Contact person and secretary

Your corporation size determines whether you have a contact person or a secretary.

Contact person

If your corporation's size is small or medium it will have a contact person. 

A contact person is the point of contact for incoming communications for their corporation. The contact person receives letters, emails, telephone calls and messages. They then have 14 days to pass all incoming communications to at least one of the corporation’s directors. The position has no other duties or responsibilities.

A contact person has legal duties under the CATSI Act that they owe to the corporation. They must not misuse their position, or use information obtained as a result of their position, to gain a benefit for themselves, someone else or to cause harm to the corporation.

Secretary

If your corporation's size is large it will have a secretary.

Like a contact person, the secretary is the point of contact incoming communications. They must pass on to at least one director any incoming communication within 14 days of receiving it. 

The secretary has additional responsibilities, such as lodging reports and corporation details with us:

• the corporation's annual reports (general, financial and directors’ reports)
• proposed changes to the corporation's rule book
• details of directors and secretaries and any changes
• the address of and any changes to the corporation’s registered office
• who the members, or former members are, if we ask.

A secretary is an officer of the corporation and owes certain legal duties to the corporation. The same as a contact person, a secretary's legal duties include not misusing their position, or using information obtained as a result of their position, to gain a benefit for themselves, someone else or to cause harm to the corporation. They also have a legal duty to exercise their powers and carry out their duties with reasonable care and diligence, and in good faith in the best interests of the corporation. 

Why the roles are different for different size corporations

Small and medium corporations are usually less complex than large ones. The directors can normally deal with the corporation’s legal obligations. 

Large corporations usually have more legal responsibilities and admin. The directors may need help to do their duties.

Eligibility

Both a contact person and secretary must:

• be at least 18 years old 
• usually live in Australia.

A person who has been disqualified from managing a corporation can’t be a contact person or secretary.

Appointing a contact person or secretary

Directors appoint the contact person or secretary. They usually do it at a directors’ meeting.

Before a person becomes a contact person or secretary they must give their consent in writing. The corporation must keep a copy of this consent.