Commonwealth Consolidated Acts

CORPORATIONS ACT 2001 - SECT 188

Responsibility of company secretaries

  (1)   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 ):

  (a)   section   142 (registered office);

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

  (c)   section   146 (change of principal place of business);

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

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

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

  (f)   section   205B (lodgement of notices with ASIC);

  (g)   section   254X (issue of shares);

  (h)   section   319 (lodgement of annual reports with ASIC);

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

  (j)   section   346C (response to extract of particulars);

  (k)   section   348D (response to return of particulars);

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

Note 1:   See section   204A for the circumstances in which a company must have a secretary.

Note 2:   This subsection is a civil penalty provision (see section   1317E).

Note 3:   This subsection has an extended operation in relation to the secretary of a corporate director of a CCIV: see sections   1225A and 1225B.

Responsibility of directors of proprietary companies

  (2)   Each director of a proprietary company contravenes this subsection if:

  (a)   the proprietary company contravenes a corporate responsibility provision; and

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

Note 1:   See section   204A for the circumstances in which a company must have a secretary.

Note 2:   This subsection is a civil penalty provision (see section   1317E).

Defence of reasonable steps

  (3)   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.