Is A Company Secretary A Director?

When you’re setting up or running a company in Australia, the titles can get confusing quickly. Director, company secretary, public officer… who does what, and do you need all of them?

One of the most common questions we hear from small business owners is: “Is a company secretary a director?” It’s a fair question - both roles help with governance and compliance, but they’re not the same job.

In this guide, we’ll break down the difference between a company secretary and a director, when you actually need a company secretary, how to appoint one, and the key legal and practical steps to keep everything compliant and running smoothly.

What Does A Company Secretary Do?

A company secretary is an “officer” of the company under the Corporations Act 2001 (Cth). They support the board and help your company stay legally compliant.

In a small company, this can be a hands-on role. Typical responsibilities include:

• Maintaining company records and registers (share register, minute books, officer details, consents, etc.).
• Coordinating board and shareholder meetings, preparing agendas and minutes, and keeping resolutions on file.
• Lodging changes with ASIC (e.g. changes to officeholders, addresses, share structure) on time.
• Monitoring deadlines (annual statements, fee payments) and helping the board stay compliant.
• Advising the board on the company’s Company Constitution and governance processes.
• Managing document execution processes and ensuring correct signing under the Corporations Act.

Think of the company secretary as the organiser and compliance navigator for your board. In many small companies, a founder or senior manager takes on this role because they’re already across the paperwork and deadlines.

Is A Company Secretary A Director?

No - a company secretary is not automatically a director. They are separate roles with different appointments, powers and responsibilities.

Key differences at a glance:

• Directors are decision-makers who set strategy and control the company’s affairs. At least one director of a proprietary company must ordinarily reside in Australia, and there are specific Australian resident director requirements.
• Company secretaries support the board, oversee compliance and governance, and keep records in order.
• Both roles are “officers,” which means both carry legal duties. However, directors hold ultimate control and have broader responsibilities.

Can the same person be both? Yes. Especially in small companies, one person may be appointed as both director and company secretary. If you go down this path, make sure it’s formally documented - you’ll appoint the person to each role separately and record both appointments in your registers and minutes.

It’s also worth remembering that being a director is different from being a shareholder. Owners (shareholders) invest capital and receive dividends, while directors run the company day to day. If you’re wearing multiple hats, it helps to understand the distinction between a director vs shareholder so you can manage each role properly.

Do Small Companies Need A Company Secretary?

For Australian proprietary companies (most small businesses), appointing a company secretary is optional. Many startups begin without one, and the directors handle compliance tasks themselves or use external support.

Public companies must have at least one company secretary, and at least one of them must ordinarily reside in Australia.

Should you appoint one even if it’s optional? Here are common reasons small companies do:

• You want clear responsibility for ASIC lodgements and record-keeping.
• You’re growing, taking on investors, or preparing for due diligence, and need stronger governance.
• You want to streamline execution of documents - under section 127 of the Corporations Act, a company can execute by a director and a company secretary (or two directors). If you only have one director, having a company secretary helps with efficient document signing and confidence for counterparties. See the rules for signing documents under section 127.
• You’re setting up formal board processes and want a dedicated person to keep meetings and minutes on track.

If you choose not to appoint one, that’s okay for many small companies. Just ensure your directors have the time and processes to keep ASIC details current, maintain your registers, and record decisions correctly.

How Do You Appoint (Or Remove) A Company Secretary?

Appointment and removal are straightforward, but you want to capture each step cleanly to stay compliant and keep your records tidy.

Appointing a Company Secretary

1. Check your governance rules. Look at your Company Constitution. It usually sets out how officers are appointed and removed (by the board, by shareholders, or both). If you’re setting up now, you can tailor these rules when you incorporate or set up your company.
2. Get written consent. The person must consent in writing to act as company secretary. Keep that consent with your company records.
3. Pass a board resolution. The directors formally appoint the secretary. Using a simple Directors Resolution Template makes this quick and consistent.
4. Update internal registers. Record the appointment in your register of officers and minute books, and file the consent.
5. Lodge changes with ASIC. Update officeholder details within the required timeframe so your public record is accurate.

Removing or Replacing a Company Secretary

1. Follow the Constitution or board process for removal or resignation.
2. Record the decision in board minutes and update your registers.
3. Lodge the change with ASIC to keep your company’s records current.

Good record-keeping here will save you time during investor due diligence, bank applications, or any future sale. It also avoids penalties for late lodgements.

What Are The Legal Duties And Risks?

Both directors and company secretaries are officers of the company. That means they must comply with officer duties under the Corporations Act, including to:

• Act with care and diligence.
• Act in good faith in the best interests of the company and for a proper purpose.
• Not improperly use their position or information for personal gain or to the company’s detriment.

Company secretaries can face liability for compliance failures (for example, persistent failure to lodge forms or maintain accurate records). Practically, this is why many businesses put simple governance tools in place - a consistent meeting schedule, clear delegations, and a single source of truth for registers and minute books.

For document execution, the company secretary also plays a key control role. If you’re relying on the statutory assumptions in section 129 (counterparties assume your documents are properly signed), you need to make sure your execution block matches the rules in section 127 and your Constitution.

Because directors carry ultimate responsibility for managing the company, make sure you have the right people in the right roles - and that they understand what each role entails. If you’re unsure whether someone should be appointed as a director, secretary, or both, it can help to revisit your growth plans, your board’s workload, and the resident director requirements.

Key Documents And Good Governance Tips

Putting a few clear documents in place can make your governance processes simpler and reduce the risk of missed obligations.

• Company Constitution: Sets out how your company is governed, including appointing/removing officers, how meetings run, signing rules, and decision-making processes.
• Directors Resolution Template: A simple way to record board decisions (appointments, banking authority, issuing shares, policy approvals) and keep your minute book consistent.
• Deed of Access and Indemnity: Provides directors and secretaries with access to company records after they leave office and sets out indemnity and insurance arrangements (often paired with D&O insurance).
• Section 127 Signing: Align your execution clauses and practice with section 127 so contracts are easier to sign and counterparties can rely on statutory assumptions.
• Company Set Up: If you’re just incorporating, lock in the right governance settings from day one so you’re not retrofitting processes later.
• Director vs Shareholder: If founders hold multiple roles, this distinction helps structure your decision-making and protects relationships among owners.

Governance tips for busy founders:

• Schedule regular board meetings (even short ones) and stick to a simple agenda: performance, risks, compliance deadlines, decisions.
• Keep one tidy folder (cloud-based is fine) for registers, minutes, consents and ASIC correspondence.
• Nominate a single officer (often the secretary) to manage ASIC deadlines and document execution logistics.
• Have clear signing rules. For example, if you want the secretary and one director to sign contracts, make sure your Constitution supports it and your team follows it consistently.
• When roles change, update everything at once: minutes, registers, website (if listed), signature blocks and ASIC.

Key Takeaways

• A company secretary is not a director - they’re separate roles. The secretary supports governance and compliance; directors make the key decisions and control the company.
• Small proprietary companies don’t have to appoint a secretary, but many do to manage ASIC lodgements, minutes and document execution efficiently.
• One person can be both director and secretary. If so, record both appointments properly and follow the right signing rules for contracts.
• Both directors and company secretaries are “officers” and owe legal duties under the Corporations Act, so it’s important to understand the responsibilities of each role.
• Set up simple governance tools - a solid Company Constitution, consistent board resolutions, clear signing rules - to reduce risk and stay compliant as you grow.
• If you’re establishing your company or reshaping your board, ensure you meet the resident director requirements and document appointments cleanly.

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