What Does A Company Secretary Do In Australia?

If you’re running a company in Australia, you’ve probably heard that a “company secretary” looks after governance and compliance. But what does a company secretary actually do day to day, and do small proprietary companies really need one?

In this guide, we’ll unpack the role in plain English. We’ll cover when you must appoint a company secretary, the tasks they typically handle, how they work with your directors, and the core documents and registers they manage. We’ll also share a simple checklist you can use to stay compliant all year round.

Whether you appoint a dedicated professional or wear the company secretary hat yourself, understanding the role will help you keep ASIC happy, reduce admin headaches and protect your business as it grows.

Do Australian Companies Need A Company Secretary?

It depends on your company type.

• Public companies: Must have at least one company secretary, and at least one must ordinarily reside in Australia.
• Proprietary companies (Pty Ltd): Don’t have to appoint a secretary. Many small companies still appoint one because it creates accountability for governance tasks and streamlines ASIC compliance.

In practice, lots of startups and small companies appoint a founder, CFO or external governance consultant to act as company secretary. The role must be an individual who is at least 18 years old, and if you appoint one, you must record the appointment and keep their details current with ASIC.

If you’re still setting up your structure, it’s common to consider appointing a secretary at the same time you adopt your Company Constitution and lodge your director details.

What Does A Company Secretary Do, Exactly?

At its core, the company secretary is your compliance anchor. They make sure your company meets obligations under the Corporations Act 2001 (Cth) and ASIC’s reporting requirements, and that the board’s processes are watertight.

Here’s what that usually looks like in a small Australian company.

1) ASIC Filings And Corporate Records

• Keep your company details up to date with ASIC, including changes to directors, addresses and share structure (often via ASIC Form 484).
• Track and pay the annual review fee, check your annual statement, and manage your annual solvency resolution (see solvency resolution guidance).
• Maintain statutory registers: members (shareholders), option holders (if any), directors and secretaries, and a register of charges or security interests if relevant (plus file PPSR registrations where appropriate).
• File other ASIC forms when required, such as share issues or buybacks, changes to share rights, or a change in registered office.

2) Board And Shareholder Meetings

• Schedule board and general meetings, prepare and circulate notices, agendas and board packs.
• Ensure proper notice periods and quorum rules are followed under your Constitution and the Corporations Act.
• Minute meetings accurately, record resolutions, and keep minute books securely (electronic is fine if accessible and reliable).
• Prepare written resolutions where appropriate and maintain a consistent format (a practical starting point is a Directors’ Resolution template).

3) Company Documents And Execution

• Manage execution of documents under section 127 (e.g. two directors, or a director and company secretary, or a sole director/secretary) and advise on when witnesses or seals are required. If you’re unsure on the mechanics, read up on signing under section 127.
• Maintain a clean library of key corporate documents: Constitution, shareholder communications, consents and declarations, board charters and policies.
• Coordinate deeds and releases, and help directors understand protections such as a Deed of Access & Indemnity (often paired with D&O insurance).

4) Share Capital And Ownership Changes

• Administer share issues and transfers, pre-emptive rights processes, and updates to the members register.
• Coordinate execution and record-keeping for transfers to ensure your registers align with ASIC filings. If you’re navigating a change in ownership, get across the basics of how to transfer shares properly.

5) Governance, Policies And Compliance

• Interpret and apply your Constitution, board charter and any committee terms of reference. Where gaps exist, coordinate updates to align with how the company actually operates.
• Support the board to meet legal duties and good governance practices, including conflicts protocols, related-party decision-making and record-keeping. A practical tool is a written conflicts process supported by a clear Conflict Of Interest Policy.
• Coordinate core compliance policies (privacy, whistleblowing, securities trading, document retention) and make sure they’re communicated and followed. Many companies begin with a Privacy Policy and a Whistleblower Policy as their first governance policies.

Think of the company secretary as the “go-to” person ensuring your corporate house is in order, so directors can make decisions efficiently and with confidence.

How Does A Company Secretary Work With The Board And Directors?

The board is responsible for strategy and oversight. Directors owe duties to act with care and diligence, in good faith and for proper purpose. The company secretary underpins those duties by providing structure and process.

In a small company, the company secretary will often:

• Prepare the meeting calendar and ensure directors receive papers in time to make informed decisions.
• Capture the rationale for decisions in minutes, supporting directors’ ability to rely on the business judgment rule.
• Help chairs run orderly meetings and manage conflicts of interest (e.g. when a founder-director has a personal interest in a transaction).
• Advise when decisions require shareholder approval versus a board resolution (your Constitution and the Corporations Act set these thresholds).
• Coordinate document execution and establish who has authority to bind the company under section 126 (company agents) and section 127 (officer execution). A quick refresher on section 126 is handy for delegations.

Where you have first-time directors, the company secretary can also help onboard them with the Constitution, cap table, key contracts, and their protections (for example, D&O insurance and a Deed of Access & Indemnity).

Appointment, Removal And Eligibility: The Basics

Appointment process: Check your Constitution for the mechanics. Typically, the board can appoint a company secretary by resolution and record their written consent to act. Then, update your statutory registers and lodge the appointment with ASIC within the required timeframe. If your company doesn’t have its own form, document the decision using a standard Directors’ Resolution.

Eligibility: The person must be at least 18. Public companies must have at least one Australian-resident company secretary. For proprietary companies, residency isn’t mandated by law, but you will still need to ensure ASIC correspondence is monitored and handled promptly.

Removal or resignation: Follow your Constitution’s process. Record the change in your minute book, update the registers, and notify ASIC by lodging the relevant form (often via Form 484).

Can a director also be the company secretary? Yes. In many small companies, a founder is both director and company secretary. The key is to separate the hats in practice: board matters should be minuted clearly, and secretarial tasks should be tracked so nothing is missed.

Your Company Secretary’s Annual Compliance Checklist

Every company is different, but this “lite” calendar captures the usual secretarial rhythm for small Australian companies.

Every Month/Quarter

• Check for changes that need ASIC notification (officeholders, registered office, share issues/transfers, ultimate holding company, etc.).
• Maintain the members register and option register; reconcile against the cap table and share certificates.
• Prepare board agendas and papers; record and file minutes for decisions made (including written resolutions).
• Confirm authorised signatories and delegations remain current; refresh signing guidance for staff if required (including a reminder about section 127 execution).

Annually

• Review the ASIC annual statement, pay the annual review fee, and ensure your solvency resolution is passed and recorded on time.
• Run an annual governance tidy-up: confirm the Constitution reflects current operations, update board and committee charters, and audit policy compliance (privacy, whistleblowing, conflicts, trading).
• Check director and secretary consents and details remain accurate, including residential addresses and disclosures.
• Review the cap table, option plans and vesting schedules; verify that any share issues/transfers have been lodged and certificates issued (cross-check with your process for share transfers).
• Verify that all minutes and registers are complete, securely stored and backed up. Ensure you can produce them quickly if needed for a due diligence or financing.

Common Pitfalls (And How To Avoid Them)

It’s easy for governance to slip when you’re busy growing. These are the issues we see most often, plus simple ways to prevent them.

• Letting ASIC lodgements pile up: Build a simple trigger list. Every time a change occurs (new director, new address, new shares), ask “does this require an ASIC lodgement?” If yes, diarise the due date and use a standard checklist tied to Form 484.
• Weak minutes: Minutes are more than a summary; they’re evidence that directors informed themselves and exercised good judgment. Structure them to capture the decision, key reasons, and any conflicts and abstentions. This supports reliance on the business judgment rule.
• Out-of-date Constitution: As your business evolves, your Constitution should too. Schedule an annual review. If you’ve never tailored yours, consider adopting a modern Company Constitution that fits how you operate.
• Messy share records: Don’t wait for a funding round to find gaps. Reconcile your members register to the cap table monthly. Close the loop on every transfer or issue with signed documents, updated registers and corresponding ASIC filings.
• Unclear signing authority: Avoid ad hoc signatures. Publish a one-pager on who can sign what and when to use s 127 execution. For delegation to managers, consider documenting authority under section 126 and keeping it on file.
• No director protections: New directors will expect a Deed of Access & Indemnity. Put a template in place and keep signed copies safe. You can start with a standard Deed of Access & Indemnity and align it with your D&O insurance.

What Legal Documents And Registers Should Your Company Secretary Manage?

Every company’s pack looks a little different, but most small Australian companies will maintain the following as part of their corporate record set.

• Company Constitution: Your internal rulebook defining decision-making, share classes, meetings and more. Keep it current with how you actually operate. A tailored Company Constitution helps avoid confusion and disputes.
• Statutory Registers: Members (shareholders), option holders, directors/secretaries, and charges/security interests where applicable.
• Minute Books: Board and shareholder minutes and written resolutions. Use a consistent format (a Directors’ Resolution template is useful).
• Share Certificates And Deal Folder: Board approvals, subscription or transfer agreements, and evidence of consideration. Connect each share movement to ASIC filings and register updates, following the process for share transfers when relevant.
• Execution Folder: Guidance on section 127 execution, company seal policy (if any), and a list of authorised signatories and delegations under section 126.
• Policies: Conflicts, privacy and whistleblowing are common starting points. You can add others as you scale (e.g. information security, document retention, securities trading).
• Director Protections: Signed Deeds of Access & Indemnity, alongside any D&O insurance confirmations.

Most of these documents are relatively short and straightforward, but they carry real weight when you’re audited, raising capital, or selling the business. Good governance is an asset in its own right.

Who Should Be Your Company Secretary (And When To Get Help)?

For many small businesses, it’s practical for a founder or CFO to act as company secretary at the beginning. If you take that path, give the role a clear mandate and time in your diary-treat it like finance or sales, not a “spare time” task.

Consider engaging external help if:

• Your structure gets more complex (multiple share classes, an ESOP, or frequent cap table changes).
• You’re preparing for a capital raise or sale and need governance upgraded fast.
• You’re moving from an informal to a more formal board cadence and want reliable agendas, minutes and ASIC compliance off your plate.

If you’re at the point of forming a new entity, align your appointment process with your wider Company Set Up timeline so your registers and ASIC records are correct from day one.

Key Takeaways

• Public companies must appoint at least one company secretary; proprietary companies don’t have to, but many appoint one to stay on top of ASIC and governance tasks.
• A company secretary manages ASIC lodgements, statutory registers, board and shareholder meetings, document execution, share changes and day-to-day governance.
• Strong minutes, a current Constitution, clean registers and clear signing authority reduce risk and make life easier when raising capital or selling.
• Use a simple compliance calendar to track annual review, solvency resolution, ASIC changes and cap table reconciliations.
• Founders can wear the company secretary hat early on, but consider external support as your structure and obligations become more complex.

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