Company officeholders (directors and secretaries)
Key points:
- A company’s officeholder is legally responsible for making sure it complies with the law.
- A proprietary company (the most common type of company) must have at least one director. Having a secretary is optional.
- Officeholders have legal obligations on behalf of the company.
Roles of officeholders
The term 'company officeholder' refers to 2 roles: director and secretary.
Director
A company’s directors make major decisions on the company’s behalf. They are legally responsible for making sure the company complies with the law. Their role includes:
- making sure the company can pay its debts on time
- ensuring the company keeps proper financial records.
All proprietary companies must have at least one director. All public companies must have at least 3 directors (not counting alternate directors), and at least 2 directors must normally live in Australia.
Secretary
A company’s secretary generally does not make major decisions but has an important role in ensuring the company complies with obligations. This includes:
- lodging notices and reports with ASIC
- taking minutes of meetings
- keeping accurate records.
Proprietary companies do not need to have a secretary. Public companies must have at least one secretary who normally lives in Australia.
The secretary can also be a director.
Obligations of officeholders
Officeholders have obligations under the Corporations Act 2001. They must act in good faith, with care and diligence, and in the best interests of the company.
As an officeholder, some of your obligations are:
- understanding what your company is doing
- completing an annual review
- telling us within 28 days when company details change.
Who can be an officeholder
Officeholders must be at least 18 years old.
For an Australian proprietary company, at least one director must live in Australia. If the company has a secretary, they must live in Australia.
Directors must apply for a director ID before they are appointed.
Consenting to be an officeholder
A company must obtain and keep your written and signed consent before you become a company director or secretary. Find out what to do if you did not give consent to be a company officeholder.
Disqualified people
Bankrupt or insolvent
You cannot be a company officeholder if you are currently bankrupt or covered by a personal insolvency agreement under the Bankruptcy Act 1966. See more:
Information sheet 14: Bankruptcy and personal insolvency agreements (INFO 14).
Convicted of an offence
You cannot be a company officeholder if you have recently been convicted of certain types of offence. These include:
- fraud or other offences involving dishonesty
- breaking your obligations as a previous company officeholder, and
- offences that involve acting against the interests of a company.
If you have been convicted of one of these offences, you cannot be an officeholder until 5 years after the day of your conviction. If you were imprisoned, you cannot be an officeholder until 5 years after the day of your release from prison.
Next steps
If you are or plan to be an officeholder of a company, you should learn about your legal obligations in full:
Obligations of company officeholders
If you are or plan to be a director of a company, you must apply for a director ID:
Director identification number: Australian Business Registry Services
Companies must notify ASIC of:
- changes to company details
- changes to officeholder details
- changes to company shares and beneficial ownership.
You must tell us about most changes within 28 days.