- Pty Ltd companies are not legally required to appoint a company secretary; public companies must have at least one.
- If you don't appoint one, the secretary's duties fall on the directors personally, they don't go away.
- Many owners outsource the role to stay compliant without a permanent hire, and it satisfies the resident-officer rule for foreign founders.
A company secretary keeps a company compliant: lodging ASIC filings, maintaining the registers, and making sure deadlines are met. Here is the part that surprises most owners: a proprietary (Pty Ltd) company in Australia is not legally required to have one. But if you do not appoint a secretary, those duties do not disappear, they fall on the directors personally. So the real question is not whether the work gets done, but who does it, and whether you appoint internally or outsource. This guide covers both.
What does a company secretary do in Australia?
A company secretary is the officer responsible for a company’s governance and compliance administration. In practice, that means keeping the company’s ASIC records current, maintaining its registers and minute book, and making sure statutory deadlines are met so the company stays in good standing.
Whether you legally need one depends on your company type, covered next. But the underlying work applies to every company, so understanding the duties matters even if you never formally appoint a secretary. Our company registration and secretarial service can take this on for you.
What are the core duties of a company secretary?
The role centres on keeping the company compliant and its records in order. The main duties are:
- ASIC compliance: lodging the annual company review, and notifying ASIC of changes to officeholders or the registered address (Form 484) within 28 days.
- Maintaining registers: keeping the members register, officeholder details, and other statutory registers accurate and up to date.
- Records and minutes: maintaining the minute book and ensuring meeting decisions and resolutions are properly recorded and kept.
- Governance support: managing meeting logistics, notices, and ensuring the company meets its obligations under the Corporations Act.
Because a company secretary is an officer of the company, they are also subject to statutory duties such as acting with care and diligence, in good faith, and not misusing their position. For the wider role picture, see our director duties overview.
Do Pty Ltd companies need a company secretary?
No. Under section 204A of the Corporations Act 2001, a proprietary company is not required to have a company secretary. Only public companies must appoint at least one. If your Pty Ltd does appoint a secretary, at least one of them must ordinarily reside in Australia.
Here is the catch that matters: if you choose not to appoint a secretary, the responsibilities that would fall to that role are assumed by the directors personally. The compliance work, ASIC filings, registers, and deadlines still has to be done, and the directors carry it. That is why many owners appoint or outsource a secretary even though they are not obliged to.
|
Company type |
Secretary required? |
Residency |
|
Proprietary (Pty Ltd) |
No (optional) |
If appointed, at least 1 must ordinarily reside in Australia |
|
Public company |
Yes, at least 1 |
At least 1 must ordinarily reside in Australia |
Should you appoint internally or outsource?
If you decide the role is worth filling, you have two options: appoint someone internally (often a director wearing a second hat) or outsource to a corporate-secretarial provider. Each suits a different situation.
- Appoint internally: workable when a director has the time and knows the compliance calendar. The trade-off is that the same person makes and checks the decisions, and a missed ASIC deadline still lands on them.
- Outsource: a provider handles filings, registers, and deadlines for a fixed fee, removes the risk of a compliance gap, and gives you specialist knowledge without a permanent hire. It also satisfies the resident-secretary requirement automatically.
For foreign founders in particular, outsourcing solves the ordinary-residence rule cleanly, without needing to place a local person on the books. See how an ASIC registered agent fits alongside this.
TIPHow do you choose a corporate-secretarial provider?
If you outsource, the provider becomes responsible for keeping you compliant, so choose on substance, not price alone. Check for:- Scope: does it cover ASIC filings, the annual review, register maintenance, minutes, and change notifications, or just a registered address?
- Compliance calendar: will they proactively track and meet your deadlines, or only act when you ask?
- Resident-officer coverage: can they satisfy the ordinary-residence requirement, important for foreign-owned companies?
- Integration: do they also handle accounting and tax, so your compliance and books sit in one place rather than across vendors?
- Transparency: fixed, clear fees with a defined scope, rather than per-request charges that add up.
How Sleek acts as your company secretary
A company secretary keeps your company compliant with ASIC and the Corporations Act, and while a Pty Ltd is not legally required to have one, the duties still land on your directors if you don’t. That makes this a decision about capacity and risk, not just obligation: do it yourself, appoint internally, or outsource to a provider who guarantees the deadlines.
Sleek acts as your outsourced corporate secretary: lodging your ASIC annual review, notifying changes of officeholders and addresses, maintaining your registers and minute book, and running a compliance calendar so nothing is missed.
Because Sleek also handles accounting and tax, your compliance and financials sit together, which is exactly what an owner juggling both wants. For foreign founders, it covers the resident-officer requirement without a local hire.
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Frequently Asked Questions
Does a Pty Ltd need a company secretary in Australia?
No. Under section 204A of the Corporations Act 2001, proprietary companies are not required to appoint a company secretary. Only public companies must have at least one. However, if a Pty Ltd chooses not to appoint one, the secretary’s duties, including ASIC filings and record-keeping, fall on the directors personally.
Can a director also be the company secretary?
Yes. The same person can hold both the director and company secretary roles, which is common in small companies. Just be aware the secretary is an officer of the company with statutory duties of their own, so the responsibilities are real even when one person wears both hats.
What are the main duties of a company secretary?
A company secretary keeps the company compliant: lodging the ASIC annual review, notifying ASIC of changes to officeholders or registered address within 28 days, maintaining the statutory registers and minute book, and supporting governance and meetings. As an officer, they must also act with care, in good faith, and not misuse their position.
Does a company secretary have to live in Australia?
At least one company secretary must ordinarily reside in Australia. For a proprietary company this only applies if it chooses to appoint a secretary; for a public company it is mandatory. Foreign-owned companies often meet the requirement by appointing an outsourced or nominee secretary through a local provider.
Should I appoint a company secretary internally or outsource?
It depends on capacity and risk. Appointing internally works if a director has the time and knows the compliance calendar. Outsourcing suits owners who want deadlines guaranteed, specialist knowledge without a permanent hire, and, for foreign founders, automatic coverage of the resident-officer rule.
What happens if my company has no secretary and misses an ASIC deadline?
The directors are responsible. When no secretary is appointed, the compliance duties revert to the directors personally, so a missed annual review or late change notification, and any resulting late fees or penalties, land on them. This is a common reason owners outsource the role.
How do I choose the best corporate-secretarial service?
Look at scope (does it cover filings, registers, minutes, and change notifications, not just an address), whether the provider proactively tracks your deadlines, whether they satisfy the resident-officer requirement, and whether they also handle accounting so your compliance and books sit together. Prefer clear fixed fees over per-request charges.
