ACNC to provide for company secretaries to be recognised on register

A gap in the regulatory framework will be addressed by the Australian Charities and Not-for-profits Commission (ACNC), announced Commissioner Susan Pascoe at the Governance Institute’s Annual Conference in Perth.

The ACNC Act does not require the name of the company secretary to be registered, which has caused concern for companies limited by guarantee that are also charities, the majority of which have company secretaries recognised as officers under the Corporations Act.

In recognition that an important corporate officer cannot be identified at present, the ACNC is modifying its electronic build to allow company secretaries to display their details on the charities register. This will be voluntary — it will not be mandated.

The ACNC expects this function to be available in a few months.

Commissioner Pascoe also confirmed another significant gap left by the legislative drafting, which can only be addressed through a legislative process. All of the duties listed under ss180 to 183 of the Corporations Act have been switched off, including in terms of their application to 'other officers', in relation to a body corporate registered with the ACNC. However, officer duties have also been switched off, while the governance standards only relates to duties of directors. Company secretaries in charities remain somewhat in limbo until such time as a legislative ‘fix’ is put in place.

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