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Need A Company Secretary

Company Secretary – do I need one?

When a proprietary company is to be registered it must have at least one director who resides in Australia.  ASIC does not require this type of company to appoint a secretary.

For a public company limited by guarantee (charitable organisations, medical research, foundations) ASIC requires the entity to appoint three directors minimum – two of which must reside in Australia & at least one secretary who must also live in Australia.  As with all directorships, the appointee must be 18 years of age.

There is no requirement, legal or otherwise, for a secretary to possess any experience or qualifications, if or when the company’s directors agree to appoint one.  It is slightly different with secretaries of public companies, as each secretary’s background & qualifications must be published in the company’s annual report.

You cannot be a company director or secretary if any of the following situations applies to you;

You are an undischarged bankrupt

You are subject to a personal insolvency agreement that has not been fully complied with.

You have been convicted of various offences, such as fraud, breach of duty as a director, or insolvent trading.  Conviction of these offences means you cannot manage a company within 5 years. If you face any of the above situations whilst in the office of director or secretary, you automatically lose that office & the company must then advise ASIC of same.  Fines issued by ASIC can result if they aren’t notified in a timely fashion.

Related Tags: Register a Company | Register a New Company in Australia