Corporations Act 2001
An act done by a secretary is effective even if their appointment, or the continuance of their appointment, is invalid because the company or secretary did not comply with the company ' s constitution (if any) or any provision of this Act. 204E(2)
Subsection (1) does not deal with the question whether an effective act by a secretary:
(a) binds the company in its dealings with other people; or
(b) makes the company liable to another person.
Note: The kinds of acts that this section validates are those that are only legally effective if the person doing them is a secretary (for example, signing and sending out a notice of a meeting of directors if the company ' s constitution authorises the secretary to do so or signing a document to be lodged with ASIC). Sections 128 - 130 contain rules about the assumptions people are entitled to make when dealing with a company and its officers.
[ CCH Note: S 204E(2) will be amended by No 69 of 2020, s 3, Sch 1, by inserting " or the Registrar " after " ASIC " in the note, (effective 22 June 2022 or a day or days to be fixed by Proclamation).]