A company secretary position is usually a senior managerial position within an organization. The secretary is responsible for the administration of a company in relation to company's compliance with various statutory and regulatory policies, rules and regulations. Further, the secretary also ensures that decisions made by the board of directors or members are implemented and compliant with the law.

Is it mandatory for a company to appoint a Company Secretary?

Appointment of company secretary is not compulsory for a proprietary company but they can appoint company secretary if they want to. However, Public companies must have at least one company secretary. If one or more company secretaries are appointed, at least one of them must ordinarily reside in Australia.

What are prerequisites for appointment as Company Secretary?

A company secretary must be:
• a natural person
• at least 18 years of age.

A person who has been disqualified from managing a corporation may only be appointed as a company secretary if the appointment is made with the permission of ASIC or by leave of the court, depending upon which body disqualified the person.

Who cannot act as a Company Secretary?

A person must not act as a secretary without court consent if that person:
• has claimed bankruptcy and have not yet been granted an order of discharge by a court.
• is subject to a personal insolvency agreement or an arrangement under Part X of the Bankruptcy Act 1966 (Cth) (Bankruptcy Act) that has not been fully complied with
• is subject to a composition under Part X of the Bankruptcy Act and final payment has not been made, or
• has been convicted of various offences such as fraud or offences under company law, such as a breach of your duties as a director or insolvent trading.

If a person has been convicted of one of these offences the said person must not manage a company within five years of your conviction. If imprisoned for one of these offences, must not manage a company within five years after the release from prison.

What is the procedure for the appointment of a secretary?

On registration of a company, a person who is specified in the application with their consent as a proposed company secretary, will become company secretary without further appointment.

In case of appointment of a secretary other than a person who acts as secretary upon incorporation of the company, following procedure is to be followed :

1. New secretary have to sign consent to act as secretary. A consent to act as secretary of a company must be:

• signed and dated by the new secretary
• delivered to the company prior to the secretary’s appointment by the directors
• kept with the company’s records.

A person may act both as a director and secretary of a company.

If new secretary haven’t given their written consent to act as company secretary, the appointment is void.

2. On receipt of the consent of secretary, the director(s) resolve to appoint said person as company secretary. The resolution appointing the company secretary must be signed and placed in the company’s minute books within 1 month after the resolution is passed.

3. ASIC must be notified in Form 484 within 28 days of the appointment.