The purpose of this research was to give knowledge management a sound conceptual foundation; this was done in three stages. First, the current domain of autopoiesis and knowledge management was explored with a particular focus on reasons for the research and the different approaches used. There was general agreement that knowledge management does need a theoretical foundation and that, currently, knowledge management uses only certain aspects of autopoiesis along with very little empirical work. The second phase of this research was to take an existing model, a model of organisational learning, from the literature and apply to it the principles from autopoiesis. This was done using a matching methodology: a two step process used to align the theories from two or more domains with the aim of creating a new lexis. The resulting autopoietic model of organisational learning was tested in two organisations: Prosidion and the Conservation Services Group. The third phase of this research was to create a model of knowledge that was true to an autopoietic epistemology for evaluation by a range of knowledge management experts from both academia and industry. The main finding from this research was that autopoiesis has the potential to become the theoretical foundation for knowledge management, but further research is required to enhance the usability of the foundation. Principles from autopoiesis can be applied to existing models, with some measurable benefit, but that the true contribution from autopoiesis will be the development of the autopoietic model of knowledge into a tangible, more useable product. This research makes several unique contributions to the field of knowledge management and autopoiesis. First, the creation of the autopoietic models of organisational learning and knowledge, and second, the development of test/evaluation instruments. Finally, the actual results and their analysis provide a new insight into the challenges of giving knowledge management a theoretical foundation.