# Legal structure options — without creating a new company

**Status:** decision memo for founding members. **Not legal advice** — confirm with an Australian lawyer / accountant before relying on it.

You've said you'd prefer **not to create another company**. Good news: a federation does **not** need to be a company to function. Below are the realistic paths, lightest first, with a clear recommendation.

> **Decision (2026-06-13):** founders are proceeding with **Option D — incorporated association** (a state-registered non-profit, **not** a company), because the chosen domain `landscapefederation.org.au` requires a non-profit entity for `.org.au` eligibility. Step-by-step: [INCORPORATION_CHECKLIST.md](./INCORPORATION_CHECKLIST.md).

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## The options at a glance

| Option | New entity? | Cost / admin | Limited liability? | Can hold funds/contracts in own name? | Neutral? | Good for |
|--------|-------------|--------------|--------------------|----------------------------------------|----------|----------|
| **A. Unincorporated working group** (charter as a contract) | **No** | Very low | No (members/officers personally exposed) | No | Yes | Launching the open standard now |
| **B. Auspiced / hosted by a neutral existing body** | No | Low | Host's | Via host | Depends on host | Taking small grants without incorporating |
| **C. Hosted (temporarily) by The Landscape Archive Pty Ltd** | No | Lowest | LA's | Via LA | **No** (commercial host) | Fast bootstrap only, must be transitional |
| **D. Incorporated association** (NOT a company) | Yes (state registration) | Low–moderate | **Yes** | **Yes** | Yes | When it needs to hold assets / take grants / employ |
| **E. Company limited by guarantee** | Yes (ASIC company) | Moderate–high | Yes | Yes | Yes | National scale, many members, later |

Note: an **incorporated association (D)** is a registered legal entity but it is **not a company** — it's registered with the state fair-trading/consumer-affairs body, not ASIC. So "no new company" still leaves D open if you ever want liability protection without a company.

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## Recommended path (given your preference)

**Start with Option A — an unincorporated open-standards working group governed by the [Charter](./CHARTER.md).**

Why:
- No company, no ASIC, no registration fee.
- The Charter functions as a **binding agreement between members** (a multi-party contract), which already encodes the power split, council, voting, and arbitrator.
- The schema, repo, validator, and portal need no legal entity to exist or be used — open licences (Apache-2.0 / CC BY 4.0) do that work.

Add **one safeguard now** and **one trigger for later**:

1. **Safeguard:** if any money needs to move early (e.g. a grant, domain costs shared between members), use **Option B** — auspice it under a *neutral* existing not-for-profit (e.g. AILA or a university), not under The Landscape Archive, to protect neutrality.
2. **Incorporation trigger:** write into the Charter that the group **will incorporate as an incorporated association (Option D)** — not a company — once any of these happens:
   - it needs to hold assets or sign contracts in its own name;
   - it wants to employ anyone;
   - it takes grants above a threshold the members set;
   - liability exposure to officers becomes material.

This gives you: launch now with zero entity overhead, and a clean, pre-agreed step up to limited liability **without ever forming a company**.

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## What to avoid

- **Don't** default to hosting the federation inside **The Landscape Archive Pty Ltd** except as an explicitly temporary bootstrap. A commercial host controlling a "neutral" standard undermines the whole federation promise and will deter universities and councils.
- **Don't** incorporate a company limited by guarantee (Option E) prematurely — it's the heaviest option and only makes sense at national scale with many funded members.

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## The honest limitation of Option A

An unincorporated group is **not a separate legal person**. That means:
- it can't own property or sign contracts in its own name (a member or auspice must);
- officers/members can carry **personal liability** for the group's acts;
- it can be harder to open a bank account or receive grants directly.

For an open metadata standard with no employees and no assets beyond a Git repo, these are low risks early on — which is why A is the right **start**, with D as the agreed **next step**.

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## Next actions

1. Founding members review this memo + the [Charter](./CHARTER.md).
2. Confirm Option A start + the incorporation trigger wording.
3. Have a lawyer glance over the Charter as a multi-party agreement (a short review, not a company formation).
4. Sign the [founding invitation](./FOUNDING_INVITATION.md) acceptance.