- The public company rule and the proprietary company choice
- Incorporating and deciding whether to name a secretary
- A director who has quietly been doing the job
- Growth, share issues and a pile of deadlines
- Public and listed companies, where the role is compulsory
- Weighing up the career
- When you can safely leave it for later
- The appointment is the moment that matters
The title "company secretary" can sound like a leftover from another era, someone who files paperwork, books meeting rooms and takes the minutes. In Australian company law it is a formal office with statutory consequences, and it touches far more businesses than the name suggests. If you are incorporating a company, sitting on a growing board, staring at an ASIC deadline, or wondering whether the job is a career worth pursuing, you are in the right place. The role sits at the centre of how a company stays compliant, and understanding it is simpler than it first appears.
What a company secretary actually does
Under the Corporations Act 2001 (Cth), a company secretary is an officeholder appointed by the directors, not merely an employee who happens to do administration. The person can be an employee as well, but the office is separate from any employment contract. In practice the secretary is the person who keeps the company's governance machinery running: meetings convened and minuted, decisions recorded, registers kept current and ASIC informed of changes within the deadlines the Act sets. The core work clusters into a few tasks:
- Meetings and minutes: convening and minuting board and member meetings, including the annual general meeting for public companies.
- Registers and records: maintaining the register of members, the register of option holders and the other statutory records a company must keep.
- ASIC filings: lodging notices of officeholder and company changes within the statutory windows, and coordinating the annual statement.
- Execution and authority: signing documents alongside a director and managing the board's delegations and policy approvals.
Meetings, minutes and registers
The Act obliges a company to keep minute books recording the proceedings and resolutions of member meetings, director meetings and resolutions passed without a meeting, and to record them within one month (s 251A). The minutes must be signed by the chair of the meeting within a reasonable time. Companies must also set up and maintain a register of members, and a register of option holders if the company grants options over unissued shares (s 168). A public company must hold an annual general meeting at least once each calendar year and within five months of the end of its financial year (s 250N). The secretary is normally the person who makes all of this happen: agendas, board packs, notices, quorum checks and the record of what was decided and why.
The ASIC filing role
A company must lodge notice with ASIC within 28 days of appointing a director or secretary, within 28 days of any change to their personal details, and within 28 days of them ceasing to hold office (s 205B). Changes to company details such as the registered office or share structure are commonly lodged on ASIC Form 484. Each year ASIC also sends the company an annual statement after its review date, which must be checked and the review fee paid, and the directors consider whether the company can pay its debts as they fall due. Keeping those filings and records in step is the secretary's signature job.
Execution and liability
A company executes a document without a common seal when it is signed by two directors, or by a director and the secretary (s 127). That signature power is a practical reason the office exists. The same section of the Act carries real weight: a secretary is personally responsible, on a civil penalty basis, if the company contravenes certain provisions, covering the registered office rules, the notices to ASIC described above, share issue notifications and the lodgement of annual and half-year reports, unless the secretary took reasonable steps to ensure the company complied (s 188). The role is not a safe clerical harbour. It carries genuine statutory exposure.
The public company rule and the proprietary company choice
The Act draws a sharp line between company types. A public company must have at least one secretary, and at least one of them must ordinarily reside in Australia (s 204A(2)). A proprietary company is not required to have a secretary at all, but if it appoints one, at least one secretary must ordinarily reside in Australia (s 204A(1)). For the Pty Ltd, the structure most small and medium Australian businesses use, the appointment is a choice rather than a legal requirement.
The choice is not open to just anyone. Only an individual aged 18 or over can be appointed (s 204B(1)), and a person disqualified from managing corporations needs ASIC or court permission to take the role (s 204B(2)). Before the appointment, the person must give the company a signed consent to act, which the company must keep (s 204C). The appointment itself is made by the directors (s 204D), and once made, the 28-day notice clock under s 205B starts running. There is no rule that the secretary be a director, a shareholder or an employee, and one person can hold both the director and secretary roles at once.
Incorporating and deciding whether to name a secretary
At formation you choose who the first officeholders are. Many founders leave the secretary role unfilled at first, which is lawful for a proprietary company. The underlying work still exists: the constitution or the replaceable rules govern how meetings run, the register of members must be set up, and ASIC notifications have deadlines. It simply sits with whoever is running the business. Appointing a secretary from day one, even part-time or outsourced, gives one person clear accountability for the governance calendar. If you do appoint, remember the signed consent, the board minute recording the appointment and the ASIC notice within 28 days.
A director who has quietly been doing the job
The most common small company arrangement is no secretary at all, with a director handling meetings, minutes and ASIC filings as they arise. That works until it does not: deadlines slip, registers drift out of date, and nobody is formally recorded as responsible. If you are that director and want the role formalised, the process is short. The board passes a minute appointing you or someone else, the appointee signs the consent, the company lodges the notice with ASIC within 28 days, and the minute book and registers are brought up to date. Once in place, a director and secretary can sign documents together under s 127, which is useful for contracts and deeds, though the company's constitution should be checked because it can add its own execution rules.
Growth, share issues and a pile of deadlines
As a business adds shareholders, issues shares or options, changes its registered office or appoints new officeholders, the number of filings and records multiplies. Every one of those changes carries a statutory deadline, and the s 188 exposure means the person responsible can be personally on the hook if the company slips. This is the stage where many proprietary companies appoint a secretary for the first time, or bring in an outsourced or part-time governance professional, because the cost of a missed filing quickly exceeds the cost of the role.
Public and listed companies, where the role is compulsory
Public companies must have a secretary, and the annual general meeting and reporting obligations give the role real weight. Listed companies in particular are expected to maintain a governance function that keeps both the board and the market informed. The statutory minimum is the same officeholder test that applies everywhere, but in practice the role scales into a senior position working closely with the chair, the audit committee and external advisers.
Weighing up the career
If you are thinking about the job itself, there is no mandatory qualification for the company secretary of a proprietary company, and hands-on experience with ASIC processes and board administration is valued as highly as formal study at entry level. The professional body for the field is the Governance Institute of Australia, whose postgraduate programs and chartered designations of Chartered Secretary and Chartered Governance Professional are the recognised pathway into governance careers. Reported salaries vary widely with company size and sector: recruitment advertising commonly shows early governance roles from roughly $70,000 to $90,000, and senior secretarial roles in large or listed groups well above $150,000. Those figures are market data rather than legal thresholds, and your circumstances will differ.
When you can safely leave it for later
A small proprietary company with a sole director, no employees and no outside investors genuinely may not need a secretary yet. The registers and minutes still need to exist, but the office itself can wait until the business changes. The trigger points are practical: the first outside shareholder, the first employee, the first share issue, or the annual statement arriving with details that are wrong. From the moment you appoint a secretary, or decide to formalise the role, the consent, the board minute and the 28-day ASIC notice are non-negotiable, and the s 188 obligations attach to the officeholder. If you are unsure whether your company is at that stage, a five-minute enquiry with a commercial lawyer will normally give you a clear steer, and most firms, including Artificer Legal, offer an initial consultation without charge. It costs nothing to check, and it is far cheaper than unpicking a missed filing later.
The appointment is the moment that matters
The pattern across all of these situations is the same. For most Australian proprietary companies a secretary is a choice, but it is never a consequence-free one: the office carries signature power under s 127, personal exposure under s 188 and a hard 28-day clock for telling ASIC. Whether you are incorporating, growing, sitting on a public company board or building a governance career, the legal moment is the appointment itself, with the consent, the board minute and the notice to ASIC that follow it. Get that moment right and the rest of the role is good process. Get it wrong, and a small administrative detail can become a personal liability. A lawyer can help with the parts that depend on your company's own situation, such as whether your constitution and replaceable rules support the appointment and who should hold the office while your business grows.