Role Of A Company Secretary In Australia: Legal Guide

Thinking about launching a company in Australia, or already running one and wondering who keeps everything compliant and organised behind the scenes?

If you’re serious about good governance and staying on the right side of the law, the company secretary should be on your radar.

In this guide, we’ll unpack what a company secretary does, when you must appoint one, how they help your board meet legal obligations, and the practical steps to appoint (or remove) a secretary properly. We’ll also cover how document signing works under the Corporations Act and share simple tips to build strong governance foundations from day one.

What Is A Company Secretary?

A company secretary is the officer who supports your board with legal compliance, record‑keeping and corporate governance. They help the company meet its obligations under the Corporations Act 2001 (Cth) and ensure your internal processes line up with what ASIC expects.

In simple terms, the secretary is your governance anchor. They maintain key registers, manage ASIC lodgements, coordinate board and shareholder meetings, and keep directors informed about their responsibilities.

In larger organisations, the “company secretariat” may be a whole team led by the company secretary. In many SMEs, the secretary might also be a director (and in very small companies, one person may wear both hats).

Your company’s rules will also shape the role. Many boards rely on the company’s Company Constitution to set out the secretary’s powers, appointment process and practical responsibilities.

Is A Company Secretary Mandatory In Australia?

It depends on your company type.

Proprietary companies (Pty Ltd)

For most small businesses operating as a proprietary limited company, appointing a company secretary is optional. You can appoint one, but you don’t have to.

If you do appoint a secretary in a proprietary company, they must be at least 18 and consent in writing. There is no statutory residency requirement for a proprietary company’s secretary.

Public companies

Public companies must have at least one company secretary, and at least one secretary must be ordinarily resident in Australia. Public companies also face higher governance and reporting standards, so the secretary’s role is more formalised.

Even where it’s not mandatory, many growing proprietary companies still appoint a secretary because it centralises compliance tasks and reduces the risk of missed filings or disorganised records.

Core Duties And Responsibilities

The secretary’s day‑to‑day responsibilities will vary based on your company’s size, industry and constitution, but commonly include:

• Keeping statutory registers current: Maintaining the register of members (shareholders), directors and (if applicable) secretaries, as well as minute books and resolution records.
• Managing ASIC lodgements: Notifying ASIC of director or address changes, share issues/transfers, or other company detail updates within statutory timeframes. Many changes are lodged using ASIC’s standard process for company detail changes, commonly associated with ASIC Form 484.
• Organising meetings: Calling and minuting board and member meetings, circulating agendas and papers, tracking action items, and drafting resolutions for signature.
• Advising on governance: Guiding the board on obligations under the Corporations Act and the constitution, and supporting strong governance processes (e.g. conflicts of interest, delegations, record‑keeping).
• Annual statements and reviews: Coordinating annual reviews, ensuring fees are paid and details confirmed with ASIC on time.
• Supporting director onboarding and changes: Preparing consents to act, helping with director checks, and ensuring prompt updates to registers and ASIC when directors join or leave.
• Coordinating key company documents: Keeping core governance documents in order, including constitutions, policies and board charters, and making sure signed resolutions are stored safely.

In many businesses, the secretary also liaises with external advisers, helps prepare reporting packs for investors, and supports major transactions such as share issues or changes to capital. If you have multiple founders, formalising decision‑making and ownership through a Shareholders Agreement can sit neatly alongside the secretary’s governance work.

How To Appoint (Or Remove) A Company Secretary

The process is straightforward, but accuracy and timing matter. Here’s the usual flow.

Appointing a company secretary

1. Board approval: The directors resolve to appoint the secretary. Record this decision in your board minutes or as a written resolution (many teams use a simple Directors’ Resolution).
2. Consent to act: Get the appointee’s written consent to act as company secretary and file it with your internal records.
3. Update registers: Add the secretary to your register of secretaries and update any internal officer records.
4. Notify ASIC: Lodge the appointment with ASIC within 28 days. Companies typically update ASIC using the standard change‑of‑details process associated with Form 484.

Removing or replacing a company secretary

1. Board resolution or resignation: Record the resignation or removal via board minutes or a written resolution, and obtain the outgoing secretary’s written resignation if possible.
2. Update records: Update internal registers and minute books to reflect the change.
3. Notify ASIC: Lodge the change with ASIC within 28 days so the public record is accurate.

Good paperwork avoids pain later. Incomplete records can derail transactions or cast doubt on whether decisions were properly authorised. If you’re still setting up your structure, consider whether you’ll appoint a secretary at the same time as your Company Set Up so everything is centralised from day one.

How Do Company Secretaries Sign Documents Under Section 127?

Australian companies can execute documents in a few different ways. Section 127 of the Corporations Act provides a commonly used pathway that gives counterparties confidence the document is validly executed.

In short:

• Two‑officer execution: A company can sign with two directors, or a director and a company secretary.
• Sole director proprietary companies: A proprietary company with a sole director can generally sign with that director alone. If the company also has a secretary, a sole director who is also the sole secretary may sign alone. Recent reforms support electronic and split‑execution processes when done correctly.
• Electronic signatures: Electronic execution is broadly permitted if the method identifies the signatory and indicates their intention to sign, and the document is reliable and accessible in a legible form.

The right method will depend on your company’s officer structure and the counterparty’s requirements. For a clear, practical overview, see this guide to signing documents under section 127.

It’s also common to document director engagement terms separately from the governance role. Where relevant, a Directors’ Service Agreement can sit alongside the statutory duties and clarify remuneration, expectations and confidentiality.

Governance Foundations: Practical Tips For Boards And Founders

A great company secretary does more than lodge forms. They help your board build a simple, repeatable governance rhythm so compliance becomes part of how you operate every month - not a scramble at year end.

Get your core documents in order

• Constitution: Make sure your Company Constitution reflects how you actually run the business (e.g. appointment/removal of officers, decision‑making, share processes).
• Board calendar: Set an annual calendar for meetings, statutory deadlines and recurring reviews (e.g. insurance, banking mandates, cap table checks).
• Minute templates and registers: Use consistent templates for agendas, minutes and resolutions; keep member, director and secretary registers current.

Tidy ownership and decision‑making

If you have multiple founders or investors, align the constitution with a plain‑English Shareholders Agreement that covers board composition, voting, pre‑emptive rights, exits and dispute resolution. The secretary can track compliance with these rules and ensure decisions are documented properly.

Build a clean change‑management habit

Small changes create big headaches if not recorded. The secretary should prompt timely ASIC updates for director changes, share issues and address updates - ideally within the 28‑day window using the standard process linked to Form 484.

Right‑size your policies

As you grow, the board may adopt policies on conflicts of interest, delegations, document retention and (for companies that need it) whistleblower protections. Larger or regulated businesses often formalise a Whistleblower Policy and related procedures so staff know how to raise concerns safely.

Clarify roles - and keep them distinct

Directors make strategic decisions and owe duties to act in the company’s best interests. The company secretary supports the board to carry out those duties through process, records and guidance. In small companies, one person may hold both roles, but it helps to keep the responsibilities distinct on paper and in practice.

Key Takeaways

• A company secretary anchors your compliance and governance - maintaining registers, coordinating meetings, and managing ASIC lodgements so the board can focus on strategy.
• Public companies must appoint at least one secretary and have an Australian resident in the role; proprietary (Pty Ltd) companies don’t have to appoint a secretary, and there’s no residency requirement if they do.
• Appointments and resignations should be approved by the board, documented with written consents, recorded in registers and notified to ASIC within 28 days.
• Document execution under section 127 commonly involves two officers, but proprietary companies with a sole director can generally sign with that director alone, including electronically when done correctly.
• Strong foundations - your Company Constitution, clean registers, consistent minutes, and clear agreements like a Shareholders Agreement - make governance simpler and reduce risk as you scale.
• Right‑sized policies and a steady compliance rhythm help you avoid late fees, invalid decisions and reputational harm, while giving directors confidence in the company’s processes.

If you would like a consultation about company secretary duties or setting up your company secretariat, you can reach us at 1800 730 617 or team@sprintlaw.com.au for a free, no‑obligations chat.