Corporations Act. Australia
An offence based on subsection (1), (3) or (9) is an offence of strict liability.
Note: For strict liability, see section 6.1 of the Criminal Code.
(10) On application by ASIC, the Court may order a person who contravenes a condition of the exemption to comply with the condition.
174 Agent’s obligations
(1) A person who agrees to maintain a register on behalf of a company or registered scheme for the purposes of this Chapter must:
(a) make the register available for inspection under this Chapter; and
(b) provide the copies required by this Chapter.
(2) An offence based on subsection (1) is an offence of strict liability.
Note: For strict liability, see section 6.1 of the Criminal Code.
175 Correction of registers
(1) A company or registered scheme or a person aggrieved may apply to the Court to have a register kept by the company or scheme under this Part corrected.
(2) If the Court orders the company or scheme to correct the register, it may also order the company or scheme to compensate a party to the application for loss or damage suffered.
(3) If:
(a) the Court orders a company or scheme to correct its register of members; and
(b) the company or scheme has lodged a list of its members with ASIC;
the company or scheme must lodge notice of the correction with ASIC.
Note: A proprietary company may also have to notify certain particulars under Part 2C.2 of this Chapter.
176 Evidentiary value of registers
In the absence of evidence to the contrary, a register kept under this Chapter is proof of the matters shown in the register under this Chapter.
177 Use of information on registers
(1) A person must not:
(a) use information about a person obtained from a register kept under this Chapter to contact or send material to the person; or
(b) disclose information of that kind knowing that the information is likely to be used to contact or send material to the person.
Note: An example of using information to send material to a person is putting a person’s name and address on a mailing list for advertising material.
(1AA) A person must not:
(a) use information obtained from a register kept under this Chapter for any purpose prescribed by regulations made for the purposes of paragraph 173(3A)(b); or
(b) disclose information of that kind knowing that the information is likely to be used for any such purpose.
(1A) Subsection (1) does not apply if the use or disclosure of the information is:
(a) relevant to the holding of the interests recorded in the register or the exercise of the rights attaching to them; or
(b) approved by the company or scheme.
Note: A defendant bears an evidential burden in relation to the matter in subsection (1A), see subsection 13.3(3) of the Criminal Code.
(1B) An offence based on subsection (1) or (1AA) is an offence of strict liability.
Note: For strict liability, see section 6.1 of the Criminal Code.
(2) A person who contravenes subsection (1) or (1AA) is liable to compensate anyone else who suffers loss or damage because of the contravention.
(3) A person who makes a profit from a contravention of subsection (1) or (1AA) owes a debt to the company or the scheme. The amount of the debt is the amount of the profit.
(4) If a person owes a debt under subsection (3) to the scheme:
(a) the debt may be recovered by the responsible entity as a debt due to it; and
(b) any amount paid or recovered in respect of the debt forms part of the scheme property.
178 Overseas branch registers
(1) A company may keep a branch register of members at a place outside Australia.
(2) If a company keeps an overseas branch register under subsection (1):
(a) the company must keep the branch register in the same manner as this Act requires the company to keep the register kept under section 169 (the principal register); and
(b) the company must enter in the principal register the details contained in the branch register; and
(c) the company must distinguish shares that are registered in the branch register from the shares registered in the principal register.
Part 2C.2 — Notice by proprietary companies of changes to member register
178A Notice of change to member register
(1) A proprietary company must notify ASIC within the time determined under section 178D and in the prescribed form, if:
(a) it is required to add or alter a particular in the register it maintains under section 169; and
(b) the particular is one required to be kept under any of the following:
(i) subsection 169(1) (name and address and date of entry of member’s name into register);
(ii) paragraph 169(3)(b) (number of shares in each allotment to the member);
(iii) paragraph 169(3)(c) (the number of shares held by the member);
(iv) paragraph 169(3)(d) (the class of shares held by the member);
(v) paragraph 169(3)(ea) (the amount paid on the member’s shares);
(vi) paragraph 169(3)(eb) (whether the member’s shares are fully paid);
(vii) paragraph 169(3)(f) (the amount unpaid, if any, on the member’s shares);
(viii) subsection 169(5A) (statement whether any of the member’s shares are held beneficially).
(2) An offence based on subsection (1) is an offence of strict liability.
Note: For strict liability, see section 6.1 of the Criminal Code.
178B Top 20 only
If a proprietary company has more than 20 members, the company is only required to notify additions or alterations of particulars under section 178A that relate to a person who is, or as a result of the addition or alteration will become, a top 20 member of a class of the company.
Note: See also section 107.
178C Notice of change to share structure
(1) A proprietary company that is required to notify ASIC under section 178A of an addition or alteration must also notify ASIC, at the same time, of any of the following details in relation to the company that are different from the details previously notified to ASIC:
(a) the total number of the company’s shares on issue;
(b) the classes into which the shares are divided;
(c) for each class issued:
(i) the total number of shares for the class;
(ii) the total amount paid up for the class;
(iii) the total amount unpaid for the class.
(2) An offence based on subsection (1) is an offence of strict liability.