Company Secretary Job Description: Duties And Legal Responsibilities For SMEs

If you run a small or growing company in Australia, you’ve probably heard the term “company secretary” come up in conversations about compliance, ASIC and corporate governance.

For many SMEs, the tricky part is working out what a company secretary job description should actually include, whether you really need to appoint one, and how to structure the role so it supports the business (rather than becoming a box-ticking exercise).

The good news is that, when the role is set up properly, a company secretary can be one of the most practical “risk and admin” functions in your company. They help keep your records clean, your decisions documented, and your ASIC obligations on track - which becomes increasingly important as you grow, bring on investors, or expand your director group.

Note: this article is general information for Australian businesses and isn’t legal advice. If you’re unsure about your obligations or how to set the role up for your circumstances, it’s best to get tailored advice.

Below we break down the key duties, legal responsibilities, and practical ways to structure a company secretary role for Australian SMEs.

What Is A Company Secretary (And Do SMEs Actually Need One)?

A company secretary is an officeholder of an Australian company. In simple terms, they’re usually responsible for the company’s corporate administration and governance - keeping the company “in order” from a legal and record-keeping perspective.

Many people assume “company secretary” automatically means a large enterprise with a dedicated governance team. But in practice, SMEs often appoint a company secretary because:

• they want one person clearly accountable for ASIC and company record-keeping;
• they have multiple directors/shareholders and want better governance processes;
• they are raising capital and need cleaner corporate housekeeping; or
• they’re scaling and need a predictable compliance rhythm.

Is A Company Secretary Mandatory In Australia?

For proprietary companies (most Australian SMEs are proprietary “Pty Ltd” companies), appointing a company secretary is generally optional. However, if you do appoint one, they become an officeholder with legal responsibilities.

Public companies generally must have at least one company secretary. (This article is written primarily for SME proprietary companies, but it’s still useful context if you’re planning to scale.)

Even when it’s optional, many SMEs still choose to appoint a company secretary because it helps create clearer internal ownership of compliance tasks and reduces the risk of “nobody did it” problems.

Company Secretary Job Description: Core Duties And Day-To-Day Responsibilities

A strong company secretary job description for an SME should cover both recurring compliance tasks and “event-based” tasks (like issuing shares, bringing in a new director, or updating key registers).

Below are the duties you’ll commonly see in Australia, written from a small business perspective (what you need the function to do for the company).

1. ASIC Administration And Company Details

Your company secretary often becomes the internal point-person for keeping the company’s ASIC details accurate and up to date. This commonly includes:

• monitoring ASIC deadlines (annual review date and invoice);
• coordinating payment of ASIC fees and ensuring the company stays compliant;
• updating company addresses (registered office/principal place of business) when you move;
• updating director details or share structure changes when required; and
• helping coordinate ASIC filings when corporate changes occur.

For SMEs, this is less about “forms” and more about avoiding late fees, compliance issues, and complications when you need to prove your company’s status (for a bank, investor, landlord, or purchaser).

2. Maintaining The Company’s Registers And Records

This is a big one. A company isn’t just what you do day-to-day - it’s also the official records showing who owns it, who runs it, and what decisions have been made.

A company secretary will typically maintain:

• the register of members (shareholders) and shareholdings;
• the register of directors and officers;
• minutes of director and shareholder meetings;
• company resolutions (especially written resolutions);
• the company’s constitution (if you have one); and
• key corporate documents like share certificates (where issued).

As you grow, tidy records become more than just “good admin”. They can be critical during due diligence, disputes between owners, or negotiations with investors.

If your business has a formal Company Constitution, your secretary may also be responsible for ensuring your processes follow it (for example, how meetings and voting work).

3. Supporting Directors With Governance Processes

Directors carry significant legal responsibilities. A company secretary can help directors fulfil those duties by creating reliable governance processes, such as:

• preparing board agendas and board packs;
• coordinating meetings and documenting key decisions;
• ensuring resolutions are properly drafted and signed; and
• keeping a clear “paper trail” for major decisions (especially where risk is involved).

This isn’t about adding red tape. For SMEs, it’s about making sure important decisions are properly documented - which can reduce personal risk for directors and reduce internal confusion later.

4. Handling Shareholder Administration And Equity Events

If your company has (or plans to have) multiple shareholders, your company secretary often becomes the person who keeps equity processes organised.

This may include:

• coordinating share issues, transfers, and share buy-backs (with legal advice where needed);
• maintaining share cap tables and ownership records;
• issuing share certificates (if used); and
• supporting shareholder meetings and resolutions.

In SMEs, “share stuff” is where things can go wrong quickly if it’s done informally. If you have multiple owners or you’re bringing on investors, it’s also where you’ll usually want a clear Shareholders Agreement so decision-making, exits, and dispute pathways are clear.

5. Coordinating Key Corporate Documents Across The Business

While a company secretary isn’t necessarily your general legal counsel, in many SMEs they become the internal coordinator for essential legal documents and compliance systems, such as:

• making sure signed contracts are stored properly and are easy to find;
• maintaining a contract register (especially with suppliers, customers, and contractors);
• helping implement standard templates and execution processes; and
• tracking renewals/expiry dates for important agreements.

If you collect customer information (even just via an enquiry form or email marketing list), your company secretary may also help ensure you have a suitable Privacy Policy in place and that your internal practices match what you say you do.

Legal Responsibilities: What The Company Secretary Is Accountable For (And What Directors Still Own)

When business owners draft a company secretary job description, a common mistake is assuming the secretary “carries” all the legal responsibility for compliance.

In reality, the legal risk is shared in a particular way:

• Directors have overarching legal duties and remain responsible for the company’s management and compliance.
• Company secretaries (where appointed) are officeholders and can also have statutory duties and personal liability in certain circumstances.

Company Secretary Duties Under Australian Corporate Law

Under the Corporations Act 2001 (Cth), a company secretary is an “officer” and may owe statutory duties similar to directors - including duties to act with care and diligence, act in good faith in the best interests of the company (and for a proper purpose), and not misuse position or information.

They can also be exposed to liability depending on what they do (or fail to do). For example, if a secretary is involved in a contravention (such as misleading statements to ASIC, failure to keep required records, or other compliance breaches), they may face personal consequences. This is why, if you appoint a secretary, it’s important the role has clear scope, access to information, and an escalation pathway to the directors.

In practical terms, this usually means:

• they should understand the company’s governance and compliance obligations (at least at a working level);
• they should keep accurate records; and
• they should escalate issues and risks to the directors promptly.

What Directors Still Need To Do

A company secretary can take a lot off your plate, but directors still need to:

• make decisions in the company’s best interests;
• ensure the business is solvent and financially managed appropriately;
• approve major decisions (and ensure they’re properly documented); and
• make sure the company’s governance is actually followed in practice.

Think of the secretary as helping you run a compliant system - not replacing the directors’ legal responsibilities.

How SMEs Should Structure The Company Secretary Role (Without Overcomplicating It)

SMEs don’t need a “big company” governance structure to get the benefits of a company secretary. The goal is to build a role that is right-sized for your risk profile and growth stage.

Option 1: Director-Led Secretary Function (Early Stage)

In very early stage companies (one or two directors, simple operations), it’s common for a director to effectively perform the secretary function informally.

If this is you, the main risk is that governance tasks are easy to postpone. If you’re doing this setup, consider at least implementing:

• a recurring compliance calendar (ASIC annual review date, key contract renewals);
• a single source of truth for company records (secure folder structure); and
• a consistent template for minutes/resolutions.

This can work well, but it usually starts to strain once you add more shareholders, more staff, or more complexity.

Option 2: Internal Admin/Operations Manager As Company Secretary (Common SME Model)

A very common SME structure is appointing a senior operations/admin manager as the company secretary, supported by external lawyers and accountants when needed.

This works best when:

• the person is organised and detail-oriented;
• there’s a clear process for escalating risks to directors; and
• the secretary role has enough authority to “hold the line” on compliance (for example, chasing signatures and keeping records updated).

In your company secretary job description, it’s worth being clear that the role includes “corporate governance and compliance coordination” - not just admin support.

Option 3: Outsourced Company Secretary Support (Lean But Reliable)

Some SMEs outsource all or part of the company secretarial function (particularly around ASIC updates, company registers, and corporate actions).

This can be useful if you:

• don’t have a suitable internal person;
• have complex ownership changes; or
• need cleaner governance for investors or business sale prep.

Even in an outsourced model, you still want an internal “owner” of the relationship, so tasks don’t fall into the gap between internal operations and external advisors.

Option 4: Dedicated Governance/Finance Hire (Scaling Stage)

If you’re scaling quickly (more entities, more directors, external funding, acquisitions), it may be time for a dedicated hire. At this stage, your company secretary might work closely with finance, legal, and leadership to maintain governance as your business grows.

For many SMEs, this is also the point where you tighten up your contract suite and execution processes, including using formal signing rules like section 127 signing where appropriate.

What To Include In A Company Secretary Job Description For An Australian SME

If you’re writing (or updating) a company secretary job description, it helps to separate the role into: (1) duties, (2) authority and reporting lines, and (3) practical deliverables.

Here’s a structure you can adapt.

Role Purpose (What You Want The Role To Achieve)

• Maintain the company’s corporate governance framework and statutory registers.
• Coordinate ASIC compliance and corporate filings (as required).
• Support directors with meeting processes and accurate documentation of decisions.
• Maintain clean, accessible corporate records to support growth, investment, and risk management.

Key Duties (Core Responsibilities)

• ASIC and compliance: manage annual review obligations, coordinate updates to company details, and track compliance dates.
• Company registers: maintain registers of members and officers, and ensure records reflect current ownership and governance.
• Meetings and minutes: coordinate board and shareholder meetings, prepare agendas, and maintain minutes and resolutions.
• Corporate actions support: assist with share issues/transfers, director appointments/resignations, and changes to share structure (with legal support where required).
• Document control: maintain secure storage of executed corporate documents and key contracts.
• Governance reporting: escalate compliance risks and missing documentation to directors promptly.

Authority And Reporting Lines (Avoid Confusion Internally)

In SMEs, role clarity is everything. Consider including statements such as:

• The company secretary reports to the board (or Managing Director) on governance and compliance matters.
• The company secretary is authorised to request information and signatures required for corporate record-keeping and compliance.
• The company secretary may liaise with external legal and accounting advisors as directed by the board.

Deliverables (What “Good” Looks Like)

• Up-to-date statutory registers at all times.
• Board and shareholder decisions documented within a set timeframe (for example, within 7 days).
• ASIC annual review completed by the due date each year.
• Centralised storage of key corporate records and executed documents.

These deliverables give you a measurable way to assess whether the role is working - which is particularly helpful if the company secretary function is only part of someone’s broader role.

Common Compliance Gaps SMEs Face (And How The Company Secretary Role Can Prevent Them)

Most compliance problems for SMEs don’t come from bad intentions - they come from being busy, moving fast, and not having a consistent process.

Here are common issues we see, and how a well-scoped company secretary role can help.

Corporate Records Are Scattered Or Incomplete

If key resolutions are missing, share records aren’t clear, or governance decisions were made “over Slack” with no paper trail, you can run into problems later - especially during fundraising, audits, disputes between founders, or a business sale.

A company secretary role helps create one dependable record-keeping system from day one.

Signing Authority Is Unclear

Many SMEs sign contracts quickly (which is often necessary), but later discover there was confusion about who could sign what, and whether the contract was properly executed.

A company secretary can implement a signing policy and standard approach to execution, including when to use company execution methods and when a director signature is sufficient.

Share Transfers And Equity Changes Aren’t Properly Documented

Equity changes are one of the biggest “future headache” areas for SMEs. If you’re issuing shares to a new investor or transferring shares between founders, you’ll want the process to be consistent and properly recorded.

Depending on the situation, you might also need documents like share transfer forms to support the ownership change and maintain clean records.

Employment Growth Without Governance Systems

If you’re hiring quickly, it’s easy for compliance systems to lag behind. While a company secretary isn’t your HR manager, they may help ensure the business has proper documentation in place, like an Employment Contract and centralised storage of signed employment documents.

This becomes even more important if you operate across different states, use contractors, or have sensitive business information you need to protect.

Key Takeaways

• A company secretary can be a practical compliance and governance function for Australian SMEs, even where the appointment is optional.
• A clear company secretary job description usually includes ASIC administration, maintaining registers, supporting board processes, and keeping accurate corporate records.
• Appointing a company secretary doesn’t remove directors’ legal responsibilities - it should support directors with systems, documentation, and escalation processes.
• SMEs can structure the role in different ways: director-led, an internal operations/admin lead, outsourced support, or a dedicated governance hire as you scale.
• Clean corporate record-keeping helps reduce risk now and makes future events (fundraising, restructuring, business sale) smoother and faster.

If you’d like help setting up your company governance documents and processes (including a constitution, shareholder arrangements, or contract signing practices), you can reach us at 1800 730 617 or team@sprintlaw.com.au for a free, no-obligations chat.

Note: This article is general information only and isn’t legal advice. For advice tailored to your business, get in touch with a lawyer.

Official Sources to Check

Rules and regulator guidance can change. Check the current official material most relevant to this issue before relying on the article:

• ASIC: Company directors and responsibilities
• Federal Register of Legislation: Corporations Act 2001