If you run (or are thinking about setting up) an Australian company, you’ve probably come across the question: is a company secretary a director?
It’s a common point of confusion for small business owners, especially because company roles can overlap in practice. In many small companies, the same person might be both a director and a secretary (sometimes referred to as a “director secretary” or “director and secretary”). But legally, these are distinct roles - and mixing them up can create real compliance and risk issues.
In this guide, we’ll walk you through the difference between a company secretary and a director, what each role is responsible for, when the same person can hold both positions, and what this means for your company’s legal obligations and personal risk.
So, Is a Company Secretary a Director In Australia?
In most cases, no - a company secretary is not automatically a director.
A company secretary is a separate company officeholder role. A director is the person (or people) responsible for managing the company and making decisions for it. While both roles are recognised under Australian company law, they are different positions with different duties.
That said, the same person can be both a company secretary and a director (as long as the company has at least one director). This is very common in small businesses, particularly proprietary (Pty Ltd) companies, where one founder might take on multiple hats.
Why The Confusion Happens
Small businesses often keep governance “lean”, which is practical - but it can blur role boundaries. Here are a few reasons the question comes up so often:
- Overlapping tasks: both roles can be involved in compliance, reporting and record-keeping.
- Same person, two titles: one person may be appointed as both director and secretary, so it feels like one role.
- Different rules for different company types: not every company must appoint a secretary, but every company must have at least one director.
The takeaway: the roles can overlap in people, but they are not the same role in law.
What Does a Company Secretary Do?
A company secretary generally supports the company’s governance and compliance. Think of the role as helping the company meet its administrative obligations and maintain proper company records.
In Australia, a company secretary’s exact responsibilities can vary depending on your company’s structure, what’s written in your governing documents, and how you operate day-to-day.
Common Company Secretary Responsibilities
In practical terms, a company secretary may be responsible for tasks like:
- maintaining company registers (such as the register of members/shareholders);
- ensuring ASIC details are kept up to date (for example, changes to officeholders or addresses);
- helping prepare notices, minutes and company documents;
- supporting directors with compliance tasks and meeting processes;
- overseeing internal record-keeping (such as storing resolutions and governance documents).
Many companies also set these expectations out in a Company Constitution, so everyone is clear on how decisions are made, who does what, and how documents are handled.
Do You Have To Appoint a Company Secretary?
It depends on the type of company.
For many small proprietary companies, appointing a secretary is optional. Some companies choose to appoint one anyway because it helps create clearer accountability for administration and compliance.
However, public companies must generally have at least one company secretary under Australian law, and listed or larger organisations commonly rely on the secretary role as part of meeting higher governance and reporting expectations.
What Does a Director Do (And Why It’s Different)?
Directors are responsible for managing the company’s business. In a small business context, this usually means the director is the person making the big decisions - finances, strategy, contracts, hiring, growth, and risk management.
A key legal point is that directors have serious duties under Australian law. These duties apply even if you’re running a small company, even if you’re unpaid, and even if you’re “just helping out”.
Directors Are Decision-Makers (Not Just Administrators)
While a company secretary is often focused on governance processes, directors are focused on running the company itself.
That includes things like:
- approving major contracts and commitments;
- deciding how the business will operate and grow;
- ensuring the company meets its legal obligations (including employment, tax, and consumer law);
- monitoring the company’s solvency (whether it can pay its debts);
- managing conflicts of interest and acting in the company’s best interests.
If you’re also trying to understand how ownership fits into this, it can help to compare a director role with a shareholder role (they’re often the same person in small businesses, but not always). The distinction is explained further in director vs shareholder.
Directors Can Be Personally Exposed To Liability
One of the biggest “risk” differences is that directors can face personal liability in certain situations - even though a company is a separate legal entity.
For example, directors can face exposure if the company trades while insolvent, or if there are breaches of director duties. This is one reason it’s important not to treat “director” as just a title you add for convenience.
Can One Person Be Both Director And Company Secretary?
Yes. In Australia, one person can be appointed as both a director and a company secretary, and in small businesses this is extremely common.
However, it’s still important to understand that you’re wearing two different legal “hats”. When you sign documents or take actions, you should be clear about which capacity you’re acting in - especially for corporate records and external dealings.
Why Small Businesses Often Combine The Roles
If you’re running a lean team, combining roles can:
- reduce admin overhead;
- make it easier to keep ASIC records and company documents organised;
- help with accountability (one person “owns” the governance tasks).
But the trade-off is that the person in both roles needs to understand the compliance burden and what must be done on time.
How You Appoint (Or Remove) A Secretary Or Director
Appointments and changes generally need to be properly documented, and in many cases notified to ASIC within required timeframes.
Internally, companies often document these decisions via written resolutions. For example, you might use a Directors Resolution to record certain key decisions and maintain a clear paper trail.
Where there are multiple owners or co-founders, governance arrangements are also often backed up by a Shareholders Agreement to reduce misunderstandings about control, decision-making and exits.
Responsibilities And Risks: What Happens If You Get The Role Wrong?
Understanding whether a company secretary is a director isn’t just a technical question - it affects:
- who owes which legal duties;
- who is accountable for compliance failures;
- how documents should be signed and recorded;
- what personal risk someone may be taking on.
1. You May Assume Someone Has Director Duties When They Don’t (Or Vice Versa)
If your business treats the secretary as the “decision-maker” but they’re not actually appointed as a director, you can end up with unclear authority and governance gaps.
On the other hand, someone might be appointed as a director “to help out” without appreciating that they now have legal duties and potential exposure. This becomes especially risky if your company hits financial stress, disputes between founders, or regulatory issues.
2. You Can Create Signing And Authority Problems
External parties (like banks, landlords, investors and suppliers) often want certainty about who can bind the company to a contract.
Companies can sign documents in different ways, including by using the rules under section 127 signing (which sets out a commonly used method for companies to execute documents).
However, it’s important to note that a company can still be bound by a contract even if it isn’t executed under section 127 - for example, where a person had actual authority (express or implied) or apparent authority to enter into the contract on the company’s behalf.
If the wrong person signs, or signs without appropriate authority, it can increase the risk of disputes about whether the company is bound, and in some cases may also increase the signer’s personal exposure (depending on what was said, signed, and relied on).
3. Poor Governance Can Increase Disputes Between Owners
When roles aren’t clear, decision-making can break down quickly. This often shows up as:
- disagreements about who had authority to approve spending;
- confusion about who can hire and fire staff;
- conflict about whether a contract should have been entered into;
- uncertainty about who is responsible for compliance failures.
Clear governance documentation helps prevent this. In many small companies, that means having a constitution and (if there are multiple owners) a shareholders agreement that sets out decision thresholds and processes.
4. You May Underestimate Contract Risk
Directors often end up overseeing (and sometimes personally negotiating) contracts. If your company’s contract process is informal, you may be exposed to unnecessary risk from unclear terms, missing protections, or misunderstandings with customers and suppliers.
As a general rule, if your company is relying on “handshake deals” or vague email exchanges, it’s worth stepping back and checking whether your agreements are properly formed. (For context, a contract can still be binding even if it isn’t signed, depending on the circumstances.) A helpful starting point is understanding what makes a contract legally binding.
Practical Tips For Small Businesses To Get It Right
If you’re trying to run a growing business, you don’t want to overcomplicate governance - but you also don’t want to ignore it. Here are practical steps that usually make a big difference.
Clarify Who Holds Which Office (And Record It Properly)
Start with a simple internal audit:
- Who is appointed as a director?
- Who is appointed as a company secretary (if anyone)?
- Are these details up to date with ASIC?
- Do you have written records (resolutions/minutes) of appointments and changes?
This is especially important if you’ve brought in a new business partner, had a co-founder exit, or changed your structure recently.
Make Signing Authority Clear
For day-to-day operations, you should be clear on who can:
- sign customer agreements;
- sign supplier contracts;
- approve spend over a certain amount;
- open/operate bank accounts;
- commit the company to leases, finance, or long-term obligations.
If someone needs to sign on behalf of the company (or on behalf of a director), it may be appropriate to document this. Depending on the situation, a Letter of Authority can help make the arrangement clearer for third parties.
Match Your Governance Documents To How You Actually Operate
Many issues start when a company’s documents say one thing, but the business runs another way.
For example:
- Your constitution may say directors must approve certain decisions, but in practice the secretary has been doing it.
- Your shareholders may assume decisions require unanimous approval, but there’s no written process.
- Founders may have different expectations about control, profit distribution, or exit rights.
Bringing your documents back into line with reality (and future plans) can prevent disputes and reduce compliance risk as you grow.
Don’t Treat Titles As A Substitute For Legal Advice
It’s tempting to “solve” governance by giving someone a title - especially when you want to formalise their involvement or impress investors.
But titles come with legal consequences. If you’re unsure whether someone should be appointed as a director, a secretary, both, or neither, it’s worth getting advice before you update ASIC records or start using those titles in dealings with third parties.
Key Takeaways
- Is a company secretary a director? Generally no - a company secretary is a separate officeholder role and is not automatically a director.
- The same person can be both director and company secretary, which is common in small proprietary companies, but the legal responsibilities still differ.
- Directors manage the company and can face serious legal duties and personal risk, while secretaries often focus on governance and administrative compliance.
- Confusing these roles can create authority issues, signing problems, and disputes - especially when your business grows or hits financial or operational stress.
- Clear governance documents (like a constitution and shareholders agreement) and proper record-keeping help reduce risk and keep decision-making smooth.
- If you’re unsure how to structure roles in your company, getting advice early can prevent expensive mistakes later.
If you’d like help setting up your company roles properly or reviewing your governance documents, you can reach us at 1800 730 617 or team@sprintlaw.com.au for a free, no-obligations chat.
