A company’s ‘officers’ are its directors and secretary. The process for appointing and removing officers is set out in the company’s constitution or via the Replaceable Rules within the Corporations Act. Here’s an overview of what’s involved.
Directors and secretaries can be appointed by a directors’ or members’ resolution, in accordance with the company’s constitution or the Replaceable Rules. According to Sec 201G of the Corporations Act, which is the Replaceable Rule in relation to the appointment of directors, “A company may appoint a person as director by resolution passed in a general meeting”.
Directors may also appoint other directors or alternate directors, for example, to make up a quorum for a directors’ meeting.
When initially appointing directors and/or a secretary to a proprietary company, the person to be appointed to either of those positions must give their consent in writing to the appointment. The company must keep the consent and notify ASIC of the appointment.
The same person may act as both a director and a secretary of a company.
When ASIC is notified of the appointment of an officer, whether a director or secretary, the following information needs to be forwarded to the regulator: the person’s full name, date of birth, residential address, place of birth and date of appointment to the role of director and/or secretary.
It is important that anyone consenting to take on the role of director or secretary, fully understands their responsibilities in relation to that role.
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