Company Secretary

Company legislation requires businesses to perform many administration tasks that take up a lot of valuable company time. The last thing you need as a business owner is to be stressed out trying to ensure you are complying with the Companies Act 1993.

The possible threat of penalties for failing to keep up with the changing rules is too great a risk to take.

At PH Financial we are able to relieve this burden for you. Our services include:

• General advice on company law
• Company formations
• Filing of annual returns on your behalf
• Preparation of all documentation related to minutes and resolutions
• Maintenance of statutory books
• Assistance in changes of directors, shareholders, addresses, and office details
• Bonus Issues
• Share transfers
• Registered Office Facility

Please contact us for further information on how we can help you to get back to the task of running your business.

Do you have a company that has adopted the replaceable rules and you are the sole Director / Shareholder?

Our advice is that you may need to update your register and adopt a constitution. Please see the following extracts from the ASIC web site that relates to replaceable rules.

Please contact us now if you think this may apply to you and we will arrange the documents required to adopt a constitution. What you will receive is:

• 3 bound copies of the constitution
• Minutes of meeting
• ASIC notification

The cost to update your company register is $175 plus GST.

Replaceable rules outlined (click here to see the full info sheet)

A company's internal management may be governed by provisions of the Corporations Act 2001 (the Act) that apply to the company as replaceable rules, by a constitution, or by a combination of both. There are additional requirements concerning internal management contained in ordinary provisions of this Act and also in common law.

Replaceable rules apply to companies registered after the commencement of s 135(1) of the Act, and to companies registered prior to the commencement that repeal their constitution after 1 July 1998. A company may modify some or all of the replaceable rules by adopting a constitution.

(See also the Information Sheet 'Constitution and Replaceable Rules' for more information on the actual operation of these concepts.)

Replaceable rules do not apply to sole member/director companies if the member/director is the same person. Please see s198E, 201F, 202C of the Act, for special provisions that apply to these companies.

CORPORATIONS ACT 2001

- SECT 198E

Powers of director

(1)The director of a proprietary company who is its only director and only shareholder may exercise all the powers of the company except any powers that this Act or the company's constitution (if any) requires the company to exercise in general meeting. The business of the company is to be managed by or under the direction of the director.

Note: For example, the director may issue shares, borrow money and issue debentures.

Negotiable instruments

(2) The director of a proprietary company who is its only director and only shareholder may sign, draw, accept, endorse or otherwise execute a negotiable instrument. The director may determine that a negotiable instrument may be signed, drawn, accepted, endorsed or otherwise executed in a different way.

- SECT 201F

Special rules for the appointment of directors for single director/single shareholder proprietary companies

(1) The director of a proprietary company who is its only director and only shareholder may appoint another director by recording the appointment and signing the record.

Appointment of new director on death, mental incapacity or bankruptcy

(2) If a person who is the only director and the only shareholder of a proprietary company:

(a) dies; or(b) cannot manage the company because of the person's mental incapacity;

and a personal representative or trustee is appointed to administer the person's estate or property, the personal representative or trustee may appoint a person as the director of the company.

(3) If:

(a) the office of the director of a proprietary company is vacated under subsection 206B(3) or (4) because of the bankruptcy of the director; and(b) the person is the only director and the only shareholder of the company; and(c) a trustee in bankruptcy is appointed to the person's property;

the trustee may appoint a person as the director of the company.

(4) A person who has a power of appointment under subsection (2) or (3) may appoint themselves as director.

(5) A person appointed as a director of a company under subsection (2),

- SECT 202C Special rule for single director/single shareholder proprietary companies

A person who is the only director and the only shareholder of a proprietary company is to be paid any remuneration for being a director that the company determines by resolution. The company may also pay the director's travelling and other expenses properly incurred by the director in connection with the company's business.

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