Running a company involves more than delivering products, managing staff and keeping customers happy. It also means maintaining the company’s legal records, keeping ASIC information current and making sure important decisions are properly documented.
For many Australian business owners, these responsibilities sit quietly in the background until there is a change in directors, shareholders, business addresses or ownership. That is where the company secretary role becomes important. A capable company secretary helps create order around corporate compliance, governance and record keeping, reducing the risk that essential obligations are overlooked.
What is a company secretary?
A company secretary is an officeholder of a company. The role is separate from an administrative assistant or personal secretary, although smaller businesses may combine practical administration with company secretarial work.
In a proprietary company, appointing a company secretary is optional. However, if a proprietary company does appoint one or more secretaries, at least one must ordinarily reside in Australia.
A public company must have at least one company secretary who ordinarily resides in Australia. A company secretary must be an individual aged at least 18, must not be disqualified from managing corporations unless the required permission or court leave applies, and must provide signed consent before appointment.
The same individual can act as both a director and company secretary. This is common in smaller proprietary companies, particularly where there is a sole director or a closely held group of owners. Even so, business owners should consider whether combining the roles is practical as the company grows, takes on investors, adds shareholders or enters more complex commercial arrangements.
At its core, the company secretary’s role is to help ensure the company meets its corporate obligations and maintains reliable records of its decisions and structure.
Why the role matters, even for a small proprietary company
It can be tempting to treat company secretarial work as a formality. A company may only have one or two directors, a small number of shareholders and straightforward trading activities. However, the legal distinction between the company and its owners still matters.
A company has its own legal identity. It owns assets, enters contracts, incurs debts, lodges information with ASIC and must keep appropriate records. When company details or decisions are not documented properly, problems can arise later, particularly when the business is sold, refinanced, restructured, reviewed by the ATO or involved in a dispute.
A company secretary can help keep the following matters organised:
– director appointments, resignations and changes of personal details
– shareholder changes, share issues and share transfers
– the company’s registered office and principal place of business
– registers of members and other company registers
– board and shareholder resolutions
– meeting minutes and written resolutions
– ASIC annual review obligations
– company records needed to support financial reporting, tax work and commercial decisions.
Good company secretarial practices are not just about lodging forms. They help establish a clear history of who made decisions, when those decisions were made and on what authority.
That history can be valuable when a company applies for finance, brings in a new business partner, sells shares, declares dividends, enters a shareholders’ agreement or needs to show that transactions were properly authorised.
The legal responsibilities that come with appointment
A company secretary is not merely a filing contact. Under Australian corporations law, a company secretary is an officer of the company. This means the role can carry legal obligations and potential personal consequences.
Company officers must exercise care and diligence, act in good faith in the best interests of the company and for a proper purpose, avoid improperly using their position, and avoid improperly using information obtained through their role.
The exact application of these duties depends on the circumstances and the person’s actual role within the business. However, accepting a company secretary appointment should never be treated as a nominal favour for a family member, employee or external adviser.
There are also specific responsibilities connected with company administration. These include responsibility for ensuring the company addresses certain ASIC notification and register-related obligations, including changes involving officeholders, members and an ultimate holding company where relevant.
For a proprietary company that does not have a company secretary, the directors take on those secretary-related responsibilities. In other words, choosing not to appoint a secretary does not remove the company’s compliance obligations.
A company secretary should therefore have access to accurate information and be told promptly about relevant changes. They cannot effectively help the company stay compliant if directors make decisions informally and only mention them after documents have been signed or a deadline has passed.
The practical work of a company secretary
The scope of the role varies widely. In a large public company, the secretary may be heavily involved in board governance, market disclosure processes, investor communications and committee administration. In a small proprietary company, the role is usually more focused on maintaining corporate records and coordinating compliance tasks.
Common practical responsibilities include the following.
Maintaining the company’s ASIC details
Companies need to keep their registered information current. Changes such as a new director, a director’s change of address, a secretary appointment or resignation, a change in share structure, or a new registered office may need to be notified to ASIC.
Many changes must be reported within 28 days. Leaving updates until the annual review can lead to late fees, inaccurate public records and avoidable administrative pressure.
The secretary often coordinates the information required for these updates, checks that internal records agree with ASIC records and makes sure supporting documents are retained.
Managing annual review processes
ASIC issues an annual statement around the company’s review date. This is an important opportunity to confirm that details held on the companies register remain correct.
The annual review process generally involves:
– reviewing company and officeholder details
– checking share and member information
– arranging updates where information is incorrect or has changed
– ensuring the annual review fee is paid by the due date
– helping directors manage the company’s solvency resolution requirements.
The directors are responsible for the company’s solvency resolution. However, a company secretary can play an important coordination role by ensuring the matter is placed before the directors, documented properly and retained with the company records.
Preparing minutes and resolutions
Company decisions are often made through directors’ meetings, shareholders’ meetings or written resolutions. The formality required will depend on the company’s constitution, the Corporations Act and the decision being made.
A company secretary may help prepare agendas, notices, minutes and resolutions. They can also ensure that documents accurately reflect what was decided, identify the correct decision-makers and record any relevant approvals.
Minutes should not be an afterthought. They are a record of the company’s corporate decision-making and may be important evidence if the decision is later questioned.
Keeping company registers and records
A company must maintain certain records, including financial records that correctly record and explain transactions and the company’s financial position and performance. Financial records must generally be retained for at least seven years.
Company records also extend beyond accounting files. Depending on the company’s circumstances, they can include:
– the register of members
– share certificates and transfer documentation
– directors’ and members’ resolutions
– meeting minutes
– written consents from directors and secretaries
– the company constitution
– loan agreements and security documents
– records of options, share issues or buy-backs
– ASIC correspondence and lodgement confirmations.
A strong company secretary process brings these records together in an orderly corporate file, whether maintained securely in physical form, electronically or both.
Supporting valid document execution
The company secretary may also have a role in coordinating how documents are signed. Australian corporations law provides recognised ways for companies to execute documents, including execution by a director and company secretary in appropriate circumstances.
This does not mean the secretary should sign every contract presented to the business. Before execution, the company should confirm who has authority, whether the board or members need to approve the transaction, and whether the signing process matches the company’s constitution and the document’s requirements.
For important documents, such as loan agreements, property transactions, shareholder arrangements or business sale contracts, legal advice may be needed before signing.
How company secretarial work supports tax and accounting compliance
Company secretarial work, bookkeeping and tax compliance are different functions, but they are closely connected.
Accurate bookkeeping helps produce reliable financial information for BAS reporting, income tax returns, payroll obligations, superannuation processes and business planning. Company secretarial records explain the legal structure behind many of those transactions.
For example, accounting records may show that money moved from a company bank account to an owner. Company records and supporting advice may be needed to establish whether the amount was wages, a dividend, repayment of a loan, reimbursement of an expense or another type of transaction.
Likewise, when shares are issued or transferred, the company’s register of members needs to reflect the legal ownership position. That information may be relevant to tax planning, succession planning, business valuations and any future sale of the business.
A company secretary can help establish a disciplined workflow between directors, bookkeepers, accountants and advisers. A useful process is to ensure that significant events are communicated early, rather than discovered at EOFY.
Events worth flagging promptly include:
– a new investor or shareholder
– a director joining or leaving
– a business acquisition or sale
– a new loan, guarantee or finance arrangement
– a change in business premises
– a proposed dividend
– a family-law, estate-planning or succession event affecting ownership
– the use of company funds for private purposes
– a company becoming unable to pay debts as they fall due.
The secretary does not replace a registered tax agent, accountant, lawyer or financial adviser. Instead, the role helps ensure those professionals receive complete and timely information, allowing them to provide advice based on the company’s actual position.
A practical example: growth exposes missing records
Consider a small proprietary company operated by two founders. For several years, they make decisions informally and rely on their accounting software as their main source of records.
As the business grows, one founder wants to sell part of their interest to a new investor. During due diligence, the parties discover that past share changes were never properly recorded, ASIC details do not match the intended ownership arrangement, and several key decisions have no written resolutions.
The transaction may still be able to proceed, but the founders now need to reconstruct documents, seek advice and resolve inconsistencies before the investor is comfortable moving forward. This can delay the deal and increase professional costs.
If the company had maintained its register of members, resolutions and ASIC records as changes occurred, the ownership position would be easier to confirm. The company secretary function is often what keeps that administrative foundation in place.
Choosing the right approach for your business
Not every small company needs a dedicated in-house company secretary. For a straightforward proprietary company, the role may be performed by a director, provided they understand the obligations and have a reliable system for meeting them.
As a business becomes more complex, it may be sensible to allocate company secretarial duties more formally. This may involve an internal finance manager, an external corporate services provider or coordination between the company’s directors, accountant and legal adviser.
When reviewing your arrangements, consider:
– Is there a clear person responsible for monitoring ASIC correspondence and deadlines?
– Are director, shareholder and address changes reported promptly?
– Are company records separate from the owners’ personal records?
– Is the register of members current and consistent with the ASIC record?
– Are major decisions documented through appropriate minutes or resolutions?
– Does the company have a clear process for approving dividends, loans, new shares and significant contracts?
– Can the business quickly produce its corporate records if requested by a lender, buyer, regulator or adviser?
The right answer will depend on the company’s size, ownership structure, industry and growth plans. What matters is that responsibility is clear and records are maintained consistently.
Keeping the company on solid ground
A company secretary plays an essential role in maintaining the legal and administrative foundations of an Australian company. For public companies, the position is mandatory. For proprietary companies, it is optional, but the underlying obligations remain whether or not a secretary is appointed.
For business owners, the key lesson is simple: do not let corporate compliance become a catch-up exercise. Keeping ASIC information, company registers, resolutions and financial records in order supports better decision-making and can prevent complications when the business changes or grows.
This article is general information only and is not personal financial or tax advice. Speak with a registered tax agent or accountant, such as Ample Finance, about your company’s specific circumstances and the support that may be appropriate for your business.