Governance Company Secretary in Australia and New Zealand: Role, Requirements and Options

The company secretary is one of the most misunderstood roles in corporate governance. Despite the word “secretary” in the title, this is not an administrative position. A company secretary in Australia is a statutory officer of the company, recognised under the Corporations Act 2001 (Cth), with legal obligations and personal liability that sit alongside those of directors.

In New Zealand, the role is not referenced in the Companies Act 1993, but it remains central to good governance practice, particularly for NZX-listed companies and larger incorporated societies.

The picture is different for incorporated associations and other not-for-profit organisations (NFPs) in Australia. Associations operating under state and territory Associations Incorporation Acts typically have a “secretary” or “public officer” role defined in their constitution, but this is not the same statutory office as a company secretary under the Corporations Act. The duties tend to be lighter and more administrative, even though in practice the person in the role often performs similar tasks: preparing agendas, taking minutes, managing correspondence, and lodging returns with the relevant regulator.

Where an incorporated association is also an ACNC-registered charity, additional governance obligations apply around record-keeping, accountability to members, and annual reporting. The secretary typically ends up managing these in practice, even though the ACNC’s Governance Standards are directed at “responsible persons” (committee members) rather than the secretary specifically.

NFPs structured as companies limited by guarantee (CLGs) are a different matter. CLGs are classified as public companies under the Corporations Act, which means they are legally required to have at least one company secretary (s 204A). CLGs that are also registered charities must comply with ACNC Governance Standards in addition to their Corporations Act obligations. The principles in this article apply across all of these contexts, though the formality of the role scales with the size and regulatory obligations of the organisation.

Day to day, the company secretary keeps the board running lawfully. They make sure regulatory obligations are met and that the mechanics of decision-making (agenda setting, minute-taking, register maintenance) actually work. Without a capable company secretary, boards are left figuring out compliance requirements, procedural questions, and stakeholder communications on their own.

This article covers the legal framework, practical responsibilities, and engagement models for the company secretary role in Australia and New Zealand, whether you are a director considering your first appointment, a not-for-profit board volunteer wondering what the role involves, or a governance professional weighing up outsourcing options.

What Does a Company Secretary Do in Australia and New Zealand?

The statutory framework

The role of the company secretary is established under Part 2D.4 of the Corporations Act 2001 (Cth), sections 204A through 204G. These provisions set out who must appoint a secretary, the qualifications required, and the mechanics of appointment, removal, and resignation.

Key statutory provisions include:

• Section 204A — Public companies must have at least one company secretary. Proprietary companies may appoint a secretary but are not required to do so. If a proprietary company does not have a secretary, a director assumes the responsibilities that would otherwise fall to the secretary.
• Section 204B — A person must be at least 18 years old to be appointed as a company secretary. A person disqualified from managing corporations under Part 2D.6 may only be appointed with ASIC’s permission or leave of the Court.
• Section 204C — A person must give signed consent to act as secretary before being appointed, and the company must retain that consent. Failure to comply is a strict liability offence.
• Section 204D — A secretary is appointed by the directors of the company.
• Section 204E — The effectiveness of acts done by a secretary is not affected by irregularities in their appointment.
• Section 204F — A secretary holds office on the terms and conditions (including remuneration) that the directors determine. This is a replaceable rule that can be modified by the company’s constitution.
• Section 205A — A company must lodge notice of the appointment, resignation, or cessation of a secretary with ASIC within 28 days.

While the Act provides the framework, it does not exhaustively define the secretary’s day-to-day duties. Those are shaped by the company’s constitution, board expectations, and the practical demands of the organisation.

What the Act does make clear is that the company secretary is an “officer” of the company, which means the general duties under ss 180–184 (care and diligence, good faith, proper use of position and information) apply to them personally. This is not theoretical. In March 2026, the Federal Court found that Paula Martin, the former company secretary and Chief Legal & Risk Officer of The Star Entertainment Group, had personally breached s 180 by failing to bring material money laundering risks to the board’s attention. The seven non-executive directors were exonerated, but Ms Martin was held accountable and faces potential penalties running into the millions.

Ms Martin’s liability was shaped by her combined roles. She was not only the company secretary but also the General Counsel and Chief Legal & Risk Officer, and the court held — following the High Court’s reasoning in Shafron v ASIC — that s 180 applied across all of her roles as a single officer. She could not compartmentalise her duties or argue that her legal advisory role reported to the CEO rather than the board. Her legal training was found to heighten her obligation to identify and escalate risks. A company secretary without the additional legal officer role may not have faced the same findings, but the case still makes clear that the company secretary title alone carries officer status and the personal duties that come with it.

New Zealand: no statutory requirement, but common in practice. The Companies Act 1993 (NZ) does not reference the company secretary role at all. There is no equivalent of Part 2D.4, no mandatory appointment for any company type, and no statutory qualifications framework.

Despite this, many New Zealand companies — particularly those listed on the NZX — appoint a company secretary as a matter of good governance practice. The NZX Corporate Governance Code recommends the role, and NZX-listed issuers must report against the Code on a “comply or explain” basis (similar to the ASX’s “if not, why not” approach).

In practice, the company secretary in NZ performs the same core functions as in Australia: managing filings with the NZ Companies Office (the NZ equivalent of ASIC for company registration and compliance), supporting the board, maintaining registers, and advising on governance matters. The key difference is that these responsibilities arise from the company’s constitution and board expectations rather than from statute.

Core responsibilities

In most Australian and New Zealand organisations, the company secretary’s responsibilities fall into several broad categories.

Regulatory compliance. The company secretary is usually the person making sure the company meets its obligations to the relevant registrar. In Australia, this means lodging annual reviews with the Australian Securities and Investments Commission (ASIC), notifying changes to company details (registered address, officeholders, share structure), maintaining the company register, and watching filing deadlines. For companies that also hold Australian Financial Services Licences or other regulatory approvals, the secretary often coordinates compliance reporting.

In New Zealand, the equivalent filings are made with the NZ Companies Office, including annual returns and changes to the company’s registered details on the New Zealand Business Number (NZBN) register.

Board support and meeting administration. The company secretary works closely with the chair and chief executive to set board agendas, prepare and distribute board packs, record minutes, and track action items. This is where the role has the most day-to-day visibility. A well-prepared company secretary ensures directors have the information they need to make informed decisions and that meetings run efficiently.

A board portal streamlines this entire workflow: the secretary builds the agenda, attaches papers, and publishes the pack through a secure platform that directors access on any device, replacing the email chains and shared drives that create version control headaches. For a detailed breakdown of this function, see our company secretary playbook for effective board meetings.

An important distinction worth understanding: the company secretary is a facilitator, not the decision-maker. That said, “facilitator” should not be confused with “administrator.” A good company secretary is a strategic partner to the chair and CEO, bringing governance discipline to the table while they bring leadership and operational knowledge. The secretary prepares draft agendas, structures board papers, and designs committee workplans, but the content should reflect the priorities and judgement of the board and management.

The agenda ultimately reflects what the chair wants the board to focus on and what the CEO needs to bring forward. Committee workplans need input from the relevant committee chair and from management, because they know where the organisation’s real risks sit.

Even board paper templates are collaborative: the secretary introduces structure so papers are clear and aligned with governance expectations, but management must be comfortable using them and the board must find them useful for decision-making.

Governance documents developed collaboratively are far more effective than those developed in isolation, which quickly become theoretical exercises that no one truly owns. The best governance frameworks tend to emerge when the chair, CEO, and company secretary work together, each bringing a different perspective: leadership, operational knowledge, and governance discipline.

The company secretary can also guide directors toward appropriate training and professional development, helping to identify gaps in the board’s collective skills and curating courses, webinars, or resources that match the organisation’s governance needs. This is particularly valuable on NFP and volunteer boards where directors may not know what development options are available to them.

Governance advisory. Beyond administration, the company secretary advises the board on governance matters including proper meeting procedures, conflicts of interest, director duties, and what regulatory changes actually mean in practice. In many organisations, the secretary is the first person a director calls when they have a procedural question or need guidance on disclosure obligations.

Record-keeping and registers. Australian companies must maintain certain registers, including a register of members, a register of officeholders, and (for proprietary companies that issue options) a register of option holders. The company secretary typically maintains these and keeps them accurate and current. Many organisations also maintain non-statutory registers for conflicts of interest, delegations of authority, contracts, and compliance items. Our guide to board registers covers the types of registers boards should consider.

Stakeholder communication. The company secretary is often the primary contact point between the board and external stakeholders: regulators, auditors, legal advisers, and (in member-based organisations) the membership. They coordinate annual general meetings, manage member communications, and make sure notices and resolutions comply with the Act and the company’s constitution.

The NFP and charity context

For not-for-profit (NFP) organisations and registered charities, the company secretary role carries additional considerations. In Australia, charities registered with the Australian Charities and Not-for-profits Commission (ACNC) must comply with Governance Standard 2, which requires accountability to members. In New Zealand, registered charities report to Charities Services (Te Tari Taiwhenua / Department of Internal Affairs), which imposes different but similarly intentioned governance requirements, including annual reporting and duty-of-care obligations for officers.

In both jurisdictions, the company secretary helps meet these standards by making sure members receive proper notice of meetings, have access to financial reports, and can exercise their rights under the constitution.

NFP boards are often composed of volunteers who may not have deep governance experience. In this context, the company secretary becomes even more important as a source of procedural guidance and institutional continuity. When board members rotate on and off, the company secretary provides the organisational memory that keeps governance consistent. A board portal helps preserve that institutional knowledge. Minutes, policies, registers, and historical papers remain accessible even as board composition changes, reducing the risk of governance gaps during transitions.

The ACNC also requires charities to notify it of changes to responsible persons (the ACNC equivalent of directors and secretaries) within 60 days. The company secretary typically manages these notifications alongside ASIC filings where the charity is also a registered company. In New Zealand, Charities Services requires similar notifications when officers change, and the company secretary (where appointed) typically manages these filings alongside NZ Companies Office obligations.

When Should a Company Appoint a Company Secretary?

The legal requirement

As noted above, public companies registered under the Corporations Act must have at least one company secretary at all times (s 204A(1)). Failure to maintain a secretary is a contravention of the Act, and ASIC has the power to follow up with the company and its directors where no secretary is recorded.

Proprietary companies have no legal obligation to appoint a company secretary. If they choose not to, the responsibilities that would otherwise fall to the secretary are assumed by the directors, typically the sole director or the director nominated for that purpose. That means the director is personally responsible for ASIC filings, register maintenance, and meeting administration.

Companies limited by guarantee — the most common corporate structure for NFPs in Australia — follow the same rules as proprietary companies regarding the secretary. Appointment is optional but strongly recommended, particularly for organisations registered with the ACNC where governance standards require strong accountability processes.

Registered foreign companies operating in Australia under Part 5B.2 of the Corporations Act must appoint a local agent who performs many of the same functions as a company secretary, including responsibility for ASIC filings and maintaining local registers. While not technically a “company secretary” under the Act, the role is functionally equivalent.

Practical triggers for appointment

Even where appointment is not legally mandated, there are clear signals that an organisation has outgrown the “director does everything” model:

Growing regulatory complexity. As a company takes on employees, enters regulated industries, applies for grants, or expands interstate, the volume of compliance obligations increases. A dedicated company secretary ensures nothing falls through the cracks.

Board formalisation. When a board moves from informal decision-making to structured meetings with agendas, papers, and minutes, someone needs to own that process. The company secretary is the natural owner.

Audit and reporting requirements. Companies approaching the thresholds for mandatory audit, or NFPs required to report to the ACNC, benefit from a secretary who understands reporting frameworks and can coordinate with auditors.

External scrutiny. Organisations seeking funding, entering partnerships, or preparing for due diligence will often be asked about their governance arrangements. Having a company secretary signals maturity and rigour.

Director liability concerns. Directors who are personally managing ASIC compliance carry unnecessary risk. A missed filing or an inaccurate register can result in penalties. Appointing a company secretary shifts the operational burden to a dedicated role, though directors retain their overarching duty to ensure the company complies with the Act.

Board size growth. As boards grow beyond three or four members, the logistics of meetings, communications, and document management become significantly more complex. Our guide to ideal board size explores the relationship between board composition and governance effectiveness. A company secretary becomes essential when the board reaches a size where coordination cannot happen informally.

For NFP organisations, a common trigger is the transition from a founding committee to a constituted board. At that point, the organisation typically adopts a formal constitution, registers with ASIC (and possibly the ACNC), and needs someone to manage the governance infrastructure that comes with incorporation.

What Is a Fractional Company Secretary?

What it means

A fractional company secretary is a qualified governance professional who provides company secretarial services to one or more organisations on a part-time or as-needed basis. Unlike a full-time internal hire, a fractional secretary is engaged for a defined scope of work, typically measured in hours per month, meetings per year, or specific projects.

The term “fractional” borrows from the broader trend of fractional executive roles (fractional CFO, fractional CTO) and reflects the reality that many organisations need company secretarial expertise but do not have enough work (or budget) to justify a full-time position.

Engagement models

Fractional company secretaries typically offer one or more of the following engagement structures:

Retainer-based. The secretary is engaged for a set number of hours or days per month, covering board meeting support, ASIC compliance, and ongoing governance advisory. This model suits organisations with regular board meetings (monthly or bi-monthly) and steady compliance needs.

A board portal makes the retainer model particularly efficient: the fractional secretary can manage agendas, distribute papers, and track actions remotely without needing to be physically present between meetings. Monthly retainers vary depending on the complexity of the entity and the scope of work, but are typically a fraction of the cost of a full-time hire.

Project-based. The secretary is engaged for a specific initiative — a constitution review, an AGM, a governance audit, or a board restructure. Fees are scoped to the project, and the engagement ends when the work is complete.

Per-meeting. The secretary attends board meetings (and sometimes committee meetings) to prepare agendas, take minutes, and manage follow-up actions, but is not engaged between meetings for ongoing compliance work. This model is common in smaller NFPs where a volunteer director handles day-to-day ASIC obligations and the fractional secretary focuses on meeting quality.

Hybrid. Many fractional secretaries offer a combination of the above: a light retainer covering compliance monitoring and ASIC filings, with additional fees for meeting attendance and project work.

Who uses fractional company secretaries?

The fractional model is equally common in Australia and New Zealand, and is particularly prevalent among:

• Small and medium-sized enterprises (SMEs) that have outgrown the director-does-everything model but cannot justify a full-time governance hire.
• Not-for-profit organisations with volunteer boards that lack governance expertise and need professional support without the cost of a permanent role.
• Startups approaching growth milestones such as a funding round, board expansion, or regulatory licensing, where temporary governance support is more practical than a permanent appointment.
• Subsidiaries of larger groups where the parent company secretary provides oversight but day-to-day compliance for the subsidiary needs a dedicated resource.
• Organisations between appointments, where an internal company secretary has departed and a fractional secretary can provide continuity while the organisation recruits a replacement.

Qualifications and professional standards

While the Australian Corporations Act does not mandate specific qualifications for company secretaries of proprietary companies — and New Zealand has no statutory requirements at all — the market in both countries has established clear expectations. Common qualifications held by fractional company secretaries across Australasia include:

• Chartered Secretary (CGI) or Graduate Diploma of Applied Corporate Governance from the Governance Institute of Australia (GIA, formerly Chartered Secretaries Australia). This is widely regarded as the benchmark qualification for company secretarial practice in both Australia and New Zealand. GIA’s NZ branch (formerly Governance New Zealand, which merged with GIA) serves NZ-based governance professionals.
• Graduate, Australian Institute of Company Directors (GAICD) — the AICD’s flagship credential, which demonstrates competence in director-level governance. For more on AICD membership levels, see our guide to understanding MAICD and GAICD.
• Chartered Member, Institute of Directors New Zealand (CMInstD) — the IoD NZ’s Chartered Member designation is the NZ equivalent of the GAICD and signals governance competence to NZ boards and stakeholders.
• Legal qualifications — some fractional company secretaries are also solicitors, which can be valuable where the role involves interpreting constitutional provisions or navigating regulatory enforcement.
• CPA or CA — accounting qualifications are common among company secretaries who also manage financial compliance and reporting.

Professional membership of the Governance Institute of Australia (including its NZ branch) or the Institute of Directors New Zealand provides access to continuing professional development, practice guides, and a professional network. For organisations selecting a fractional company secretary in either jurisdiction, membership of these bodies is a useful quality signal.

Why Would a Company Outsource Its Company Secretarial Function?

Outsourcing the company secretarial function — whether to a fractional secretary, a governance consultancy, or a professional services firm — is increasingly common in both Australia and New Zealand. The reasons are mostly about cost and capability, though risk management also plays a part.

For a detailed comparison of the internal, dual-role, and external company secretary models, see our guide to choosing the best company secretary model. This section focuses on the broader strategic case for outsourcing.

Cost

The most obvious driver is cost. A full-time company secretary in Australia commands a salary typically ranging from $120,000 to $250,000 depending on experience and the organisation’s size, before superannuation, leave, and overheads. For a small or mid-sized organisation with monthly board meetings and a handful of committee meetings per year, the volume of work may not justify this expense.

An outsourced company secretary delivering equivalent governance outcomes might cost $3,000 to $7,000 per month for services covering compliance, registers, and meeting support. The savings are particularly significant for NFPs operating on tight budgets, where every dollar redirected from administration to programs matters.

Specialist expertise

Full-time company secretaries in smaller organisations sometimes work in isolation. They may be the only governance professional in the building, with limited exposure to how other organisations handle the same problems.

Fractional and outsourced company secretaries typically work across multiple clients. That cross-pollination means they bring current knowledge of regulatory changes and practical solutions they have seen work elsewhere. They are also more likely to hold specialist qualifications and maintain active professional development through bodies like the Governance Institute of Australia or the Institute of Directors New Zealand.

Independence

The company secretary is expected to provide impartial procedural advice to the board. In practice, this can be difficult when the secretary is also an employee of the organisation, reports to the CEO, and depends on the company for their livelihood. The tension is particularly acute when the secretary needs to advise the board on matters where management’s interests diverge from those of the company.

An external company secretary has structural independence. They are less susceptible to internal politics and can provide candid advice on governance matters without fear of organisational repercussions. This independence is valuable during sensitive situations such as director disputes, whistleblower matters, constitutional interpretation, or regulatory investigations.

Scalability

Organisations’ governance needs are not static. A company preparing for an AGM, a constitution amendment, or a board restructure may need intensive company secretarial support for a period, then revert to a lighter touch. Outsourcing allows the organisation to scale its governance support up or down without the rigidity of a permanent hire.

This flexibility is particularly valuable for growing organisations. A startup that needs a company secretary for its first board meeting does not need the same level of support as a mature company with multiple subsidiaries and committees. An outsourced model can grow with the organisation.

Continuity

When a sole internal company secretary goes on leave, falls ill, or resigns, the organisation’s governance function can grind to a halt. Outsourced providers typically have bench depth, so if one professional is unavailable, another from the same firm can step in. This reduces key-person risk and ensures continuity of board support.

Governance uplift

For organisations that have never had a dedicated company secretary, outsourcing the function often raises governance standards as a side effect. An experienced external secretary will often spot gaps (missing registers, outdated constitutions, informal meeting practices, incomplete ASIC or Companies Office records) and bring them up to standard. This “governance audit by doing” is a practical benefit that goes beyond the ongoing service.

Many fractional company secretaries also provide board induction support, helping new directors understand their obligations under the Act, the organisation’s constitution, and the board’s operating norms. This feeds into director training and development and strengthens the board’s overall governance capability.

Risks and how to manage them

Outsourcing is not without risks. The common ones:

• Loss of institutional knowledge. An external secretary may lack the deep organisational context that a long-serving internal secretary accumulates. Mitigation: thorough onboarding, clear documentation of governance processes, and regular engagement beyond just meeting days.
• Availability and responsiveness. A fractional secretary serving multiple clients may not be available at short notice for urgent matters. Mitigation: service level agreements that specify response times, and a clear escalation path for urgent issues.
• Cultural fit. Every board has its own dynamics, tone, and expectations. An external secretary needs to adapt quickly. Mitigation: trial engagements, reference checks with comparable organisations, and clear expectations during the selection process.
• Data security. Board papers and governance records contain sensitive information. Outsourcing requires trust that the provider will handle this information appropriately. Mitigation: confidentiality agreements, secure document-sharing practices, and due diligence on the provider’s information security arrangements.

Organisations that approach outsourcing thoughtfully — with clear scoping, defined expectations, and proper onboarding — typically find it a practical and cost-effective solution, particularly in the SME and NFP sectors.

How Technology Supports the Company Secretary

The company secretary’s workload is heavily administrative. Compiling board packs, formatting agendas, chasing papers from management, distributing documents, recording minutes, tracking actions, maintaining registers, filing with ASIC. These tasks are repetitive, time-sensitive, and error-prone when done manually.

Board portal software has transformed how company secretaries manage this work. Rather than assembling board packs in Word documents and distributing them by email, the secretary builds the agenda, attaches papers, and publishes the pack through a secure portal that directors access on any device. Minutes are drafted against the agenda structure. Actions are assigned and tracked. Registers are maintained in the same system where minutes are recorded, so a conflict of interest declared during a meeting goes straight into the register without a separate spreadsheet update.

For company secretaries working in SMEs and NFPs across Australia and New Zealand, Our Cat Herder provides these capabilities in a purpose-built board portal. Features like Registers — which include templates for conflicts of interest, compliance, contracts, delegations, and more — mean the company secretary can manage governance records alongside meeting preparation in a single platform. The result is less time on administration and more time on the advisory work that boards actually value.

Technology does not replace the company secretary’s judgement or governance expertise. But it removes the friction that stops good governance from happening consistently. When the mechanics of board administration are handled properly, the company secretary can spend more time on advisory work and less time chasing papers by email.

Getting the Company Secretary Function Right

The company secretary role spans legal compliance, governance oversight, and day-to-day board administration. In Australia, the role carries statutory weight under the Corporations Act; in New Zealand, it is grounded in good governance practice and the expectations of the NZX Corporate Governance Code rather than legislation. In both jurisdictions, the practical importance of the role goes well beyond what is formally prescribed.

If you are evaluating your governance arrangements, three questions matter:

1. Do you have someone who owns this function? Whether through an internal hire, a dual-role director-secretary, or an external fractional appointment, every organisation needs someone responsible for company secretarial work.
2. Is your current model sustainable? Directors who are personally managing ASIC or NZ Companies Office compliance, maintaining registers, and preparing board papers are carrying risk and diverting their attention from the oversight work that boards actually exist to do.
3. Are you getting independent governance advice? The company secretary should be able to advise the board candidly on procedural and compliance matters. If the current arrangement compromises that independence, it is worth exploring alternatives.

References

Corporations Act 2001 (Cth), Part 2D.4 — Secretaries (ss 204A–204G). https://www.legislation.gov.au/Series/C2004A00818

Australian Securities and Investments Commission (ASIC). Company officeholders. https://www.asic.gov.au/for-business/registering-a-company/company-officeholders/

Australian Charities and Not-for-profits Commission (ACNC). Governance Standard 2: Accountability to members. https://www.acnc.gov.au/for-charities/manage-your-charity/governance-hub/governance-standards/governance-standard-2-accountability-members

Governance Institute of Australia (GIA). What is a Company Secretary? https://www.governanceinstitute.com.au/resources/what-is-a-company-secretary/

Australian Institute of Company Directors (AICD). Company Secretary Role and Responsibilities. https://www.aicd.com.au/corporate-governance-sectors/company-secretary.html

Companies Act 1993 (NZ). https://www.legislation.govt.nz/act/public/1993/0105/latest/DLM319570.html

NZ Companies Office. https://www.companiesoffice.govt.nz/

NZX Corporate Governance Code. https://www.nzx.com/regulation/nzx-rules-guidance/corporate-governance-code

Charities Services — Te Tari Taiwhenua (Department of Internal Affairs). https://www.charities.govt.nz/

Institute of Directors New Zealand (IoD NZ). https://www.iod.org.nz/

Justice Connect / NFP Law. (2024). Positions in a company limited by guarantee (CLG). https://content.nfplaw.org.au/wp-content/uploads/2024/03/Positions-in-a-company-limited-by-guarantee.pdf

Additional Resources

Company Secretary Playbook: Effective Board Meetings

How to Choose the Best Company Secretary Model

What is the Ideal Board Size?

Board Registers: A Practical Guide

Understanding MAICD and GAICD

Governance Institute of Australia — Professional Development

Institute of Directors New Zealand — Governance Resources

ASIC — Changes to Company Details

NZ Companies Office — Manage Your Company