Company secretary rules for an Australian Pty Ltd

An Australian proprietary company (Pty Ltd) does not have to have a company secretary. If it chooses to appoint one or more, at least one of them must ordinarily reside in Australia (s204A of the Corporations Act). If there's no secretary, the directors carry the secretary's responsibilities and, under s188, the personal liability that comes with them.

What the law actually requires

Breaching s204A is a strict liability offence, so good intentions are no defence.

The eligibility rules mirror those for directors. A secretary must be an individual aged at least 18 (s204B), and a person disqualified from managing corporations can only be appointed with ASIC's permission or the court's leave. A secretary who later becomes disqualified stops being secretary automatically (s204G).

There's no professional qualification required by law. That matters when choosing between a parent-company employee and an outsourced professional: the law sets no bar, so the question is competence and availability in Australian time.

The foreign-owned company trap

An easy mistake in foreign-owned subsidiaries is appointing the group's company secretary or offshore CFO as secretary of the Australian entity, often because a group template lists them for every subsidiary worldwide. If that person is the company's only secretary and lives outside Australia, the company is in breach of s204A from the day of appointment.

There are three compliant options:

1. No secretary at all. Perfectly lawful for a Pty Ltd. The directors carry the duties.
2. A resident secretary only, such as a local employee, the resident director or an outsourced provider.
3. A resident secretary plus an overseas co-secretary. The group secretary can stay involved as a joint secretary, as long as one secretary ordinarily resides in Australia.

"Ordinarily resides" is the same test used for resident directors under s201A. See who can be a resident director.

What a secretary is responsible for

ASIC's officeholder obligations page says the secretary's core statutory job is to make sure the company tells ASIC about changes to its officeholders, its register of members and any ultimate holding company, and responds to an extract or return of particulars. Section 188 is more specific. It makes the secretary personally responsible if the company contravenes any of these "corporate responsibility provisions":

Section 188(1) is a civil penalty provision. The defence in s188(3) protects a person who can show they took reasonable steps to make sure the company complied. A competent secretary keeps evidence of those steps: diary entries, reminders sent, lodgement receipts.

If there is no secretary, the directors carry it

Under s188(2), if a Pty Ltd contravenes one of those provisions and has no secretary, each director contravenes the subsection. For a foreign-owned company with one resident director and two overseas directors, that means all three are exposed for a missed 28-day officeholder notice or a late change of address. This is one of the better arguments for appointing a resident secretary even though the law doesn't require one: it puts accountability for the routine filings with a named person whose job it is.

Beyond the statute, the secretary in practice usually also:

• keeps the statutory registers and the minute book
• prepares board and members' resolutions and minutes
• runs the ASIC annual review: checks the annual statement, confirms the review fee is paid, and makes sure the solvency resolution is passed (see annual statement and solvency resolution)
• holds the corporate key and portal access
• keeps director consents, Director ID records and conflict declarations on file.

A secretary is not the public officer. The ATO's public officer requirement is separate, so see public officer.

How to appoint a secretary

1. Board resolution. A secretary is appointed by the directors (s204D), not the shareholders. The directors also set the terms and pay, under the replaceable rule in s204F. Check the constitution for anything different.
2. Signed consent. The person must give the company a signed consent to act as secretary before being appointed, and the company must keep it (s204C). As with directors, missing consent is a strict liability offence.
3. Notify ASIC within 28 days. Lodge Form 484 through the officeholder portal with the new secretary's name, former names, date and place of birth, residential address and appointment date. ASIC's officeholder change page has the steps. Late lodgement attracts ASIC late fees ($102 up to one month late, $428 after that).
4. Update the company's own records, and tell the bank if the secretary will sign or certify documents.

No Director ID is needed for a secretary who isn't a director, according to ABRS. If the same person is a director and the secretary, which ASIC confirms is allowed, they need one as a director.

Ending the appointment

A secretary can resign, and like a director can notify ASIC directly on Form 370 with a copy of their resignation letter (s205A). The board can also end the appointment under the terms the directors set. Either way, the company must lodge the cessation within 28 days unless the secretary has lodged Form 370 themselves. If the departing secretary was the only resident one and an overseas co-secretary remains, the company is immediately in breach of s204A. Appoint the replacement first, or have the overseas secretary resign at the same time. For the director equivalent, see appointing or removing a director.

Do you need one? A quick test

Consider appointing a resident secretary if any of these apply:

• No one in Australia is watching the 28-day deadlines. Officeholder, address and share changes all run on 28-day clocks.
• The company is trading, hiring or raising capital. Share issues, new directors and register changes become frequent.
• The overseas directors don't want s188 exposure for filings they can't easily supervise.
• A bank, investor or auditor expects one. Ask them early, before the account opening or funding round.
• You are converting to a public company, where a resident secretary becomes mandatory.

A dormant holding company with an engaged resident director and a good accountant often manages without one.

How we handle it

Our Governance Partner package includes a company secretary appointment and statutory register maintenance. On the other packages the directors keep the secretary function. On Resident Director + Compliance, our compliance calendar tracks the ASIC deadlines and we lodge officeholder and address changes. Compare the options on our pricing page. We don't give legal or tax advice about structure. That stays with your adviser.

General information current at 27 October 2026, not legal advice. Check your constitution, which can modify the replaceable rules described here.

General information about Australian law and practice, not legal or tax advice for your circumstances. Check the official sources, or ask your adviser, before you act.