Resident Director, Public Officer, Company Secretary, Local Agent: Which do I need?

What is the role of a Resident Director?

Under the Australian Corporations Act 2001, all companies incorporated in Australia must appoint at least one director who is a resident of Australia.

The resident director is responsible for overseeing the company’s statutory compliance and legal obligations.

Australian Resident Directors have the following obligations:

• Compliance with the Corporations Act 2001 includes filing annual reports and ensuring the company complies with Australian financial reporting and regulatory requirements.

• Representation of the company: The Resident Director acts as the official representative of the company in Australia, communicating with stakeholders, customers and regulators on behalf of the company.

• Responsibility for company activities: The Resident Director ensures the company operates within the bounds of Australian law and provides that its activities are consistent with its stated purpose and goals.

• Ethical and professional conduct: The Resident Director must maintain the highest standards of ethical and professional conduct, always acting in the company’s and its stakeholders’ best interests.

Can a resident director also be appointed a company secretary?

The roles of director and secretary in a company are different and involve different responsibilities. However, a director can also act as a company secretary, provided they carry out the necessary duties and obligations of both roles.

Can a resident director also act as the public officer?

Yes, they can, although there are various distinct obligations:

The role of the public officer is to be the Company’s representative to the Australian Tax Office (ATO) and to take responsibility for the Company’s obligations under the Income Tax Assessment Act 1936.

Are resident directors and Local agents different?

Yes, a resident director is appointed for an Australian incorporated company, as a local agent is required for a foreign company registered outside Australia.

What is the role of a company secretary?

In Australia, the role of a company secretary for a company incorporated under the Corporations Act 2001 can include the following responsibilities:

• Ensuring the company complies with its obligations under the Corporations Act and other relevant laws and regulations.
• Maintaining accurate records of the company’s affairs and ensuring that it files its annual returns with the Australian Securities and Investments Commission (ASIC).
• Providing guidance and support to the board of directors on matters related to corporate governance and ensuring that the board complies with its obligations under the Corporations Act.
• Preparing and distributing board and shareholders’ meeting agendas, minutes, and other relevant documents.
• Ensuring the company has appropriate systems for managing its finances and other affairs.
• Providing advice on the company’s obligations under the Corporations Act and other relevant laws and regulations.

Depending on the size of the company, the specific responsibilities of a company secretary may vary.

In addition, the duties of a company secretary may be delegated to another person within the company. Still, the company secretary remains responsible for ensuring that the tasks are performed correctly.

What is the Role of a Public Officer?

The public officer of a company has various responsibilities under the Corporations Act 2001, including:

1. Receiving official communications from the Australian Securities and Investments Commission (ASIC) and other government agencies.
2. Ensuring the company complies with its reporting and lodgment obligations under the Corporations Act.
3. Keeping and maintaining accurate records of the company’s affairs.
4. Ensuring the company pays any fines or penalties imposed by ASIC or the courts.
5. Representing the company in legal proceedings, if required.
6. Filing the company’s annual return with ASIC.

Public officers should have a general understanding of the responsibilities and obligations of the role and the laws and regulations governing the organisation for which they serve as a public officers.

In addition, the public officer should possess certain personal qualities, such as integrity, honesty, and sound judgment, as they represent the organisation and ensure it complies with its legal obligations.

It would be advantageous for the public officer to have a background in law, accounting, or another relevant field, as they may be required to handle complex legal and regulatory issues. It is essential to consult the applicable laws and regulations to determine the specific skills and qualifications necessary for serving as a public officer.

What is the role of a Local Agent?

A foreign company (also known as a branch office) is an appendage of its parent company–the ‘branch’ being an alternate/additional business location (Australia). It’s not a separate legal entity under Australian law, although it must comply with Australian law and tax requirements.

A foreign company doing business in Australia needs to appoint a Local Agent to meet legal requirements.

The local agent of your foreign company is answerable for any obligations that must be satisfied by the company and may be legally liable for any infringements and penalties incurred by the company.

In Summary, which roles do I need?

If you set up a company in Australia, you require a resident director.

A foreign company requires a local agent.

You will also need to appoint a public officer.

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