THE CORPORATIONS LAW

CHAPTER 2C - REGISTERS

SECTION 169   REGISTER OF MEMBERS  

169(1)  General requirements.  

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.

169(2)  Index to register.  

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.

169(3)  Companies with share capital.  

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

(f)  the amount unpaid on the shares (if any).

Note 1:

Transfers of shares are entered in the register under section 1092. Section 1091C 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).

169(4)  [Amount unpaid]  

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 Schedule 2 of the Company Law Review Act 1997 commenced; and

(b)  the register continues to show the par values of the shares as they were immediately before that commencement.

*169(5)  [Amount unpaid]  

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 Schedule 5 of the Company Law Review Act 1998 commenced; and

(b)  the register continues to show amount of unpaid par value for the shares as they were immediately before that commencement.

*169(5)  Non-beneficial ownership - companies other than listed companies.  

The register of a company that:

(a)  has a share capital; and

(b)  is not a listed company;

must indicate any shares that a member does not hold beneficially.

Note:

See also section 1096A (in particular, subsection 1096A(9) which contains relevant presumptions about beneficial ownership).

169(6)  [How beneficial ownership to be decided]  

In deciding for the purposes of subsection (5) 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 1096A, 672B or 672C.

169(6A)  Registered schemes.  

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.

169(7)  Former members.  

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.

169(8)  Joint holders.  

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.




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