When you’re building a startup or growing an SME, it’s easy to focus on the exciting parts - customers, revenue, hiring, product development, raising capital.
But behind every well-run company is something less glamorous and absolutely critical: strong company secretarial practices.
“Company secretarial” is essentially the day-to-day (and year-to-year) governance and compliance work that helps keep your company legally healthy. It’s how you prove what the company has decided, who owns it, who controls it, and whether you’re meeting your obligations under Australian law.
If you get this right early, you’ll save yourself time, stress and costly fixes later - especially if you bring on investors, apply for finance, sell the business, or have a dispute with a shareholder or director.
Below, we’ll walk you through what company secretarial actually covers, what registers and records you need, the compliance “must-dos” for Australian companies, and best practices we recommend for startups and SMEs.
What Does “Company Secretarial” Mean In Australia?
In Australia, “company secretarial” usually refers to the governance and administrative obligations a company must meet under the Corporations Act 2001 (Cth) and related rules.
Even if you don’t have a formal “company secretary” appointed (many small proprietary companies don’t), your company still needs to keep proper records and meet certain compliance requirements.
Think of company secretarial as the system that answers questions like:
- Who are the directors right now (and when were they appointed)?
- Who owns the shares (and how many shares does each person own)?
- What decisions has the company made, and when?
- What rules does the company operate under?
- Are we up to date with ASIC?
This work becomes especially important when:
- you have multiple founders or shareholders;
- you’re issuing new shares or options;
- you’re taking on debt or entering major contracts;
- you’re raising capital (seed, Series A and beyond);
- you’re selling the company (or buying another business); or
- you’re dealing with a dispute, insolvency risk, or a director resignation.
In other words: if your company secretarial records are messy, it tends to show up at the worst possible time.
Which Companies Need Company Secretarial Compliance?
If you operate through a registered company in Australia (most commonly a proprietary limited company - “Pty Ltd”), you have company secretarial obligations.
It doesn’t matter whether you’re:
- a 2-founder startup running lean;
- an ecommerce brand;
- a consultancy that incorporated for limited liability; or
- an established SME with a leadership team.
Once you’re a company, you’re a separate legal entity. That separation is one of the biggest benefits (it can help protect your personal assets), but it also comes with ongoing compliance obligations.
If you’re not sure whether you should be operating as a company or another structure, it can help to step back and look at your growth plans, risk profile, and ownership structure. For many businesses, forming a company early is a good move - but you’ll want the governance foundations set properly from day one.
The Core Company Registers You Need To Maintain
When people talk about “the registers” in a company, they mean specific records that Australian companies are expected to keep up to date. These aren’t just nice-to-have documents - they’re often legally required, and they’re regularly requested in due diligence.
Here are the key registers and records you should understand.
1) Register Of Members (Share Register)
Your register of members (often called your share register) records who the shareholders are, how many shares they hold, and key details about those shares.
This matters because shareholders ultimately own the company - and the share register is your evidence of ownership.
A good share register usually tracks:
- shareholder names and addresses;
- number and class of shares held (e.g. ordinary shares);
- the date shares were issued or transferred;
- amount paid on shares (if applicable); and
- any share certificate references (if you issue certificates).
If you have co-founders, investors, or you plan to bring in either of those soon, a clear share register should be treated as non-negotiable.
It also pairs naturally with a Shareholders Agreement, which sets the “rules of the relationship” between shareholders (like decision-making, share transfers, exits and deadlocks).
2) Register Of Directors And Officers
This register records who your directors are (and any appointed officers such as a company secretary, if applicable), along with key appointment and resignation dates.
Why does it matter?
- Directors are responsible for managing the company.
- Directors have legal duties (including duties to act with care and diligence, and in the best interests of the company).
- Many contracts require confirmation of who can sign for the company.
If your records don’t match reality (for example, someone “left” but is still listed as a director, or a director was appointed but never properly recorded), that can create avoidable risk.
3) Minutes Books (Directors’ And Members’ Resolutions)
This is a big one in company secretarial practice.
Your company should keep records of key decisions made by:
- directors (board minutes or written directors’ resolutions); and
- members/shareholders (members’ resolutions, especially for major decisions).
In startups and small companies, it’s very common to make decisions informally - over Slack, in a WhatsApp chat, or at a café. That might work operationally, but it’s risky if those decisions aren’t properly documented.
Well-prepared resolutions help you prove what the company decided, when it decided it, and who approved it. This becomes extremely valuable if:
- a shareholder dispute arises;
- a director’s decision is questioned;
- an investor asks for confirmation of approvals;
- a bank requests evidence for a facility; or
- ASIC compliance questions come up.
If you’re setting up your company governance framework (or cleaning it up), a solid Directors Resolution Template is a practical tool to keep things consistent.
4) Company Constitution (Or Replaceable Rules)
Every company needs to have a set of internal rules. In Australia, this is usually either:
- a formal company constitution; or
- ASIC’s “replaceable rules” (a default set of rules under the Corporations Act).
For many startups and SMEs - especially with multiple shareholders - relying only on replaceable rules can be limiting. A tailored constitution can help align the company’s internal rules with how you actually operate (including share issues, meetings, and governance processes).
This is where a properly drafted Company Constitution can make a meaningful difference, particularly if you expect growth, investment, or complex ownership arrangements.
5) Security Interests And PPSR Records (Where Relevant)
If your company grants security over its assets (for example, under a general security arrangement), it’s important to keep clear internal records of what’s been granted and what registrations have been made.
In Australia, security interests are commonly registered on the PPSR (Personal Property Securities Register). From a company secretarial perspective, you’ll usually want a simple internal security register (or file note system) showing:
- what security the company has granted;
- to whom;
- under which agreement; and
- whether it has been registered properly (for example, on the PPSR, where required).
This can become critical when changing financiers, selling assets, or preparing for investment due diligence.
If you’re dealing with a secured transaction, you’ll often see a general security agreement underpinning the security being granted.
ASIC And Ongoing Compliance: What You Need To Stay On Top Of
Good company secretarial practice is not just about keeping internal registers - it’s also about meeting your external compliance obligations, particularly with ASIC.
Here are common ongoing requirements that Australian startups and SMEs should keep on their radar.
Annual Review And ASIC Company Statement
Each year, ASIC issues an annual company statement and an invoice for the annual review fee.
At a minimum, you should:
- review your company details for accuracy (addresses, directors, share structure);
- pass a solvency resolution within the required timeframe (if applicable); and
- pay the ASIC annual review fee by the due date.
Even if your company hasn’t “done much” that year, missing annual review obligations can lead to late fees and compliance problems that snowball over time.
Notifying ASIC Of Changes
When certain details change, you often need to notify ASIC within a specific timeframe. Common examples include:
- appointing or resigning a director (often within 28 days);
- changing a company address (often within 28 days);
- issuing shares (often within 28 days);
- changing shareholdings due to share transfers; and
- appointing a company secretary (if you have one).
From a practical perspective, we often see businesses make the commercial change (e.g. a director leaves) but forget the legal admin side. That’s where company secretarial systems really pay off.
Record-Keeping (Including Financial Records)
Your company must keep certain records for prescribed periods. That includes company secretarial records (minutes, resolutions, registers) and financial records.
As a general guide, minutes and resolutions are typically kept for at least 10 years, while financial records are generally kept for at least 7 years.
While your accountant might manage many of the finance records, your governance documents are still your responsibility as a company. A clean record-keeping approach is also one of the easiest ways to show that your company is being properly run.
Best Practice Company Secretarial Systems For Startups And SMEs
Company secretarial doesn’t have to be complicated, but it does need to be consistent.
Here are practical best practices that work well for growing Australian companies.
1) Treat Governance Like A Growth Asset, Not A Chore
Strong governance makes growth easier.
It helps you onboard investors faster, negotiate finance more smoothly, and reduce friction between founders because expectations and decisions are properly documented.
If you ever plan to raise capital, governance is part of being “investment ready”. A messy cap table or missing resolutions can delay or derail a deal.
2) Keep One “Source Of Truth” For Company Records
Decide where your company’s official records live and stick to it. This might be:
- a secure cloud folder with restricted access;
- a governance platform;
- a physical minute book (less common for startups, but still used); or
- a combination (e.g. signed originals + scanned copies).
What matters most is that it’s organised and accessible when you need it - not scattered across inboxes and personal laptops.
3) Document Key Decisions As They Happen
One of the most common traps we see is “we’ll do the paperwork later.”
Later often becomes:
- when an investor asks for evidence of approvals;
- when the co-founder relationship deteriorates; or
- when a buyer is doing due diligence and you’re trying to reconstruct years of history.
A simple habit: whenever you make a major decision, ask “does this need a directors’ resolution or members’ resolution?” If yes, document it now while it’s fresh.
4) Align Your Legal Documents With How You Actually Operate
Your company secretarial records shouldn’t exist in isolation. They should match your commercial reality.
For example:
- If you have multiple founders, governance documents like your constitution and shareholders agreement should reflect decision-making rights and share transfer rules.
- If you hire staff, your onboarding documents should be consistent and legally compliant, supported by a tailored Employment Contract.
- If you collect customer data online, your compliance framework should include a clear Privacy Policy that matches what your business actually does with data.
This is where good company secretarial practice overlaps with good operational practice - it’s about building a business that’s legally solid and easy to manage.
5) Schedule A Regular “Company Health Check”
Startups move fast, and your company records can fall behind without you noticing.
We recommend a quarterly or biannual “company health check” where you review:
- ASIC details (addresses, officeholders, share structure);
- share register accuracy;
- any new share issues, transfers, options, or convertible instruments;
- major contracts signed and who approved them;
- whether minutes/resolutions are up to date; and
- whether your constitution and shareholder arrangements still fit the business.
This is also a good time to tidy up anything that is “almost done” before it becomes “a big problem later”.
Common Company Secretarial Mistakes (And How To Avoid Them)
Most company secretarial issues don’t happen because business owners don’t care. They happen because you’re busy, your company is evolving, and admin falls to the bottom of the list.
Here are common mistakes we see - and what you can do instead.
Not Updating The Share Register After Changes
It’s surprisingly common for companies to agree to a share transfer or issue new shares, but never properly update the share register or pass the right resolutions.
Better approach: treat any share movement like a formal project. Confirm approvals, update the register, issue share certificates if used, and ensure ASIC notifications are made where required.
Relying On Handshake Deals Between Founders
Early-stage startups often start with good intentions and trust (which is great), but as soon as money, workload, equity or control becomes a tension point, “we agreed verbally” usually isn’t enough.
Better approach: set expectations early with documents that match the reality of your arrangement - particularly around equity, roles, decision-making, and exits.
Missing Or Backdating Resolutions
When a company realises it needs a resolution for something that already happened, the temptation is to “just backdate it.” That can create serious governance issues.
Better approach: document decisions promptly and keep a clean audit trail. If something was missed historically, it’s usually better to document it properly with legal guidance rather than guessing or backdating.
Assuming Compliance Doesn’t Matter Until You’re Bigger
Many businesses wait until they’re raising capital or selling to “get everything in order.” That’s often when it becomes expensive and stressful.
Better approach: build a baseline company secretarial system early, then maintain it as you go. You don’t need to over-engineer it - you just need it to be accurate and consistent.
Key Takeaways
- Company secretarial is the governance and compliance work that keeps your company legally healthy, including registers, minutes, and ASIC obligations.
- Strong company secretarial practices make it easier to raise capital, apply for finance, manage founders, and handle disputes or due diligence.
- Core registers typically include your share register, director/officer register, minutes and resolutions, and your company’s internal rules (constitution or replaceable rules).
- ASIC compliance (annual reviews and updates when details change) is an ongoing requirement, even for small proprietary companies.
- Best practice is to keep one organised source of truth for records, document key decisions as they happen, and run regular “company health checks”.
- Getting governance right early can prevent costly clean-ups later - especially when your business starts scaling quickly.
If you’d like help setting up or cleaning up your company secretarial records (including registers, resolutions, and governance documents), you can reach us at 1800 730 617 or team@sprintlaw.com.au for a free, no-obligations chat.
