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CORPORATIONS ACT 2001

CHAPTER 2D - OFFICERS AND EMPLOYEES  

PART 2D.1 - DUTIES AND POWERS  

Division 1 - General duties  

SECTION 188  RESPONSIBILITY OF SECRETARIES ETC. FOR CERTAIN CORPORATE CONTRAVENTIONS  

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Responsibility of company secretaries

188(1)  

A secretary of a company contravenes this subsection if the company contravenes any of the following provisions (each of which is a corporate responsibility provision):


(a) section 142 (registered office);


(b) section 145 (public company's registered office to be open to public);


(c) section 146 (change of principal place of business);
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(d) section 178A (change to proprietary company's member register);


(e) section 178C (change to proprietary company's share structure);
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(f) section 205B (lodgement of notices with ASIC);
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(g) section 254X (issue of shares);
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(h) section 319 (lodgement of annual reports with ASIC);
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(i) section 320 (lodgement of half-year reports with ASIC);
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(j) section 346C (response to extract of particulars);
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(k) section 348D (response to return of particulars);


(l) section 349A (change to proprietary company's ultimate holding company).

Note 1: See section 204A for the circumstances in which a company must have a secretary.

Note 2: This subsection is a civil penalty provision (see section 1317E).

Responsibility of directors of proprietary companies

188(2)  

Each director of a proprietary company contravenes this subsection if:


(a) the proprietary company contravenes a corporate responsibility provision; and
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(b) the proprietary company does not have a secretary when it contravenes that provision.

Note 1: See section 204A for the circumstances in which a company must have a secretary.

Note 2: This subsection is a civil penalty provision (see section 1317E).

Defence of reasonable steps

188(3)  

A person does not contravene subsection (1) or (2) in relation to a company's contravention of a corporate responsibility provision if the person shows that he or she took reasonable steps to ensure that the company complied with the provision.

[CCH Note: Act No 180 of 2012, s 3, Sch 7[1] contained the following application provision (which was effective 11 December 2012):

Application of amendments made by this Act

The amendments made by this Act apply in relation to an act or omission by a body corporate occurring on or after the day this Act commences.

]

 



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