Corporations Act 2001

CHAPTER 2D - OFFICERS AND EMPLOYEES

PART 2D.4 - APPOINTMENT OF SECRETARIES

Note: This Part does not apply to a CCIV: see section 1224E .

SECTION 204E EFFECTIVENESS OF ACTS BY SECRETARIES

204E(1)
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).]

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