The Company Secretary
The role of the company secretary in Australia ensures that the company affairs are adequately administered according to the Australian Corporation’s legislation.
Do Australian companies need a company secretary?
A company other than a proprietary company must have a company secretary.
A public company must have a company secretary: at least one person who resides in Australia and must be appointed according to Section 204A(2) of the Corporations Act 2001 (Cth).
A proprietary company may choose to have a company secretary. The directors of the company appoint the company secretary. A company secretary must be at least 18 years old. If a company has only one company secretary, they must ordinarily reside in Australia.
Before the appointment, the Company Secretary must consent in writing to hold the position, and the Australian Securities and Investment Commission (ASIC) must be notified of who the secretary or secretaries are.
What is the role of a company secretary?
The company secretary is an officer of the company and, in that capacity, may be subject to the requirements imposed by the corporation’s Act on company officers.
A company secretary is critical in governing and monitoring how a company operates. They are essentially the company’s ‘chief governance advisor’ and support the board of directors to ensure the company is compliant with the relevant corporate legislation.
Notify The Australian Securities and Investment Commission (ASIC) when
- There are changes to officers’ names, addresses and identities
- Change to the ultimate holding company
- Change to registered office and place of business
- Changes to share structure
- Change the register of members
What are the duties of the company secretary?
- Manages the board’s operations and prepares and distributes agendas, committee papers, and reports.
- Record and maintain discussions in company minutes.
- Maintain and communicates the company’s compliance policies, processes, and procedures
- Assist the board on Governance matters that may arise internally and from other stakeholders, for example, external auditors and the relevant government departments.
- Maintains or updates the financial records of the company. Ensuring that the financial reports are lodged with specific government departments eg ASIC, ACNC, Department of Fair Trading.
For small and medium-sized companies – particularly those with foreign ownership, it’s highly cost-effective to employ an independent specialist to take care of the company’s secretarial duties.
The managing director’s responsibility and focus are to expand business revenue for the Australian entity. They may not have the corporate governance experience to understand the legislative requirements for the Australian entity. This would include Australian corporate compliance, the Australian Tax Office and laws dealing with workplace relations.
The company secretary function includes services that can be time-consuming and carry considerable risk for a global entity.
Not For Profit companies
One type of legal structure recommended for a charity and not-for-profit entity is a company limited by guarantee. The legal entity has its own legal identity as distinct from its members.
A company limited by guarantee is a public company set up under the Corporations Act and registered with the Australian Securities and Investments Commission (ASIC). Once registered as a company limited by guarantee, the company may also register as a charity under the ACNC Act.
The role of the company secretary for a not-for-profit company is to serve as the liaison between the board, management, and members of the organisation.
Company secretaries are the keeper of the nonprofit’s records. In this duty, they’re responsible for ensuring that records are accurate and eet all legal requirements, including filing annual deadlines. They are also
generally responsible for corporate governance matters and supports the directors by managing the board’s business.
For a registered charity, this would include ongoing compliance with the ACNC’s Governance Standards. This can include the holding of the annual general meeting, providing ASIC and or the ACNC with the financial information, and providing ASIC with updated details of director and secretary names and addresses.
How our outsourced corporate services can help
Abdera is an ASIC Registered Agent.
ASIC Registered Agents are persons that are authorised by registered Australian companies to submit documents to ASIC for lodgement, may receive notifications on behalf of the company and may provide other administrative services to businesses.
Abdera can assist with various corporate administration services, including:
- Acting as named Company Secretary for Australian businesses, including multinational, Not-for-profit and charities
- Acting as your resident director, local agent and public officer
- Ensure legislative and corporate compliance
- Incorporation and deregistration of companies
- Annual reviews
- Prepare minutes of meetings
- ASIC reporting and lodgement of company changes
- Updating and maintaining minute books and statutory registers
- Preparation and distribution of board and committee papers
- Advise on charity and tax concessions
- Corporate governance advice
- Corporate and NFP health checks and internal controls
Our company secretarial services are tailored to meet your organisation’s needs and budget, reducing the administrative burden and the overall cost to your organisation.
Give our team a call today or email us below
"*" indicates required fields