Consent to Act as Secretary

This Consent to Act as Secretary is for use before a person is appointed as a secretary of a company.

Under section 204C of the Corporations Act 2001 (Commonwealth) a company is required to obtain a signed consent to act as secretary from the secretary, before he or she is appointed. This document is designed to help companies meet their obligations in relation to this. This document also allows the company to obtain vital personal details from the secretary.

A person must meet certain criteria in order to be eligible for the role of secretary. In particular, the secretary must:

• be at least 18 years old; and
• consent to taking on the role and responsibilities of secretary.

In addition, certain people (such as undischarged bankrupts) are ineligible for the role of secretary. Further information on the rules for company officeholders (which includes both directors and secretaries) is available from the Australian Securities and Investments Commission.

Once appointed, the secretary also incurs some important legal responsibilities. Further information about a secretary's duties is available in the Corporations Act 2001 (Commonwealth) and from the Australian Securities and Investments Commission.

How to use this document

As noted above, the company is required to obtain a signed consent to act as secretary from the secretary before he or she is appointed.

If the company has already been established, then the first thing to do is to check the company's constitution and Shareholders Agreement (if applicable) to determine how a new secretary may be appointed. It is important that the company follow any applicable procedures.

The prospective secretary will need to make sure he or she understands the legal duties that are involved with the role, and to make sure that he or she is willing to accept these duties.

Once the prospective secretary has signed this document, the company may provide a copy of it to the secretary, and is required under section 204C of the Corporations Act 2001 (Commonwealth) to keep the consent with the company's records.

The company is required to notify the Australian Securities and Investments Commission of the appointment of a new officeholder (which includes both directors and secretaries).

Applicable law

Company matters are generally dealt with under the Corporations Act 2001 (Commonwealth).

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