Keep track of your business: what's in a Company Register?

In Australia, maintaining accurate and up-to-date company registers is not just a legal obligation but a crucial aspect of corporate governance.

Whether you're a startup founder, a business owner, or a legal professional, understanding the intricacies of these requirements is essential for ensuring compliance and avoiding potential penalties, as well as being business sale ready.

This article explores the key aspects of company register requirements in Australia, from the types of records you need to maintain to the best practices for keeping them current.

1 - Register of Members (Shareholders)

a) Each member’s:

·       Name;

·       Address; and

·       Date on which the member’s name was entered in the register.

·       Details of any person who holds a relevant interest in shares, if applicable. 

b) Details of share capital

·       The date on which every allotment of shares take place;

·       The number of shares in each allotment;

·       The shares held by each member and the class of shares;

·       The share numbers (if any) or share certificate numbers (if any) of the shares; and

·       Whether the shares are fully paid, and the amount paid and unpaid (if any) on the shares.

·       Note any shares that a member does not hold beneficially.

c) Former members:

·       Details of former members within the last 7 years (name and details and the date which they stopped being a member).

2. Register of Directors and Secretaries

• Names, addresses, and other personal details of each director and company secretary.
• Date of appointment and resignation of each director and secretary.
• Details of any changes in directorship or secretarial positions.
• Consents to Act
• Resignation letters

3. Register of Charges (if applicable)

• Details of any charges or mortgages over company assets.
• Description of the assets charged.
• Details of the chargee (person/entity in whose favour the charge is created).
• Date and nature of the charge.

4. Register of Option Holders

• Terms and conditions of the options.
• Option holder’s name and address;
• The date of entry into the register;
• The date of grant of the options;
• The number and description of the underlying shares;
• The exercise period;
• Preconditions to exercising the options;
• Consideration for the grant of the options; and
• Consideration for the exercise of the options.
• Copies of the option documents must be kept with register, unless the option is listed on a securities exchange.

5. Register of Debenture Holders (if applicable)

• Names and addresses of debenture holders.
• Details - including the amount - of debentures issued by the company.

6. Minutes of Meetings

• Resolutions passed without meetings (circulating resolutions).
• Proceedings and resolutions of director’s meetings.
• Resolutions passed by directors without a meeting.
• If the company is a proprietary company with only one director, the making of declarations by the director.
• Proceedings and resolutions of meetings of the company’s members.
• Resolutions passed by members of a proprietary company without a meeting.
• A record passed other than at a general meeting.

7. Financial Records

• Records that correctly record and explain the company's financial position and performance.
• Statements of financial position and performance.
• Records to allow true and fair financial statements to be prepared and audited if required.

8. Share Certificates and Transfers

• Details of issued share certificates.
• Record of share transfers and details of transferees.

10. ASIC Forms and Records

• Copies of all forms lodged with the Australian Securities and Investments Commission (ASIC), such as annual returns, change of officeholders, and change of registered office address.

11. Constitution and Other Key Documents

• A copy of the company's constitution (if any) / incorporation documents.
• Copies of any shareholders' agreements or other key agreements affecting the company.

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