Consent to Act as Secretary

Consent to Act as Secretary Australia

Appointing a company secretary is a key step for any Australian company. This role carries significant legal and administrative responsibilities. The process is formalised through a specific document: the Consent to Act as Secretary form. This document serves as the individual's formal agreement to take on the position, acknowledging the duties involved. Having a properly completed consent form is not only a best practice but often a requirement for corporate records and compliance with the Corporations Act 2001.

This guide provides you with a comprehensive understanding of this consent form, its importance, and how to complete it correctly. We also offer a free, downloadable template to streamline the process for your company.

What is a Consent to Act as Secretary form?

A Consent to Act as Secretary form is a legal document in which an individual formally agrees to be appointed as the secretary of a company registered in Australia. It is a written record of their acceptance of the role and its associated duties and liabilities. This document is typically kept with the company's internal statutory records. It acts as evidence that the appointment was made with the full knowledge and agreement of the appointee.

Who needs to complete this form?

Any individual who is being appointed as the secretary of a company registered in Australia must complete a consent form. This applies to:

• New appointments when a company is first established.
• Appointments to fill a vacancy when a previous secretary resigns or is removed.
• Any change in the company's secretary.

The company's directors are responsible for ensuring this consent is obtained before the appointment is officially made. Both public and proprietary (Pty Ltd) companies must have a secretary. For proprietary companies, a director can also act as the secretary, provided they meet the eligibility criteria.

Key information required for the form

To be effective, the consent form must capture specific, accurate details. Our template is designed to include all necessary fields:

• Appointee Details: Full name, residential address, date of birth, and contact information.
• Company Details: The company's full legal name, Australian Company Number (ACN), and registered office address.
• Declaration of Consent: A clear statement where the appointee confirms they are not disqualified from managing a corporation, understand the responsibilities, and formally consent to the appointment.
• Date and Signature: The date of signing and the signature of the appointee.

How to fill out the Consent to Act as Secretary form

Completing the form is straightforward if you follow these steps:

1. Download the Template: Obtain our free, editable Word or PDF document.
2. Enter Company Information: Fill in the company's official name, ACN, and registered address accurately. This information must match ASIC's records.
3. Enter Appointee Information: Provide the full name, address, and other requested details of the person consenting to be secretary.
4. Review the Declaration: Read the statement of consent carefully. It outlines the key legal acknowledgements being made.
5. Sign and Date: The appointee must sign and date the document.
6. Store Securely: File the completed form with the company's statutory records. This internal document is crucial for compliance and governance.

Legal implications and responsibilities of a company secretary in Australia

By signing the consent form, the individual acknowledges the significant legal duties of the role. The company secretary in Australia has responsibilities under the Corporations Act 2001, which can include:

• Ensuring the company meets its financial reporting and filing obligations with ASIC.
• Maintaining the company's statutory registers (e.g., register of members, directors).
• Facilitating board meetings and preparing minutes.
• Advising directors on their governance duties and compliance matters.
• Ensuring proper disclosure of company information.

Are company secretaries personally liable in Australia? Yes, a secretary can be held personally liable for breaches of certain corporate laws, particularly if they are involved in a contravention by the company. This underscores the importance of understanding the role before consenting. Directors also hold significant responsibilities and liabilities.

When is this consent form typically used?

This form is a standard part of the appointment process. It is used:

• During the initial incorporation of a company when the first secretary is appointed.
• Whenever a new secretary is appointed to replace an outgoing one.
• As part of the company's official internal records to demonstrate compliance with appointment procedures.
• As supporting documentation when notifying ASIC of a change in company officers, though the consent form itself is not lodged with ASIC.

Downloadable template (Word/PDF)

To assist with this important process, we provide a free, professionally drafted template. It is designed to be clear and comprehensive, capturing all necessary details for a valid consent. You can download it in both Microsoft Word (.docx) and PDF formats. The Word document allows for easy editing and filling, while the PDF is ideal for printing and manual completion.

Download your free Consent to Act as Secretary form now!

FAQ section addressing common queries

What are the requirements for a company secretary in Australia? A company secretary must be a natural person (not a company) who is at least 18 years old and ordinarily resides in Australia. For proprietary companies (Pty Ltd), the secretary must not be disqualified from managing corporations. Public companies have similar requirements and may have additional stipulations based on their constitution.

Who qualifies as a company secretary in Australia? Any individual who is not disqualified under the Corporations Act can be appointed. There are no specific formal qualifications mandated by law for all companies, though many companies, especially larger ones, seek individuals with relevant legal, accounting, or governance experience. For Pty Ltd companies, a director can also serve as secretary if they meet the eligibility criteria.

Who has more power, a director or secretary in Australia? Directors hold the ultimate power and responsibility for managing the company. The secretary is an officer with specific administrative and compliance duties. While the secretary's role is crucial for governance, the directors make the key strategic and operational decisions. Both are considered 'officers' of the company with fiduciary duties and responsibilities under the Corporations Act 2001.

How to write a consent form letter?

A consent form letter follows the same principles as the template we provide. It should be addressed to the company's directors, state the individual's full name, the company name, and contain a clear, unambiguous statement consenting to act as secretary. It should also include the date and signature. This letter serves as the internal record of consent.

Is MGT-14 required for appointment of company secretary in Australia?

No, MGT-14 is a form used in India. In Australia, the appointment or resignation of a company secretary (or a change in their details) is typically notified to ASIC using Form 495, Notification of change of details of company secretary, or as part of the company's annual statement. The internal consent form is a separate document for the company's records and is not lodged with ASIC.

Who can be a company secretary in Australia? As mentioned, any eligible individual who is at least 18 years old and ordinarily resides in Australia. For a proprietary company, it can be one of the directors or a separate person. A company itself cannot act as its own secretary.

How much do company secretaries earn in Australia? Remuneration varies widely based on the company's size, industry, the secretary's experience and qualifications, and whether the role is full-time or part-time. It is a matter for agreement between the secretary and the company.