Commonwealth Consolidated Acts Commonwealth Consolidated ActsSecretary's functions
(1) A secretary of a company contravenes this subsection if the company contravenes:
(a) section 142 (requirement for companies to have registered office); or
(b) section 145 (requirement for registered office of public company to be open to public); or
(c) section 346C (requirement to respond to extract of particulars); or
(ca) section 348D (requirement to respond to return of particulars); or
(d) section 205B (lodgment of notices with ASIC); or
(e) section 146 (notice of change of principal place of business); or
(f) section 178A (notice of change to member register (proprietary companies only)); or
(g) section 178C (notice of change to share structure (proprietary companies only)); or
(h) section 254X (notice of issue of shares); or
(i) subsection 319(1) (lodgment of financial reports); or
(j) section 349A (notice of changes to ultimate holding company (proprietary companies only)).
Note: See section 204A for the circumstances in which a company must have a secretary.
Consequence if director of proprietary company without secretary does not fulfil secretary's function
(2) Each director of a proprietary company contravenes this subsection if:
(a) the proprietary company contravenes a provision referred to in subsection (1); and
(b) the proprietary company does not have a secretary when it contravenes that section.
(2A) An offence based on subsection (1) or (2) is an offence of strict liability.
Note: For strict liability , see section 6.1 of the Criminal Code .
Defence
(3) A person does not contravene subsection (1) or (2) if they show that they took all reasonable steps to ensure that the company complied with the section.
Note: A defendant bears a legal burden in relation to a matter mentioned in subsection (3), see section 13.4 of the Criminal Code .
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