Corporations Act 2001
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);
(d) section 178A (change to proprietary company ' s member register);
(e) section 178C (change to proprietary company ' s share structure);
(ea) subsection 203AA(6) (notification of resignation day);
(f) section 205B (lodgement of notices with ASIC);
(g) section 254X (issue of shares);
(h) section 319 (lodgement of annual reports with ASIC);
(i) section 320 (lodgement of half-year reports with ASIC);
(j) section 346C (response to extract of particulars);
(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 ).
[ CCH Note: S 188(1) will be amended by No 69 of 2020, s 3, Sch 1[515], by substituting " the Registrar " for " ASIC " in para (f), (h) and (i) (effective 22 June 2022 or a day or days to be fixed by Proclamation).]
Each director of a proprietary company contravenes this subsection if:
(a) the proprietary company contravenes a corporate responsibility provision; and
(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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