Corporations Act 2001
Note: This Part does not apply to a CCIV: see section 1224E .
View history note
Hide history noteA proprietary company is not required to have a secretary but, if it does have 1 or more secretaries, at least 1 of them must ordinarily reside in Australia.
204A(2) Public companies.A public company must have at least 1 secretary. At least 1 of them must ordinarily reside in Australia.
204A(3) Strict liability offences.An offence based on subsection (1) or (2) is an offence of strict liability.
Note: For strict liability , see section 6.1 of the Criminal Code .
Only an individual who is at least 18 may be appointed as a secretary of a company.
204B(2)
A person who is disqualified from managing corporations under Part 2D.6 may only be appointed as a secretary of a company if the appointment is made with permission granted by ASIC under section 206GAB or leave granted by the Court under section 206G .
A company contravenes this subsection if a person does not give the company a signed consent to act as secretary of the company before being appointed.
204C(2) [ Consent to be retained]The company must keep the consent.
204C(3) [ Strict liability offence]An offence based on subsection (1) or (2) is an offence of strict liability.
Note: For strict liability , see section 6.1 of the Criminal Code .
A secretary is to be appointed by the directors.
Note 1: The company must notify ASIC of the appointment within 28 days (see subsection 205B(1) ).
Note 2: Section 188 deals with the responsibilities of secretaries for contraventions by the company.
[ CCH Note: S 204D will be amended by No 69 of 2020, s 3, Sch 1[522], by substituting " the Registrar " for " ASIC " in note 1, (effective 1 July 2026 or a day or days to be fixed by Proclamation).]
An act done by a secretary is effective even if their appointment, or the continuance of their appointment, is invalid because the company or secretary did not comply with the company ' s constitution (if any) or any provision of this Act.
204E(2)
Subsection (1) does not deal with the question whether an effective act by a secretary: (a) binds the company in its dealings with other people; or (b) makes the company liable to another person.
Note: The kinds of acts that this section validates are those that are only legally effective if the person doing them is a secretary (for example, signing and sending out a notice of a meeting of directors if the company ' s constitution authorises the secretary to do so or signing a document to be lodged with ASIC). Sections 128 - 130 contain rules about the assumptions people are entitled to make when dealing with a company and its officers.
[ CCH Note: S 204E(2) will be amended by No 69 of 2020, s 3, Sch 1[523], by inserting " or the Registrar " after " ASIC " in the note, (effective 1 July 2026 or a day or days to be fixed by Proclamation).]
SECTION 204F 204F TERMS AND CONDITIONS OF OFFICE FOR SECRETARIES (REPLACEABLE RULE - SEE SECTION 135)
A secretary holds office on the terms and conditions (including as to remuneration) that the directors determine. SECTION 204G 204G SIGNPOST TO CONSEQUENCES OF DISQUALIFICATION FROM MANAGING CORPORATIONS
A person ceases to be a secretary of a company if the person becomes disqualified from managing corporations under Part 2D.6 (see subsection 206A(2) ) unless ASIC or the Court allows them to manage the company (see sections 206GAB and 206G ).