Quick answer
Changing company secretary is not only an ACRA officer update. The company should align the outgoing secretary’s cessation, the incoming secretary’s appointment, board approvals, Bizfile filing, statutory records, registered office arrangements and future compliance calendar. A clean cut-over avoids gaps and disputes.
- Confirm the incoming secretary is eligible and has accepted the appointment.
- A secretary must be appointed within six months after registration and the position cannot remain vacant for more than six months.
- Report officer appointments and withdrawals through Bizfile within 14 days.
- Record the board’s decisions and keep the resignation or cessation evidence.
- Complete a document-by-document transfer, not only an email introduction.
What a secretary change actually involves
The formal change usually has at least three components: the outgoing secretary leaves office, the incoming secretary is appointed, and ACRA records are updated. The company’s constitution and existing service agreement may affect how the outgoing arrangement ends, while the Companies Act and ACRA rules determine the public filing requirements.
Operationally, the company may also be changing registered office provider, filing agent, nominee director support or accounting contact. These roles should not be assumed to move automatically. Define which services are changing and which remain with the old provider.
Pre-change decision checklist
| Area | What to check | Why it matters |
|---|---|---|
| Reason for change | Service failure, cost, scope, conflict, business expansion or consolidation. | Helps define what the replacement must improve. |
| Effective dates | Outgoing cessation and incoming appointment dates. | Avoids inconsistent documents and late filing. |
| Eligibility | Incoming secretary is an individual who meets local residency requirements. | The appointment must satisfy ACRA requirements. |
| Sole director check | The sole director is not also appointed as secretary. | ACRA does not allow the same person to hold both roles in that situation. |
| Bundled services | Registered office, nominee director, accounting and mail handling. | These may need separate termination or continuation. |
| Outstanding work | Annual return, AGM, share changes, tax notices and corrections. | The transfer should identify who completes each item. |
Documents for the appointment and cessation
The file should include the outgoing secretary’s resignation or other cessation evidence, the incoming secretary’s consent or acceptance, and the relevant board resolution. Names, identification details and dates should match the information used for the Bizfile filing.
Do not use a resolution that says only “change secretary” without identifying the outgoing and incoming persons and effective dates. If the outgoing provider also acted as registered office or filing agent, record how those services will be handled after the cut-over.
The 14-day filing window
ACRA states that appointment and withdrawal of position holders should be updated within 14 days. Treat this as a transaction deadline, not an administrative target. Prepare documents before the effective date where possible so the filing can be completed promptly.
After filing, obtain the acknowledgement and an updated business profile. Check that the secretary’s name and effective date are correct. Filing errors can affect bank reviews, due diligence and future officer changes, so the company should not rely only on a verbal statement that the change is complete.
Complete transfer schedule
| Area | What to check | Why it matters |
|---|---|---|
| Corporate records | Constitution, incorporation file, business profiles and resolutions. | Shows the company’s governance history. |
| Annual compliance | AGM records, annual return acknowledgements and deadline calendar. | Prevents missed recurring obligations. |
| Ownership records | Share certificates, allotments, transfers, stamp certificates and EROM support. | Supports legal ownership and due diligence. |
| Private registers | RORC, ROND and RONS records and supporting notices where applicable. | Maintains beneficial ownership and nominee transparency. |
| Officer records | Consents, resignations, identity details and contact addresses. | Supports current ACRA information. |
| Registered office | Mail log, government notices and records kept at the address. | Prevents loss of official correspondence. |
| Open matters | Pending filings, corrections, unpaid fees and unanswered regulator requests. | Makes responsibility after the change clear. |
Post-change controls
The incoming secretary should reconcile the transfer against the current ACRA profile. The company should also confirm Corppass administrators, bank signatories, tax contacts and the location of the master corporate file. Where prior records are incomplete, create a written exceptions list rather than pretending the file is complete.
Finally, issue a new compliance calendar showing the next AGM or AGM exemption review, annual return, ECI, corporate tax filing, GST periods and any licence renewals. A secretary change is most valuable when it improves the system, not only the name on the business profile.
Recommended transition sequence
Appoint the replacement provider
Agree scope, fees, KYC requirements and responsible contacts.
Set effective dates
Coordinate resignation, appointment and any registered office change.
Approve and file
Execute the corporate documents and update Bizfile within the required period.
Verify public records
Download the acknowledgement and updated business profile.
Reconcile the file
Review all records, deadlines and unresolved matters with the new secretary.
Fees, cut-off dates and responsibility
Agree how work in progress will be divided. The outgoing provider may have prepared an annual return, resolution or share filing that is not yet submitted. The incoming provider should not assume responsibility for that work without seeing the source documents, while the outgoing provider should not continue filing after its authority has ended.
Set a written cut-off date for new instructions, mail, statutory records and government correspondence. Confirm whether prepaid annual fees are refundable, whether transfer fees apply, and whether unpaid invoices affect release of records. Commercial terms should be resolved promptly, but the company should retain copies of its own statutory documents and filing evidence.
For bundled packages, prepare a service-by-service matrix covering secretary appointment, registered office, nominee director, accounting, tax and annual filing. This prevents the company from changing one role while accidentally terminating another service needed for compliance.
Frequently asked questions
Must the outgoing company secretary approve the replacement?
The company should follow its constitution, engagement terms and proper corporate approvals. The board appoints the new secretary, while the outgoing person’s resignation or cessation should be documented accurately.
Can the secretary position be left vacant?
ACRA states that the position cannot remain vacant for more than six months. Directors should generally avoid any unnecessary gap.
When must the Bizfile change be submitted?
ACRA states that appointments and withdrawals of position holders should be updated within 14 days.
Does changing secretary also change the registered office?
No. Registered office is a separate company detail and service arrangement. It must be changed separately if required.
What records should the outgoing provider hand over?
The company should obtain its constitution, resolutions, filing acknowledgements, registers, ownership records, officer documents, mail and a list of outstanding matters.
Official sources
These sources support the regulatory points in this guide. Check the current official page and the company’s own documents before acting.
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