The long-awaited restrictions on access to company registers
came into force today (13 December).
people wanting access to a company or registered scheme
register will have to disclose why they want access; and
companies and schemes will be able to refuse access if the
information is to be used for a banned purpose.
Regulations have been made setting out the list of banned
What registers does this apply to?
The new rules apply to registers kept under Ch 2C of the
register of members;
register of option holders;
register of debenture holders.
What's the new process?
Under the new rules a person who asks for access to a register
will have to give the company a statement of why he or she wants
If the company believes that that purpose is on the banned list, it
can refuse to provide access. The applicant would then have to take
the company or scheme to court and prove that the purpose was not
on the banned list.
It is a criminal offence to mislead the company about how the
applicant intends to use the information. If they then go on and
use the information for a banned purpose, they commit another
The new provisions may cause problems:
where it is unclear from the application whether or not the
applicant has a banned purpose;
where the company uses the banned purposes list to delay
granting access to the register (forcing the applicant to go to
What are the banned purposes?
The banned purposes are:
soliciting a donation from a member;
soliciting by a stockbroker;
gathering information about a member's personal
making an unsolicited offer (within the meaning of Part 7.9 Div
5A of the Corporations Act - otherwise known as a "low-ball
Are there other changes in relation to
Significant changes affect registers held on computers and the
charges for accessing registers.
Where a register is held on a computer, the company will no
longer be required to provide a free print-out. Instead, the
applicant will have to inspect the register on the computer or pay
for a print-out or electronic copy.
Until now, if a person asked for an electronic copy of a
register, the company did not have to supply it in a form which
could be manipulated by a computer program (to extract a mailing
list for example). The regulations now require that the copy be
provided as a delimited text file produced by a commercially
available spreadsheet or database application.
On the upside for companies, they will be able to charge higher
fees for hard copies of registers that are held on computer.
Since the AXA case in 2008, the general view has been that the
law only allows companies to charge $250. Under the new rules,
there will be a tiered fee structure: $250 as a base fee, plus 5
cents for every member between 5000 and 19999, and 1 cent for every
member over 19999.
When do the new rules start?
The restrictions on applications apply to applications made
after the commencement of the amendments. The restrictions on the
use of information obtained from registers apply to all information
obtained from registers, whether it was obtained before or after 13
We discuss whether certain clauses commonly found in ordinary commercial contracts could be considered to be penalties.
Some comments from our readers… “The articles are extremely timely and highly applicable” “I often find critical information not available elsewhere” “As in-house counsel, Mondaq’s service is of great value”
Register for Access and our Free Biweekly Alert for
This service is completely free. Access 250,000 archived articles from 100+ countries and get a personalised email twice a week covering developments (and yes, our lawyers like to think you’ve read our Disclaimer).