---
title: "Constitution for a charitable company limited by guarantee (ACNC templates): selection and adaptation guide"
url: "https://ailawframework.com/precedents/not-for-profit-charities-and-associations/clg-charity-constitution"
type: "precedent"
site: "AI Law Framework"
id: "a35-clg-charity-constitution"
area_id: "A35"
kind: "other"
ai_level: "yellow"
version: 1
law_stated_as_at: "2026-10-17"
---

# Constitution for a charitable company limited by guarantee (ACNC templates): selection and adaptation guide

> Links to the ACNC's five template constitutions for charitable companies limited by guarantee, with a guide to choosing the right variant, adapting membership and board clauses, and checking not-for-profit, DGR and…

Canonical page: https://ailawframework.com/precedents/not-for-profit-charities-and-associations/clg-charity-constitution  
Law stated as at: 2026-10-17

Site index for agents: https://ailawframework.com/llms.txt

Links to the ACNC's five template constitutions for charitable companies limited by guarantee, with a guide to choosing the right variant, adapting membership and board clauses, and checking not-for-profit, DGR and winding-up provisions.

## Key facts

- Kind: Other. A precedent that fits none of the other kinds.
- Practice area: [Not-for-Profit, Charities & Associations](https://ailawframework.com/precedents/not-for-profit-charities-and-associations.md)
- Jurisdictions: Australia
- AI level: Yellow. AI can help in set ways. A lawyer checks specific points before use.
- Law stated as at: 2026-10-17
- Status: Maintained. Checked on 2026-10-17 against the official form at acnc.gov.au and the 6 authorities it cites, for Australia.

## When to use it

Use when forming a small charitable company limited by guarantee, or replacing an outdated constitution, and the ACNC template structure suits the client. Not designed for incorporated associations, trusts or companies with complex membership; use a bespoke constitution there.

## How AI may be used

AI may compare a client's existing constitution with the chosen ACNC variant and list missing or inconsistent clauses. Choosing the variant, the charitable purposes and DGR-related clauses requires lawyer advice.

**AI may:**

- Produce a clause-by-clause comparison between the client's constitution and the chosen ACNC variant
- Flag missing not-for-profit, winding-up and gift fund clauses
- Draft the special resolution and member notice for adopting the new constitution

**AI must not:**

- Must not choose the template variant or the charitable purposes
- Must not advise that the entity qualifies for a charity subtype or DGR endorsement
- Must not alter the not-for-profit or winding-up clauses without lawyer instruction

**The lawyer checks:**

- Purposes are charitable and match the subtype sought
- DGR and subtype clauses meet current ATO and ACNC requirements
- Membership, director and meeting clauses suit the client's actual governance
- Adoption steps and ACNC notification are complete

## Authorities

- [Corporations Act 2001 (Cth) s 136 (adopting and amending a constitution by special resolution)](https://www.legislation.gov.au/C2004A00818/latest/text)
- [Corporations Act 2001 (Cth) s 111L](https://www.legislation.gov.au/C2004A00818/latest/text)
- [Australian Charities and Not-for-profits Commission Act 2012 (Cth)](https://www.legislation.gov.au/C2012A00168/latest/text)
- [Australian Charities and Not-for-profits Commission Regulations 2022 (Cth) s 45.5 (Governance Standard 1)](https://www.legislation.gov.au/F2022L01301/latest/text)
- [Charities Act 2013 (Cth)](https://www.legislation.gov.au/C2013A00100/latest/text)
- [Income Tax Assessment Act 1997 (Cth) Div 30 (deductible gift recipients) and Div 50 (exempt entities)](https://www.legislation.gov.au/C2004A05138/latest/text)

## Official form

[Official form](https://www.acnc.gov.au/tools/templates/charitable-company-limited-guarantee-constitution-template)

## Where this comes from

The official form is published by acnc.gov.au; this page is a completion guide. Last checked on 2026-10-17.

## Full text and drafting notes

The full text and the drafting notes are not part of this public page. Signed-in firm accounts can read them at https://ailawframework.com/precedents/not-for-profit-charities-and-associations/clg-charity-constitution and through the signed-in MCP connector https://ailawframework.com/mcp/firm.

*Practice guidance for planning and review. Confirm current primary sources and the requirements of the actual matter. This is general information, not legal advice.*