Kayleigh is a graduate in Arts and Law from the University of New South Wales. With an interest in human rights and intellectual property law, she has experience working in communications and marketing for small businesses and not-for-profits.
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Setting up an Indigenous-owned organisation is an exciting step - whether you’re launching a community enterprise, delivering cultural programs, managing land and sea country, or running a commercial venture with a social purpose.
One of the first decisions you’ll face is how to structure and register your entity. For Aboriginal and Torres Strait Islander organisations, the Corporations (Aboriginal and Torres Strait Islander) Act 2006 (the CATSI Act) offers a dedicated framework designed to support culturally appropriate governance and access to government funding streams.
In this guide, we’ll walk through what an Indigenous corporation is, how registration works, how it compares to registering a company with ASIC, and the key legal and compliance steps to put your organisation on strong footing from day one.
What Is An Indigenous Corporation Under The CATSI Act?
An Indigenous corporation is an entity registered under the CATSI Act and regulated by the Office of the Registrar of Indigenous Corporations (ORIC). The law recognises the unique governance needs of Aboriginal and Torres Strait Islander communities and offers a flexible, culturally informed structure.
Unlike standard companies registered with ASIC under the Corporations Act, CATSI corporations are designed to reflect community decision-making, membership-based control and accountability to members and stakeholders. They operate with a “rule book” rather than a company constitution, and their reporting and governance requirements scale with size and risk.
Key features
- Member-based control and cultural governance features (for example, who can be a member and how decisions are made).
- A “rule book” that sets out your corporation’s purpose, membership, meeting procedures and director roles.
- Size tiers (small, medium, large) with reporting obligations that scale as you grow.
- Regulation by ORIC (not ASIC), including tailored support and guidance for Indigenous organisations.
If your work is community-focused, tied to Indigenous cultural or economic development, or likely to seek government grants that specify CATSI registration, setting up under the CATSI Act is often the right path.
Should You Register Under The CATSI Act Or With ASIC?
This choice usually comes down to your organisation’s mission, stakeholders and funding pathway. Broadly:
- Register under the CATSI Act if your membership will be Aboriginal and Torres Strait Islander people or organisations, you want a culturally suitable governance framework, or your funders require ORIC registration.
- Register a standard company with ASIC if you are primarily a commercial venture without those specific requirements and you prefer the familiar Corporations Act model.
Functionally, both structures can operate commercial businesses, employ staff and enter contracts, but there are differences in governance and reporting. For instance, a CATSI “rule book” plays a similar role to a Company Constitution for a standard company - it sets the rules of the road for directors, members and meetings. The benefit of the CATSI model is its flexibility to embed cultural decision-making and community accountability.
It’s also common for groups to transition over time. For example, you might start as a CATSI corporation for a community program, then establish a subsidiary company for a particular commercial project. The “right” model is the one that fits your purpose and obligations today while allowing room to grow.
How To Register An Indigenous Corporation (Step-By-Step)
You’ll follow a tailored process with ORIC to establish your corporation. Here’s a practical roadmap to get you started.
1) Clarify your purpose and membership
Document your purpose (why the corporation exists), who can be a member, and how members will have a say. This will shape your rule book and help you confirm you meet ORIC’s eligibility requirements.
2) Choose a name and check availability
Pick a name that reflects your identity and purpose. ORIC provides guidance on acceptable names and will confirm availability as part of the registration process. Ensure the name won’t conflict with existing brands - consider whether you’ll later Trade Mark your brand name and logo.
3) Draft your rule book
Your rule book is the cornerstone of governance. It covers membership criteria, general meetings, how directors are appointed and removed, how conflicts of interest are handled, and decision-making processes. ORIC provides model rules - these can be customised to reflect your community’s needs.
4) Prepare your application
Gather key details for registration, including your proposed name, your rule book, details of your initial directors and members, and your registered office. ORIC may require declarations and consents from directors and members.
5) Apply to ORIC and receive your registration
Once approved, ORIC issues your registration. You’ll be a legal entity that can contract, sue and be sued in its own name. From here, set up banking, accounting software and internal controls so you’re ready for operations and reporting.
6) Get your ABN and tax registrations
Apply for an ABN and Tax File Number, and register for GST if your projected turnover meets the threshold. If you plan to operate as a deductible gift recipient (DGR) or charity, consider whether a separate registration with the Australian Charities and Not-for-profits Commission (ACNC) is appropriate for your activities.
7) Put your core contracts and policies in place
Before you onboard staff or launch services, put in place essential agreements and policies (more on these below). Getting this right early supports good governance and reduces risk.
8) Plan for your first reporting cycle
Set a calendar for meetings, member communications and ORIC lodgements. Build simple compliance checklists so nothing is missed during your first year.
What Laws And Ongoing Obligations Apply?
Even with a community purpose, an Indigenous corporation must comply with a range of Australian laws. The good news: with the right foundations, day-to-day compliance becomes routine.
CATSI governance and reporting
The CATSI Act requires you to follow your rule book, hold member meetings, keep financial records and report annually to ORIC. Your specific reporting obligations depend on your size category (small, medium or large). Larger corporations will generally have audited financial statements and more detailed reporting.
Directors’ duties and conflicts
Directors must act in the corporation’s best interests, use care and diligence, avoid improper use of position or information, and manage conflicts of interest. Your rule book should set out clear processes for declaring and handling conflicts and keeping minutes of decisions.
Consumer protection (if you sell goods or services)
If your corporation sells goods or services to the public, you must comply with the Australian Consumer Law. That covers honest advertising, fair contract terms, refunds and guarantees, and treating customers fairly. Make sure your public-facing materials and customer contracts reflect these rights.
Privacy and data protection
Collecting personal information (for example, through your website, program registrations or fundraising) triggers obligations under the Privacy Act. Be transparent about what you collect, why you collect it, and how you store and use it - a tailored Privacy Policy is essential.
Employment law and safety
When you employ staff, you’ll need compliant contracts, correct pay and entitlements, safe systems of work, and fair procedures for performance and complaints. Use a clear Employment Contract and adopt workplace policies that are easy to understand and enforce.
Funding, grants and acquittals
Many Indigenous corporations receive government or philanthropic funding. Each agreement will have milestones, reporting and acquittal requirements. Treat these as high-priority obligations and diarise them alongside your ORIC reporting dates.
Intellectual property and branding
Your name, logo, program brands and original content are valuable assets. To prevent misuse and confusion, consider whether to Trade Mark your key brand elements and include IP clauses in your supplier and funding contracts.
Website and online presence
If you have a website or online portal, make sure your terms cover acceptable use, disclaimers and liability. Publishing tailored Website Terms and Conditions alongside your Privacy Policy helps set clear expectations with users.
What Legal Documents Will You Need?
Every organisation is different, but these core documents are commonly used by Indigenous corporations and will help you operate legally and efficiently.
- Rule Book: Your corporation’s governing document under the CATSI Act (similar in function to a company constitution). It sets out your purpose, membership, meetings and director powers.
- Board Charter and Conflict Management Policy: Practical frameworks for how the board operates, makes decisions and manages conflicts of interest consistently.
- Funding/Grant Agreements: Contracts with funders specifying deliverables, reporting, milestones and acquittals. Review these carefully to avoid surprises.
- Service Agreements (with community partners or clients): Define scope, fees, timelines, confidentiality and IP ownership for program delivery or fee-for-service work.
- Supplier Agreements: Terms with key suppliers (IT, transport, cultural advisors, subcontractors) covering service standards, liability and termination.
- Employment Contract: Sets clear terms for employees’ roles, duties, pay, leave and termination to help prevent disputes. A tailored Employment Contract is a strong foundation for HR compliance.
- Volunteer Agreement: If you engage volunteers, outline expectations, safety procedures, supervision and confidentiality to protect everyone involved.
- Privacy Policy: Explains how you collect, use and store personal information about members, clients and staff. A compliant, plain-English Privacy Policy builds trust.
- Website Terms and Conditions: Sets out rules for using your website or platform, including disclaimers and acceptable use. See Website Terms and Conditions.
- Whistleblower Policy: Encourages safe reporting of wrongdoing and supports a speak-up culture. A clear Whistleblower Policy can strengthen governance.
- IP and Media Consent Forms: Particularly important for cultural programs and community events when recording, reproducing or sharing content.
- Trade Mark Strategy: Protect brand assets (name, logo, program names) with registration where appropriate - consider a plan to Trade Mark your core identity.
Under the Corporations Act, a company would typically rely on a Company Constitution and shareholder documents. Under the CATSI Act, your rule book and board policies serve that governance function and can be tailored to your community’s needs.
Tip: Keep documents practical and living
Policies and templates should be short, accessible and used in everyday operations - not just filed away. Train your team, refresh them annually and store them where people can easily find them.
Frequently Asked Questions
Do I have to register under the CATSI Act to be an Indigenous organisation?
No. Indigenous Australians can establish businesses and companies under the Corporations Act like anyone else. However, many community-focused organisations prefer CATSI registration to align governance with cultural decision-making and meet funding criteria that ask for ORIC registration.
What’s the difference between a rule book and a constitution?
Both set the internal rules of your entity. A CATSI rule book is designed for Indigenous corporations and can incorporate cultural requirements and membership rules. A company Company Constitution serves the same purpose under the Corporations Act.
How long does registration take?
Timeframes depend on how quickly you finalise your rule book, gather member and director consents, and respond to any ORIC queries. Build in time to consult with your community and get your governance documents right - it’s worth the investment.
Can a CATSI corporation run a commercial business?
Yes. Many Indigenous corporations operate trading arms or deliver fee-for-service programs. If you’re selling to consumers, ensure your contracts and marketing comply with the Australian Consumer Law and that your IP and brand are protected.
Key Takeaways
- CATSI corporations are designed for Aboriginal and Torres Strait Islander organisations, with flexible governance and ORIC oversight tailored to community needs.
- Choose the structure that fits your purpose and funding pathway - CATSI for culturally aligned, member-based governance; ASIC companies for a standard corporate model.
- Registration involves defining your purpose and membership, drafting a customised rule book, applying to ORIC, and setting up tax, banking and compliance systems.
- Ongoing obligations include CATSI reporting, directors’ duties, employment law compliance, privacy, and (if you trade) Australian Consumer Law requirements.
- Put practical contracts and policies in place early - your rule book, board policies, funding and service agreements, Employment Contracts, a Privacy Policy and Website Terms and Conditions.
- Protect your brand and community reputation with clear governance, a whistleblower process and a plan to register key Trade Marks.
If you’d like a consultation on registering and setting up an Indigenous corporation, you can reach us at 1800 730 617 or team@sprintlaw.com.au for a free, no-obligations chat.
