Officeholders? Wait. What?

Are you wondering what an officeholder is for your business incorporation?

Unless you’ve been in business before, it’s not something you would have come across previously.

But, as always, we’ll explain in easy-to-understand terms, so choosing your officeholders is made with confidence. We promise!

Let’s start slowly – what is an officeholder?

Officeholders are accountable for the day-to-day operations of the company. The officeholders’ duty is to follow the Corporations Act by keeping company details up to date, ensuring company records and details are registered with ASIC, and annual reviews are lodged and paid.

Each appointed officeholder must be in a position to affect the whole or significant part of the company, including the financial position of the company. Officeholders are responsible roles and ones not to be taken lightly.

Officeholders include Directors of your company, and potentially a Company Secretary or a Public Officer.

Choosing officeholders - the director

Every Pty Ltd company must appoint at least one director and: 

  • at least one director must ordinarily reside in Australia 
  • be over the age of 18.
  • not be an undischarged bankrupt

Responsibilities of a director

So, what does a director have to do as an officeholder?

A director of your company is in charge of managing the company’s business activities. They must make every business decision in the best interests of the company, with care and diligence.

Directors are required to keep accurate and updated company records. They must inform ASIC of any changes to the company such as changes to shareholders, address, and officeholders.

A director can be a shareholder (member) and make decisions on the board.
They must comply with their duties or face penalties or dismissal if they violate them.

Choosing officeholders - a company secretary

Your Pty Ltd company does not have to appoint a company secretary.

If you decide to appoint a company secretary, they must:

  • be over 18 years of age and
  • ordinarily reside in Australia.

As an officeholder, a Company Secretary is responsible for legal obligations and administrative tasks of the board. Examples include organising meetings between directors and/or shareholders, the payment of dividend and interest payments, and the drafting and execution of agreements, contracts and resolutions.

Their role is to ensure the company complies with regulations, keep accurate records and manage company affairs.

Same as the Director, a Company Secretary must act in the best interests of the company.

When first starting out, your business may not appoint a company secretary. The Director can fulfil this role.

But as your company grows, you may want to appoint a company secretary to relieve the burden on your Director. The Company Secretary does not need to be employed by the company.

If this is the case, don’t forget to notify ASIC of your new company secretary (within 28 days of being appointed).

Choosing officeholders - a public officer

Oh, what about a public officer?

A public officer is not mandatory to appoint for a Pty Ltd company.

As an officeholder, a public officer is the contact between your company and the ATO. They are the company representative and are responsible for complying with the legislation and liable for penalties should the company not meet these responsibilities.

You can check out Section 252 of the Income Tax Assessment Act 1936 if you are so inclined!

A public officer:

  • Must be over 18 years of age and
  • Must ordinarily reside in Australia.
  • Should understand the role of a public
  • officer and tax compliance.

The public officer can be the Director as well.

Wow, that’s a lot of officeholders, isn’t it? We think this calls for some scenarios so you can get a true understanding of choosing officeholders.

In the simplest of company set-ups, you, the founder can be the sole shareholder, director and company secretary. In this instance, you are the officeholder.

Alternatively, you can choose to engage others to take on the role of company secretary and public officer. You, as the founder, can be the sole shareholder and director and you can appoint your employed accountant as the company secretary (such as Sleek!).

Great, choosing officeholders for my company is done, now what?

Once you have decided who your officeholder/s will be, you need to get written consent from them. These signed documents will need to be filed with your company records.

Remember, all directors will need their own unique Director’s Identification Number (DIN).

In 2021, ASIC started requiring Company directors to obtain their own unique Director Identification Number (DIN).

Can you change officeholders?

Sure can. You can change your company officeholders at any time.

But you will have to notify ASIC within 28 days of any changes. There are no fees to make these changes but there are fines if you do not notify ASIC within the time frame.

Your company officeholders are responsible roles and need to be taken seriously. If you are unsure of who to appoint, shoot us an enquiry on our chat box, and we’ll be sure to help clear up any queries you have.

Are you ready for business incorporation?

Start a business in less than 3 hours with us. Talk to our experts today.

Subscribe to our newsletter

Our jam-packed newsletter covers monthly compliance updates, upcoming events and exclusive offers

Other articles that might interest you

Related content

Let’s talk shop!

Leave our friendly team a message and we’ll be in touch in no time.

Disclaimer: The information on this website is intended for general informational purposes only and may not be specifically relevant to everyone’s personal situation. It should not be considered financial advice or a substitute for professional tax or accounting advice. Each individual’s circumstances are unique, and laws can vary. For tailored advice, please consult a qualified professional. Contact Sleek for further information on how we can help you.

Simplify your business. Talk to one of our experts today.

Get $100 off on your first Sleek accounting purchase!

Offer applicable to new customers only, with the purchase of an accounting package. Valid until 31st October 2023.

30 Days Money Back Guarantee

Our refund policy:

We care about you – within 30 days from your purchase, if you’re unhappy with our services, we’ll refund our fee. Email or call us, and we’ll process the refund within five working days.

What it doesn’t cover:

We will not be able to refund Government fees once the application has been submitted, nor any third-party processing fees.

When it applies:

We cannot guarantee any specific legal outcomes when you use our services. For instance, a company registration might be filed correctly but still get rejected by the Company Registry for reasons beyond our control. We can only refund our fees for issues we are directly responsible for. In the case that you purchase a service and later change your mind, we can’t issue a refund.

Our customer support team is at your disposal for any questions or issue you may face.

Get started today

Chat with us on WhatsApp from your mobile

AU_QR_WhatsApp

Need help?

Our sales team is available from Mon - Fri 9am to 6pm (Sydney Time)

Let's get in touch

Book a time with our experts to guide you in finding the best solution.