Company Secretary: When You Need One And How To Appoint Them

If you’re running a company, you’re probably already juggling the “big picture” work (customers, cashflow, staff, growth) with the behind-the-scenes admin that keeps everything moving.

One of the most common questions we hear from business owners is: do I need a company secretary in Australia? And if you do, what does a company secretary actually do?

The term can sound a bit old-school, but the role is still very real. A company secretary can be a key part of staying compliant with ASIC requirements and keeping your corporate records in order (especially as your company gets bigger, takes on investors, or starts operating more formally).

Below, we’ll walk you through what a company secretary is, who needs one, what they do day-to-day, and how to appoint (or change) a company secretary in Australia.

Note: This article is general information only and doesn’t take into account your specific circumstances. It isn’t legal advice. If you’d like advice tailored to your situation, you should speak with a lawyer.

What Is A Company Secretary In Australia?

A company secretary is an officer of a company who helps the company meet its legal and administrative obligations.

In practice, the company secretary is often the person who makes sure your company’s “paperwork side” is being handled properly, such as:

• maintaining company registers (like the register of members/shareholders)
• keeping minutes and records of resolutions
• managing ASIC lodgements and updates (for example, director changes or address changes)
• supporting directors with governance and compliance tasks

This is why you’ll often hear it described as the company’s compliance “gatekeeper”.

Company Secretary Meaning (And What It’s Not)

A common point of confusion is mixing up a “company secretary” with a general admin assistant or receptionist.

A company secretary is a formal role recognised under Australia’s corporate law framework, and (depending on the company type) it comes with real responsibilities around compliance and record-keeping.

So, when people ask “what is a secretary of a company?”, the short answer is: it’s an official company position focused on governance and corporate administration, not just day-to-day admin support.

Is A Company Secretary The Same As A Director?

Not necessarily. A director and a company secretary are different roles (though one person can sometimes be both, depending on the company and circumstances).

Directors are responsible for making high-level decisions and ensuring the company is managed properly. A company secretary often supports the directors by handling corporate records and compliance tasks.

Even if you appoint a company secretary, directors generally still remain accountable for ensuring the company meets its legal obligations. Think of it as: a company secretary can help you run a compliant company, but they don’t remove directors’ responsibilities.

Who Needs A Company Secretary In Australia?

This is where the answer depends on what type of company you’re running.

Public Companies: A Company Secretary Is Mandatory

If you run a public company in Australia, you generally must have at least one company secretary.

Public companies often have more complex governance obligations and reporting expectations, so the law requires this role to exist.

Proprietary (Pty Ltd) Companies: Usually Optional

If you’re running a proprietary company (commonly a “Pty Ltd”), you generally don’t have to appoint a company secretary.

Many small businesses start without one, especially if the company has a simple structure (for example, one or two directors/shareholders) and you’re keeping your records tidy.

That said, appointing a company secretary can still be a smart move if:

• your company is growing quickly and you want stronger governance
• you’re bringing on investors or issuing new shares
• you want someone internally accountable for ASIC compliance and corporate records
• your directors are time-poor and would prefer help managing ongoing company admin

Residency Requirements If You Appoint One

Australia’s corporate law includes residency requirements for company officeholders, and these can vary depending on the company type.

In general:

• if you operate a public company, you’ll need at least one company secretary who ordinarily resides in Australia
• if you operate a proprietary company and you choose to appoint a company secretary, you’ll generally need at least one company secretary who ordinarily resides in Australia

This often matters for businesses with overseas founders or directors. If you’re building a company with cross-border team members, it’s worth checking early who will hold which formal roles.

What If I’m Setting Up A New Company?

If you’re still at the setup stage, you’ll make these choices when you incorporate the company and decide who your officers will be.

For many business owners, the decision about whether to appoint a secretary comes up alongside other setup choices like whether you need a Company Set Up with the right structure, shareholdings, and ongoing governance framework.

What Does A Company Secretary Do Day-To-Day?

The exact duties can vary depending on your business, industry, and how formal your governance needs to be. But in general, a company secretary’s responsibilities typically sit in these key areas.

1. ASIC And Corporate Compliance Support

Most companies have ongoing “housekeeping” obligations, including keeping ASIC details up to date and meeting annual review requirements.

A company secretary will often:

• help make sure ASIC records match what’s happening in the business
• prepare and lodge changes (such as changes to officeholders, addresses, or share structure)
• help coordinate annual statements and fee payments

Even if a secretary handles these tasks, it’s still important that directors remain on top of what’s being lodged and when.

2. Company Records, Minutes And Resolutions

Well-kept company records are more than “nice to have”. They can become critical if you:

• raise money or take on new shareholders
• sell the business
• have a dispute between founders
• need to prove a decision was properly made

A company secretary usually helps with:

• board meeting minutes
• shareholder resolutions
• maintaining registers (members, option holders, and other key company records)

For example, if your directors approve something formally, you might document it using a Directors Resolution Template, then store it with the company’s other corporate records.

3. Governance And Process (Especially As You Grow)

As your company grows, you’ll usually need more structure in how decisions get made.

A company secretary can help standardise processes like:

• how board meetings are run
• how decisions are recorded
• how approvals happen for spending, contracts, or issuing shares

This becomes even more important if you have multiple directors, investors, or a larger team relying on clear decision-making.

4. Helping Keep Your “Legal Foundations” Organised

In many small businesses, “company admin” overlaps with broader legal documentation.

For instance, if you’re collecting customer data online, you’ll likely need a Privacy Policy in place, and someone internally should be making sure it stays current as your business practices change.

Similarly, if you’re hiring staff, you’ll want your employment arrangements documented clearly (often via an Employment Contract) and stored in a way that’s easy to access if questions come up later.

Do You Need A Company Secretary If You’re A Small Business?

If you’re a small business operating through a proprietary company, you can often run smoothly without formally appointing a company secretary.

But the better question is usually: do you have someone reliably handling the compliance and record-keeping work?

If the answer is “not really” (or it’s sitting in your head or scattered across email), that’s usually when problems start.

Common Situations Where A Company Secretary Helps

In our experience, a company secretary role (whether internal, external, or shared) can be especially valuable when:

• You have more than one founder and decisions need to be clearly recorded
• You’re issuing shares (to investors, staff, or new co-founders)
• You’re raising capital and investors want tidy corporate records
• You’re expanding and your “informal” admin approach is starting to break down
• You’re preparing for a sale and need clean documentation for due diligence

What If I Don’t Appoint One?

If you don’t appoint a company secretary, the work doesn’t disappear. It usually falls to the directors.

That’s fine when:

• your company is simple
• you have strong systems for record-keeping
• you’re confident you’re meeting ASIC and legal requirements

But if you’re unsure, it’s often worth getting guidance early, especially before you raise money or bring on new shareholders. This is one of those areas where a quick check-in can prevent long-term mess (and cost).

How To Appoint A Company Secretary In Australia (Step-By-Step)

Appointing a company secretary is usually straightforward, but you do need to do it properly and keep your records consistent with what’s lodged with ASIC.

Step 1: Choose The Right Person (Or Provider)

Your company secretary can be an individual (like a trusted staff member) or, in some cases, you might use an external provider who performs the function.

When choosing someone, think about:

• reliability and attention to detail
• understanding of corporate compliance
• availability (do they have time to stay on top of deadlines?)
• comfort with formal documentation and record-keeping

And remember: residency requirements can apply. In many cases, you’ll need at least one company secretary who ordinarily resides in Australia (particularly for public companies, and for proprietary companies that choose to appoint a secretary).

Step 2: Get Written Consent

In most cases, a person must consent in writing to being appointed as company secretary.

This is important because it’s an official role, and you don’t want ambiguity about who has accepted the position and responsibilities.

Step 3: Pass A Director Resolution To Appoint Them

The appointment is typically made by the directors, and recorded in a directors’ resolution.

Keeping these documents well-organised is crucial. If you’re ever asked to prove when someone was appointed (for example, during an investment round or dispute), having a clean paper trail matters.

Step 4: Update ASIC Within The Required Timeframe

When you appoint (or cease) a company secretary, you’ll generally need to notify ASIC within the required timeframe (often within 28 days for many changes).

This is usually done via an ASIC form submission (commonly through Form 484 for changes).

What matters most is that what you’ve recorded internally matches what ASIC has on file.

Step 5: Update Your Company Register And Governance Documents

After appointment, make sure you update your internal company records, including any corporate register and governance documents.

Depending on how your company is set up, this might include checking whether your Company Constitution has any rules about appointing officers or running meetings.

Step 6: Clarify What The Secretary Is Responsible For

This part is often missed in small businesses.

Even if the law sets out a formal role, it’s still smart to clarify internally:

• what the secretary will handle (ASIC lodgements, minutes, registers)
• what the directors will still oversee (major decisions and approvals)
• what your internal process is for signing off on important filings

This is especially important if you have multiple directors and you want consistency in how decisions are made and documented.

Practical Tips For Small Businesses: Keeping Your Company “Secretary-Ready”

Even if you don’t appoint a formal company secretary, you can still benefit from setting your business up as if you had one. This keeps your company tidy, investor-ready, and far less stressful to manage.

Keep Your Core Legal Documents In Place Early

Company administration tends to go hand-in-hand with your core legal documents. Depending on how your business operates, you may want to prioritise:

• Shareholders Agreement to set clear rules between founders and shareholders, especially around decision-making and exits (this is often critical if you’re raising capital or have multiple owners) - a Shareholders Agreement can help avoid misunderstandings later
• Company Constitution to set internal operating rules for the company (including meetings, share issues, and director powers)
• Employment documentation if you’re hiring, so expectations are clear from day one
• Privacy compliance if you’re collecting customer data online or through a mailing list

The goal is to keep your business decisions and obligations properly documented, rather than trying to reconstruct everything later.

Create A Simple “Corporate Records” System

You don’t need a complex governance platform to get this right. What matters is consistency.

A simple system might include:

• a dedicated folder (cloud-based, secure) for constitutional documents and registers
• a folder for board minutes and resolutions
• a folder for shareholder resolutions and share issue paperwork
• a register of key dates (ASIC annual review, tax deadlines, contract renewals)

If you’re not sure what you should be recording and when, it can be worth speaking with a lawyer early so you don’t end up with gaps that become painful later.

Know When To Get Help

A good rule of thumb is: the more people involved (co-founders, staff, investors), the more important it becomes to formalise your company processes.

If you’re unsure whether you need a company secretary or just better company admin practices, a short consult can help you decide what makes sense for your business stage.

For example, if you’re updating your structure, issuing shares, or setting governance rules, a Corporate lawyer consult can help you identify what you need now versus what can wait.

Key Takeaways

• A company secretary in Australia is an official company officer who helps manage corporate compliance, records, and governance (it’s not the same as a general admin role).
• Public companies generally must have at least one company secretary, while proprietary (Pty Ltd) companies usually don’t have to appoint one.
• If your company has a company secretary, residency requirements may apply. In general, at least one company secretary must ordinarily reside in Australia (this is required for public companies, and typically applies to proprietary companies if they choose to appoint a secretary).
• A company secretary often supports ASIC lodgements, maintains company registers, and helps document decisions through minutes and resolutions.
• To appoint a company secretary, you’ll typically need their consent, a director resolution, updated company records, and an ASIC notification within the required timeframe.
• Even if you don’t appoint a secretary, setting up strong internal record-keeping and governance early can save you major time and cost as your business grows.

If you’d like help appointing a company secretary or setting up your company’s governance and legal documents, you can reach us at 1800 730 617 or team@sprintlaw.com.au for a free, no-obligations chat.