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The Role & Duties of a Company Secretary

The Role & Duties of a Company Secretary

Published Date: Aug 21, 2019

Category: News and Events

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Who can be the Company Secretary ?

Section 129 of the Companies Act states that all companies must appoint a company secretary.

Where a company has two directors the company secretary can be either of these people although if the company is a single director company, the company
secretary must be a different person.

Section 131 Companies Act further states that the company secretary must be at least 18 years old and that any appointment of a minor as company secretary would
be voided.

Body Corporates (ie; Companies) can also act as company secretary
if the directors wish.

Duties & Responsibilities

The directors have a duty to ensure the person / company appointed as company secretary
has the necessary skills and resources to carry out the role.

On appointment Company Secretaries are required to sign a declaration acknowledging their legal duties and responsibilities.

Previously the company secretary, along with the company directors, were responsible
for ensuring the company complied with the companies acts although this was removed
on the most recent updates due to the fact that the directors are primarily responsible for the company's affairs

The Companies Act does not expressly state the full duties of a secretary although the
Directors are likely to delegate specific responsibilites to the company secretary

Their duties and responsilibilities generally include :

  • Filing and Signing of the annual return
  • Updating the CRO with any changes to the company details, directors, shares etc
  • Duty to disclose their details ( name, address, interests in shares etc)
  • Duty to exercise due care, skill and dilligence
  • Maintaining the company statutory registers (members, directors, minutes of meetings etc)
  • Convening of meetings and taking minutes of the same
  • Providing the directors with legal and administrative support