Proprietary limited or private companies can elect to have a secretary but, if they don’t, the usual duties performed by the secretary will need to be absorbed by the company’s director(s).
 

The role of the company secretary is primarily administrative. Subject to any special binding rules or agreements, including the company’s constitution, the secretary will take responsibility for taking minutes of directors’ and members’ meetings, completing and lodging forms with ASIC and maintaining the company’s register.
 

For the purposes of the Corporations Act, a company secretary is defined as being an ‘officer’ of the company, along with its directors. To become a company secretary, an individual must be at least 18 years of age and must give their written consent to being appointed to the secretary’s position.
 

The company must keep a copy of the secretary’s written consent on file and notify ASIC of their appointment. The responsibilities of a company secretary may continue even after a company has been deregistered. Depending on the constitution of the company, the secretary may be excluded from voting at directors’ meetings.