What the law actually requires of your share register

Every Australian company must keep a register of members. Most founders treat it as a spreadsheet that gets tidied before a raise. It is a statutory record with prescribed contents, a prescribed location, public inspection rights, a reporting obligation to ASIC with a deadline, and a restriction on what you may do with the information in it.

None of that is onerous if the register is maintained as you go. All of it is painful if it is reconstructed two years later during due diligence, which is when most companies discover what it should have contained.

What has to be in it

Section 168 requires a company to keep a register of members. Section 169 sets out what it must contain. In practice that means, for every member:

• Name and address. A postal address such as a PO Box is acceptable.
• The date the member's name was entered on the register.
• The shares they hold.
• Whether any of those shares are held non-beneficially — by a trustee, nominee or executor.

And for the shares themselves: the date of each allotment, the number of shares in each allotment, the class, the share or certificate numbers, and whether they are fully paid, including amounts paid and unpaid.

The detail founders most often lose is the allotment-level history. A register that shows current holdings but not when each parcel was issued, at what price, and in which class cannot answer the questions an acquirer or a new investor will ask, and cannot be rebuilt from a bank statement.

Where it has to be kept

In Australia, at the registered office, the principal place of business, or an ASIC-approved share registry. Records of changes in shareholdings, and of members coming and going, should go back seven years.

Anyone can ask for a copy, and you have seven days

Not a PDF, not a printout. A searchable spreadsheet, to anyone who asks, in a week. Most founders assume their shareholder list is private. It is not, and the practical consequence is that your register should be in a state you would be content to export on request at any time.

There is a limit on what the recipient may then do with it. Section 177 prohibits using information in the register to contact or send material to members unless the use is relevant to the holding recorded in the register or to the rights attaching to it, or the company approves it. So the register is open, but it is not a marketing list.

28 days, and it is a strict liability offence

A proprietary company must notify ASIC of changes to its member register — under section 178A, in the prescribed form, within the time set by section 178D. In practice that is 28 days from the effective date of the change, lodged on Form 484, and late lodgement attracts a fee that rises the longer it is left. An offence against section 178A is one of strict liability, which means not intending it is not a defence.

Where registers go wrong

A register that can be produced on request

CatenaHQ keeps the register at allotment level: every parcel with its date, class, price, certificate number and paid status, beneficial and non-beneficial holdings distinguished, options tracked separately from issued shares, and transfers carrying the instrument that moved them. The cap table is a view of that record rather than a second copy of it.

Which means the s173 question — produce a searchable copy within seven days — is an export rather than a project.

More on Australian equity

Keeping the register itself in the form the Act requires is what the cap table and share register module is for.

All of the CatenaHQ guides are written the same way: from the Act and the regulations, with the section numbers shown.