Company secretaries, and providers of registry services, regularly receive requests for access to their registers. Such requests may be perceived as a nuisance at the very least, and give rise to concerns over the motives of the requester.
Recent amendments to the Corporations Act and accompanying Regulations have tightened and updated the rules for access to member registers and the use of that information. The basic right of any person to access a company’s member register has not changed. However:
The amended legislation requires that persons requesting a copy of the register state each purpose for which the information is sought. If one of the purposes listed by the requester is a “prescribed purpose” then the company need not provide a copy of their register. Currently the “prescribed purposes” are:
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seeking a donation;
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solicitations by stockbrokers;
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obtaining information about a member’s personal wealth; and
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making an unsolicited offer to purchase financial products off-market.
If none of the purposes are “prescribed” then, unless the Company consents to another use, a person who obtains a copy of a register can still only use the information for purposes relevant to the holding of the interests recorded in the register, or the exercise of the rights attaching to them. For example, information in a register can be used by dissenting shareholders to communicate with fellow shareholders about a proposed scheme of arrangement, but someone wanting to promote an investment opportunity to a company’s shareholders could not use the register for that purpose without the company’s consent.
What will the changes mean in practice?
While the amendments only give companies a limited basis on which to refuse copies of registers, the greater focus on the purposes underlying a request may help companies in screening out inappropriate usage at an earlier stage.
More information
Any queries should be directed to:
Lis Boyce | Partner
T +61 2 8233 9566
F +61 2 8233 9555
E lis.boyce@dibbsbarker.com
