The Corporations Amendment (No. 1) Act 2010 and
Corporations Regulations 2010 (No. 10) commenced on
Monday, 13 December 2010.
One of the reasons for the amendments is to restrict the use of
company members' registers to make unsolicited offers to buy a
member's shares off-market and under value.
The Corporations Act 2001
("Act") and Corporations
Regulations 2001 ("Regulations")
have now been amended so that:
If a person requests to inspect the company's members'
register, and the register is kept on computer, then the inspection
must be of the computer records. Formerly, companies whose
registers were kept on computer were still required to provide hard
copies for members to inspect, which was expensive for companies
with large registers.
Under new section 173(3A) of the Act, a person who requests
copies of a company's members' register must provide an
application to the company which:
- states each purpose for which the person is accessing the
- is not for a "proscribed purpose"; and
- is in the "prescribed form"1.
2. Prescribed purpose
A person cannot request a copy of the company's members'
register if the purpose is for a "proscribed purpose".
Under new Regulation 2C.1.03, the purpose of the request can't
soliciting a donation from a member of the company;
soliciting a member of a company by a person who is authorised
to assume or use the word stockbroker or sharebroker;
gathering information about the personal wealth of a member of
the company; or
making an unsolicited offer to purchase financial products
3. Prescribed form
A person must make their application for copies in the
"prescribed form". As well as complying with section
173(3A) and stating each purpose for which the person is accessing
the copy, the person must also provide their name and address in
A company that receives a complying application must provide the
copy within 7 days. If the register is kept on computer the company
must provide the copy of the register "as a delimited text
produced by a commercially available spreadsheet or database
copied onto a CD-ROM or a USB portable memory
Inspection of a company's members' register is without
charge for members. However there is now a three-tiered prescribed
fee payable by persons (whether members or any other person)
requesting a copy of the company members' register, which must
be paid before the company is obliged to provide copies of the
company register. The fees5 are:
Up to 5,000 members - $250
Between 5,000 and 19,999 members - $250 plus $0.05 for each
member in excess of 5,000; and
20,000 or more members - $250 plus $0.01 for each of the 20,000
or more members.
Company secretaries should familiarise themselves with the new
regulations, particularly where takeovers may be on the horizon for
1 Section 173(3A) of the Act
2 Covered by Division 5A of Part 7.9 of the
3 Regulation 2C.1.04
4 Regulation 2C.1.02
5 Set out in Schedule 4, Item IAA Corporations Regulation
The content of this article is intended to provide a general
guide to the subject matter. Specialist advice should be sought
about your specific circumstances.
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This decision highlights the importance of clearly expressing when a party intends to be bound by an agreement.
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