A company secretary is a crucial position within an organisation, responsible for a variety of elements from compliance to communication between you and your stakeholders. Discover what kind of services they provide, how they differ from general counsels as well as when you should consider hiring a company secretary.
What is a company secretary?
A company secretary is a key administrative role within a company in Australia, playing an important role in ensuring compliance with legal and regulatory requirements. Their services also include managing board operations, organising meetings, maintaining financial records, providing regulatory advice, and promoting good governance practices. They act as a bridge between the board of directors, shareholders, and regulatory authorities.
Duties and Responsibilities of a Corporate Secretary in Australia
From maintaining accurate records to providing expert advice on governance matters, the company secretary’s role encompasses a wide range of responsibilities that contribute to effective corporate governance and regulatory compliance.
1. Maintaining Registered Office and Company Records
Corporate secretaries ensure that the company’s registered office is maintained and up to date. They handle the registration of the company and maintain important records such as the company’s constitution, shareholder registers, and other legal documents.
2. Managing Changes to Company Members, Shares, and Office Addresses
Corporate secretaries handle the administrative processes related to changes in company membership, shareholding, and office address. They update the necessary documents and inform relevant authorities, such as ASIC (Australian Securities and Investments Commission), about these changes.
3. Recording and Documenting Meeting Discussions and Minutes
Corporate secretaries are responsible for recording and documenting discussions and decisions made during board meetings and other important company meetings. They prepare accurate minutes that serve as an official record of these meetings.
4. Ensuring Compliance with Policies and Procedures
Corporate secretaries ensure that the company complies with relevant laws, regulations, and corporate governance policies, such as the Corporations Act 2001. They monitor and advise the board on compliance matters, implement appropriate policies and procedures, and oversee the company’s adherence to them.
Additionally, company secretaries are responsible for ensuring compliance with ASX listing rules for companies listed on the stock exchange. They assist with financial reporting and lodgement of documents with the Australian Securities and Investments Commission (ASIC) to ensure transparency and regulatory compliance.
5. Preparing Reports for the Board
Corporate secretaries assist in the preparation of reports that provide important information to the board of directors. These reports may include financial reports, compliance reports, and other relevant documents that support informed decision-making by the board.
Similarities between Corporate Secretary and General Counsel
Companies may choose not to engage corporate secretary services if they already have a general counsel in place to fulfil the role. While they do share similar functions, their responsibilities could be different.
| Corporate Secretary | General Counsel | |
|---|---|---|
| Primary Functions | Administrative Support | Legal Guidance |
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| Job Duties |
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As mentioned earlier, although both positions require a comprehensive understanding of Australia’s corporate governance and legal framework, their primary functions are distinct. Company secretaries primarily handle the administrative needs of the board, whereas general counsels primarily provide legal advice to the company.
The decision to combine both positions depends on factors such as the size, complexity, and resources of your company. While combining the roles can help smaller businesses reduce costs and streamline certain services, it may not be ideal if your business requires specialised expertise and a dedicated focus on legal matters. By keeping the positions separate, your corporate secretary can concentrate on administrative and compliance tasks, while your general counsel can provide legal advice that aligns with your ethical requirements.
When should you consider company secretarial services?
The decision depends on factors such as the size, complexity, and resources of your company. While hiring a person with a combined knowledge and skillset of a company secretary and general counsel can help smaller businesses reduce costs and streamline certain tasks, it may not be ideal if your business requires specialized expertise and a dedicated focus on legal matters. In such cases, you may choose to outsource your corporate secretary needs to concentrate on administrative and compliance tasks, while your general counsel can provide legal advice that aligns with your ethical requirements.
Consider BoardRoom for Company Secretary Services
With decades of experience, BoardRoom has assisted a wide range of companies, from small start-ups to large multinational corporations, in effectively navigating complex regulatory policies and cultural considerations. Our expertise and tools have empowered clients to automate transactional processes, increase productivity, and mitigate risk. If you are interested in learning more about our comprehensive company secretarial services, contact us today.
Contact BoardRoom for more information:
Tom Bloomfield
General Manager, Growth & Partnerships
tom.bloomfield@boardroomlimited.com.au+61 2 9290 9617
