Legal Duties of a Company Secretary in Australia

If your company has appointed a secretary, or you are thinking about appointing one, it is easy to assume the role is mostly administrative. That is where businesses get caught. Common mistakes include treating the company secretary as a minute-taker only, forgetting that ASIC records must stay current, and assuming directors carry all the legal responsibility while the secretary has none.

For Australian companies, the secretary of a corporation duties can be practical, ongoing and tied closely to compliance. The role often sits right at the point where business decisions turn into legal paperwork, reporting obligations and formal company action. If those steps are missed, the problem can show up later when you are raising investment, signing finance documents, updating your cap table or dealing with ASIC.

This guide explains what a company secretary does in Australia, when the role matters most, what duties usually attach to it, and the common governance mistakes founders and SMEs should avoid before they sign, file or approve anything important.

Overview

A company secretary helps a company meet its corporate compliance and governance obligations. In Australia, a proprietary company does not have to appoint a secretary, but if it does, that person takes on legal responsibilities under the Corporations Act and can be personally exposed if key obligations are not met.

The role usually sits between the board, shareholders, ASIC records and the company’s day to day legal administration. In many small businesses, the secretary is also a director or founder, which makes it even more important to understand where each role starts and ends.

• A proprietary company can choose whether to appoint a secretary, but a public company must have one.
• If a secretary is appointed, they must meet eligibility rules and consent to the appointment.
• The secretary’s duties often include maintaining registers, lodging ASIC forms, supporting board processes and helping keep company records accurate.
• Directors still keep their own duties, even if the secretary handles administration.
• Poor record keeping can create problems during investment rounds, share transfers, restructures, finance applications and due diligence.
• The right documents and governance processes matter before you sign contracts, issue shares or change officeholders.

What Secretary of a Corporation Duties Means For Australian Businesses

The short answer is that a company secretary is not just an organiser, they are an officeholder with recognised legal responsibilities.

Under Australian company law, a company secretary is a person appointed to help manage the company’s compliance and administration. The exact workload depends on the size and complexity of the business, but the legal position matters even in a small private company with only one or two founders.

Is a company secretary required?

For a public company, yes. A public company must have at least one secretary.

For a proprietary company, no. A proprietary company does not need to appoint a secretary, but it may choose to. Many early stage businesses skip the role at first and rely on directors or external advisers to manage filings and records. Others appoint a founder, director or administrator because they want a clear person responsible for corporate paperwork.

If your company has no secretary, the directors usually carry the practical burden of making sure ASIC notifications, company records and governance steps are handled properly.

Who can be appointed?

The direct answer is that the person must meet the basic legal requirements and agree to act.

For Australian companies, a secretary must be at least 18 years old. Public companies have additional residency requirements, and proprietary companies should still ensure the person is capable of carrying out the role properly. The appointment should be formally approved, and the person should consent in writing.

This is where founders often get caught. Someone gets listed with ASIC because they have been “helping with admin”, but there is no board resolution, no written consent and no clarity about what they are actually responsible for.

What does the role usually cover?

The practical answer is that the secretary often acts as the company’s compliance and records gatekeeper.

Depending on the company, the role may include:

• maintaining company registers, including member and officeholder records
• preparing and keeping minutes and resolutions
• lodging ASIC notifications on time
• helping ensure company details remain current, such as registered office, principal place of business and officeholder details
• supporting board and shareholder meeting processes
• managing execution formalities for certain documents
• coordinating share issue, transfer or restructuring paperwork
• keeping the company constitution, shareholders agreement and governance records organised

In a startup or SME, that can expand quickly. If you are issuing shares to a new co-founder, bringing in investors, changing directors, adopting a company constitution or preparing for due diligence, the company secretary role often becomes central.

Do company secretaries owe legal duties?

Yes, a secretary can owe duties similar to some officer duties under the Corporations Act.

A company secretary is generally treated as an officer of the company. That means they may be subject to duties such as acting with care and diligence, acting in good faith in the best interests of the company and for a proper purpose, and not improperly using their position or information.

That does not mean the secretary makes every strategic decision. It does mean they should take the role seriously. If they know a required filing is wrong, a register is incomplete or a formal process has not been followed, ignoring it can create real risk.

How is this different from a director’s job?

The simple answer is that directors govern and decide, while the secretary often supports compliance and implementation, but the two roles can overlap.

Directors are responsible for managing the company’s affairs and making key decisions. The secretary usually supports the company’s legal administration and governance framework. In small companies, the same person may be both a director and secretary, but wearing both hats does not reduce the legal duties that apply.

That distinction matters before you sign a board resolution, approve new shares or update ASIC records. A director might decide to issue shares, but the secretary may be the person making sure the resolution, consents, register updates and ASIC paperwork actually line up.

When This Issue Comes Up

Secretary of a corporation duties matter most when your business is changing, growing or being checked by someone external.

Many founders do not think about the secretary role until there is a trigger event. The trouble is that corporate admin is easiest to fix before the event, not during it.

Company setup and early governance

The role often comes up when a business is first incorporated or when founders are working out the right business structure.

If you are setting up a company in Australia, you will usually decide early on:

• whether the business should operate through a company or another structure
• who the directors will be
• whether a secretary will be appointed
• whether you need a constitution
• how founder shares will be issued and recorded

Even if a proprietary company chooses not to appoint a secretary, someone still needs to keep records in order. That includes share registers, consents, resolutions and ASIC details.

Changes to directors, shareholders or share structure

The role becomes especially important when ownership or control is changing.

This commonly happens when:

• a co-founder joins or leaves
• new shares are issued
• existing shares are transferred
• an investor comes on board
• an employee share scheme is being considered
• the company is restructured before a raise or sale

If registers, approvals and filings do not match the commercial deal, future due diligence can become messy. A buyer or investor will usually want clean records. Missing minutes, outdated ASIC records or unclear share ownership can slow the transaction down or reduce confidence.

ASIC compliance and annual reviews

The secretary role often becomes visible when ASIC deadlines are missed.

Companies need to keep ASIC details up to date and review annual statements. If the business changes address, appoints or removes officeholders, or alters share details, the required notifications need to be handled correctly and on time. The company secretary is often the person expected to manage or coordinate that process.

Founders sometimes assume their accountant, bookkeeper or an online platform is handling everything. That assumption can create gaps. Corporate filings are not the same as tax reporting, and not every external adviser is responsible for governance records unless that work is clearly agreed.

Signing important contracts and finance documents

The issue can also surface before you sign a contract that requires proof of authority.

Lenders, landlords, major suppliers and investors often want comfort that the company has approved a transaction properly and that the signatories have authority. If the company secretary has maintained clear records, that process is easier. If not, the business may need to reconstruct approvals at the last minute.

This can affect commercial leases, shareholder arrangements, subscription documents, finance facilities and sale agreements.

Privacy, ecommerce and general operations

Even though the role is corporate rather than operational, it often intersects with broader business compliance.

For example, when a business is selling online, updating a privacy policy, rolling out customer terms or protecting a trade mark, the secretary may help keep the formal company records and approval trail in order. They are not a substitute for legal advice on contracts, privacy or intellectual property, but they can be the person coordinating resolutions, sign-off and record keeping.

Practical Steps And Common Mistakes

The best approach is to treat the company secretary role as part of your governance system, not as an afterthought.

For startups and SMEs, that usually means being clear about who is responsible for what, documenting decisions properly and checking that company records reflect what has actually happened in the business.

1. Decide whether you need a secretary at all

A proprietary company does not have to appoint one, so the first step is making an active choice.

A secretary may be useful if your business has multiple shareholders, frequent share movements, external investors, formal board processes or a lot of ASIC changes to manage. If your company is small and stable, the directors may decide to handle the function themselves, provided someone is clearly responsible.

The main risk is assuming the work will somehow get done without assigning it.

2. Formalise the appointment properly

If you appoint a secretary, document it properly from day one.

That should usually include:

• a board resolution approving the appointment
• written consent from the secretary
• checking eligibility requirements
• updating ASIC within the required timeframe
• updating internal registers and company records

A casual appointment creates avoidable problems later, especially if that person signs documents or is held out as responsible for company administration.

3. Keep registers and minutes current

The records matter just as much as the decisions.

Businesses often make real world decisions first and plan to “fix the paperwork later”. That is how missing share certificates, unsigned resolutions, incomplete member registers and unclear officeholder histories happen. Those gaps can become expensive when a transaction is on the table.

Your company records should generally reflect:

• who the directors and secretaries are
• who the shareholders are and how many shares they hold
• when shares were issued, transferred or cancelled
• what resolutions were passed and when
• what governing documents apply, such as a constitution or shareholders agreement

4. Do not confuse ASIC records with your full legal records

ASIC is only part of the picture.

Many businesses think that if ASIC has been updated, everything is legally sorted. That is not always true. Internal registers, signed resolutions, consents, share documentation and supporting agreements still matter. ASIC information may show the outcome, but it does not replace the underlying documents.

This comes up often in founder disputes and investment due diligence, where businesses discover the public record does not answer the bigger question of whether the correct legal steps were followed.

5. Separate secretary tasks from legal advice

A company secretary can help administer legal processes, but that is not the same as giving legal advice on complex issues.

If your company is changing its share structure, raising capital, negotiating governance rights, updating a constitution, dealing with director conflicts or preparing key contracts for contract review, you may need legal advice as well as admin support. The secretary can coordinate the process, but they should not be expected to fill legal gaps they are not qualified to address.

The same applies to areas like privacy, employment contracts, trade marks and online terms. These sit outside the narrow secretary role, even if the secretary helps organise approvals and records.

6. Be careful where one person wears multiple hats

Small businesses often appoint a founder as both director and secretary. That can work, but it needs discipline.

Where one person is doing everything, common mistakes include:

• signing resolutions without proper review
• forgetting to document conflicts of interest
• failing to distinguish board decisions from shareholder decisions
• missing filing deadlines because nobody else is checking
• assuming memory is a substitute for a company register

If one person holds multiple roles, use a reliable system for approvals, reminders and records. Before you spend money on setup for a raise, acquisition or restructure, make sure the historic paperwork is in order.

7. Prepare early for due diligence

The easiest time to clean up governance is before someone else starts asking questions.

Investors, lenders and buyers often ask for:

• ASIC extracts and officeholder details
• the constitution and any shareholders agreement
• share registers and copies of share certificates
• minutes and resolutions for key decisions
• evidence of director and shareholder approvals
• details of any options, convertible notes or other rights affecting ownership

If your secretary, directors or advisers cannot produce these documents quickly, the business may look less organised than it really is. That can affect timing, negotiation leverage and confidence in the deal.

Common mistakes to avoid

The biggest mistakes are usually simple admin failures with bigger legal consequences.

• Appointing a secretary without formal consent or proper approval.
• Failing to notify ASIC when officeholders or company details change.
• Letting internal registers fall out of sync with actual share ownership.
• Assuming directors are solely responsible and the secretary has no legal duties.
• Using template resolutions that do not match the company’s constitution or actual transaction.
• Leaving governance cleanup until an investor, bank or buyer requests documents.
• Expecting an accountant, bookkeeper or virtual assistant to manage corporate compliance without a clear scope.

FAQs

Does a proprietary company in Australia need a company secretary?

No. A proprietary company can choose whether to appoint a secretary. If it does not appoint one, the directors still need to make sure the company meets its record keeping and ASIC obligations.

Can a director also be the company secretary?

Yes, in many cases the same person can hold both roles. That is common in small companies, but the business should still document decisions and filings carefully because the legal responsibilities do not disappear.

Is a company secretary personally liable for anything?

Potentially, yes. A company secretary is generally considered an officer of the company and may owe statutory duties. Liability will depend on the facts, including what the secretary knew, did or failed to do.

What happens if ASIC records are wrong or out of date?

The company should correct them as soon as possible and review whether the underlying internal documents are also accurate. Outdated ASIC records can create practical problems with banks, investors, contracts and due diligence.

What documents should a company secretary keep organised?

Common documents include company registers, consents, minutes, resolutions, share issue and transfer records, the constitution, any shareholders agreement and evidence of ASIC notifications. The exact list depends on the company’s structure and history.

Key Takeaways

• A company secretary in Australia is an officeholder role with real compliance and governance responsibilities, not just an admin title.
• Public companies must have a secretary, while proprietary companies can choose whether to appoint one.
• If appointed, the secretary should be properly approved, consent in writing and be recorded correctly with ASIC and in the company’s internal records.
• The secretary of a corporation duties often include keeping registers current, managing minutes and resolutions, coordinating ASIC filings and supporting formal company processes.
• Directors still retain their own duties, even where a secretary handles day to day company administration.
• Good company records matter before you sign a contract, issue shares, raise investment, change officeholders or go through due diligence.
• If your business is dealing with secretary of a corporation duties and wants help with company records, ASIC updates, share issue documents, or governance paperwork, you can reach us on 1800 730 617 or team@sprintlaw.com.au for a free, no-obligations chat.