Document ID: chunk:federal_register_of_legislation:C2012A00180:clause:1_188
Version: federal_register_of_legislation:C2012A00180
Segment Type: clause
Provision Reference: sch 1 cl 188
Character Range: 2184–4091

188  Responsibility of secretaries etc. for certain corporate contraventions

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);
 (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).

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.