A practical Australian company secretary playbook for managing entities, ASIC annual reviews, registers, approvals, lodgements, evidence and handovers.
An Australian company secretary playbook is the operating system behind good entity governance. It should show what must be checked, who owns each action, what evidence is required, when ASIC or internal deadlines apply, and where the current record lives. For groups with multiple companies, trustee companies, SPVs, trusts or investment entities, the playbook is what stops company secretarial work from becoming a set of inbox habits.
This guide is a practical resource for Company Secretaries, General Counsel, CFOs and governance teams managing Australian entities. It covers the recurring work that should sit behind ASIC annual reviews, officer changes, registers, approvals, ownership records, documents, evidence and handovers.
General information only, not legal advice. Company obligations can vary by entity type, constitution, transaction, industry, listing status and adviser advice.
Company secretarial work is often invisible until something breaks.
A director resigns and the ASIC record is not updated. An annual review fee is paid but the solvency resolution is missing. A share issue is approved but the register is stale. A trustee company sits inside a property structure and nobody can find the current officeholder consent. A new Company Secretary starts and discovers the real system was one person's memory.
The job is not simply filing forms. It is maintaining confidence in the company's record.
ASIC describes directors and secretaries as company officeholders. A company secretary may be responsible for lodging notices and reports with ASIC, taking minutes and keeping accurate records. ASIC also notes that public companies must have at least one secretary who normally lives in Australia, while proprietary companies do not need to appoint a secretary. If a proprietary company has no secretary, the directors carry those responsibilities.
That is why a playbook should be written around the work, not just the title.
The goal is simple: any authorised person should be able to open the record for an entity and understand what is true, what changed, what is due, what evidence supports it, and who owns the next step.
Every company secretary playbook should start with one rule:
There must be one current record for each entity.
That record does not need to replace every adviser, registry or document system on day one. But it does need to be the internal source of truth for governance work.
At minimum, each entity record should show:
For a single company, gaps may be obvious. For a group with 50, 100 or 200 entities, gaps hide in volume. The playbook's job is to make the current state visible.
Use these 10 workstreams as the backbone of your internal CoSec process.
Start with the complete entity list.
Most governance problems become harder when the team cannot answer basic portfolio questions quickly:
The playbook should require a portfolio review at least quarterly, and more often during restructures, acquisitions, fund launches, financing events or property transactions.
For each entity, assign one accountable owner. That person may not do every task, but they own the integrity of the record.
ASIC annual review work is not finished when the fee is paid.
ASIC says companies receive an annual statement, must check company details are up to date, pay the annual review fee and pass a solvency resolution. The annual statement may list details such as addresses, share structure, officeholders and members. ASIC also notes that directors must pass a solvency resolution within two months of the annual review date unless the company has lodged a financial report with ASIC in the past 12 months.
Your playbook should split the annual review into stages:
The key control is evidence. A paid invoice is not proof that the company record was reviewed. A complete annual review record should show who checked the details, what changed, what was lodged, what evidence supported the solvency decision and where the final record sits.
Most ASIC and register risk appears around changes.
Your playbook should define the trigger events that start a controlled workflow. These commonly include:
For each event, the playbook should ask:
ASIC notes that companies must tell ASIC about most changes within 28 days. The playbook should make those deadlines visible before they become late fees.
Registers are not archive documents. They are living governance records.
Your playbook should specify which registers are required for each entity type and how they are maintained. For Australian corporate groups, this commonly includes:
The playbook should define when a register is updated. Ideally, the update happens as part of the same workflow as the approval and lodgement. If the register is updated later, the process should show an open task until it is complete.
A common failure pattern is this:
Good CoSec operations close that gap.
Company secretarial work needs a clean evidence chain from decision to action.
Your playbook should define how the team captures:
Each approval should be linked to the entity, the decision, the related documents and any downstream actions. A resolution that triggers an ASIC change, register update or document execution should create those actions automatically or at least visibly.
The test is simple: if someone opens the entity record later, can they see why the change happened?
Ownership records are often where legal, finance and tax teams diverge.
Your playbook should include a regular process for reviewing:
For corporate groups, family offices, property groups and fund structures, a static structure chart is not enough. The chart should tie back to source data and supporting documents.
When ownership changes, the playbook should require the team to update the register, update the structure view, retain approvals, retain executed documents and check whether any ASIC, lender, investor, tax, AML/CTF or internal reporting work is triggered.
The best company secretary playbooks are evidence-first.
For each entity, keep core documents easy to find:
The playbook should avoid vague storage rules like "save it in the drive." Every important document should be linked to an entity, an event, an obligation, an approval or a register.
That is what makes the record usable during audit, due diligence, refinancing, director changes, adviser handover or board reporting.
Company secretary work needs a calendar, but the calendar is not the control.
The playbook should define each recurring obligation with:
Common recurring items include:
The stronger approach is to connect obligations to entity records. A deadline without context is just a reminder. A deadline connected to evidence, owner and status is a control.
Every company secretary playbook should assume the current person may leave, be unavailable or change role.
That is not pessimistic. It is governance hygiene.
A CoSec handover pack should include:
The handover should not be a one-off PDF created during a resignation. It should be a live view that can be exported when needed.
The most expensive company secretary handover is the one where the organisation discovers that the real process was never documented.
Company secretarial reporting should not only list tasks.
A useful monthly or quarterly governance report should answer:
This is where CoSec work becomes governance operations. The report should help leaders see status, risk and accountability across the portfolio.
Use this as a practical operating rhythm.
Monthly:
Quarterly:
Event-driven:
A good company secretary process does not depend on one person remembering where everything lives.
Good looks like:
That is the practical standard for modern governance operations.
EntityFlo is built for Australian teams managing entity records, ASIC workflows, registers, obligations, ownership, approvals and governance evidence across corporate groups.
Instead of running company secretarial work across spreadsheets, inboxes, shared drives, adviser portals and disconnected PDFs, EntityFlo gives teams one structured system of record for the work behind good governance.
That matters because AI-native company secretary software is only useful when the underlying company record is current, permissioned and source-grounded.
For teams managing multiple companies, trustee entities, SPVs, property structures, funds or operating subsidiaries, the company secretary playbook should not sit in a forgotten document. It should live in the workflow.
Book a demo with EntityFlo to see how Australian entity management, ASIC workflows, registers, approvals and evidence can run in one governance operations platform.
Public companies must have at least one company secretary who normally lives in Australia. Proprietary companies do not need to appoint a secretary, but if they do, at least one secretary must normally live in Australia. If a proprietary company has no secretary, directors take on the secretary responsibilities.
The role can vary by company, but it commonly includes ASIC notices and reports, minutes, records, registers, board and member approvals, annual review coordination, lodgement tracking, evidence management and governance administration.
A company secretary checklist should cover entity records, officeholders, addresses, members or shareholders, share structure, annual reviews, solvency resolutions, ASIC lodgements, registers, approvals, minutes, documents, ownership records, deadlines, evidence and handover readiness.
At minimum, company records should be checked during the annual review process and whenever company details change. Multi-entity groups should also run monthly or quarterly portfolio reviews to identify stale records, upcoming obligations, open lodgements and unresolved discrepancies.
The biggest risk is usually not one missed form. It is fragmented company memory: entity records, approvals, lodgements, registers and evidence spread across people, inboxes, spreadsheets, adviser folders and document systems with no single current record.
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