A proprietary company may, but does not have to, have one or more secretary. In some cases, the role of secretary is a paid position. Similar to an employment agreement, an agreement should be drafted between the company and the secretary outlining their responsibilities and remuneration.

In addition to this agreement, the company must decide, through a directors' resolution, to appoint the particular person as secretary. For a template of such a resolution, see Directors' Resolution to Appoint Secretary.

It is important to ensure that any secretary appointment is in accordance with the company's constitution.

The Australian Securities and Investments Commission must be notified of the particulars of the appointment of the secretary within 28 days of their appointment.

What are the benefits of having a Company Secretary Agreement?

• The agreement sets out the roles and responsibilities of the company secretary in a clear and transparent manner, ensuring that all parties understand their obligations and expectations.

• By formalising the secretary’s appointment and outlining their responsibilities, the agreement helps reduce the risk of disputes or misunderstandings between the company and the company secretary.

What does the Company Secretary Agreement cover?

• Term of employment.

• Duties.

• Remuneration.

• Holidays and other leave.

• Restriction on soliciting customers.

Further information:

• What Do Company Secretaries Do?

• Company Director & Company Secretary: What’s The Difference?

• Can a Company Secretary Also Be a Director?