How to change your Company Secretary

It’s not uncommon to change company secretary, particularly when you’re looking for a safe pair of hands to look after your company. In this article we cover how to change company secretary. It’s a straightforward process, however sometimes human factors can complicate the process.

Reasons for changing company secretary

There are several reasons why you may want to change company secretary:

  • Your company secretary isn’t responding promptly to your queries or is providing advice that is unclear
  • Your company secretary isn’t giving you sound guidance and advice about regulatory activities that concern your business
  • You feel you’re paying too much for their service, or perhaps there are more ancillary fees than you anticipated when you first joined​
  • You’re going through a fast or steep period of growth and need someone who can grow with you

Ultimately, where the company secretary is lax in their duties, the directors of the company remain liable for the errors, as it is the directors’ responsibility to ensure that the company secretary has fulfilled his or her duties.

This makes it vital to pick a company secretary or corporate services provider that doesn’t get details lost in the shuffle and is able to inform you about all regulatory and compliance requirements when it comes to your company.

How to appoint a new company secretary

The first step is to pick your new company secretary (read here for tips on picking a company secretary). Fortunately, your new chosen company secretary should manage the process of handling your transfer from your current company secretary. This includes transferring all existing registers and securing all relevant documents.

Once you have selected your new company secretary, your new company secretary will organise the following:

  • A directors’ resolution appointing the new company secretary and resignation of the previous company secretary
  • A letter of resignation from the previous company secretary
  • Form 45B which notes the company secretary’s consent to act for your company
  • Lodging the change with ACRA

Where you have concerns around your previous company secretary keeping up-to-date registers, you may also ask your new company secretary to review your company file with ACRA to make sure company details like FYE date or shareholding structure are accurate.

The best time to transfer

We recommend if you are looking to change company secretary, to change after any significant filing deadlines for your company. This is because (understandably) there may be some delays or reticence from your company secretary once they feel like they’ve lost you as a client. Delays around deadline times can cause unnecessary stress for you and may create unclear expectations around who will be filing your company details.

Typical deadlines to be aware of would be after your company closes its accounts for the year, particularly when you need to:

  • Prepare and finalise your accounts
  • Prepare and hold your AGM
  • Form 45B which notes the company secretary’s consent to act for your company
  • Lodging the change with ACRA

Next steps

If you want a smooth transfer, talk to us. We’ve helped hundreds of companies shift from second-rate company secretaries. Read more about our company secretary service or get in touch with us today [email protected]

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