The Australian Company Secretary Playbook

The Australian Company Secretary Playbook

The Australian Company Secretary Playbook

An Australian company secretary playbook is the operating system behind good entity governance. It should show what must be checked, who owns each action, what evidence is required, when ASIC or internal deadlines apply, and where the current record lives. For groups with multiple companies, trustee companies, SPVs, trusts or investment entities, the playbook is what stops company secretarial work from becoming a set of inbox habits.

This guide is a practical resource for Company Secretaries, General Counsel, CFOs and governance teams managing Australian entities. It covers the recurring work that should sit behind ASIC annual reviews, officer changes, registers, approvals, ownership records, documents, evidence and handovers.

General information only, not legal advice. Company obligations can vary by entity type, constitution, transaction, industry, listing status and adviser advice.

Company secretarial work is often invisible until something breaks.

A director resigns and the ASIC record is not updated. An annual review fee is paid but the solvency resolution is missing. A share issue is approved but the register is stale. A trustee company sits inside a property structure and nobody can find the current officeholder consent. A new Company Secretary starts and discovers the real system was one person's memory.

The job is not simply filing forms. It is maintaining confidence in the company's record.

ASIC describes directors and secretaries as company officeholders. A company secretary may be responsible for lodging notices and reports with ASIC, taking minutes and keeping accurate records. ASIC also notes that public companies must have at least one secretary who normally lives in Australia, while proprietary companies do not need to appoint a secretary. If a proprietary company has no secretary, the directors carry those responsibilities.

That is why a playbook should be written around the work, not just the title.

The goal is simple: any authorised person should be able to open the record for an entity and understand what is true, what changed, what is due, what evidence supports it, and who owns the next step.

The Core Principle: One Current Entity Record

Every company secretary playbook should start with one rule:

There must be one current record for each entity.

That record does not need to replace every adviser, registry or document system on day one. But it does need to be the internal source of truth for governance work.

At minimum, each entity record should show:

entity name and ACN or relevant identifier entity type and status registered office principal place of business officeholders and appointment dates members or shareholders share structure or ownership summary ultimate holding company, if applicable responsible internal owner ASIC annual review date current registered agent or adviser, if relevant key registers recent lodgements or change events board, member and director approvals core documents and evidence date the record was last verified

For a single company, gaps may be obvious. For a group with 50, 100 or 200 entities, gaps hide in volume. The playbook's job is to make the current state visible.

The 10 Part Company Secretary Operating Playbook

Use these 10 workstreams as the backbone of your internal CoSec process.

Most governance problems become harder when the team cannot answer basic portfolio questions quickly:

What entities exist? Which are active, dormant, deregistered or historical? Which are trustee companies, operating companies, holding companies, SPVs or fund vehicles? Who owns the internal record for each entity? Which adviser, registered agent or service provider supports each entity? When was the entity record last reviewed?

The playbook should require a portfolio review at least quarterly, and more often during restructures, acquisitions, fund launches, financing events or property transactions.

For each entity, assign one accountable owner. That person may not do every task, but they own the integrity of the record.

ASIC annual review work is not finished when the fee is paid.

ASIC says companies receive an annual statement, must check company details are up to date, pay the annual review fee and pass a solvency resolution. The annual statement may list details such as addresses, share structure, officeholders and members. ASIC also notes that directors must pass a solvency resolution within two months of the annual review date unless the company has lodged a financial report with ASIC in the past 12 months.

Your playbook should split the annual review into stages:

annual statement received ASIC fee checked and paid company details reviewed discrepancies identified required updates lodged solvency evidence reviewed solvency resolution passed or escalated resolution stored final completion marked

The key control is evidence. A paid invoice is not proof that the company record was reviewed. A complete annual review record should show who checked the details, what changed, what was lodged, what evidence supported the solvency decision and where the final record sits.

Most ASIC and register risk appears around changes.

Your playbook should define the trigger events that start a controlled workflow. These commonly include:

director appointment director resignation company secretary appointment or resignation registered office change principal place of business change member or shareholder change share issue, transfer or cancellation change to ultimate holding company details company name change constitution update new subsidiary or SPV creation trustee appointment or retirement restructure, acquisition or disposal

What entity is affected? What approval is required? What documents must be prepared or signed? Is an ASIC lodgement required? Is an internal register update required? Is there a deadline? Who owns lodgement? Who verifies completion? What evidence must be retained?

ASIC notes that companies must tell ASIC about most changes within 28 days. The playbook should make those deadlines visible before they become late fees.

Registers are not archive documents. They are living governance records.

Your playbook should specify which registers are required for each entity type and how they are maintained. For Australian corporate groups, this commonly includes:

register of members register of officeholders register of secretaries, if relevant share register option holder records, if applicable registers of charges for historical security interests where relevant minute books approvals, resolutions and consents registers or schedules for trusts, fund entities or related governance records

The playbook should define when a register is updated. Ideally, the update happens as part of the same workflow as the approval and lodgement. If the register is updated later, the process should show an open task until it is complete.

1. The board approves the change. 2. The ASIC lodgement is completed. 3. The register is not updated. 4. Six months later, the team relies on the wrong record.

Company secretarial work needs a clean evidence chain from decision to action.

Your playbook should define how the team captures: