What is a Company Register?

Company registers, also referred to as corporate registers, are sets of documents that every company is required to have under the Corporations Act 2001 (Cth) (the Act).

These documents are sometimes referred to as the company’s ‘books and records’. Traditionally, company registers were large binder folders full of original documents. It is becoming more common for companies to maintain digital registers. While the format of company registers has changed over time, the content of the register remains the same.

When do I need a Company Register?

You must have a company register as soon as your company is incorporated, and it must be kept up to date throughout the life of the company.

What is the purpose of a Company Register?

Having an up-to-date register helps keep things clear, may prevent internal disputes, helps you keep on top of your legal obligations and reporting obligations to ASIC and shows potential investors that your business is well run.

How do I get a Company Register?

If you register your company directly through ASIC, you will need to create the company register yourself.

However, if you use an ASIC registered agent to register your company they will usually set up a company register on your behalf at the same time they incorporate the company as part of their service.

What Type of Documents are kept in Company Registers?

Member registers

A member register is a table that shows information about the people or entities who own shares (or other types of equity) in the company. In relation to shares in the company, the member register will include details of the:

  • names of the shareholders;
  • number and type of shares they hold;
  • amount paid for their shares; and
  • the date that shares were issued or transferred to them.

Applications for shares and share certificates

An application for shares is a form in which incoming shareholders apply for a specific number of shares at a specific price.

A share certificate is a document that certifies that a particular person or entity holds a particular number and type of shares in the company.

The corporate register should hold at least one application form and share certificate for each shareholder listed in the members register.

Company officer details

Each person who is appointed as a director or secretary of a company must confirm that they consent to act in that role. The company register must have:

  • Consent to act forms, signed by all the current directors or secretaries of the company; and
  • Resignation forms, signed by any past directors or secretaries of the company.

Minutes of meetings

Section 251A of the Act requires that companies keep records of:

  • The decisions made by directors and shareholders and the proceedings of any meetings where those decisions were made; and
  • Any resolutions passed by directors or shareholders.

These records or ‘minutes’ must be added to the company register within 1 month of the date of each meeting or resolution. The minutes of meetings should be signed by the chairperson of each meeting. Signed minutes can be taken as evidence of the proceedings and decisions made at the meeting.

Constitution

If a company has a constitution (companies may have a written constitution or simply be regulated by the ‘replaceable rules’ found in the Act), a copy should be kept in the company register.

Financial Records

Companies must keep written financial records, which:

  • Accurately record and explain the company’s transactions, financial position and performance; and
  • Would enable the preparation of true and fair financial statements.

Optional extras

Some companies will also keep the following documents in the company register:

  • Registers of their intellectual property or other business assets;
  • Template forms (such as blank share certificates or consent to act as director forms); and
  • A copy of the company’s shareholders agreement, if they have one (for ease of reference).

What are my legal obligations?

Chapter 2C of the Act sets out a number of rules about company registers. For example, companies are required to:

  • Ensure that the members’ register is accurate and up to date;
  • Ensure that the register is available for inspection at either the company’s registered office, place of business or other location approved by ASIC; and
  • Allow people to inspect parts of the corporate register in certain circumstances.

Often companies will appoint a company secretary who, amongst other things, ensures a company’s corporate register is kept up to date.

For more information on company secretaries, see our article here.

What if I do not comply with my legal obligations?

Not keeping your register up to date can carry significant penalties and consequences. For example, fabrication of minutes can carry an $18,000 fine and/or two years jail.

If your company goes into liquidation and you have not kept the register up to date, the liquidator can rely upon a statutory presumption that your company was insolvent from the time your company failed to maintain the register (even if it wasn’t). If company records are not maintained, the liquidator can file a request with ASIC for the company director to be prosecuted and the director may become personally liable for the company’s debts.

Company Registers – digital or hard copy?

You can keep a physical copy of the company register at your company’s registered office. Alternatively, you can keep a digital register, provided that the ‘matters recorded or stored will be capable, at any time, of being reproduced in a written format’ (i.e. printed out in a hard copy).

Who can access Company Registers?

  • The directors of a company have a right of access to books and records at any time.
  • A member of the company (i.e. a shareholder), a registered option holder or a registered debenture holder may inspect a register free of charge.
  • Anyone else who wishes to inspect the register may be charged a fee (up to a prescribed amount).
  • You must provide a copy of the register (or a part of the register) to any person who makes a valid application and pays any relevant fee within 7 days, however, ASIC may allow a longer period to comply with the request. You will not, however, be required to allow a person to see or have access to share certificate numbers.
  • If the register is kept on a computer, you must allow the person to inspect the register on the computer.

Key Takeaways:

  • It is compulsory for all companies to have a company register.
  • Get into good administrative habits early by keeping your company register up to date as changes in the company occur.
  • Not keeping an up to date register can carry significant fines and penalties.
  • Traditionally, company registers have been large binder folders but are now more commonly kept digitally.
  • You must provide a copy of the register (or a part of the register) to any person who makes a valid application.

Next Steps…

If you have any questions regarding company registers, please do not hesitate to get in contact with Morrissey Law & Advisory.

You can contact our specialists directly: Sally Bates s.bates@morrisseylaw.com.au & Georgia Marjoribanks g.marjoribanks@morrisseylaw.com.au.

Or use the contact links or chat box below to get in touch.

 


 

Morrissey Law + Advisory communications are only intended to provide commentary and general information as at the date of publication. They are for reference purposes only, do not constitute legal advice and should not be relied upon as such. Formal legal advice should always be obtained about particular transactions, contracts or matters of interest before taking any action based on this communication. Authors and contributors may not be admitted in all State and Territories.