There are new laws to regulate access to share registers. The changes to the Corporations Act took place on 13 December 2010.
How do you gain access to the register?
A company must allow anyone to inspect the register.
If the register is kept on a computer, then that person inspects the register by computer.
If the register is not kept on a computer, then that person inspects the register itself.
A member of a company, a registered option holder or registered debenture holder may inspect the register free of charge.
To gain a copy of the register, a person must make an application in the prescribed form to the company. That application will need to set out the name and address of the applicant.
It must state the purpose for which the applicant wishes to gain access to the company register.
The applicant must also pay any fee up to the prescribed amount that a company may require.
A company is required to provide a copy (or part of the register) within seven days of the application (assuming all other requirements are met).
The company may refuse to provide a copy of the company register if the reason for the application is for an improper purpose.
The following has been prescribed under the Corporations Regulations as improper purposes:
If the company register is kept on a computer, the company must give the copy in a prescribed form. That prescribed form is currently a delimited text file produced by a commercially available spreadsheet or database application and copied onto a CD-ROM or a USB portable memory device.
There is no requirement on the company to allow a person to see or to give a person a copy that contains share certificate numbers.
What if the applicant provides wrong information?
It is an offence under the law for an applicant to use information gained from a copy of the register for an improper purpose. It is also an offence for that person to disclose information knowing that the information is likely to be used for an improper purpose.
There may also be Criminal Code offences for providing false or misleading information or documents.
Lavan Legal note
Lavan Legal is supportive of these new laws in that it balances the needs of those who legitimately wish to seek access to registers, against those that use the registers for improper commercial gains.
To ensure that access is only granted for applications that meet the requirements set out under the law (and for companies to be able to provide the information within seven days of request), we suggest that companies develop guidelines for reviewing applications to obtain a copy of the company register.
For more information please contact Tony Chong, Partner on (08) 9288 6843 / tony.chong@lavanlegal.com.au or Linh Trinh, Associate on (08) 9288 6935 / linh.trinh@lavanlegal.com.au.
