Corporations Act. Australia
are issued according to this section, a court is not to make an order reversing the issue of the shares.
167AA Application of Part to company limited both by shares and by guarantee
(1) A company limited both by shares and by guarantee may change to one of the following types of companies under this Part:
(a) a proprietary company limited by shares;
(b) a public company limited by shares;
(c) a company limited by guarantee.
(2) This Part applies to the change with any modifications that are necessary.
Chapter 2C — Registers
Part 2C.1 — Registers generally
167A Who is covered by this Chapter
(1) This Chapter covers:
(a) all companies; and
(b) all registered schemes.
(2) A registered scheme’s responsible entity:
(a) must perform the obligations imposed under this Chapter in respect of the scheme; and
(b) may exercise the powers given by this Chapter in respect of the scheme.
168 Registers to be maintained
(1) A company or registered scheme must set up and maintain:
(a) a register of members (see section 169); and
(b) if the company or scheme grants options over unissued shares or interests — a register of option holders and copies of options documents (see section 170); and
(c) if the company issues debentures — a register of debenture holders (see section 171).
Note 1A: See also section 672DA (register of relevant interests in listed company or registered scheme).
Note 2: The registers may be kept on computer (see section 1306).
(1A) An offence based on subsection (1) is an offence of strict liability.
Note: For strict liability, see section 6.1 of the Criminal Code.
(2) For the purposes of this Chapter, choses in action (including an undertaking) that fall into one of the exceptions in paragraphs (a), (b), (e) and (f) of the definition of debenture in section 9 must also be entered into the register of debenture holders.
169 Register of members
General requirements
(1) The register of members must contain the following information about each member:
(a) the member’s name and address;
(b) the date on which the entry of the member’s name in the register is made.
Index to register
(2) If the company or scheme has more than 50 members, the company or scheme must include in the register an up‑to‑date index of members’ names. The index must be convenient to use and allow a member’s entry in the register to be readily found. A separate index need not be included if the register itself is kept in a form that operates effectively as an index.
Companies with share capital
(3) If the company has a share capital, the register must also show:
(a) the date on which every allotment of shares takes place; and
(b) the number of shares in each allotment; and
(c) the shares held by each member; and
(d) the class of shares; and
(e) the share numbers (if any), or share certificate numbers (if any), of the shares; and
(ea) the amount paid on the shares; and
(eb) whether or not the shares are fully paid; and
(f) the amount unpaid on the shares (if any).
Note 1: Transfers of shares are entered in the register under section 1071D. Section 1072E deals with the registration of trustees etc. on the death, incapacity or bankruptcy of the shareholder.
Note 2: For the treatment of joint holders see subsection (8).
(4) The register does not have to show the amount unpaid on the shares (see paragraph (1)(f)) if:
(a) all of the company’s shares were issued before 1 July 1998; and
(b) the register continues to show the par values of the shares as they were immediately before 1 July 1998.
(5) The register does not have to show the amount unpaid on the shares (see paragraph (1)(f)) if:
(a) all of the company’s shares were issued before 1 July 1998; and
(b) the company is not a listed company.
Non‑beneficial ownership — companies other than listed companies
(5A) The register of a company that:
(a) has a share capital; and
(b) is neither a listed company (within the meaning of section 603) nor a company covered by an order under section 707;
must indicate any shares that a member does not hold beneficially.
Note: See also section 1072H (in particular, subsection 1072H(8) which contains relevant presumptions about beneficial ownership).
(6) In deciding for the purposes of subsection (5A) whether a member holds shares beneficially or non‑beneficially, the company is to have regard only to information in notices given to the company under section 1072H, 672B or 672C.
Registered schemes
(6A) The register of a registered scheme must also show:
(a) the date on which every issue of interests takes place; and
(b) the number of interests in each issue; and
(c) the interests held by each member; and
(d) the class of interests; and
(e) the amount paid, or agreed to be considered as paid, on the interests.
Former members
(7) A register of members must also show:
(a) the name and details of each person who stopped being a member of the company or scheme within the last 7 years; and
(b) the date on which the person stopped being a member.
The company or scheme may keep these entries separately from the rest of the register.
Joint holders
(8) For the purposes of this section:
(a) 2 or more persons who jointly hold shares in the company or interests in the scheme are taken to be a single member of the company or scheme in relation to those shares or interests; and
(b) 2 or more persons who have given a guarantee jointly are taken to be a single member of the company.
They may also be members of the company or scheme because of shares or interests that they hold, or a guarantee that they have given, in their own right or jointly with others.
170 Register of option holders and copies of options documents
(1) The register of option holders must contain the following information about each holder of options over unissued shares in the company or unissued interests in the scheme:
(a) the option holder’s name and address;
(b) the date on which