Do You Need a Company Secretary in Australia?

If you’re running a company in Australia, you’ve probably heard the term “company secretary” and wondered whether your business needs one.

Good governance isn’t just for listed companies - it’s how small companies stay compliant, investor‑ready and efficient. A company secretary can play a big part in that, but the rules (and the practical benefits) can be confusing if you’ve never appointed one before.

In this guide, we’ll break down what a company secretary does in Australia, when you need one, how to appoint or remove one, and how this role fits into your broader company governance. We’ll also share a simple, practical checklist you can follow so your compliance is covered while you focus on growing the business.

What Does A Company Secretary Do In Australia?

A company secretary is an officer of the company who helps the board meet its legal and governance obligations. Think of the role as the “engine room” of corporate compliance - the person who keeps the company’s records in order, files the right forms on time, and supports directors to make valid decisions.

Typical responsibilities

Maintaining company records and registers (members, option holders, directors, share movements and minutes).
Preparing and circulating board and shareholder meeting agendas and minutes, and tracking actions.
Managing ASIC lodgements (e.g. director changes, share issues, address updates) and ensuring deadlines are met.
Keeping core governance documents up to date, such as your Company Constitution and any board charters or policies.
Advising on correct document execution (for example, using Section 127) and making sure resolutions are properly passed.
Acting as the contact point with regulators and, in some cases, investors or shareholders regarding governance matters.

In larger companies, it’s a dedicated professional role. In small proprietary companies (Pty Ltd), these tasks are often handled by a director, an external adviser, or an outsourced company secretarial service. The key is that someone is clearly responsible and the work gets done accurately and on time.

Do Proprietary Companies Need A Company Secretary?

Short answer: not always. In Australia, a proprietary company is not legally required to appoint a company secretary. Public companies must have at least one resident company secretary, but proprietary companies have more flexibility.

That said, there are still mandatory obligations your company must meet - for example, keeping registers, notifying ASIC of certain changes, and ensuring company decisions are validly made and recorded. Whether a director handles this, you appoint a secretary, or you outsource, the compliance burden remains.

When it’s worth appointing one

You’re scaling quickly, issuing shares or options, or raising capital (more paperwork, more deadlines).
You have multiple founders or outside investors and want clear governance and decision‑making processes.
You need discipline around meetings, minute‑taking and ASIC lodgements.
You want to demonstrate mature governance to lenders, grant bodies or acquirers.

If you’re setting up your first company and prefer to keep things lean, you can proceed without appointing a company secretary. Just make sure your directors understand their responsibilities and have the right governance tools in place from day one (more on those below). If you’re still forming your entity, it’s a good time to consider this as part of your Company Set Up process.

How Do You Appoint Or Remove A Company Secretary?

The process is straightforward but must be documented correctly.

Appointing a company secretary

Check your constitution: Confirm who has power to appoint (usually the board) and whether there are any eligibility or residency requirements.
Resolve to appoint: Have the board pass a resolution appointing the person as company secretary. Using a clear Directors Resolution helps capture the decision properly.
Get consent: Obtain the appointee’s signed consent to act as company secretary.
Lodge with ASIC: Notify ASIC of the appointment within the required timeframe (usually 28 days).
Update registers and records: Update your registers and file the consent and resolution with the company’s minute book.

Removing or replacing a company secretary

Board decision: The board resolves to remove or accept the resignation of the secretary (check your constitution for any notice requirements).
ASIC notification: Lodge the change with ASIC within the deadline.
Records: Update registers and minute books to reflect the change and retain any handover documents.

Tip: Keep an eye on who has authority to execute company documents and enter contracts on the company’s behalf. The Corporations Act allows certain representatives to bind a company under Section 126, and documents can be executed by the company under Section 127. Your company secretary will often help directors apply the right method in practice.

What Qualifications And Responsibilities Apply?

In a proprietary company, there’s no formal qualification required to be appointed as company secretary. However, the person should understand (or be supported to understand) the company’s obligations under the Corporations Act 2001 (Cth) and your constitution.

Core responsibilities to cover

ASIC interface: Ensure timely lodgements for director changes, share issues/transfers, address changes and annual statements.
Meetings and minutes: Schedule meetings, distribute papers, record decisions, and store minutes and resolutions securely.
Registers and records: Maintain the register of members, option holders, and any security interests; file share certificates and instruments.
Document execution: Oversee correct signing formalities (including wet ink or e‑signing practices) and keep an execution register, guided by execution rules and your constitution.
Constitution and policies: Keep your constitution and governance policies current and ensure the board follows them.
Board support: Help directors understand decision‑making frameworks, conflicts procedures and meeting protocols.

If your company operates across states, employs staff or sells to consumers, the secretary may also coordinate with HR, finance and legal advisers to make sure your employment, consumer and privacy compliance remains on track.

Company Secretary Vs Directors: Who Does What?

It’s important to remember that appointing a company secretary does not reduce directors’ duties. Directors remain ultimately responsible for the company’s compliance and must act in the best interests of the company.

A good way to think about it: the company secretary builds and runs the governance system; the directors use that system to make informed, valid decisions. When both work together, the company functions smoothly and is easier to audit, invest in and eventually sell.

Practical lines of responsibility

Directors: Strategy, oversight and decisions (approving budgets, hiring/firing executives, major contracts, capital raising).
Company Secretary: Governance process and recordkeeping (agendas, minutes, registers, ASIC filings, constitution maintenance).
Founders and shareholders: Depending on your ownership structure, set the rules of engagement through a Shareholders Agreement so responsibilities and voting thresholds are clear from the start.

If you’re the sole director and shareholder, you might handle secretarial tasks yourself at first. As you grow - for example, when you onboard investors - formalising the company secretary role helps demonstrate robust governance.

Governance Essentials A Company Secretary Can Help You Implement

Whether or not you formally appoint one, these governance building blocks are worth putting in place early. They reduce risk and make routine decisions quicker and cleaner.

1) Constitution and replaceable rules

Every company operates under either a bespoke constitution, the Corporations Act’s replaceable rules, or a combination. A tailored Company Constitution can streamline decision‑making, set out share classes and rights, and clarify appointment powers for officers (including a company secretary).

2) Clear decision‑making and minutes

Make sure board and shareholder decisions are validly made, documented and stored. Use board packs, standard agendas and templates for minutes and circular resolutions. If you need to convene urgent shareholder decisions, understand when an EGM is appropriate and what notice requirements apply.

3) Execution rules and authority

Clarify who can sign what. Many companies designate signing authority thresholds (for example, two directors for contracts above a certain value) and rely on Section 127 to execute formal deeds or key agreements. Day‑to‑day contracts can often be signed by authorised officers under Section 126. Your secretary helps apply these rules consistently.

4) Cap table discipline

Track every share issue, transfer, option grant and vesting properly. Keep your registers tight and ensure authorisations match your constitution and any investor rights. Clean cap tables make future raises and exits far smoother.

5) ASIC compliance calendar

Build an annual compliance calendar for ASIC deadlines, financial reporting, policy reviews and board cycles. Many small companies find this simple tool prevents last‑minute rushes and penalties.

If your company has overseas directors or complex ownership, also check whether you meet Australian resident director requirements. Your governance setup should reflect who is locally available to sign and interface with regulators.

How To Keep Company Secretarial Tasks Lean (Without Cutting Corners)

If you’re not ready to hire a dedicated company secretary, you can still run an efficient, compliant governance operation.

Option 1: Director‑led with templates and checklists

Many founders manage compliance themselves early on, supported by a good constitution, a basic compliance calendar and document templates (such as a board resolution template and standard minutes). This keeps costs down while you establish the rhythm of board meetings and ASIC filings.

Option 2: Outsourced company secretarial support

As complexity increases - for example, multiple share classes, option plans, or frequent ASIC lodgements - an outsourced company secretarial service or corporate lawyer can keep your records clean and deadlines met. This is a cost‑effective middle ground before you hire in‑house.

Option 3: Appoint a part‑time company secretary

Some small companies appoint a part‑time secretary (often doubling as operations or finance support). The appointment formalises responsibility and creates accountability, while still fitting a small company’s budget and scale.

What Legal Documents And Policies Should You Put In Place?

Whichever path you choose, make sure your core governance and operational documents are in order. These help your company secretary (or whoever handles the role) do their job efficiently and protect the business.

Company Constitution: Sets out how your company is governed, voting rules, share rights and officer appointments. If you began with replaceable rules, consider adopting a tailored constitution as you grow.
Shareholders Agreement: Aligns founders and investors on decision‑making, exits, share transfers and dispute resolution. A clear Shareholders Agreement reduces friction at board level.
Directors Resolution and Minutes Templates: Standard templates for board approvals, share issues, option grants and officer appointments help ensure decisions are valid and well documented (for example, using a Directors Resolution template).
Execution Policy: A short policy stating who can sign what, and when to use Section 127 execution versus delegated signing under Section 126.
Employment and Workplace Policies: If you have staff, ensure you issue a compliant Employment Contract and maintain key policies (like a whistleblower or privacy policy) that align with your governance framework.
Cap Table and Securities Registers: A reliable format for your register of members, option holders, and convertible securities, plus sample share certificates and issue/transfer forms.

A company secretary will also keep your foundational records handy (certificate of registration, consents, director IDs, and statutory registers) so audits, due diligence and annual reviews are painless.

Step‑By‑Step: Setting Up Or Uplifting Your Company Secretarial Function

Step 1: Map your governance baseline

List what you already have (constitution, registers, minutes, compliance calendar) and identify gaps. Decide who owns each task and where documents live.

Step 2: Clarify decision‑making and signing

Document your authority matrix (who can approve and sign) and embed it in a short policy so there’s no confusion when the pace picks up.

Step 3: Lock in your meeting rhythm

Set meeting dates for the year (board and, if needed, shareholder meetings), define standard agendas, and use a consistent template for minutes and circular resolutions. If a key decision can’t wait, consider convening an EGM with proper notice.

Step 4: Tidy your cap table and registers

Reconcile share issues and transfers against minutes and ASIC filings, correct inconsistencies, and ensure all securities are properly authorised under your constitution.

Step 5: Decide whether to appoint

If the workload is steady or growing, propose appointing a company secretary. Use a board resolution, obtain consent, and lodge the appointment with ASIC.

Step 6: Keep improving

Quarterly, review your compliance calendar, board pack format and policy set. As your business changes - new investors, new products, new markets - your governance should evolve to match.

Key Takeaways

Proprietary companies in Australia don’t have to appoint a company secretary, but the company must still meet all ASIC and governance obligations.
A company secretary helps maintain registers, manage ASIC lodgements, prepare meetings and minutes, and ensure valid decision‑making and document execution.
You can keep things lean by using strong templates, a clear compliance calendar and an authority matrix - and appoint or outsource the role as you scale.
Put core governance documents in place early, including a tailored constitution, a Shareholders Agreement, and standard board resolution and minutes templates.
Clarify execution rules (Sections 126 and 127) and meeting processes to make approvals fast, valid and investor‑ready.
Directors remain ultimately responsible for compliance, so treat the company secretary as the engine room of governance - not a substitute for director duties.

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