Join
it's free
Need legal advice or a specially customised legal document?
Contact our partner law practice
Click here to arrange a quote
Price
($AUD):
$44
Platinum Price ($AUD):
$33
[?]
Estimated Time to Build: 5 - 8 Minutes
Jurisdiction: Australia Wide
Checklist is not available for this document.
Sample is not available for this document.
The ordering party is the firm which orders this document from LawCentral on behalf of the company that is removing the Company Secretary.
It is often the accountant, law firm or adviser.
Building the document yourself, without the aid of your advisers? That is fine. You can leave this page of questions blank, or you can put in your own details.
WHAT IS THIS INFORMATION USED FOR?
The information on this page is used to put on the front page of the Form that you send to ASIC.
This hint is provided by Law Central Legal.
You get a kit. It includes:
1. Resolution to Replace and Appoint a new Secretary
2. Consent form to Act as Secretary
3. ASIC Form 484 completed
You sign the above and send the form into ASIC. That is all you need to remove the company’s Secretary.
This hint is provided by Law Central Legal.
No. There are no lawyers at LawCentral.com.au. It is a website that lawyers put their documents on.
Many people, including lawyers, use LawCentral.com.au. They read the hints. They answer the questions. They get to read the Summary. Only at the end are you asked if you would like to buy the document.
This hint is provided by Law Central Legal.
When you finish this kit you will get clear instructions on what to do with your printed documents.
But (in case you can't wait that long) it's easy.
You have to:
1. Print out the paperwork.
2. Get all documents signed.
3. Get any other Directors to sign the Circulating Resolution.
4. Mail or hand-deliver the Form 484 to ASIC.
This hint is provided by Law Central Legal.
Only a 'current office holder' of the company can sign the ASIC Form.
That is, a Director or a Secretary. However, the new Secretary cannot sign the ASIC form. The Leaving Secretary also cannot sign the ASIC form. If you have more than one Secretary, only then can a Secretary sign the form. Because of this generally it is the Director who signs the form.
This hint is provided by Law Central Legal.
ASIC form 484 is the form you send to ASIC to advise them of changes to your company details.
It is automatically produced when you finish this kit.
A Director or Secretary of your company has to sign the form.
This hint is provided by Law Central Legal.
You write the name of your company exactly as the name that appears on the Company registration when you first registered with ASIC.
E.g. Manley Pty Ltd
Correct way is: Manley Pty Ltd
Incorrect: Manley Pty Limited
This hint is provided by Law Central Legal.
"ACN" stands for Australian Company Number. It is a unique number given to every registered Australian company. You can find the "ACN" of your company on the Certificate of Registration you received from ASIC when you first registered your company.
You must have the ACN to complete this document.
This hint is provided by Law Central Legal.
The ACN of a company usually has nine digits.
For example, the ACN of Smith Pty Ltd is ACN 999 250 250.
This hint is provided by Law Central Legal.
No.
Although they are similar, the ABN has 11 digits and is mainly used for taxation purposes.
E.g. ABN 22 345 666 897
You need to put in the ACN. Don't put in the ABN.
This hint is provided by Law Central Legal.
“ASIC” stands for the “Australian Securities Investment Commission”. It looks after companies.
ASIC gives you a number. ASIC calls it a Corporate Key. Can't remember it? That's fine, just hand write it in later.
It can be found in your yearly Company Statement Pack supplied by ASIC. If you do not know your corporate key you can request it from ASIC at www.asic.gov.au or by phoning 03 5177 3988. You need to quote your ACN.
This hint is provided by Law Central Legal.
ASIC wants to know the details of the Secretary who is leaving. This information must correspond with ASIC's existing records.
This hint is provided by Law Central Legal.
You need to give the name of the town or city and state and country where the leaving Secretary was born.
E.g. 'Sydney', and 'New South Wales', or in case of a rural birthplace, use a property name via town or city – e.g. 'Kingston Station via Kimberley'.
This hint is provided by Law Central Legal.
This is the last day the Leaving Secretary performs their duties. This is the day the Secretary ceased office.
The date must appear on the ASIC form. It lets ASIC know when the Leaving Secretary is no longer responsible for company decisions.
This hint is provided by Law Central Legal.
The easiest way is to click on the "Select Date" button. Choose the month and year from the drop down menus, and then click on the date.
This hint is provided by Law Central Legal.
A Replacement Company Secretary is the person who is nominated and accepted by the Board of Directors to replace the Company Secretary removed.
This hint is provided by Law Central Legal.
We need a Replacement Company Secretary when, for some reasons, the current Company Secretary cannot carry out the usual duty of a Company Secretary. For example, it may be due to personal or health reasons, retirement, etc.
This hint is provided by Law Central Legal.
You need to make sure that the current Company Secretary has resigned before you appoint a Replacement Company Secretary.
If there is no provision for resignation in the terms of appointment of the secretary, the current Company Secretary can resign "on reasonable notice" to the director(s) and the director(s) accepts the resignation.
Don't forget to inform the Australian Securities and Investments Commission ("ASIC"). Whenever you appoint or cease an officeholder of a company, such as the Company Secretary, you need to inform ASIC.
This hint is provided by Law Central Legal.
Company Secretary is usually appointed by the directors of a company: Section 204(D)of the Corporations Act 2001.
All the Directors need to meet and agree to the resolution. The Directors can either hold a physical meeting or pass the resolution through a Circulating Resolution.
The company must notify ASIC of the appointment within 28 days: Subsection 205B(1) of the Corporations Act 2001.
This hint is provided by Law Central Legal.
If you appoint a replacement Company Secretary, you need to inform ASIC.
Section 205B (1) of the Corporations Act 2001 states that:
A company must lodge with ASIC a notice of:
(a) The personal details of a person who is appointed as a Company Secretary; and
(b) The terms of their appointment
Within 28 days after their appointment as a Company Secretary, you must lodge Form 484 (Section B).
Personal details are:
(a) Their given and family names; and
(b) All of their former given and family names; and
(c) Their date and place of birth; and
(d) Their address.
Note: For address it is normally the residential address (See Section 205D of the Corporations Act 2001).
This hint is provided by Law Central Legal.
This is the date when the Replacement Company Secretary appointment takes effect. It must be the same as the date the Leaving Secretary left office.
This hint is provided by Law Central Legal.
A public company must have at least one secretary, to be appointed by the directors. There is no requirement for a proprietary company to have a company secretary. They may do so if they wish. A secretary holds office on the terms and conditions that the directors determine. A secretary must consent to his or her appointment.
A person does not need any special qualifications or experience to be appointed as a Secretary.
They must be an adult (18 years of age). If there is only one company Secretary they must reside in Australia. If there is more than one, at least one of them must reside in Australia.
A person disqualified from being a director cannot be appointed a Secretary without the consent of ASIC or the court.
This hint is provided by Law Central Legal.
Yes. The world has to know who company Secretaries are, their date of birth and where they were born.
You need to give their Family (Surname) name and their given names.
You must give their FULL NAME and not initials, e.g. ‘Mary Jane’ and not ‘MJ’.
This hint is provided by Law Central Legal.
Yes. You need to give the name of the town or city and the state and country where they were born.
E.g. 'Sydney', and 'New South Wales', or in case of a rural birthplace, use a property name via town or city – e.g. 'Kingston Station via Kimberley'.
This hint is provided by Law Central Legal.
Yes. The Secretary’s address must be the person’s usual residential address (unless ASIC has previously approved an alternate Australian address).
A home address is required by ASIC under the Corporations Act 2001 section 205D.
This hint is provided by Law Central Legal.
ASIC wants to know the start date of the New Secretary. This is when the New Secretary starts performing their duties.
The start date of the New Secretary must be the same date as the Leaving Date of the Leaving Secretary.
This hint is provided by Law Central Legal.
This is the date when the Replacement Company Secretary appointment takes effect.
This hint is provided by Law Central Legal.
A Director is a person who is involved with the management of the company. Directors can be personally liable for any debts incurred by the company if the company trades while it is insolvent or fails to pay some taxes.
This hint is provided by Law Central Legal.
Not sure of who are all the directors of your company? (It is very sad that you don't know.)
Firstly, if you don't know who the Directors of the company are, have a look at your Company Secretary file.
Alternately, you can do a search of your own companies' records at www.ASIC.gov.au.
This hint is provided by Law Central Legal.
This document has been prepared by the law practice Law Central Legal
Liability limited by a scheme approved under Professional Standards Legislation
Australia 
New Zealand