What Is a Company Secretary in Australia?

If you’ve set up (or are about to set up) a company in Australia, you’ll quickly come across the term “company secretary”. It sounds formal, but for small businesses, the company secretary is often the backbone of good governance - the person who helps the board stay compliant, organised and confident.

In this guide, we’ll explain what a company secretary is, whether your small company needs one, what they actually do day-to-day, and how to appoint (or remove) the role properly. We’ll also flag the documents and processes that make a company secretary’s job easier, so your business stays on track as it grows.

What Is a Company Secretary in Australia?

A company secretary is an “officer” of the company responsible for supporting the board and overseeing the company’s core compliance and governance tasks. Think of them as your internal governance lead: they keep corporate records in order, coordinate board and shareholder meetings, manage ASIC lodgements and make sure your company is meeting its legal obligations.

For small companies, this function might be a dedicated person, part of a director’s role, or an outsourced governance professional. What matters is that the responsibilities are clearly assigned and carried out.

Legally, the Corporations Act requires public companies to have at least one company secretary (who must ordinarily reside in Australia). Proprietary limited companies (most small companies) are not required to have one - but many still appoint a company secretary because it improves discipline and reduces compliance risk.

If you’re in the early stages of forming your company and weighing up roles, it’s worth ensuring your Company Constitution sets clear expectations for officer appointments and responsibilities. If you’re yet to incorporate, you can also look at the practical steps in a Company Set Up.

Do Small Companies Need One?

Not always. For proprietary companies, appointing a company secretary is optional unless your constitution requires it. However, there are strong reasons many small companies still choose to appoint one:

• Clear accountability: Someone owns the compliance calendar (ASIC filings, meeting minutes, registers, deadlines).
• Better board support: Directors can focus on strategy while the secretary handles process and record-keeping.
• Investor readiness: If you plan to raise funds, strong governance (clean registers, consistent minutes) builds confidence.
• Continuity: As the business grows, processes are already embedded rather than created during a crunch.

The bottom line: the role de-risks your company. Even if you don’t appoint a company secretary formally, make sure someone is assigned these tasks and has the authority and tools to do them well.

What Does a Company Secretary Do?

The company secretary’s responsibilities will vary by company size and stage, but in practice they commonly cover the following areas.

1) ASIC Filings And Statutory Registers

• Preparing and lodging ASIC notifications for changes to company details, directors and share capital - often using ASIC Form 484.
• Maintaining the company’s registers (members/share register, option holders, directors and secretaries, charges if applicable).
• Keeping your corporate file complete and up to date (certificate of registration, constitution, consents, share issue documentation, minutes and resolutions).

2) Board And Shareholder Meetings

• Coordinating board agendas, papers and meeting logistics.
• Attending meetings, advising on procedure and recording accurate minutes and action items.
• Managing annual and ad hoc shareholder meetings, including notices, proxies and resolutions (and, when required, supporting EGMs).

3) Company Records And Execution Of Documents

• Ensuring documents are executed correctly, including under section 127 of the Corporations Act or another valid authority framework (e.g. board delegation or power of attorney).
• Maintaining a reliable execution process across the business, including how you handle wet-ink and electronic signatures.
• Keeping minute books and board resolutions filed and searchable - you’ll thank yourself during due diligence or an audit.

4) Governance And Compliance Support

• Advising directors on procedural requirements and governance best practice (not legal advice, but practical guidance on the rules your company has set).
• Ensuring the constitution and any shareholders’ agreements are reflected in board processes and decision-making.
• Overseeing policy updates and the company’s compliance calendar (e.g. whistleblower, privacy, conflicts, delegations of authority).

5) Equity And Capital Changes

• Coordinating share issues, transfers, buy-backs and option grants, including documentation and ASIC notifications.
• Aligning capital changes with your Shareholders Agreement and the company’s constitution.

For small companies, the company secretary often wears multiple hats, so clarity matters. A simple position description, an agreed compliance calendar and the right templates will save time and reduce errors.

How To Appoint And Remove a Company Secretary

Appointing (or removing) a company secretary is straightforward, but it must be done properly to keep your records-and ASIC-up to date.

Who Can Be a Company Secretary?

• Must be at least 18 years old.
• For public companies, at least one company secretary must ordinarily reside in Australia. For proprietary companies, there’s no residency requirement, but the usual director residency rules still apply.
• They must consent in writing to act (keep the signed consent with your company records).

Appointment Steps

1. Check your governing documents: Confirm what your Company Constitution says about appointments and delegations.
2. Board resolution: Pass a resolution appointing the company secretary, noting the start date and authority. If you don’t have a standard format, a Directors Resolution Template will help you record decisions consistently.
3. Written consent: Have the appointee sign a consent to act as company secretary.
4. Update ASIC: Lodge the details with ASIC (typically via Change to company details, e.g. Form 484) within the relevant timeframe.
5. Onboarding: Give them access to your registers, minutes, constitution, cap table and compliance calendar.

Removal Or Resignation

• If a company secretary resigns, obtain their signed resignation and lodge the change with ASIC promptly.
• If the board terminates the appointment, follow your constitution and employment law obligations (notice, entitlements) and file the ASIC change.

For clarity and fairness, many companies formalise the role through an Employment Contract or service agreement (if outsourced). This sets expectations about duties, confidentiality and termination.

Documents And Policies To Support The Role

The company secretary’s job is easier (and your compliance stronger) when key documents are in place and aligned. Here are the essentials most small companies should consider.

• Company Constitution: The rulebook for how your company operates - director powers, meetings, share issues and procedural requirements are all clearer with a modern, tailored Company Constitution.
• Shareholders Agreement: If you have multiple owners, a Shareholders Agreement sets out decision-making, share transfers, exits, dispute resolution and more. The company secretary ensures board processes reflect these terms.
• Board And Member Resolution Templates: Consistent, accurate minutes and resolutions help you pass audits and transactions smoothly. A standardised Directors Resolution Template saves time and avoids mistakes.
• Execution Procedures: Clear procedures for signing company documents (including when to rely on section 127 or a delegated authority) and whether you accept electronic signatures.
• Privacy Policy: If your business collects personal information (most do), publish and follow a compliant Privacy Policy. The secretary often coordinates policy housekeeping and version control.
• Whistleblower Policy (as relevant): For eligible companies, a documented process is essential; even for small teams, a clear Whistleblower Policy builds trust and accountability.
• Cap Table And Option Records: Up-to-date registers for shares, options and convertible instruments, aligned with board approvals and ASIC lodgements.
• Delegations And Approvals: A simple matrix showing who can sign what (and up to which limits) avoids ad hoc decisions.

These tools bring structure. They also reduce personal risk for directors, because the company can show it’s following its own rules and the law.

What About Day-To-Day Best Practice?

Your company secretary will be far more effective with a predictable rhythm. Consider the following operating habits:

• Compliance calendar: Annual statements, ASIC deadlines, meeting cadence and policy reviews - map them out quarterly and annually.
• Paper trails: Every key decision gets a board paper and resolution; every share issue has supporting documents and register updates.
• Single source of truth: Keep corporate records in a controlled folder (or company secretary platform) with role-based access.
• Training: Brief directors on meeting procedure, conflicts and document execution, so processes don’t slow down growth.

Where The Secretary Supports Broader Compliance

While directors retain ultimate responsibility, a good company secretary helps your business stay compliant in adjacent areas, too:

• Employment law basics: Tracking board approvals for new roles and ensuring contracts (like your Employment Contract) and policies are current.
• Privacy and data: Managing policy updates and ensuring changes in your data handling are reflected in your Privacy Policy.
• Commercial contracts: Coordinating approvals and filing for key customer and supplier contracts so the board can monitor risk.
• Capital raising: Keeping registers, option plans and board approvals in order to accelerate due diligence.

None of this replaces legal or accounting advice. But with a company secretary driving the process, your advisors can work faster and more cost-effectively when you need them.

Common Mistakes To Avoid

• Late lodgements: ASIC penalties and messy records creep in when changes aren’t lodged on time (directors, addresses, share issues). Document decisions and file changes promptly.
• Inconsistent minutes: Vague or missing minutes make future audits and transactions painful. Record who decided what and why, every time.
• No alignment with governing documents: If your board process ignores your constitution or shareholder terms, you risk invalid actions.
• Ad hoc execution: Without clear signing procedures, contracts can be executed incorrectly - use section 127 or documented delegations as your default.

Key Takeaways

• A company secretary is the governance engine of your company - coordinating ASIC lodgements, meetings, records and process so directors can focus on strategy.
• Proprietary companies don’t have to appoint a company secretary, but many do to improve compliance, investor readiness and board efficiency.
• Appointing the role requires a board resolution, written consent and an ASIC update; removal or resignation should also be documented and lodged.
• Strong foundations - a current Company Constitution, a clear Shareholders Agreement, execution procedures and standard resolution templates - make the role effective.
• Good habits (a compliance calendar, consistent minutes, up-to-date registers) reduce risk and speed up audits, funding rounds and exits.
• The company secretary supports broader compliance by coordinating policies like your Privacy Policy and whistleblower processes, and by keeping corporate paperwork investor-ready.

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