- What a company secretary does
- Who has to have a secretary, and who can be one
- How a secretary is appointed, and how the role ends
- Being the sole director and secretary of a proprietary company
- Appointing a co-director, a family member or an employee
- When the secretary role is mandatory: public companies
- Using a company secretarial service
- When someone cannot be the secretary
- When a quick professional check is worth it
- The role that concentrates the compliance burden
The question comes up at a few predictable moments. You are registering a new company and the ASIC form asks who the officeholders will be. You are the only director of a small business and a co-founder has asked whether you can simply be the secretary as well, or whether you need to find a separate person for the role. A secretary has resigned and the company needs to decide who fills the gap. Or you have just reviewed the company's ASIC records and noticed the secretary line has been empty for years, and you are wondering whether that matters.
The short answer is that yes, one person can hold both roles, and for most small proprietary companies doing so is completely standard. What is less obvious is what the secretary role actually involves. In Australian corporate law a company secretary is not an honorary title you add to a business card. It is a statutory office with real duties attached, and those duties apply whether you are paid, unpaid, the founder, or a family member who agreed to help. This article explains what a secretary does, who has to have one, who is eligible to be one, and the common situations in which holding both roles yourself makes sense.
What a company secretary does
In practice a company secretary is the officeholder who keeps the company compliant with its obligations under the Corporations Act 2001 (Cth). That covers the company's registered office, its statutory registers, lodgements with ASIC, records of meetings, and paperwork around share issues. The Act does not set out a long job description for the role, but it does something more specific. Under s 188, a secretary is personally responsible if the company contravenes any of a defined list of corporate responsibility provisions, including the requirement to maintain a registered office, the lodgement of notices with ASIC under s 205B, the issue of shares, and the lodgement of annual and half-year financial reports. A contravention of s 188 is a civil penalty provision, although a secretary who took reasonable steps to ensure the company complied has a defence.
Two details of that scheme matter for anyone deciding whether to hold the role. First, a secretary is an officer of the company. Section 9AD of the Corporations Act defines an officer as including a director or secretary, which means the general duties in Part 2D.1 apply: the duty of care and diligence in s 180, the duty to act in good faith and for a proper purpose in s 181, and the duties not to improperly use position or information in ss 182 and 183. These are the same core duties directors owe. Second, if a proprietary company has no secretary, each director carries the s 188 responsibility instead. So appointing a secretary does not move compliance risk off the company; it places it on a specific officer.
Who has to have a secretary, and who can be one
The starting point is s 204A of the Corporations Act. A public company must have at least one secretary, and at least one of its secretaries must ordinarily reside in Australia. A proprietary company is not required to have a secretary at all, but if it does have one or more, at least one of them must ordinarily reside in Australia. For the typical proprietary company, then, the role is optional, and the answer to "can I be both?" is plainly yes: you can hold the roles together, and you do not even strictly need to appoint anyone else.
Eligibility is set out in s 204B. Only an individual aged 18 or over can be appointed as a secretary, so a company cannot hold the role. A person who is disqualified from managing corporations under Part 2D.6 can only be appointed with permission granted by ASIC under s 206GAB or leave granted by the court under s 206G. Disqualification also ends the role: under s 204G, a secretary who becomes disqualified ceases to hold office unless ASIC or the court allows them to continue.
How a secretary is appointed, and how the role ends
The mechanics are straightforward but have a few firm deadlines. A secretary is appointed by the directors under s 204D. Before the appointment, the person must give the company a signed consent to act as secretary, and the company must keep that consent under s 204C. The terms and conditions of the role, including any remuneration, are for the directors to determine under s 204F, which is a replaceable rule.
Once a secretary is appointed, the company must lodge a notice of their personal details with ASIC within 28 days under s 205B(1), and must notify ASIC within 28 days of any change in those details. ASIC's guidance is that a company that reports more than 28 days after the event faces a late fee, so the 28-day clock is worth treating seriously rather than as an administrative nicety. When a person stops being a secretary, the company must lodge notice within 28 days under s 205B(5). A resigning secretary can instead notify ASIC directly, giving written notice accompanied by a copy of their resignation letter under s 205A, which relieves the company of its own lodging obligation under s 205B(6).
The Act does not set out a separate removal procedure for secretaries the way it does for directors of public companies. Because the appointment is the directors' act and the terms are theirs to set, ending the appointment is in practice a matter for the directors, and ASIC's officeholder portal lets a current officeholder record the date the secretary ceased. Whatever the reason the role ends, the 28-day notification clock starts. One further point worth knowing: under s 204E, an act done by a secretary is effective even if their appointment was invalid because of a failure to comply with the constitution or the Act, so a company cannot later disown documents the secretary signed on that basis.
Being the sole director and secretary of a proprietary company
This is the most common arrangement, and it works well for a small business. You appoint yourself, sign the consent, the company notifies ASIC, and one person carries both roles. The point to absorb is that holding both roles concentrates the compliance burden rather than creating it. Even with no secretary at all, the sole director of a proprietary company is the fallback for the s 188 corporate responsibility provisions. So being your own secretary changes your exposure less than people often expect; what changes is that the 28-day lodgement deadlines, the registers, and ASIC correspondence now all land on your desk by name. A calendar with the notification dates, and a file for the signed consent, will keep the arrangement out of trouble.
Appointing a co-director, a family member or an employee
Many small companies appoint a second person as secretary, often a co-director, a spouse, or a long-standing employee. The eligibility rules are the same as for any other appointee: an individual aged 18 or over who is not disqualified from managing corporations. The duties are also the same. An unpaid secretary who agreed to help out is still an officer, still owes the Part 2D.1 duties, and still carries the s 188 responsibility for the listed contraventions. The common trap in this scenario is the person who agrees to "just sign the forms" without realising the role attracts duties that cannot be waived by an honorary title or by the fact that they are not paid. It is also worth checking the company's constitution and any shareholders agreement before appointing, because some documents set their own requirements around who holds office.
When the secretary role is mandatory: public companies
If the company is a public company, the question changes shape. It must have at least one secretary at all times under s 204A(2), and at least one must ordinarily reside in Australia. The role also scales up with the company: board and meeting mechanics, reporting timelines, and continuous disclosure obligations mean the secretary in a larger company is typically a governance professional, often with a legal or accounting background. A director can still hold the role, but the sensible question flips from "can I be both?" to "should I be both?", because the consequences of a gap in the role, or of missed timelines, are larger and more public.
Using a company secretarial service
Outsourcing the role is an option and is common in small companies that want the compliance work handled by someone who does it daily. An external service provides a named individual, often an accountant or governance professional, to act as the company's secretary. Two limits are worth noting. The appointee must still be an individual who satisfies s 204B, because a company cannot itself be a secretary. And outsourcing the role does not outsource the company's underlying obligations: the company still must make its lodgements on time, and the appointed secretary still carries the duties attached to the office. What a service provides is reliable execution of the mechanics, which for a busy owner is often exactly what the role is for.
When someone cannot be the secretary
A few eligibility boundaries come up often enough to be worth knowing. A person under 18 cannot be appointed under s 204B(1). A person disqualified from managing corporations under Part 2D.6 can only take the role with ASIC permission or court leave, and a sitting secretary who becomes disqualified automatically ceases to hold office under s 204G. Residency is a separate rule that catches people out: if the company has a secretary, at least one secretary must ordinarily reside in Australia under s 204A. So an Australian company whose only director lives overseas cannot have that person as its only secretary; there must be a resident secretary alongside them.
When a quick professional check is worth it
For the straightforward case, a professional check may be unnecessary. If you are the sole director of a proprietary company, you appoint yourself, sign the consent, the company lodges the ASIC notice on time, and the arrangement is complete. A lawyer adds little to that sequence. A check becomes genuinely useful when one of the edges above is involved: a constitution or shareholders agreement that says something about secretaries, a proposed appointee with a disqualification or insolvency history, missed lodgements or ASIC correspondence already on the table, a move to a public structure, or any doubt about whether the current secretary arrangement is valid. None of that requires a lengthy engagement to diagnose. Most firms, including Artificer Legal, offer a free initial consultation, and a five-minute enquiry will normally tell you whether you are in the routine category or the one that needs attention.
The role that concentrates the compliance burden
The appointment itself is easy, which is why the question "can I be both?" has such a simple answer. What deserves care is everything that comes with the office. As secretary you are an officer of the company, subject to the same core duties as a director, and you carry personal responsibility for a defined list of company contraventions under s 188. When one person holds both roles, the compliance burden and every 28-day notification deadline land on that single person. So if you take on the role, treat the signed consent, the registers, and the ASIC lodgement dates as the working parts of the job they are, rather than as formalities. That is the difference between a company secretary who is a genuine safeguard and one who is a line on a form.