{"id":3248,"date":"2018-12-12T09:46:39","date_gmt":"2018-12-11T22:46:39","guid":{"rendered":"https:\/\/intas.com.au\/?p=3248"},"modified":"2020-12-11T12:46:08","modified_gmt":"2020-12-11T01:46:08","slug":"need-company-secretary","status":"publish","type":"post","link":"https:\/\/intas.com.au\/need-company-secretary\/","title":{"rendered":"Does My Business Need A Company Secretary?"},"content":{"rendered":"\n

We write a lot about the different roles required by the regulatory offices when running or setting up a business in Australia. These roles and their duties can get confusing but is an important aspect that needs due attention to choose the right person, especially with major changes in management.<\/p>\n\n\n\n

Effective business management means your growth may warrant a company secretary to manage the pieces of the puzzle. And while not mandatory, the role can play a significant part for some businesses and under certain circumstances.<\/p>\n\n\n\n

This article was prompted when International Accounting Solutions did a health check for a new client \u2013 an Australian subsidiary for a US company. During our health check, it became apparent the company had not fulfilled its obligations with ASIC.<\/p>\n\n\n\n

These are serious and fineable offences and it is the responsibility of the resident director to ensure compliance with ASIC.<\/p>\n\n\n\n

Who you appoint to these roles and their ongoing responsibilities does need to be taken seriously.  Their clear, defined responsibilities ensure your entity meets its ongoing company regulatory obligations.<\/p>\n\n\n\n

Let\u2019s delve into the roles required for an Australian company first to see how a company secretary fits into the picture.<\/p>\n\n\n\n

Resident Director<\/h3>\n\n\n\n

One of the requirements stipulated by ASIC when setting up a company in Australia is that all private companies registered in Australia must have a local Australian resident appointed as a director of the company at all times.<\/p>\n\n\n\n

A proprietary company (Pty) must have at least one director, while a public company must have a minimum of three directors, at least two of whom must ordinarily reside in Australia.<\/p>\n\n\n\n

The role of the Australian resident director is the management of the affairs of the company. They must ensure the company is acting responsibly and meets its ASIC obligations.<\/p>\n\n\n\n

Read more on the role of the resident director nominee here.<\/a><\/p>\n\n\n\n

Public officer<\/h3>\n\n\n\n

A public officer is the Company\u2019s representative to the Australian Tax Office and is responsible for the Company\u2019s obligations under the Income Tax Assessment Act 1936<\/em>.<\/p>\n\n\n\n

The public officer is answerable for everything that is required by the company for tax-related purpose and if in default, is liable to the same penalties.<\/p>\n\n\n\n

Please note, they are not liable for the payment of tax due by the company.<\/p>\n\n\n\n

Read more about the eligibility and role of the public officer<\/a> here.<\/p>\n\n\n\n

What is a company secretary?<\/h2>\n\n\n\n

As set out under the Corporations Act 2001, the role of the company secretary<\/a> is to administer the affairs of the company through governing and monitoring.<\/p>\n\n\n\n

This includes keeping accurate financial records, deeds, minutes of meetings, maintaining a member register, passing insolvency resolutions and generally keeping all company details up to date.<\/p>\n\n\n\n

It is not a legal requirement to appoint a company secretary in an Australian Proprietary or a subsidiary of an international company.<\/p>\n\n\n\n

The importance of a company secretary<\/h2>\n\n\n\n

In recent times, appointing a company secretary in a business has become more prevalent.<\/p>\n\n\n\n

The required skill base around legal and tax law, necessary to fulfil the role as the resident director and public officer, especially when conducting business in an unfamiliar country, places extra stress on ensuring the business is up to date on these obligations.<\/p>\n\n\n\n

Businesses as a whole, are finding increasing pressure from regulatory and compliance burdens as well as time and profit pressures.  The company secretary could relieve some of these compliance duties.<\/p>\n\n\n\n

There has been emphasis placed on the company secretary in playing an increasingly important part in corporate governance, administering and transparency.<\/p>\n\n\n\n

An effective company secretary can progress a business and make a difference in the ongoing regulatory compliance of a business.<\/p>\n\n\n\n

Who can be a company secretary in Australia?<\/h2>\n\n\n\n

The role of company secretary for a proprietary company is optional. The resident director or nominee can be the company secretary as well.<\/p>\n\n\n\n