A Company Secretary’s duties and responsibilities includes performing those required by the Corporations Act 2001 (CA), the Company’s Constitution, listing rules of the Australian Stock Exchange (ASX), the National Stock Exchange (NSX) Australian Prudential Regulation Authority (APRA) and any other relevant legislation or regulation applicable to the company.

Legal responsibilities of a company secretary

Section 188 of the CA states that a company secretary is responsible for:

• maintaining a registered office (s142);
• lodging notices regarding personal details of directors and secretaries with ASIC (s205B);
• responding to ASIC questions (ss346C / 348D);
• notifying ASIC of a change to the principal place of business (s146);
• notifying ASIC of any issue of shares (s254X);
• lodging financial report with ASIC (if required) (s319(1));
• notifying ASIC of change to member register (proprietary company only) (s178A);
• notifying ASIC of change to share structure (proprietary company only) (s178C); and
• notifying ASIC of changes to ultimate holding company (proprietary company only) (s349A).

A company secretary contravenes the CA if any of these are contravened.

Typical duties of a company secretary

Therefore, a Company Secretary typically:

• ensures that the Company complies with its statutory obligations under any relevant laws and regulations;
• maintains the minute books and statutory registers and ensure the requisite retention of documents and records;
• ensures completion and lodgement of statutory forms/returns and reporting under the CA, ASX, NSX, APRA and other relevant legislation/regulation;
• ensures compliance with the ‘continuous disclosure’ requirements of the CA (if an unlisted Disclosing Entity) and the ASX and NSX Listing Rules (when applicable);
• for Board and Shareholders’ meetings:
  • arranges/co-ordinates;
  • sets agenda;
  • compiles and circulates papers to Directors prior to meetings;
  • drafts minutes; and
  • initiates and directs action to give practical effect to decisions;
• has custody of the Common Seal (if any) and record usage;
• assists with/attends to signing of contracts and other documentation;
• ensures adherence with the Company’s Constitution
• carries out other functions, if any, required of the Company Secretary by the Constitution, Board Charter, shareholders’ agreement, etc.;
• assists the Chairman and Directors in the conduct of meetings and their directorial and governance obligations and responsibilities;
• provides guidance to Directors and management on various matters with or without that provided by other professional advisers, including:
  • CA and the company’s constitution;
  • ASIC Class Orders;
  • ASX/NSX listing rules;
  • trade practices/consumer laws;
  • environmental matters;
  • workplace, health and safety;
  • employment laws;
  • superannuation;
  • insurance; and
  • accounting standards;
• prepares a corporate governance/policy manual for Directors/ management;
• attends to shareholder relations/enquiries;
• liaises with accountants, lawyers and other professional advisers in relation to various corporate matters; and
• attends to other matters as reasonably required by Directors from time to time.

Hopkins Corporate Solutions is able to  provide a complete range of company secretarial services for all types of companies and businesses. Please Contact Us for further information regarding these services.