NSW Company Secretary for NFP and FP

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Law Novice

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21 January 2020
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Are responsibilities of a company secretary exactly the same for non-profits and for-profits? If yes where does it say so? Thanks
 

Rob Legat - SBPL

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Do you mean the legal obligations under the Corporations Act? Yes they are. And it doesn't particularly say it anywhere as the Corporations Act doesn't draw a distinction between for profit and not for profit corporations as such.
 

Tim W

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The modern version of the Associations Incorporation Act 2009 (NSW) is written such that
the duties on members of the management body (in the language of the act, a "committee", s28)
of an association are very, very, like those of a director of a Corporation.
This is on purpose.

What's the back story here?
 

Law Novice

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21 January 2020
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Thanks Rob and Tim. Corporations Act regards Company Secretaries as Officers but ACNC seems to have watered down the importance of the role. ACNC seems to focus on Responsible Persons and CSs (unless also a director) are not RPs. I am not totally clear if this is so.
 

Tim W

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Did you have an actual question?
 

Law Novice

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21 January 2020
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Yes, the question is: Corporations Act regards Company Secretaries as Officers but ACNC seems to have watered down the importance of the role. ACNC seems to focus on Responsible Persons and Company Secretaries are not Responsible Persons (unless also a director). Is this correct?
 

Rod

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but ACNC seems to have watered down the importance of the role.
Not at all. They accept a wider people, but still those in some position of authority, as responsible people. This includes trustees and administrators.
 
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Tim W

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Are you asking because you're studying something,
(we call this a "homework question"), or
are you involved in some sort of dispute with an NFP/ NGO/ Club/ Association ?

You may get more useful information if you just ask us what you're really asking about.
 

Law Novice

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21 January 2020
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Not at all. They accept a wider people, but still those in some position of authority, as responsible people. This includes trustees and administrators.
Thanks, it is not any particular situation I faced prompting the question but just from a general feel since entering into NFP from 2012 after many years as company secretary in for-profits.