We care about assisting clients who assist others. We are experts in our fields and in the sector, which ensures our clients can conduct their business under the most productive and secure structure.

We recognise that the Not-for-Profit sector is diverse. Our professional legal services cover the full lifecycle of a Not-for-Profit entity, with particular expertise in the following sub-sectors:

  • arts and entertainment
  • charities
  • community service providers
  • cultural and religious organisations
  • disability services
  • education
  • health and aged care
  • peak bodies and professional associations
  • sport and recreation clubs

Establishing a Not-for-Profit

A range of options exist for structuring a not-for-profit body, from companies limited by guarantee through to unincorporated associations and trust structures.

Not-for-Profits can be structured as charitable funds, private or public ancillary funds (PAFs), public benevolent institutions, necessitous circumstances funds, and other non-charitable categories.

Each structure has unique features that impact upon the rights and obligations of the not-for-profit and how it is used to pursue the objectives for which it was established. Choosing an appropriate structure is critical to success and efficiency.

We can help you with:

  • establishing a Not-for-Profit entity, including advising on the most appropriate legal structure, preparing constituent documents and preparing Wills where a fund is to be established under the Will
  • formulating your charitable purposes, public benefit, non-qualifying purposes and commercial activities

This could include liaising with the Australian Charities and Not-for-profits Commission (ACNC), the Australian Taxation Office (ATO) and the State Revenue Office (SRO).

Useful information about the types of not-for-profit can be found on the Justice Connect website.

Federal tax/State revenue concession eligibility and ACNC compliance

Federal tax laws allow various concessions and exemptions for Not-for-Profit entities, provided certain criteria are met. These include income tax exemptions, refundable franking credits, GST concessions and fringe benefit tax concessions provided certain criteria are met.

Certain entities can also be endorsed as Deductible Gift Recipients (DGRs), allowing them to receive a wide range of tax deductible donations, including from public and private ancillary funds.

State Revenue Offices’ levy taxes such as payroll tax, stamp duty and land tax and certain concessions may also apply.

The ACNC has certain reporting and governance standards that need to be met on an ongoing basis.

Managers of not-for-profits need to ensure they understand the relevant legislation, know how changes to the Not-for-Profit can impact its tax status, and can liaise with the authorities on compliance matters.

Rigby Cooke’s multi-disciplinary team can advise you on legislation, tax and structuring matters to ensure your not-for-profit qualifies for tax concessions. We can also help you advise your donors on the most tax-effective structure of their generous gifts or bequests.

Corporate governance

Having the right governance structure in place is vital for the compliance obligations of your organisation.

We can help you with We can help you with implementing appropriate board structures and controls, drafting and reviewing constitutions and rules, preparing notices of meeting, organisational restructures and transfers of registration.

Learn more about our corporate governance services >>

Mergers, acquisitions and collaborations

Not-for-Profit entities that are undertaking or considering a merge, auspice, partnership or collaboration with third parties require careful and timely legal/tax structuring advice, thorough due diligence and effective negotiation and communication with third parties and stakeholders.

We can help you with:

  • formulating strategies and conducting negotiations
  • due diligence including managing disclosure and stakeholder communications
  • transaction documentation for mergers, auspicing arrangements, joint
  • venture arrangements, merger agreements and licence agreements
  • structuring and tax advice

Commercial law and intellectual property

Our team provides a full range of commercial and intellectual property legal services designed to match the scope of legal needs of Not-for-Profit organisations. We answer the needs of our clients whenever and wherever they arise.

We can help you with end-to-end commercial law solutions, including fund raising, tendering and grant applications, commercial contracts and agreements, regulatory and privacy compliance, lending and Personal Property Securities Advisory, and intellectual property, trade mark and copyright protection.

Learn more about our corporate & commercial services >>

Property, construction and leasing

The type of premises required by Not-for-Profit entities varies greatly, from schools and educational campuses, to warehousing facilities, club houses and sporting arenas, heritage and sacred land, hospitals and clinics.

Our firm’s expertise is grounded in commercial property and we can assist you with your property requirements during any stage of your organisation’s lifecycle.

We can help you with:

  • sale and purchase of property
  • licensed venue operations
  • planning permits and environmental law disputes
  • leasing and licensing agreements
  • project financing and partnerships
  • construction procurement and delivery strategies
  • construction contracts and Security of Payment Act remedies

Workplace relations

Managing people can be complex for Not-for-Profit entities. They are exposed to a range of potential legal issues that can stem from award compliance, independence, negligence, discrimination and volunteer arrangements.

With Victoria’s largest team of Accredited Workplace Relations Specialists, our team are experts in assisting Not-for-Profits across numerous sectors.

Learn more about our workplace relations services >>

Dispute resolution

We assist our clients to avoid commercial disputes wherever possible, but understand that sometimes disputes are unavoidable. When a dispute does arise, we give frank and fearless advice. Our capabilities extend to debt collection of unpaid dues.

By its nature, litigation is a process fraught with variables and uncertainty. Our experienced litigators minimise that uncertainty and steer a clear path for our clients towards achieving their objectives. This is something we are passionate about.

Our team is highly experienced in all forms of litigation, but not all disputes have to be litigated. Where appropriate, we will work to find an alternative approach that will save you the time, stress and cost of going to court. This may include mediation or arbitration.

Winding up and deregistration

We can assist with the wind-up process of a Not-for Profit company or incorporated association and can manage the deregistration of your entity.

Donor relations, bequests and estate planning

Our team of Accredited Wills & Estates Specialists and experts can ensure any donor’s bequests, charitable donations or trust structures are legally binding, mitigating any risk of potential challenges against the estate.

We can help your donors with:

  • establishing and managing public and private ancillary funds
  • drafting trust deeds for inter vivos charitable foundations
  • bequests and charitable giving advice
  • drafting Wills and powers of attorney
  • complex estate planning
  • drafting of testamentary charitable trusts incorporated in a Will

Testimonials

We are very grateful to Rigby Cooke Lawyers. They had to first gain an understanding of what scleroderma is and why portable oxygen concentrators are needed and what the risks may be. They did an excellent job for us.

Jennene Caton, Scleroderma Victoria

Very happy overall with the service by Rigby Cooke, advice was very effective.

Adrian Morgan, chief executive officer of Gippsland & East Gippsland Aboriginal Co-operitve

Not-for-Profit team