Member Update and Save the Date
Proposed Transition to a Company Limited by Guarantee and related changes
Dear Members,
In support of the Society’s ongoing commitment to responsible and effective governance, the Society Board is excited to announce the proposal to transition the corporate structure of the Society from an incorporated association to a company limited by guarantee.
PROPOSAL
The Board has resolved to put forward a proposal for the Society to transition from its current corporate structure as an incorporated association under the Associations Incorporation Act 1991 (ACT) to a company limited by guarantee (CLG) under the Corporations Act 2001 (Cth). This transition will enable greater alignment of our corporate and governance structure with the growing scale and national scope of the Society’s work.
Transitioning to a CLG will also require a change to our constitution to align with the requirements of the Corporations Act 2001 (Cth).
NEXT STEPS
The proposed transition and changes to the constitution will require member approval by special resolution, which will be sought at an Extraordinary General Meeting (EGM) on 25 November 2025 held online via Zoom. A high-level timeline of the transition is set out below.
| May 2025 | Initial notice to members and commence drafting revised constitution |
|---|---|
| June 2025 | First Member Town Hall – overview of the proposed transition |
| July 2025 | Finalise drafting revised constitution and share with members |
| September 2025 | Second Member Town Hall – discussion on the draft constitution |
| October 2025 | Formal notice of AGM provided to members (incl. proposed special resolutions and final draft constitution) |
| November 2025 | Extraordinary General Meeting – member vote on the proposed change of structure and new constitution |
| December 2025 | 2025 AGM – including an update on vote for proposed change of structure and new constitution |
| December 2025 – February 2026 | Subject to approval of the proposed special resolutions at the 2025 AGM, complete all necessary actions to transition to a CLG and implement the revised constitution. |
SAVE THE DATE – MEMBER TOWN HALLS
The Board will be hosting two Town Halls and members are encouraged to attend. These will be an opportunity for members to ask questions and seek further information on the proposed changes to the corporate structure/constitution. Invitations and supporting documentation for the Town Halls will be sent to members shortly. In the meantime, please save the following dates in your calendar.
- First Town Hall (Overview of the proposed transition), Tuesday 17 June 2025, 7:00pm to 8:00pm (AEST) via Zoom
- Second Town Hall (Overview of the draft constitution), Thursday 18 September 2025, 7:00pm to 8:00pm (AEST) via Zoom.
To join the Second Town Hall please login and register via the member only link. The meeting starts at 7:00pm in NSW, VIC, ACT, QLD, TAS; 6:30pm in SA and 5:00pm in WA – don’t forget to add this to your calendar!
FREQUENTLY ASKED QUESTIONS
To assist understanding of the reasons for the changes and their implications for the Society, we have provided answers to the most common questions we anticipate members may have. These will be updated over the coming months on our website.
What is HFESA’s current legal status?
HFESA is currently an incorporated association registered in the Australian Capital Territory.
What is an incorporated association?
An incorporated association is a voluntary, simple and inexpensive means of establishing a legally separate entity. It is particularly suitable for, and best services, smaller not-for-profit organisations who operate in the state or territory in which they are incorporated. An incorporated association has the same legal powers, responsibilities and benefits as a person, and is legally separate from its members.
Why was HFESA originally incorporated in the ACT?
The Ergonomics Society of Australia was originally incorporated in 1987 after New Zealand left the ESANZ to form their own society. In the early days of the ESANZ (1960s and early 1970s) there were a significant number of members in the ACT associated with air safety, defence, the Australian National University and the Commonwealth government. This membership location, coupled with the availability of business hubs and geographic location of Canberra meant that the Society was incorporated within the ACT.
What is a company limited by guarantee (CLG)?
The most common and appropriate legal structure for an association with the Society’s national presence is a public company limited by guarantee (CLG). A company limited by guarantee (CLG) is a type of public company designed specifically for not-for-profit organisations in Australia. CLGs are incorporated with the Australian Securities and Investments Commission (ASIC) and governed by the Corporations Act 2001 (Cth). CLGs registered with the Australian Charities and Not-for-profits Commission (ACNC) have the ACNC, rather than ASIC, as their primary regulator and are not subject to certain provisions in the Corporations Act that are ‘switched off’ for registered charities. This results in a CLG being a streamlined and efficient structure for registered charities.
Limited by guarantee means the liability of the company’s members is limited to the amount the members undertake to contribute to the property of the company if it is wound up, and at that time the debts and liabilities of the company exceed the organisation’s assets. The draft company constitution currently under development proposes the member guarantee would be an amount not more than $10.
Why should we change to a CLG?
The current incorporated association structure is best suited for small and locally operating not-for-profit organisations. The Corporations Act prohibits incorporated associations from operating outside of their State or Territory of incorporation unless they have applied for approval to do so in the form of an Australian Registered Business Number which is issued by ASIC.
As the Society increasingly engages with national bodies and builds its national presence, it makes sense that its legal structure also reflects that of a leading national body operating throughout Australia.
Many peak bodies and professional associations operate through a CLG structure, including National Disability Services Limited, The Australian Association of Social Workers Limited, Australian Airports Association Limited, and the Australia & New Zealand Academy for Eating Disorders Ltd.
Additional benefits of a CLG structure may include.
- greater flexibility and scalability
- a more robust statutory framework provided by the Corporations Act when compared to the simple incorporated association legislation
- potential commercial collaboration and financial opportunities as some third parties prefer to deal with organisations using a more robust legal structure, and
- improved credibility and optics as funders and other stakeholders may perceive a CLG as being subject to higher levels of accountability, due to operating under the widely understood Corporations Act framework.
- the Board of a CLG can appoint additional directors, which can help to fill skills gaps on the Board, and
- changes to a CLG constitution take effect immediately upon a special resolution being passed to effect the changes, as opposed to changes to an association’s constitution which must first be approved by and registered with Access Canberra.
What are the risks of not transitioning to a CLG?
The main risk of not transitioning to a CLG is that HFESA’s ACT incorporation does not support HFESA’s national operations. In addition, there is a risk that HFESA may not always have a suitable individual to appoint as the Public Officer required under the ACT legislation, given that the Public Officer must reside in the ACT. Other risks may include
- a governance structure designed for smaller, local organisations that may not support HFESA’s growing national operations and presence, and
- reduced attactiveness to funders or partners.
Are there any other options which have been considered?
Three other options have been considered:
- no change (remain incorporated in the ACT). This option is not recommended as:
- HFESA has a national presence and incorporation in the ACT does not support operating outside of that jurisdiction
- Incorporation in the ACT requires HFESA to have a Public Officer who resides in the ACT, challenging when HFESA does not currently have an ACT Branch
- remain an incorporated association but incorporate in a different state or territory where HFESA has a bigger presence, such as NSW or Victoria. This option is not recommended as:
- incorporation cannot transfer between states, so HFESA would have to wind up in the ACT and reestablish in another state or territory as a new entity
- incorporation in any state or territory does not solve the challenge of operating outside the jurisdiction in which HFESA is incorporated.
- Remain an incorporated association but register as an Australian Registered Body under the Corporations Act so that HFESA may operate across Australia. This option, while it resolves the challenge of operating outside of one jurisdiction is not recommended as it would then require HFESA to comply with obligations under both the Associations Incorporate Act 1991 (ACT) and the Corporations Act 2001 (Cth).
What has to happen to convert to a CLG?
Members will be required to approve the transition to a CLG. The transition will also require a new constitution for the Society and a draft of that new constitution will be provided to members in July.
The transition and the new constitution must be approved by a special resolution (75%) of voting members attending the AGM on 1st December 2025.
If the resolution is passed at the AGM, we will then need to apply under section 82 of the Associations Incorporation Act 1991 (ACT) for the Registrar- General’s consent to apply for registration of the association as a CLG under the Corporations Act 2001 (Cth) and establish the CLG with the Australian Securities and Investment Commission (ASIC).
Will the HFESA name change?
Yes, but only formally. It will change from ‘The Human Factors and Ergonomics Society of Australia Incorporated’ to ‘The Human Factors and Ergonomics Society of Australia Limited’. We then intend to apply to ASIC to omit the word ‘Limited’ from the name.
We will still be known as HFESA or the Society.
Will this change HFESA’s mission, vision, or current activities?
No. The nature and day-to-day activities of our charitable operations and our vision and mission will remain unchanged.
Will the change be costly?
The approximate costs to transition to a company limited by guarantee include the ASIC Registration fee of approximately $538, reservation of the new HFESA Ltd name (optional) of approximately $55, and legal and governance advisor fees to support constitution drafting, lodgement management and ACNC registration support.
Who will carry out the changes?
The existing Board will be supported by the HFESA Executive Committee and external legal and governance advisors to carry out the changes.
What next?
As part of this proposed transition, a new company constitution is being developed to align with the requirements under the Corporations Act. A Town Hall is being scheduled in September to discuss the proposed constitution that will accompany the proposal to transition to a company limited by guarantee.
How can I learn more?
Further information on the proposed transition will be provided in coming weeks via email and on the Society’s website . This will include a detailed summary of the proposed changes, including the draft constitution, key dates, and updates to the above FAQs.
In the meantime, if you have any questions or queries please don’t hesitate to contact secretariat@ergonomics.org.au.
Thank you for your support.
Kath Jones
President, Human Factors and Ergonomics Society of Australia