Company Officeholders & Directors

Directors are responsible for the management of a company’s business activities. Directors are only appointed in the case of companies (they’re absent from sole trader and partnership structures. 

Some of a director’s duties include:

• to act in good faith in the best interests of the company and for a proper purposeto exercise care and diligence
• to avoid conflicts between the interests of the company and your personal interests
• to prevent the company trading while insolvent (i.e. while it is unable to pay its debts as and when they fall due)
• if the company is being wound up, to:
• report to the liquidator on the affairs of the company
• help the liquidator (e.g. by giving the liquidator the company books and records that you may have in your possession)

Source: ASIC

Normally, yes. Some basic requirements to be eligible to be a director of a company include:

• being at least 18 years of age
• consenting to taking on the role and responsibilities of a director
• not being an undischarged bankrupt

Proprietary (Private) Company

A proprietary company must have at least 1 director. That director must ordinarily reside in Australia. If you’re just starting out and looking to open a Company, a Proprietary company is most likely the suitable structure for you. 

Public Company

A public company must have at least 3 directors (not counting alternate directors). At least 2 directors must ordinarily reside in Australia.

 Source: Corporations Act (2001)

Yes, although it is not mandatory, the Public Officer is often also a Director of the company. 

Yes, a Director can also be a Company Secretary. Bear in mind that:

• Proprietary companies: not required to have a Company Secretary
• Public Companies: required to have at least 1 Company Secretary 

Yes, companies will commonly change or appoint new Directors over time. If this is the case, you will need to notify ASIC of these changes within a month of making the change.

You can go here to find the form and procedure as stipulated by ASIC.  

A Public Officer is the representative and point of contact between the company and the ATO. These obligations fall under Section 252 of the INCOME TAX ASSESSMENT ACT 1936. The public officer is therefore responsible for the company complying with the legislation and are liable for penalties should the company violate these responsibilities.

A company has only one public officer and the requirements are as follows:

• At least 18 years old Resides in Australia
• Capable of understanding the nature of the person’s appointment as a public officer of the company

A public officer does not have to also be a director of the company, though they often are

The company secretary is appointed by the directors to take on the responsibilities of compliance, legal obligations and administrative tasks of the board and the company. Specifically, some of the main duties include:

• Calling meetings between directors and/or shareholders Recording minutes of the meetings
• Keeping statutory record books
• Ensuring payment of dividend and interest payments
• Drafting and execution of agreements, contracts and resolutions

A company secretary does not automatically become an employee, and is not necessarily a director either.

The requirements on Secretaries depends on the company type:

• Proprietary companies: not required to have a Company Secretary
• Public Companies: required to have at least 1 Company Secretary