Solicitor Review Pack
A single, ordered index of every document in the Life Without Debt Ltd registration package — arranged in the sequence a charity-law specialist would want to review them, with an engagement-letter template, briefing note, and phase-by-phase tick-box manifest so the solicitor can sign off each item before the Company is registered with ASIC and the ACNC.
The Life Without Debt Ltd registration package contains more than twenty separate documents — a Constitution, four regulator applications (ASIC, ACNC, DGR, ACL), a Constitutional Design Paper, a legal research memo, five governance policies, first-directors' resolutions, and supporting research. This pack does three things at once: (1) tells the instructed solicitor what they are looking at and why; (2) lays those documents out in the logical review order (governance → charity → tax → operations → credit-licensing); and (3) gives them a physical tick-box to sign off each item, so nothing is lodged unreviewed.
Nothing in this pack, in any linked document, or in the Constitutional Design Paper is legal advice. All documents are drafts prepared by the promoters of the proposed charity (CoSai CFO Services on behalf of the future Directors of Life Without Debt Ltd) and are provided to the solicitor for review, correction, and sign-off before use. The solicitor is instructed to treat every draft as changeable, every citation as needing verification, and every clause as subject to their professional judgement.
Review Phases at a Glance
| Phase | Focus | Docs | Purpose of the phase | Est. time |
|---|---|---|---|---|
| 0 | Engagement & briefing | 2 | Confirm scope, fees, conflicts, and receive the promoters' briefing note. | 0.5 hr |
| 1 | Governance foundations | 4 | Constitutional Design Paper, Constitution v1, Public Benefit Memo, and Consent to Act — the legal skeleton. | 4–6 hrs |
| 2 | ASIC registration | 3 | Form 201 pre-fill brief, First Directors' Resolutions, s.150 name-omission & s.601BC lodgement points. | 1–2 hrs |
| 3 | ACNC + DGR | 3 | ACNC charity + PBI application, DGR item 4.1.1 endorsement, dedicated Gift Fund clause. | 2–3 hrs |
| 4 | Operating policies | 5 | Direct Relief, Conflicts, Related-Party, Reserves, Board Charter — the "how we behave" layer under the Constitution. | 2–3 hrs |
| 5 | Consumer-credit prep (Y2) | 2 | ACL application draft + RG 205 compliance plan — advisory review only; not lodged in Year 1. | 1–2 hrs |
| 6 | Supporting research | 1 | Legal research memo on terminal illness & debt in Australia — the source spine for all clauses. | 1 hr reading |
| 7 | Sign-off & lodgement | — | Written advice, marked-up drafts, and green-light memo before ASIC and ACNC lodgement. | 1 hr |
Total indicative solicitor time: 12–18 hours. This estimate assumes a charity-law specialist familiar with the ACNC governance standards, ATO DGR endorsement, and the Corporations Act limited-by-guarantee rules; it does not include time spent negotiating with the ACNC or ATO after lodgement.
Phase 0 · Engagement Letter Template
The following is a template letter to be signed by the promoters and the instructed solicitor before any confidential material is exchanged. It records scope, fee expectations, conflicts, and the "review only" nature of the instruction.
[Date]
[Solicitor's full name]
[Firm name]
[Firm address]
Dear [Solicitor's name],
Instruction — Charity-law review, Life Without Debt Ltd (proposed)
We write on behalf of the promoters of a proposed Australian public company limited by guarantee to be named Life Without Debt Ltd (the Company). The Company will apply to register with the Australian Securities and Investments Commission (ASIC) as a public company limited by guarantee under the Corporations Act 2001 (Cth), and immediately thereafter to the Australian Charities and Not-for-profits Commission (ACNC) as a registered charity with the subtype of Public Benevolent Institution (PBI). The Company will then apply to the Australian Taxation Office (ATO) for endorsement as a deductible gift recipient (DGR) under item 4.1.1 of s.30-45(1) of the Income Tax Assessment Act 1997 (Cth).
1. Scope of the instruction. We ask you to review and comment on the draft registration package described in the annexed "Solicitor Review Pack" (twenty-plus documents in seven phases), and to provide written advice on (a) any changes required to bring each document into compliance with the applicable law; (b) any risks not adequately addressed; and (c) a final green-light memo before we lodge with ASIC and the ACNC. The scope is review, correction, and sign-off — not drafting from a blank page, though you are free to redraft anything you consider unfit for purpose.
2. Legal areas covered. The review requires expertise in: (i) the Corporations Act 2001 (Cth) as it applies to companies limited by guarantee; (ii) the Charities Act 2013 (Cth) and the ACNC Act 2012 (including Governance Standards 1–6); (iii) Division 30 of the ITAA 1997 (DGR endorsement, item 4.1.1); (iv) the National Consumer Credit Protection Act 2009 (Cth) and the National Credit Code (Schedule 1) — in particular the hardship provisions in ss.72–75 and the assistance-provider exemption; and (v) related duties under the ASIC Act, Australian Consumer Law, and the Banking Code of Practice 2025.
3. Fees. We ask you to provide a fixed-fee estimate for each phase (0 through 7) on receipt of the pack, together with an hourly rate for any redrafting we may separately request. We understand that phases 1, 3, and 4 will attract the largest quotum. We authorise you to commence Phase 0 (engagement and briefing) on your standard hourly rate up to a cap of [$X].
4. Conflicts. Please confirm in writing that you and your firm hold no conflict of interest that would prevent this retainer. The Company's Directors and its intended CEO are listed at Annexure 1 of the briefing note; a related-party register (draft) is at Annexure 2.
5. Confidentiality and privilege. All material forwarded under this retainer is confidential and, once the retainer commences, is provided under legal professional privilege. Please confirm that your firm's file will be marked accordingly.
6. Not for lodgement without your sign-off. We undertake not to lodge any application with ASIC or the ACNC — and not to execute the Constitution or the First Directors' Resolutions — without your written green-light memo (Phase 7).
7. Response requested by. We would be grateful if you could confirm acceptance of this retainer, and provide your fee estimate, by [date + 7 business days].
Yours faithfully,
Phase 0 · Solicitor Briefing Note
A one-page briefing so the solicitor understands the Company before touching the drafts.
| Proposed name | Life Without Debt Ltd |
|---|---|
| Legal form | Australian public company limited by guarantee, s.112(1) Corporations Act 2001 (Cth); "Limited" to be omitted in reliance on s.150 (see Constitution cl.6–7). |
| Charitable status sought | ACNC-registered charity; subtype: Public Benevolent Institution (PBI); DGR endorsement item 4.1.1 (s.30-45(1) ITAA 1997) with dedicated Gift Fund (s.30-130). |
| Object (one sentence) | To relieve the financial, physical, mental, and emotional distress of terminally ill Australians and their families by providing professional debt-hardship negotiation, direct financial relief, and bounded direct debt payoff, together with incidental advancement of health and ancillary advocacy. |
| Beneficiary class | Layered — the primary class is Australian residents with a terminal illness (definition drawn from SIS Reg 6.01A, i.e. two medical practitioners including a specialist, life expectancy ≤ 24 months); the secondary class is their immediate family/dependants; both accessed only via professional referral. |
| Relief categories | (1) Professional hardship negotiation with creditors; (2) direct financial relief (bills, essentials); (3) bounded direct debt payoff (capped per beneficiary via Direct Relief Policy); (4) ancillary advocacy and public education. |
| Operating model | Option C hybrid — LWD staff handle intake and advocacy; regulated third parties (financial counsellors, ASIC-licensed credit assistance providers, solicitors) handle any activity that touches the NCCP Act or the National Credit Code. See Decision 2 of the Constitutional Design Paper. |
| Board | Minimum 3, target 5. Majority independent. CEO Director sits on the board. Chair to be an independent Director. Constitution cl.11–15. |
| Founding Members | Restricted class — the initial Members are the incorporating subscribers; new Members admitted only by Directors' resolution under cl.8–10. Rationale in Decision 4 of the Design Paper. |
| Guarantee | $10 per Member (Constitution cl.7 and s.517 Corporations Act). |
| Financial year | 1 July – 30 June (aligning with ACNC AIS and ATO reporting cycles). |
| First CEO | Laurence Hugo (proposed CEO Director). Related-party protocols apply — see Related-Party Policy and Resolutions 5–7 of the First Directors' Resolutions. |
| Initial funding model | Donations to a dedicated Gift Fund (Constitution cl.20 & s.30-130 ITAA 1997), plus in-kind CFO services from CoSai (arm's-length engagement letter at Annexure E of the First Directors' Resolutions). |
| Year-2 credit-licensing question | Whether and when to obtain an Australian Credit Licence (ACL). Current position: rely on the "assistance-provider" carve-outs and referral to licensed counsellors in Year 1; reassess in Year 2. See ACL application draft and RG 205 compliance plan for advisory review only. |
Complete Contents of the Pack (in review order)
Each document is hyperlinked. The tick column is for the solicitor to sign off. The priority column signals what must be finalised before ASIC lodgement (P1), before ACNC lodgement (P2), before DGR lodgement (P3), or before commencing operations (P4).
| ☐ | # | Document | Priority | Purpose & what the solicitor is checking |
|---|---|---|---|---|
| ☐ | Phase 1 — Governance foundations | |||
| ☐ | 1.1 | Constitutional Design Paper | P1 | Read first. The "why" behind every clause — 12 decisions, full legislation quoted verbatim with plain-English translation, 21-row traceability matrix. Solicitor should mark any decision they disagree with before reviewing the Constitution itself. |
| ☐ | 1.2 | Constitution v1.0 | P1 | The instrument that will be adopted on ASIC registration under s.136(1)(a). Check: purposes clause; non-distribution clause; winding-up clause; s.150 name exemption; ACNC Governance Standard compliance; alteration lock. |
| ☐ | 1.3 | Public Benefit Memo | P2 | The evidentiary basis on which the ACNC will accept the Company as a charity and as a PBI. Check that the memo addresses Cairnmillar, Perpetual Trustee, and current ACNC CIS on PBIs (29 Sep 2025). |
| ☐ | 1.4 | Consent to Act as Director (template) | P1 | s.201D consent form to be signed by each initial Director before ASIC lodgement. Solicitor to confirm ACNC Responsible Person Declaration is attached as Annexure. |
| ☐ | Phase 2 — ASIC registration | |||
| ☐ | 2.1 | ASIC Form 201 pre-fill brief | P1 | Every field of ASIC Form 201 pre-populated with source references. Solicitor to verify the s.150 declaration, registered office details, and the Member/Director/Secretary lines. |
| ☐ | 2.2 | First Directors' Resolutions | P1 | Circular resolutions in writing under s.248A + cl.20 of the Constitution — adopt Constitution, appoint Secretary, open bank, adopt policies, approve related-party transactions, authorise ACNC lodgement. Solicitor to review each of the 12 resolutions and any related-party approvals engaging Chapter 2E. |
| ☐ | 2.3 | Registration Roadmap | P1 | End-to-end sequencing plan (ASIC → ACNC → DGR → ATO → bank → insurance → operations). Solicitor to sanity-check the order and identify any dependency the promoters have missed. |
| ☐ | Phase 3 — ACNC + DGR | |||
| ☐ | 3.1 | ACNC Charity Registration Application (Charity + PBI) | P2 | Draft ACNC application including subtype PBI. Solicitor to confirm alignment with ACNC Act s.25-5 governance standards and current PBI CIS. |
| ☐ | 3.2 | DGR Application (item 4.1.1) | P3 | Application to the ATO for endorsement as a DGR under item 4.1.1 (charities whose principal activity is the promotion of the prevention or the control of diseases in human beings, or PBI category). Solicitor to confirm the Gift Fund satisfies s.30-130 and that receipts wording satisfies s.30-228. |
| ☐ | 3.3 | Gift Fund clause (embedded in Constitution cl.20) | P3 | Standalone review of the Constitution's Gift Fund clause. Solicitor to confirm the dedicated purposes wording is unbroken and the winding-up-of-fund clause resolves to another DGR under item 4.1. |
| ☐ | Phase 4 — Operating policies | |||
| ☐ | 4.1 | Direct Relief Policy | P4 | Numbers behind the "principle in Constitution, numbers in policy" split (Decision 9). Solicitor to check per-beneficiary caps, aggregate caps, dual-signatory requirement, and evidence retention. |
| ☐ | 4.2 | Conflicts of Interest Policy | P4 | Covers ss.191–195 Corporations Act and ACNC Governance Standard 5. Solicitor to confirm the disclosure register, standing-declaration rules, and voting exclusions. |
| ☐ | 4.3 | Related-Party Policy | P4 | Chapter 2E financial-benefit rules (ss.208–229) as adapted for a not-for-profit. Solicitor to confirm the arm's-length terms exception (s.210) and Member-approval alternative (s.208) mapping to the Constitution. |
| ☐ | 4.4 | Reserves Policy | P4 | Target reserves range, permitted uses, and the trigger for a Board-approved reserves resolution. Solicitor to confirm compatibility with the Gift Fund's dedicated-purposes rule. |
| ☐ | 4.5 | Board Charter | P4 | Meeting cadence, quorum, delegated authorities, sub-committee structure. Note: the Charter is scheduled for a Wave 2 build-out to add a full delegated-authorities schedule; the current draft is the skeleton only. |
| ☐ | Phase 5 — Consumer-credit prep (Year 2, advisory only) | |||
| ☐ | 5.1 | ACL Application (draft) | P4 | Advisory review only — will not be lodged in Year 1. Solicitor to comment on the fit-and-proper responsible-manager criteria (RG 206) and whether LWD's Year-1 activities remain inside the "assistance provider" carve-outs. |
| ☐ | 5.2 | RG 205 Compliance Plan (draft) | P4 | Advisory review only. Solicitor to comment on whether the plan would satisfy ASIC RG 205 if and when an ACL is applied for. |
| ☐ | Phase 6 — Supporting research | |||
| ☐ | 6.1 | Legal Research Memo — Terminal Illness & Debt in Australia | P2 | The source spine — deep research memo covering NCCP hardship, terminal-illness definitions across SIS Reg 6.01A and life-insurance policies, RG 96, RG 271, Banking Code 2025, deceased-estate law, and super/insurance. Solicitor to skim for any authority they consider missing or misapplied. |
| ☐ | Phase 7 — Sign-off & lodgement | |||
| ☐ | 7.1 | Green-light memo (to be drafted by the solicitor) | P1 | A short written memo from the solicitor confirming that, subject to any final amendments annotated on the drafts, the Company may be lodged with ASIC. This is the promoters' pre-condition to lodgement. |
| ☐ | 7.2 | ACNC / DGR lodgement clearance (to be provided by the solicitor) | P2/P3 | Separate clearances for the ACNC application (post-ASIC) and the DGR endorsement application (post-ACNC). Can be part of 7.1 or issued sequentially. |
Detailed Review Checklist — What the Solicitor Should Confirm on Each Document
The Constitution is the single most important document. The solicitor should sign off each of the following, or annotate a required amendment:
- ☐ Purposes clause (cl.4) — accurate reflection of Charities Act 2013 (Cth) s.12 (public benefit) and PBI test (see current ACNC CIS).
- ☐ Non-distribution clause (cl.5–7) — no distribution to Members, income and property applied only to purposes.
- ☐ Winding-up clause (cl.26–29) — surplus assets transferred to another PBI with similar purposes (Charities Act s.5 & ITAA 1997 s.30-125).
- ☐ s.150 name-omission declaration — Constitution's charitable-purposes and non-distribution wording is sufficient to omit "Limited".
- ☐ Gift Fund (cl.20) — dedicated-purposes fund, s.30-130 ITAA 1997; winding-up of fund resolves to another item-4.1 DGR.
- ☐ Members and guarantee (cl.7–10) — restricted Founding-Members model; $10 guarantee; admission by Directors' resolution.
- ☐ Board composition (cl.11–15) — min 3, target 5, majority independent, independent Chair.
- ☐ Related-party framework (cl.16–19) — mirrors ss.191–195 and Chapter 2E; interacts correctly with the Related-Party Policy.
- ☐ Alteration lock (cl.30) — 75% special resolution plus ACNC/ATO no-objection before purposes, non-distribution, and winding-up clauses can be altered.
- ☐ Governance Standards 1–6 — cross-check clause list satisfies ACNC Regulation 2013 (Cth) reg 45.5–45.25.
Resolutions 5, 6 and 7 engage the Chapter 2E financial-benefit rules and AASB 124. The solicitor should confirm:
- ☐ Each related-party transaction is documented with arm's-length terms evidence (external benchmarking annexures).
- ☐ The interested Director has disclosed under s.191 and abstained under cl.17 of the Constitution.
- ☐ The remaining Directors formed a quorum under cl.21 and passed the resolution.
- ☐ The resolutions are consistent with the Related-Party Policy.
- ☐ AASB 124 related-party disclosures will be prepared for the first annual financial report.
The ACNC application seeks registration as a charity and as a PBI. Solicitor to confirm:
- ☐ The purposes are within the twelve charitable purposes in s.12 of the Charities Act 2013 (Cth), including relief of poverty/distress and advancement of health.
- ☐ The PBI test (as set out in the current ACNC CIS, 29 September 2025) is satisfied — the Company's dominant purpose is the relief of "poverty, sickness, suffering, distress, misfortune, destitution or helplessness".
- ☐ Public Benefit Memo evidences the class of beneficiaries and the direct benefit.
- ☐ Governance Standards 1–6 are addressed by clause/policy.
- ☐ Company falls within item 4.1.1 of s.30-45(1) ITAA 1997.
- ☐ Gift Fund satisfies s.30-130.
- ☐ ABN endorsement application is properly linked to the Gift Fund.
- ☐ Receipts wording complies with s.30-228 and Div 30 Subdiv 30-CA.
- ☐ Confirm LWD's Year-1 activities fall within the "assistance provider" or "financial counsellor" carve-outs of s.6 NCCP Act.
- ☐ Confirm hardship-negotiation activities are compatible with ss.72–75 of the National Credit Code (in the borrower's role).
- ☐ Confirm that any direct debt payoff is treated as a gift to the beneficiary, not as credit provision, and does not trigger ACL requirements.
- ☐ Confirm ASIC RG 96 and RG 271 obligations for referring parties and complaints handling are noted in the Board Charter.
Downloadable / Printable Manifest
This section is designed to print onto a single A4 sheet as a physical tick-list the solicitor can annotate. Print this page to PDF and hand it to the solicitor with the pack.
| ☐ | # | Item | Signed off by | Date |
|---|---|---|---|---|
| ☐ | 1 | Engagement letter countersigned | ||
| ☐ | 2 | Constitutional Design Paper read and material decisions accepted (or annotated) | ||
| ☐ | 3 | Constitution v1.0 clause-by-clause sign-off complete | ||
| ☐ | 4 | Public Benefit Memo accepted for ACNC lodgement | ||
| ☐ | 5 | Consent to Act template approved for use | ||
| ☐ | 6 | ASIC Form 201 pre-fill verified | ||
| ☐ | 7 | First Directors' Resolutions — 12 resolutions signed off; Chapter 2E items separately confirmed | ||
| ☐ | 8 | Registration Roadmap sequencing confirmed | ||
| ☐ | 9 | ACNC application accepted for lodgement | ||
| ☐ | 10 | DGR item 4.1.1 application accepted for lodgement | ||
| ☐ | 11 | Gift Fund clause confirmed compliant with s.30-130 | ||
| ☐ | 12 | Direct Relief Policy signed off | ||
| ☐ | 13 | Conflicts Policy signed off | ||
| ☐ | 14 | Related-Party Policy signed off | ||
| ☐ | 15 | Reserves Policy signed off | ||
| ☐ | 16 | Board Charter reviewed (Wave 2 build-out flagged where needed) | ||
| ☐ | 17 | ACL application & RG 205 plan — advisory comments provided | ||
| ☐ | 18 | Legal Research Memo skim-reviewed; no missing authorities | ||
| ☐ | 19 | Green-light memo issued (ASIC lodgement) | ||
| ☐ | 20 | ACNC / DGR clearance issued (post-ASIC) |
The promoters undertake — and the Directors intend to record in Resolution 1 of the First Directors' Resolutions — that no application will be lodged with ASIC or the ACNC, and no Constitution will be executed, without the instructed solicitor's written green-light memo (item 19 above).