Corporations Act 2001

A secretary of a company contravenes this subsection if the company contravenes any of the following provisions (each of which is a corporate responsibility provision):

section 142 (registered office);

section 145 (public company’s registered office to be open to public);

section 146 (change of principal place of business);

section 178A (change to proprietary company’s member register);

section 178C (change to proprietary company’s share structure);

subsection 203AA(6) (notification of resignation day);

section 205B (lodgement of notices with ASIC);

section 254X (issue of shares);

section 319 (lodgement of annual reports with ASIC);

section 320 (lodgement of half‑year reports with ASIC);

section 346C (response to extract of particulars);

section 348D (response to return of particulars);

section 349A (change to proprietary company’s ultimate holding company).

See section 204A for the circumstances in which a company must have a secretary.

This subsection is a civil penalty provision (see section 1317E).

This subsection has an extended operation in relation to the secretary of a corporate director of a CCIV: see sections 1225A and 1225B.

Each director of a proprietary company contravenes this subsection if:

the proprietary company contravenes a corporate responsibility provision; and

the proprietary company does not have a secretary when it contravenes that provision.

See section 204A for the circumstances in which a company must have a secretary.

This subsection is a civil penalty provision (see section 1317E).

A person does not contravene subsection (1) or (2) in relation to a company’s contravention of a corporate responsibility provision if the person shows that he or she took reasonable steps to ensure that the company complied with the provision.