Do Small Companies Need a Company Secretary in Australia?

As your company grows, keeping on top of governance and compliance tasks can quietly become a full-time job. That’s where the company secretary role comes in.

In Australia, not every small business needs to appoint a company secretary. But if you’re running a company (Pty Ltd), it’s worth understanding what a company secretary does, whether you should appoint one, and how to set them up for success.

In this guide, we’ll break down the role of a company secretary in Australia, the core duties you can expect them to handle, how to appoint (or outsource) the role, and practical tips to stay compliant without overcomplicating your operations.

What Is The Company Secretary Role In Australia?

A company secretary is an officer of the company who supports your board and directors with governance, record-keeping and compliance under the Corporations Act 2001 (Cth). Think of them as the engine room for your company’s paperwork and procedures.

Public companies must have at least one company secretary who ordinarily resides in Australia. Proprietary companies (most small businesses operating as Pty Ltd) are not required to appoint a company secretary. However, many choose to appoint one-especially as the business scales-to centralise responsibility for filings, registers and board processes.

Practically, the role can be performed by a founder, an in-house staff member, or an external provider. What matters is that the person is experienced, organised and trusted to manage sensitive information, deadlines and legal processes.

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

While the specifics vary by company and size, the following responsibilities are common across most Australian companies.

1) ASIC Filings And Company Details

• Maintain your company information with ASIC (Australian Securities and Investments Commission), including officeholders, registered office and share structure.
• Prepare and lodge required forms and notifications within deadlines (for example, after issuing new shares or changing directors).
• Store and safeguard your ASIC Certificate of Registration, constitution, minutes and other core records.

2) Meetings, Minutes And Resolutions

• Schedule board meetings and-if relevant-member meetings, prepare agendas, and circulate board packs.
• Take minutes, record decisions and maintain a clean audit trail of resolutions. Having a reliable Directors’ Resolution template helps standardise this process.
• Manage notices and procedural requirements for meetings, including any extraordinary general meetings (EGMs) when needed.

3) Company Registers And Share Administration

• Maintain your members’ register and any option or ESOP records.
• Prepare and issue Share Certificates when shares are allotted or transferred.
• Coordinate share issuances, buy-backs or transfers in line with the Corporations Act and your internal governance documents.

4) Governance Documents And Execution

• Keep your governing documents current, such as your Company Constitution and board charters.
• Guide correct document execution-for example, when to rely on section 127 (execution by the company) or authority under section 126 (execution by an authorised officer).
• Coordinate any deeds, consents and official notices to ensure they are properly signed, dated and stored.

5) Compliance Calendar And Risk Management

• Manage your compliance calendar-annual statements, solvency considerations, and key tax and statutory deadlines.
• Support the board with annual solvency resolutions and ensure actions arising from board meetings are tracked and closed out.
• Monitor conflicts of interest registers and director disclosures.

6) Board Support And Communications

• Be the first point of contact for directors on governance processes, filings and document access.
• Coordinate communications to shareholders and stakeholders in line with your constitution and the Corporations Act.

Do Small Proprietary Companies Need A Company Secretary?

Short answer: you don’t have to appoint one, but it can be a smart move as you grow.

Many early-stage companies manage the role informally-often a founder or office manager handles ASIC filings and minutes. This can work for a while. But as your company raises capital, issues more shares, adds directors, or expands interstate or overseas, the governance load increases.

Appointing a company secretary can help you centralise accountability, reduce missed deadlines, and keep your corporate records investor-ready. It also frees up founders to focus on customers and growth while knowing the company’s legal housekeeping is under control.

Company Secretary Vs Director: What’s The Difference?

It’s common for small companies to blur these roles, so let’s separate them.

Directors are responsible for managing the company’s affairs and making high-level decisions. A company secretary supports the board to operate properly-handling governance processes, records and compliance.

Both directors and company secretaries are “officers” under the Corporations Act, which means they can have legal exposure for certain breaches. If you’re wearing multiple hats, the key is to be clear when you are acting as a director (making decisions) and when you are acting as a company secretary (supporting and recording decisions). If you’re unsure how these roles interact, a quick refresher on Director vs Shareholder roles can also help clarify ownership versus control discussions at board level.

How Do We Appoint A Company Secretary (Or Outsource The Role)?

If you decide the company secretary role makes sense for your business, the setup is straightforward.

Step 1: Confirm Your Governance Framework

Start by reviewing your Company Constitution and any shareholders’ arrangements to understand appointment powers, notice requirements and term/removal processes. If you have multiple founders or investors, it’s also worth ensuring your Shareholders Agreement aligns with how you want the board and governance to operate day-to-day.

Step 2: Choose The Right Person

Look for a detail-focused operator who understands corporate processes, is comfortable with deadlines, and can communicate clearly with directors, accountants and lawyers.

For many small companies, the most practical path is to outsource company secretarial support to an external provider. This way, you get expertise on tap without adding a full-time salary to your cost base.

Step 3: Obtain Written Consent

Before appointment, get the proposed company secretary’s written consent to act and confirm their personal details for your registers and ASIC records.

Step 4: Pass A Board Resolution

Formally approve the appointment at a board meeting or by circulating resolution (using a standardised Directors’ Resolution template can help). Record the start date, powers and any delegations or reporting expectations in the minutes.

Step 5: Update ASIC And Company Registers

Notify ASIC of the appointment within the required timeframe and update your company’s registers and internal records. Store the consent, resolution and updated registers with your corporate documents and your certificate of registration.

Step 6: Set Your Compliance Calendar

Agree on a compliance calendar and reporting format. This typically covers annual statement due dates, routine board meetings, action item tracking, solvency considerations and any recurring investor reporting.

Key Legal Duties And Risks For Company Secretaries

Because a company secretary is an officer of the company, they’re subject to general duties under the Corporations Act-such as exercising care and diligence, acting in good faith in the best interests of the company, and proper use of position and information. They can also have specific obligations (for example, helping ensure required ASIC notifications are lodged on time).

For small businesses, the practical takeaway is simple: give your company secretary the tools, authority and time to do the job properly. That means clear delegations, access to records, and a direct line to the board chair or managing director when decisions are required.

How The Company Secretary Supports Good Governance

Good governance isn’t just a big-company concept. Even for lean teams, consistent processes make life easier-especially when you bring on investors, apply for grants, or prepare for a sale.

Governance Processes To Put In Place

• Board Meeting Rhythm: Set a predictable meeting cadence and a standard agenda (strategy, risk, finance, operations, actions).
• Document Execution Rules: Clarify when to use section 127 execution vs authorised signatories under section 126. This reduces back-and-forth and ensures contracts are enforceable.
• Register Hygiene: Keep your members’ register, option plans and Share Certificates up to date after each issuance or transfer.
• Meeting Records: Store agendas, board packs, signed minutes and resolutions in a central, secure location.
• Annual Checklist: Build an annual governance checklist that includes financial statements sign-off, solvency consideration, and ASIC annual statement review (including solvency resolutions where relevant).

Documents Every Company Secretary Should Be Able To Find In 60 Seconds

• Your current Company Constitution and any amendments
• Board and shareholder minutes and resolutions (including any EGM records)
• Up-to-date registers (members, directors, options/ESOP)
• Share issue and transfer documents, and Share Certificates
• Key delegations/authorisations for contract signing (section 126/127 settings)
• ASIC correspondence and your ASIC registration documents

Practical Tips For Small Businesses Managing The Company Secretary Function

Whether you appoint a company secretary or keep the function in-house, a few best practices will save time and reduce risk.

Keep Role Boundaries Clear

If a founder acts as both director and company secretary, make it explicit in minutes and communications which “hat” is being worn for each action. This clarity helps with decision-making and record-keeping later (especially in due diligence).

Standardise Your Templates

Set up clean, reusable templates for board agendas, minutes and circulating resolutions. Using a consistent Directors’ Resolution template and agreed minute format makes approvals faster and creates a reliable paper trail.

Lock In A Compliance Calendar

Map ASIC and internal deadlines for the full year and share them with directors. Build in reminders a few weeks ahead of each due date to allow for reviews and signatures.

Align Governance With Your Growth Plans

If you’re planning an investment round or employee equity, make sure your governance documents (like your Shareholders Agreement and constitution) match the structures you intend to use. It’s much easier to tidy up now than during transaction due diligence.

Prepare For Special Events

Occasionally you’ll need to move quickly-say, convening an EGM to approve a key transaction. Having notice templates, mailing lists and your members’ register current means you can act without delay.

FAQs About The Role Of A Company Secretary (For Small Companies)

Can one person be both director and company secretary?

Yes. In many small companies a founder performs both roles. Just ensure responsibilities and decisions are clearly documented, and remember the legal duties associated with each role.

Does a proprietary company have to hold an AGM?

No. Proprietary companies generally don’t need to hold annual general meetings unless their constitution or a shareholders’ agreement requires it. Public companies do need AGMs.

Who signs our contracts-the directors or the company secretary?

It depends on your execution policy and the document. Many companies rely on company execution under section 127 (two directors, or a director and company secretary, or a sole director/secretary if that’s the structure). You can also authorise individuals to sign under section 126. Your company secretary can help set and apply these rules.

What documents should our company secretary maintain?

At a minimum: your constitution, ASIC registrations, board and shareholder minutes, registers (members, directors, options), share issue/transfer records, Share Certificates, delegations, and annual compliance records (including any solvency resolutions).

Key Takeaways

• Public companies must have at least one company secretary in Australia; small proprietary companies don’t have to appoint one, but many do as they grow.
• The company secretary role focuses on governance and compliance-ASIC filings, meetings and minutes, registers, share administration, and document execution processes.
• Appointing a company secretary (or outsourcing the function) centralises accountability and keeps your records investor-ready as you scale.
• Clear processes around section 127 execution, authorisations under section 126, and standardised minutes/resolutions reduce risk and speed up decision-making.
• Make sure your core governance documents-your Company Constitution and Shareholders Agreement-match how your board wants to operate.
• Give your company secretary a clear compliance calendar and easy access to records so they can help you stay on top of ASIC deadlines and board actions.

If you’d like a consultation about setting up or streamlining your company secretary function, you can reach us at 1800 730 617 or team@sprintlaw.com.au for a free, no-obligations chat.