How Do I Go About Appointing or Removing Officers From a Registered Company?

The appointment and removal of company officers is covered by Part 2D of the Corporations Act 2001. Here is a brief overview of the process involved in appointing and removing company officers.

Let’s start by exploring what a company officer is. Officers are usually appointed by the company’s board of directors and are given power by the board to run different aspects of the business. Officers usually include the president, secretary and treasurer. Modern companies also have officers with titles such as chief executive officer, chief financial officer etc. officers are generally appointed and removed at the discretion of the company’s directors. Directors may also serve as officers and officers can also be employees of the organisation.

To appoint officers to a newly-registered Australian company, the directors will, subject to the company’s constitution, need to pass a resolution. Officers (and directors) need to give their written consent in order to take up their positions within the company. A copy of the office holder’s written consent must be kept by the company and ASIC must be informed of the appointment.

Once the company is established, additional directors or an additional secretary can be appointed (again subject to the company’s constitution and other binding rules and agreements) by a directors’ resolution or a members’ resolution. The person must give their written consent, a copy of which needs to be kept by the company and ASIC needs to be informed of the appointment.

If an office holder wishes to resign from their position (or is removed), ASIC Forms 370 and 484 must be lodged with ASIC, by the person(s) resigning and by the company. In general terms, an officer is removed from their position by a members’ resolution.

An ASIC Form 484 (Change of Company Details) must contain:

• For an appointment – the full name, residential address, date of birth, place of birth and date of appointment; and
• For a resignation or removal – the name of person who has resigned or been removed, the position resigned from or from which the person has been removed and the date of  resignation or removal.

The form must be lodged within 28 days of the change of officers. A lodgement fee will not be payable unless the 28-day timeframe is not adhered to. In which case, late fees will be charged.

A retiring or resigned officer must lodge an ASIC Form 370: Notification by officeholder of resignation or retirement. The form must be accompanied by a copy of the letter of resignation and the form must contain:

(a) Company details;

(b) Officeholder details; and

(c) Resignation or retirement details.

 

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