What a company secretary does: the role explained
The company secretary is the officer who keeps the company administrative and statutory machinery running. The role is part record keeper, part adviser to the board, and part point of contact with the regulator. A public company must have at least one company secretary, while a proprietary company is not required to have one but often does. Either way, the secretary is an officer of the company and carries the duties that go with that.
The statutory side of the role
Several of the secretary core tasks come straight from the Corporations Act. The secretary keeps the company registers current, including the register of members and the register of directors. The secretary notifies ASIC of changes to director and secretary details under section 205B, generally using Form 484 within the period set by the Act. The secretary helps ensure the company maintains a registered office under section 142 and that company details lodged with ASIC stay correct, including at the annual review. These tasks are deadline driven, and missing them can attract consequences for the company.
Meetings and minutes
The secretary is usually at the centre of the meeting cycle. That means drafting the agenda with the chair, assembling and distributing the board pack, giving notice of meetings, recording the minutes, and keeping the minute book. Section 251A requires minutes to be recorded within one month and signed by the chair, and the secretary is typically the person who makes that happen. The secretary also maintains the register of interests, recording disclosures under sections 191 and 192 so conflicts can be managed at each meeting.
Supporting the board
Beyond the statutory tasks, the secretary supports good decision making. That includes making sure papers are circulated with enough notice, that the right people are at the meeting, that conflicts are surfaced and managed under the correct rule for the entity type, and that resolutions are worded clearly and recorded properly. A good secretary helps the board focus on decisions rather than process, and gives directors confidence that the formalities are handled.
Officer duties
Because the secretary is an officer of the company, the general duties that apply to officers apply to the secretary, including acting with care and diligence and in good faith in the best interests of the company. The secretary is not expected to make the board decisions, but is expected to run the administrative and statutory side of the company competently.
Common pitfalls
The most common problems are late ASIC notifications, registers that drift out of date, minutes recorded long after the meeting, and conflicts that are disclosed but not properly managed or recorded. Each of these is avoidable with a routine that tracks deadlines and keeps the records current rather than catching up once a year.
How Quorum helps
Quorum gives the company secretary one place for the meeting cycle and the statutory records. It builds agendas and notices, records minutes within the section 251A window so you never miss it, keeps the registers of members, directors, and interests current, and tracks ASIC notification and annual review deadlines. This helps you comply with your obligations and enhances governance. The company and its officers remain responsible for compliance.
Part of the Cohiva platform
Quorum is part of the Cohiva platform. Learn more at [www.cohiva.com](https://www.cohiva.com). For documents that need signing, [Cohiva Sign](https://www.cohiva.com) provides e-signatures on board resolutions.