Document ID: chunk:federal_register_of_legislation:C2025C00185:section:5:p2
Version: federal_register_of_legislation:C2025C00185
Segment Type: section
Provision Reference: s 5 (pt 2/3)
Character Range: 418141–420869

the company that the director has).
  A director who fails to perform their duties:
• may be guilty of a criminal offence with a penalty of imprisonment for up to 15 years or a fine, or both (the fine is the greater of 4,500 penalty units and 3 times the amount of the benefit derived and detriment avoided because of the offence); and
• may contravene a civil penalty provision (and the Court may order the person to pay the Commonwealth an amount equal to the greater of 5,000 penalty units and 3 times the amount of the benefit derived and detriment avoided because of the contravention); and
• may be personally liable to compensate the company or others for any loss or damage they suffer; and
• may be prohibited from managing a company.
  A director's obligations may continue even after the company has been deregistered.
[Sections 180, 181, 182, 183, 184, 475, 530A, 588G, 596, 601AE, 601AH, 1317H]

5.4 Company secretaries
  A company other than a proprietary company must have a company secretary. However, a proprietary company may choose to have a company secretary. The directors appoint the company secretary. A company secretary must be at least 18 years old. If a company has only 1 company secretary, they must ordinarily reside in Australia. If a company has more than 1 company secretary, at least 1 of them must ordinarily reside in Australia.
  A company secretary must consent in writing to holding the position of company secretary. The company must keep the consent and must notify ASIC of the appointment.
  The same person may be both a director of a company and the company secretary.
  Generally, a company secretary may resign by giving written notice of the resignation to the company. A company secretary who resigns may notify ASIC of the resignation. If the company secretary does not do so, the company must notify ASIC of the company secretary's resignation.
  The company secretary is an officer of the company and, in that capacity, may be subject to the requirements imposed by the Corporations Act on company officers.
  The company secretary has specific responsibilities under the Corporations Act, including responsibility for ensuring that the company:
• notifies ASIC about changes to the identities, names and addresses of the company's directors and company secretaries; and
• notifies ASIC about changes to the register of members; and
• notifies ASIC about changes to any ultimate holding company; and
• responds, if necessary, to an extract of particulars that it receives and that it responds to any return of particulars that it receives.
  A company secretary's obligations may continue even after the company has been deregistered.
[sections 142, 178A, 178C, 188, 204A‑204G,