ACNC’s 2026-27 Regulatory Focus: Why Governing Documents Matter
ACNC Regulatory Focus 2026-27: Are Your Governing Documents Fit for Purpose?
The Australian Charities and Not-for-profits Commission (ACNC) has announced governing documents as a primary regulatory focus for 2026-2027. The focus reflects the regulator’s growing concern that many charities are operating with documents which are outdated, inconsistent with their activities, or not well understood by those responsible for governance.
For charities and not-for-profit organisations, this serves as a timely reminder that governing documents are more than a compliance requirement. They are a fundamental part of an organisation’s governance framework, playing a critical role in supporting effective decision-making, accountability and regulatory compliance.
The importance of governing documents
A governing document – whether a constitution, rules or trust deed – sets out an organisation’s purpose, that it operates on a not-for-profit basis, governance structure, membership requirements, powers of the board or committee, and procedures for making key decisions. The ACNC describes governing documents as “foundational to good governance” because they help give certainty about how a charity is run and establish procedures for members and officeholders to follow.
Problems often arise when governing documents no longer reflect how an organisation operates. As charities grow and evolve, they may expand services, change funding models, merge with other organisations or adopt new governance practices. If the governing document has not kept pace with those changes, there can be a lack of clarity around decision-making, membership rights, board appointments and other governance processes.
The ACNC warns that where governing documents are missing, outdated, incomplete, inconsistent with an organisation’s activities, or not well-understood by its Responsible People, this may contribute to misunderstandings, internal disputes, mission drift, and compliance concerns. In some cases, deficiencies in governing documents may even affect an organisation’s ongoing eligibility for registration.
Steps to update governing documents
The ACNC is encouraging charities and not-for-profit organisations to review their governing documents and ensure those documents:
Accurately reflect their current purposes and activities
Comply with legal and regulatory requirements
Align with contemporary governance practices
Clearly set out decision-making and membership processes
In addition to updating these documents, they should also be understood and followed by Responsible People (such as directors or committee members). Charities must also notify the ACNC of any changes to, or replacement of, their governing document.
A periodic review can help identify areas where a constitution or other governing documents may require updating before issues arise.
How we can assist
We regularly assist charities, community organisations and other not-for-profit entities with the drafting, review and amendment of constitutions and governing documents. Whether you are establishing a new entity, modernising an outdated constitution, updating charitable purposes or responding to governance concerns, our team can provide practical legal advice to ensure your organisation’s governing documents remain effective, compliant and fit for purpose.
With governing documents now firmly in the ACNC’s regulatory spotlight for 2026-27, organisations should consider whether their constitutional framework reflects how they operate today and whether any updates are needed to support good governance into the future.
Paul Gray
Principal
T 03 5225 5231 | M 0414 195 886
E pgray@ha.legal
Hugo Le Clerc
Senior Associate
T: 03 5225 5213 | M: 0438 089 334
E: hleclerc@ha.legal
Prepared with assistance from Charlotte Newman, Paralegal.
