Company Secretary Duties And Responsibilities In Australia

If you’ve set up a company (or you’re thinking about it), you’ve probably come across the phrase company secretary and wondered: do I actually need one, and what do they do?

This comes up a lot for small businesses, especially where the director is also the founder, the main operator, and the person trying to keep everything compliant at the same time.

The good news is: in many small private companies, appointing a company secretary is optional. But “optional” doesn’t mean “unimportant”. Even if you don’t formally appoint a secretary, the tasks a secretary would typically handle still need to be done by someone - and if they’re missed, the company (and sometimes the directors) can face avoidable legal and commercial headaches.

Below, we’ll walk you through what the company secretary role is in Australia, the most common company secretary duties, when you should consider appointing one, and how to set your company up so governance doesn’t become a growth blocker later.

What Is The Company Secretary Role In An Australian Company?

In Australia, a company secretary is an officer of the company who helps manage the company’s “corporate admin” and compliance obligations - in particular, obligations under the Corporations Act 2001 (Cth) and requirements with ASIC (the Australian Securities and Investments Commission).

It’s helpful to think of the company secretary role as the person who makes sure the company runs “properly on paper”, including things like:

• keeping the company’s registers up to date
• maintaining key records (like minutes and resolutions)
• making required filings with ASIC
• supporting directors with meeting and decision-making processes

Important: a company secretary is not the same thing as an “executive assistant”, “office manager”, or “admin support” role - even though, in small businesses, those responsibilities can overlap.

Is A Company Secretary A Director?

Not necessarily. A company secretary can be a director, but they can also be someone else (including an external provider). In many small companies, a director is appointed as the company secretary simply because the director is already making decisions and handling governance tasks.

However, it’s worth remembering that being a company secretary is a formal appointment with legal responsibilities. It isn’t just a job title you can use casually.

Why Does The Company Secretary Role Matter For Small Businesses?

When you’re running a small business, you’re usually moving fast - hiring, signing contracts, taking payments, buying equipment, leasing premises, bringing on investors, or expanding into new markets.

The company secretary role matters because it helps ensure your company can show, at any point, that it has:

• made decisions properly
• kept accurate records
• complied with basic corporate requirements
• appropriate authority to enter into contracts and arrangements

This becomes especially important when a bank, investor, buyer, franchisor, landlord, or major supplier asks for corporate records (which is very common during due diligence).

Do Small Businesses Need To Appoint A Company Secretary?

This is where many business owners get stuck, because the answer depends on what type of company you have.

Proprietary (Pty Ltd) Companies

If your business is a proprietary company (a “Pty Ltd”), you generally do not have to appoint a company secretary.

That said, you can appoint one - and for many small businesses, it’s a practical way to make sure governance tasks don’t fall through the cracks as the company grows.

If you’re still deciding whether a company is the right structure for you, the set-up stage is a good time to get this right, including who will handle compliance and records from day one. (This often sits alongside decisions like who the directors will be, how shares are issued, and what rules the company will operate under.)

For many founders, these decisions are wrapped into the initial Company Set Up.

Public Companies

If you run a public company, the rules are stricter. Public companies generally must have at least one company secretary, and there are additional governance and reporting requirements.

Most small businesses are not public companies, but this can become relevant if you’re scaling quickly, raising capital broadly, or planning a restructure.

When Appointing A Company Secretary Is A Good Idea (Even If It’s Optional)

Even if your company doesn’t legally require a secretary, it’s often worth appointing one if:

• you have multiple shareholders and want clean decision-making processes
• you’re raising investment, issuing shares, or creating different share rights
• you’re planning to sell the business in the next few years
• you’re signing high-value or high-risk contracts and need better governance
• you have a board or advisory group and need meeting processes
• compliance admin is distracting the director(s) from running the business

In these situations, a company secretary can be the “governance backbone” that keeps everything organised, consistent, and audit-ready.

Company Secretary Duties: What Are They Responsible For?

Day-to-day company secretary duties can vary depending on your company’s size and structure, but they typically sit across three areas: corporate records, ASIC compliance, and governance support.

1. Maintaining Company Records And Registers

One of the most common parts of the company secretary role is managing company records, including:

• the register of members (shareholders)
• the register of officers (directors and secretaries)
• minutes and resolutions
• share issue and transfer documentation
• company details such as registered office and principal place of business

This matters because many corporate actions are easier to support (and show to third parties) if there’s a clear paper trail showing what the company decided and when.

2. ASIC Compliance And Notifications

Companies have ongoing obligations to keep ASIC records up to date and to meet certain annual requirements.

A company secretary will often be responsible for coordinating (and sometimes lodging) things like:

• updates to officeholders (appointments, resignations, address changes)
• updates to registered office or principal place of business
• share structure changes (where applicable)
• annual review process and fee payments

Missing or delaying ASIC notifications can lead to late fees, compliance issues, and complications during banking, investment, or a sale process.

3. Supporting Director And Shareholder Decisions

Another key part of the company secretary role is supporting the way decisions are made and recorded, including:

• preparing notices of meetings (where needed)
• coordinating meetings and recording minutes
• preparing and maintaining written resolutions
• helping ensure decisions align with the company’s constitution and any shareholder arrangements

For small businesses, written resolutions are often the practical tool that keeps governance moving without formal meetings.

For example, you might record key decisions using a Directors Resolution Template so it’s clear what was approved and when.

4. Helping The Company Execute Documents Properly

When your company signs contracts, it’s not just about the commercial terms - it’s also about making sure the company has the authority to enter into that agreement, and that execution has been done correctly.

This becomes especially important where:

• there are multiple directors
• the counterparty requires execution in a particular way
• you’re dealing with banks, leases, large suppliers, or complex transactions

The company secretary may assist directors in understanding signing requirements and internal approval steps. Many businesses also choose to align their approach with the rules around signing documents under section 127, especially when the other side wants certainty the contract is enforceable.

5. Keeping Your Governance Documents Up To Date

Your company’s internal governance framework often includes documents like:

• a constitution (or replaceable rules)
• shareholder arrangements
• company policies and approvals processes

If you have a constitution, the secretary may help ensure the company actually follows it in practice (for example, how directors are appointed, how shares can be issued, and how meetings are run).

Many companies formalise those internal rules through a Company Constitution, and some businesses update governance rules as the company grows by choosing to Adopt A Constitution that better reflects their current structure.

How Do You Appoint A Company Secretary (And What Should You Think About First)?

Appointing a company secretary is a formal step. It’s not just an internal job title.

Before you appoint someone, it helps to get clear on what you actually need from the role - and whether you want it handled internally (by a director or trusted staff member) or externally (by a specialist provider).

Step 1: Decide What You Need The Secretary To Cover

For small businesses, the company secretary role might cover all corporate admin, or it might focus only on higher-risk items such as ASIC changes and board records.

A simple way to define scope is to list:

• what tasks are recurring (e.g. annual reviews, record keeping)
• what tasks happen occasionally (e.g. share issues, restructures)
• what tasks are business-critical (e.g. investor reporting, finance approvals)

Step 2: Check Your Company’s Internal Rules

Your company’s constitution (or replaceable rules) may set out how secretaries are appointed and removed, and what powers they have.

If you have a constitution, it’s worth making sure your appointment process matches it - especially if you have multiple shareholders or directors.

Step 3: Record The Appointment Properly

The appointment should be documented (usually by a director resolution), and the company should keep those records with its corporate documents.

This is one of those “small admin steps” that can save you major stress later - particularly if your company is ever asked to prove who its officers were at a point in time.

Step 4: Update ASIC Records (If Required)

Once appointed, your company will generally need to notify ASIC within the relevant timeframes.

If you’re not sure what needs to be lodged, when, and how, it’s a good idea to get advice - especially if you’re also making other changes (like issuing shares, changing directors, or updating addresses) at the same time.

Who Can Be A Company Secretary?

For proprietary companies, a company secretary can often be:

• a director
• a trusted employee
• a professional advisor or external provider (depending on what you need)

What matters most is that the person is reliable, organised, and understands the compliance expectations - because late filings and missing records tend to show up at the worst possible time (like during a funding round or business sale).

What Governance Documents Should Small Businesses Have Alongside The Company Secretary Role?

Whether or not you appoint a company secretary, small businesses often run into trouble because their governance documents don’t match how the company actually operates.

Strong governance doesn’t have to be complicated - it just needs to be clear, consistent, and documented.

Key Documents That Support Good Corporate Governance

Here are some of the common documents small businesses use to keep decision-making clean and reduce disputes:

• Company Constitution: sets out internal rules for how the company operates (directors, meetings, share issues and more). This is often used instead of relying purely on replaceable rules.
• Shareholders Agreement: particularly important if you have more than one owner, as it can set out decision-making, exit rights, and what happens if there’s a dispute. Many businesses use a Shareholders Agreement alongside (or even more heavily than) the constitution day-to-day.
• Directors’ and shareholders’ resolutions: written records of major decisions - helpful for banks, investors, and general risk management.
• Delegations and approval processes: who can sign what, spend what, and approve what (especially important as you hire managers).

Common “Red Flags” We See In Small Business Governance

If you’re growing, these are common signs your business might need to tighten up company records (with or without a formal company secretary):

• you have multiple shareholders but no clear process for decisions
• share transfers or issues happened informally (e.g. “we agreed over email”)
• you’re not sure where minutes, resolutions, and registers are kept
• ASIC details are outdated (addresses, officers, share structure)
• contracts are signed without clarity on who had authority to sign

If any of these feel familiar, it doesn’t mean you’ve “messed up” - it usually just means the business has outgrown its early-stage processes. The key is to fix it early, before a dispute or transaction forces you to do it under pressure.

Key Takeaways

• The company secretary role focuses on corporate compliance, records, and supporting proper decision-making in an Australian company.
• Most small proprietary (Pty Ltd) companies don’t legally have to appoint a company secretary, but many choose to as they grow or bring on multiple shareholders.
• Common company secretary duties include maintaining registers and records, managing ASIC updates, preparing minutes and resolutions, and supporting proper execution of documents.
• Even if you don’t appoint a secretary, the underlying compliance tasks still need to be handled - and missing them can create problems during funding, leasing, banking, or selling the business.
• Good governance is easier when your documents (like your constitution and shareholder arrangements) match how your business actually runs.

This article is general information only and does not constitute legal advice. If you’d like advice on your specific circumstances, get in touch with a lawyer.

If you’d like help setting up your company governance properly - whether that’s appointing a company secretary, updating your corporate records, or putting the right documents in place - you can reach us at 1800 730 617 or team@sprintlaw.com.au for a free, no-obligations chat.