Company Compliance
9. Company Secretarial Duties
Authors: Staff Legal Eagle
Firm / Chambers:
Last updated: 06 Jul 2015
- The company secretarial position is fundamentally an administrative position that has evolved over the years from purely minute taking to broader board responsibilities. The company secretary is an officer of the company. In some companies the role has been expanded to include governance responsibilities. In others it may be combined with the company’s legal, compliance or finance functions.
- If you are a proprietary company then you are not required to have a company secretary. All other companies must have a secretary.
- If you have a company secretary you must ensure that you comply with all of the relevant requirements under the Corporations Act 2001 (Cth). If a company’s board chooses to have one or more company secretaries at least one must reside in Australia.
- If your company elects not to have a company secretary then you may want to employ an administrator, a registered agent or a compliance lawyer who can undertake the tasks usually undertaken by a company secretary.
- Our free Find a Lawyer directory may help you get in touch with an experienced company compliance lawyer near you.
- Alternatively a company can appoint one of the directors to undertake these tasks.
- The company secretary must ensure that the personal details of directors and officers are correct and up to date with the Australian Securities and Investments Commission (ASIC). Generally the company secretary must inform ASIC of the name, date of birth and current residential address of all directors and secretaries.
- A company secretary must also ensure the company has a registered office in Australia and ensure ASIC is informed of any changes to its location. The registered company office is the place ASIC sends its official communications. The registered office does not have to be the same place as your principal place of business. Your registered office may be your accountant or lawyer's office for example.
- A company secretary must also ensure that your registered business address is kept up to date with ASIC. The secretary should also inform ASIC whether your company operates from a location that is different from the registered office and if there are any changes to your principal place of business such as when your company moves to a new location.
- In addition to fulfilling the duties imposed by the Corporations Act 2001 (Cth) there are other functions a company secretary may also undertake. These tasks include:
- ensuring the company complies with its statutory obligations under any relevant laws and regulations;
- interpreting the Company Constitution and related mandates;
- maintaining various statutory registers and records;
- attending Board meetings and preparing board papers;
- taking and writing up Board minutes;
- setting the Board agenda;
- compiling and circulating papers to directors prior to meetings;
- initiating and directing action to give practical effect to Board decisions;
- recording and advising ASIC (if required) of declarations or any conflicts of interests of a director including any securities held in relation to the company;
- have custody of the company seal including a record of its usage;
- may sign contracts;
- arranging directors and officers insurance and other company insurance;
- preparing the annual general meeting;
- preparing the annual report;
- managing dividends;
- carrying out other functions under the company’s constitution; and
- assisting the chairperson and directors with governance matters.
- Depending on the size, nature and risk profile of your company the secretary may seek to undertake some or all of these tasks in consultation with management.
- If your company chooses not to have a company secretary you will need to ensure someone in your company is responsible for keeping ASIC records up to date and that someone will deal with ASIC correspondence.
- A compliance lawyer or adviser can help you understand your company secretarial duties and responsibilities. A compliance lawyer or adviser will also help you with company secretarial matters including:
- writing up the company minutes;
- filling out ASIC documents and lodging them with ASIC;
- responding to ASIC inquiries;
- assisting in interpreting your constitution and related mandates; and
- helping you formulate-+ policies and procedures for your company.
- They can also assist you when you want to change your company’s constitution.
- Our free Find a Lawyer directory may help put you in touch with the assistance you need.
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