and private ancillary funds are adhered to;
  • meeting the reporting obligations for self-assessing income tax exempt NFPs – while the new reporting obligations have not been driven by a change in the law, we acknowledge they have exposed gaps in NFP’s compliance with the law. We’ll continue to support the sector as organisations transition to their correct taxable status; and
  • doing the right thing where we see emerging issues it’s important NFPs remain vigilant and meet all their tax and super obligations. Recently, we flagged a focus on correct GST reporting and rising debt levels.

New laws to ease ACNC secrecy provisions

The secrecy provisions, allowing the Australian Charities and Not-for-profits Commission (ACNC) to make increased disclosures about its regulatory activities, particularly investigations, in specific circumstances, have passed Parliament and were assented to on 4 December 2025.

The ACNC’s updated guidance on secrecy provisions is available from its website.

Merger control

From 1 January 2026, some mergers may also need approval from the Australian Competition and Consumer Commission (ACCC) under new rules. Under the new mandatory merger control regime, businesses contemplating an acquisition that meets certain thresholds must notify the ACCC and await approval before the acquisition can proceed. Some not-for-profit organisations may fall within the scope of the regime.

ATO change to payment of employees’ superannuation guarantee

From 1 July 2026, employers will be required to pay their employees’ superannuation guarantee at the same time as their salary and wages, and the super fund will receive it within 7 business days. Organisations may currently be paying super contributions fortnightly, monthly or even quarterly, so this will be a significant change that will require careful cashflow management.

ATO future information – ato.gov.au/paydaysuper.

Cyber incidents

From 30 May 2025, entities carrying on business in Australia with an annual turnover of $3 million or more in the previous financial year must report ransomware and cyber extortion payments. These reports must be made within 72 hours of the payment being made or of becoming aware that a payment has been made.

Consultations, inquiries, recommendation implementation in progress

Productivity Commission report on philanthropic giving

The Commission made 19 final recommendations, focusing on 4 main areas:

  • improving the system that determines which charities have access to tax‑deductible donations;
  • improving access to philanthropic networks for Aboriginal and Torres Strait Islander people;
  • enhancing the regulatory framework for charities and ancillary funds, and
  • improving public information on charities and donations.

The Government is still considering its full response to the inquiry, but the recommended changes to tax settings for donations to school building funds are not being considered.

It has consulted on changes to ancillary fund distributions and their names.

The government has also announced it will remove the requirement that a gift must be at least $2 before a donor can claim a tax deduction. This will support greater participation in philanthropy by encouraging small donations, including rounding up purchases at the point of sale in-store and online.

The Not‑for‑profit Sector Development Blueprint

The blueprint sets out priorities for development and reform of the not-for-profit sector over the next decade.

The blueprint includes 18 initiatives grouped across 3 pillars:

  • an enabling operational and regulatory environment, focused on funding, improved philanthropy and harmonising regulation and data collection,
  • a strong people‑led and purpose‑driven sector, focused on co‑governance, co‑design and shared decision making, including Aboriginal and Torres Strait Islander self‑determination and community control, and
  • an adaptive and dynamic sector, focused on innovation, digital transformation, and improved outcomes measurement.

The Government is considering the proposals in the blueprint, alongside those from the Productivity Commission’s philanthropy inquiry, to guide short-medium and long‑term reform paths for the sector.

Insurance

The Parliamentary Joint Committee on Corporations and Financial Services is holding an inquiry into the provision, regulation, and pricing of modern insurance products for small businesses and not-for-profit and community organisations operating in Australia.

It will include:

  • access to insurance coverage which meets contemporary business needs, including public liability, professional indemnity, cyber threats, and business interruption;
  • the affordability and availability of these insurance products across different regions and sectors, including regional and remote Australia and high-risk industries;
  • the adequacy of the current regulatory framework in addressing modern insurance challenges; and
  • any related matters.

It is due to report in October 2026.

Redress scheme

The Joint Standing Committee on the Implementation of the National Redress Scheme (Scheme) has launched an inquiry into the Scheme’s ongoing operation and invites submissions to inform its findings.

The Scheme is scheduled to conclude on 30 June 2028, and the inquiry will primarily examine the outstanding case management load, the availability and effectiveness of support services for applicants, and the transition arrangements as the Scheme approaches its end.

The Committee will also assess whether the Scheme is achieving its intended objectives and meeting the expectations of survivors and the broader community.

ACNC Housing CIS

The ACNC is currently undertaking public consultation on a revised and updated version of the Commissioner’s Interpretation Statement on Housing until 16 January 2026.

ATO ancillary funds

The ATO has released TD 2025/D3 on ancillary funds providing benefits direct and indirect.

The determination provides the Commissioner of Taxation’s view on the meaning of “benefits” in 2 key provisions of the guidelines governing ancillary funds:

  • Subsection 15(4): outlines how ancillary funds can meet their mandatory annual distribution requirements to eligible deductible gift recipients (DGRs).
  • Subsection 22(3): prohibits ancillary funds from providing benefits (directly or indirectly) to “related entities” (such as founders, major donors, or their associates).

Summary

While 2025 may be remembered as a year of relatively modest legislative change, it would be a mistake to characterise the regulatory environment for charities and not-for-profits as static. The cumulative effect of reforms already in place, together with the clear direction of travel for 2026 and beyond, points to heightened expectations around governance, transparency, record-keeping, and financial discipline.

Organisations that review their constitutions, governance frameworks, registers, financial controls, and record-keeping practices now will be far better placed to respond to regulatory scrutiny and sector reform as it unfolds. The message from regulators is increasingly consistent: compliance is not a one-off exercise, but an ongoing demonstration that an organisation is operating for purpose, with integrity, and in a way that justifies the public trust placed in the sector.