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5. When and why does a company need a secretary?

Unless a company is large and its operations complex, it may not be necessary to have a company secretary.

If you do not wish to appoint a secretary when registering an Australian company, it is best to pass a resolution to the effect that the company has decided not to appoint a secretary.

A company director can be appointed to the role of secretary.

The role of the company secretary is set out in, and subject to, the Corporations Act as the secretary (or secretaries) is an officer of the company.

A company secretary must be 18-years of age and, in instances where only one secretary is appointed, he or she must reside in Australia. If a company has multiple secretaries then at least one must ordinarily live in Australia.

Before an individual can be appointed to the position of company secretary, that individual must give their written consent to take up the role of secretary. That written consent must be kept on file by the company and ASIC needs to be informed of the appointment.

The main role of the company secretary is to make sure that the company's records are kept up to date. Those records include the details of directors, their names and addresses, along with those of the company's secretaries. The secretary must also ensure the company lodges its annual return.

It is possible for a company secretary to resign by giving their notice in writing. The resigning secretary or the company must inform ASIC of the resignation