Does a company secretary need to be appointed?

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A proprietary company is not required to have a secretary. However, if it does, the person must live in Australia.

The role of a secretary will depend on the size and scale of the organisation. Some possible roles and duties of company secretaries are listed below:

  • Completing lodgements with regulators in relation to company office addresses, members register and share structure;
  • Reporting to the directors on corporate governance matters;
  • Maintaining financial records; and
  • Drafting meeting minutes to ensure meetings are accurately captured.

 

A secretary is an officeholder for the purposes of the Corporations Act.  Therefore the role has specific legal obligations.

Secretaries have many of the same duties as directors, including:

  • Acting with care and diligence;
  • Acting in good faith;
  • Not improperly using their positive to gain an advantage for themselves;
  • Not improperly using information obtained by their being a secretary.

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