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.




