Corporations Act 2001

CHAPTER 2D - OFFICERS AND EMPLOYEES  

PART 2D.1 - DUTIES AND POWERS  

Division 1 - General duties  

Note: This Division applies in relation to CCIVs in a modified form: see sections 1224C .

SECTION 188   RESPONSIBILITY OF SECRETARIES ETC. FOR CERTAIN CORPORATE CONTRAVENTIONS  

Responsibility of company secretaries

188(1)    
A secretary of a company contravenes this subsection if the company contravenes any of the following provisions (each of which is a corporate responsibility provision ):

(a)    section 142 (registered office);

(b)    section 145 (public company ' s registered office to be open to public);

(c)    

section 146 (change of principal place of business);

(d)    section 178A (change to proprietary company ' s member register);

(e)    

section 178C (change to proprietary company ' s share structure);

(ea)    

subsection 203AA(6) (notification of resignation day);

(f)    

section 205B (lodgement of notices with ASIC);

(g)    

section 254X (issue of shares);

(h)    

section 319 (lodgement of annual reports with ASIC);

(i)    

section 320 (lodgement of half-year reports with ASIC);

(j)    

section 346C (response to extract of particulars);

(k)    section 348D (response to return of particulars);

(l)    section 349A (change to proprietary company ' s ultimate holding company).

Note 1: See section 204A for the circumstances in which a company must have a secretary.

Note 2: This subsection is a civil penalty provision (see section 1317E ).

Note 3: This subsection has an extended operation in relation to the secretary of a corporate director of a CCIV: see sections 1225A and 1225B .

Responsibility of directors of proprietary companies

188(2)    
Each director of a proprietary company contravenes this subsection if:

(a)    

the proprietary company contravenes a corporate responsibility provision; and

(b)    the proprietary company does not have a secretary when it contravenes that provision.

Note 1: See section 204A for the circumstances in which a company must have a secretary.

Note 2: This subsection is a civil penalty provision (see section 1317E ).

Defence of reasonable steps

188(3)    
A person does not contravene subsection (1) or (2) in relation to a company ' s contravention of a corporate responsibility provision if the person shows that he or she took reasonable steps to ensure that the company complied with the provision.