Section 188 — Corporations Act 2001: Responsibility of secretaries etc. for certain corporate contraventions

Responsibility of company secretaries (1) A secretary of a company contravenes this subsection if the company contravenes any of the following provisions (each of which is a corporate responsibility provision): (a) section 142 (registered office); (b) section 145 (public company’s registered office to be open to public); (c) section 146 (change of principal place of business); (d) section 178A (change to proprietary company’s member register); (e) section 178C (change to proprietary company’s share structure); (ea) subsection 203AA(6) (notification of resignation day); (f) section 205B (lodgement of notices with ASIC); (g) section 254X (issue of shares); (h) section 319 (lodgement of annual reports with ASIC); (i) section 320 (lodgement of half-year reports with ASIC); (j) section 346C (response to extract of particulars); (k) section 348D (response to return of particulars); (l) section 349A (change to proprietary company’s ultimate holding company). Note 1: See section 204A for the circumstances in which a company must have a secretary. Note 2: This subsection is a civil penalty provision (see section 1317E). Note 3: This subsection has an extended operation in relation to the secretary of a corporate director of a CCIV: see sections 1225A and 1225B. Responsibility of directors of proprietary companies (2) Each director of a proprietary company contravenes this subsection if: (a) the proprietary company contravenes a corporate responsibility provision; and (b) the proprietary company does not have a secretary when it contravenes that provision. Note 1: See section 204A for the circumstances in which a company must have a secretary. Note 2: This subsection is a civil penalty provision (see section 1317E). Defence of reasonable steps (3) A person does not contravene subsection (1) or (2) in relation to a company’s contravention of a corporate responsibility provision if the person shows that he or she took reasonable steps to ensure that the company complied with the provision.