A Board Resolution Appointing Corporate Secretary is a crucial corporate governance document used when an Australian company needs to formally appoint a company secretary. This document is particularly important as it complies with the Corporations Act 2001 (Cth) requirements and establishes the official record of the appointment. It's typically used when a company first appoints a secretary, when replacing an existing secretary, or when appointing an additional secretary. The resolution must be passed at a properly convened board meeting and should include specific details about the appointee, their duties, and any delegated authorities. For public companies in Australia, this document is mandatory as they must have at least one company secretary, while private companies may use it when they choose to appoint a secretary. The resolution also serves as supporting documentation for updating ASIC records and company registers.
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1. Header Information: Company name, ACN, and document title
2. Meeting Details: Date, time, location, and confirmation of proper notice and quorum
3. Directors Present: List of directors in attendance and method of attendance (in person/virtual)
4. Chair: Identification of the meeting's chairperson
5. Background: Brief context explaining the need for appointing a company secretary
6. Resolution: Formal resolution text appointing the named person as company secretary
7. Terms of Appointment: Key terms including start date, reporting relationships, and primary duties
8. Execution: Signature block for the chair or authorized director to sign the resolution
1. Retirement of Previous Secretary: Required when there is an existing secretary being replaced, including acceptance of resignation
2. Additional Roles: Used when the secretary is also appointed to other positions (e.g., compliance officer)
3. Specific Delegations: Details of any specific authorities or powers delegated to the secretary beyond statutory duties
4. Remuneration: Include if the resolution also covers approval of the secretary's compensation package
5. ASIC Notifications: Instructions regarding required ASIC form lodgments and updates to company registers
1. Schedule 1 - Appointee Details: Personal information of the appointee including full name, address, date of birth, and qualifications
2. Schedule 2 - Consent to Act: Signed consent form from the appointed secretary
3. Schedule 3 - Statutory Duties: List of statutory duties and obligations under the Corporations Act 2001
4. Schedule 4 - Delegations of Authority: Detailed list of specific powers and authorities delegated to the secretary (if applicable)
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