When do I need a Company Secretary?
When you register a proprietary company in Australia, it is mandatory to have at least one director residing in Australia. Australian Securities and Investments Commission or ASIC do not state that this type of business should appoint a secretary.
When you register a Public Company Limited by Guarantee that is Foundations, Charitable Organizations or Medical research, ASIC states that the company MUST have a minimum of three directors, and two of them must be residing in Australia, and the secretary living in Australia as well. All the three directors Must have attained the age of 18. Happily, there is no legal requirement for the secretary to have any qualification or experience when taking the job. All is needed is for the directors to agree on the appointment. However, it is a bit different with secretaries appointed in Public Companies. Here, it is a MUST to publish the secretary’s qualifications and background in the company’s annual report.
For a person to be a company director or secretary, there are various legal requirements. If any other the following applies to appointees, he or she cannot hold a company’s director or a secretary office.
* If the person has been declared bankrupt.
* If the person is a subject to an individual bankruptcy contract, and he or she has not honored it.
* If the person has been sentenced for an offense such as breach of conduct as a director, fraud, or for insolvent trading.
Sentence of any of these offenses means you cannot hold a director’s office within five years.
Also, if the person faces any of the mentioned situations while in director’s or secretary’s office, he or she automatically loses the position and the Company MUST inform the ASIC on the matter. Failure to notify ASIC in time can result in penalties.