Functions of the company secretary 

Company secretary appointment and resignation

• A proprietary company need not have a company secretary but a public company must have at least 1. At least 1 company secretary must ordinarily reside in Australia (s 204A)
• Before being appointed, the secretary must give consent to the company (s 204C CA).
• S 204D – directors appoint company secretary. 
• Appointment on registration: s120

• Directors set terms and conditions of secretary (s 204F which is a Replaceable Rule )
• No later than seven days after appointment , the secretary must give personal details (given and family names, date and place of birth and address (s 205B CA)) to the company (s 205C(1) CA).

• Within 28 days of appointment, Form 484 must be lodged (s 205B CA).

  Failure to provide details does not cause the appointment to office to be defective and will not have any effect upon acts taken by an individual in their capacity as secretary (s 204E CA).

• A company secretary can advise ASIC of their resignation (s 205A CA) by ASIC Form 370. Lodgement of the ASIC Form 370 does not relieve the company of its obligation to notify ASIC of the change of officers by lodging ASIC Form 484.

Role of secretary

Specific obligations: s 188

Insurance

s199A and 199B