Law assignment

Topics: Corporation, Secretary, Company secretary Pages: 11 (2301 words) Published: March 7, 2015
Q1)
What is a company secretary? Which companies must have secretary?

A company secretary is appointed by directors has the responsibility to make sure that company’s and directors obey corporate legislation and financial regulations (Business Dictionary n.d.). Company secretary is responsible for all matters of administration that relate to the company and the tasks which are delegate by directors under the Companies Act. For instance, taking the minutes of board meetings and maintaining the company register, completing and lodging ASIC forms (Canberra 2012 pp. 140). Besides, according to s204B, an individual who must at least 18 of age only can be appointed as a secretary of a company. Before taking on the role, he or she needs to sign consent to act as secretary of the company and the company must keep the consent also which mentioned in s204C (Canberra 2012 pp. 252-254).

CLERP changes to the Corporations Law do not have direct effect in relation to the role of the Company Secretary (Snorcha 2005). It allows proprietary companies not necessary to have a company secretary as a director can also act as a secretary. However, if it does have company secretary, at least one of the secretaries must be an Australian resident which stated on s201A (1). On the other hands, according to the s204A (2), public companies must have at least one secretary who must ordinary reside in Australian or must be an Australian resident (Canberra 2012 pp. 252-254).

Q2)
What is the status of a secretary in a company, what role do they fulfill within a company. What laws apply to that role? Comapnys secretary is an officer which is under Section 9 of the Corporations act 2001 defined the term of “officer”. In s9A, a person who is director or secretary of the company is considered as an officer. In s9B (1), it stated that a person who is decision marker that can affect the whole or substantial part of the business of the company is an officer. Besides, in s9B (2), the person who has the ability to affect the company important financial standing is also can be recognized as an officer. In s9B (3) mentioned that the role who is accordance with the instruction of the directors is accustomed to act is also known as an officer. Besides, company secretary is also a chief administrator who assists the management within the company, as well as planning and general running of the company. Moreover, s128 and s129 is defined officer is an agent. It can be said that secretary can be considered as an agent also (Canberra 2012 pp. 24-84).

The roles apply to the secretary are set out in s180-s183. Company secretary personally liable for s180 is about the civil obligation that a director or other officer of a company would exercise their powers and their duties with the degree of care and diligence. For s180 (1), it stated that a director or officers in the company’s circumstances who has the responsibilities within the company must apply their power and duties with the same level of care and diligence that a reasonable role should has to do. s180 (2) refers to a business judgment by a director or other officers who make judgment on business to meet the requirements of s180 (1) as well as the equivalent duties at common law. s181 (1) mentioned that, the role of a director or an officer must act in good faith for a proper purpose and do not have any personal interest. Besides, s182 refers to a director, others officer and employees must not miss use their position to gain benefit for themselves or others else which make loss or detriment to the company. For s183, director, other officer and employees of a company must not miss use the information to gain benefit for themselves and cause the company loss and detriment (David Parker 2012).

Q3)
Are there any liabilities attached to being a company secretary within a company?

The liabilities attached to being a company secretary within a company that has been set out in section 188. If any...

Bibliography: 3. Canberra, 2012, ‘Chapter 1 Introductory Part 1.2 Interpretation Division 1 General’ Journal on Corporations Act 2001, vol.1, no.50, pp. 24-84.
4. Canberra, 2012, ‘Chapter 1 Introductory Part 1.5 Small business guide’ Journal on Corporations Act 2001, vol.1, no.50, pp. 140.
5. Canberra, 2012, ‘Chapter 2B Basic features of a company Part 2B.2 Assumptions people dealing with companies are entitled to make’ Journal on Corporations Act 2001, vol.1, no.50, pp. 163-165.
6. Canberra, 2012, ‘Chapter 2D Officers and employees Part 2D.1 Duties and powers’ Journal on Corporations Act 2001, vol.1, no.50, pp. 215.
7. Canberra, 2012, ‘Chapter 2D Officers and employees Part 2D.4 Appointed of secretaries’ Journal on Corporations Act 2001, vol.1, no.50, pp. 252-254.
15. Snorcha, 2005, Who needs a company Secretary, vied on 17 April 2014, .
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