THE CORPORATIONS LAW

CHAPTER 9 - MISCELLANEOUS

PART 9.1 - REGISTERS AND REGISTRATION OF DOCUMENTS

SECTION 1274   REGISTERS  

1274(1)  (Retention by Commission)  

The Commission shall, subject to this Law, keep such registers as it considers necessary in such form as it thinks fit.

1274(2)  (Inspection and production of records)  

A person may:

(a)  inspect any document lodged with the Commission, not being:

(iaa) a notice lodged under subsection 205D(3);

(i) an application under section 1279;

(ia) a document lodged under a provision of Chapter 7 (other than subsection 776(2B), section 1001B or Part 7.13) or Chapter 8;

(ii) a document lodged under section 1287 or 1288;

(iii) a document lodged under paragraph 1296(2)(b);

(iv) a report made or lodged under section 422, 438D, 452 or 533; or

(v) a document that has been destroyed or otherwise disposed of;

(b)  require a certificate of the registration of a company or any other certificate authorised by this Law to be given by the Commission; or

(c)  require a copy of or extract from any document that the person is entitled to inspect pursuant to paragraph (a) or any certificate referred to in paragraph (b) to be given, or given and certified, by the Commission.

1274(2A)  [Deemed lodgment]  

For the purposes of subsection (2), a document given to the Commission under subsection 776(2B) is taken to be a document lodged with the Commission.

1274(3)  [Inspection of reproduction or transparency]  

If a reproduction or transparency of a document or certificate is produced for inspection, a person is not entitled pursuant to paragraph (2)(a) to require the production of the original of that document or certificate.

1274(4)  [Production of reproduction or transparency of document or certificate]  

The reference in paragraph (2)(c) to a document or certificate includes, where a reproduction or transparency of that document or certificate has been incorporated with a register kept by the Commission, a reference to that reproduction or transparency and, where such a reproduction or transparency has been so incorporated, a person is not entitled pursuant to that paragraph to a copy of or extract from the original of that document or certificate.

1274(4A)  [No production required where information stored by device]  

A person is not entitled under paragraph (2)(a) to require the production of the original of a document or certificate if the Commission keeps by means of a mechanical, electronic or other device a record of information set out in the document or certificate and:

(a)  the Commission produces to the person for inspection a writing that sets out what purports to be the contents of the document or certificate; or

(b)  the Commission causes to be displayed for the person what purports to be the contents of the document or certificate and, as at the time of the displaying, the person has not asked for the production of a writing of the kind referred to in paragraph (a).

1274(4B)  [Request for copy or extract where information stored by device]  

Where:

(a)  a person makes under paragraph (2)(c) a requirement that relates to a document or certificate; and

(b)  the Commission keeps by means of a mechanical, electronic or other device a record of information set out in the document or certificate; and

(c)  pursuant to that requirement, the Commission gives a writing or document that sets out what purports to be the contents of:

(i) the whole of the document or certificate; or

(ii) a part of the document or certificate;

then, for the purposes of that paragraph, the Commission shall be taken to have given, pursuant to that requirement:

(d)  if subparagraph (c)(i) applies - a copy of the document or certificate; or

(e)  if subparagraph (c)(ii) applies - an extract from the document or certificate setting out that part of it.

1274(4C)  [Certification by Commission]  

Where:

(a)  the requirement referred to in paragraph (4B)(a) includes a requirement that the copy or extract be certified; and

(b)  pursuant to that requirement, the Commission gives a writing or document as mentioned in paragraph (4B)(c);

then:

(c)  the Commission may certify that the writing or document sets out the contents of the whole or part of the document or certificate, as the case requires; and

(d)  the writing or document is, in a proceeding in a court, admissible as prima facie evidence of the information contained in it.

1274(5)  [Validity of copy or extract]  

A copy of or extract from any document lodged with the Commission, and certified by the Commission, is, in any proceeding, admissible in evidence as of equal validity with the original document.

1274(6)  [Interpretation]  

The reference in subsection (5) to a document includes, where a reproduction or transparency of that document has been incorporated with a register kept by the Commission, a reference to that reproduction or transparency.

1274(7)  [ Prima facie evidence]  

In any proceeding:

(a)  a certificate by the Commission that, at a date or during a period specified in the certificate, no company was registered under this Law by a name specified in the certificate shall be received as prima facie evidence that at that date or during that period, as the case may be, no company was registered by that name under this Law; and

(b)  a certificate by the Commission that a requirement of this Law specified in the certificate:

(i) had or had not been complied with at a date or within a period specified in the certificate; or

(ii) had been complied with at a date specified in the certificate but not before that date;

shall be received as prima facie evidence of matters specified in the certificate; and

(c)  a certificate by the Commission that, during a period specified in the certificate, a particular company was registered, or taken to be registered, under this Law is to be received as prima facie evidence that, during that period, that company was registered under this Law.

1274(7A)  [Conclusive evidence]  

A certificate issued by ASIC stating that a company has been registered under the Corporations Law of any jurisdiction is conclusive evidence that:

(a)  all requirements of that Law for its registration have been complied with; and

(b)  the company was duly registered as a company under that Law on the date specified in the certificate.

1274(8)  [Commission may refuse to register]  

If the Commission is of opinion that a document submitted for lodgment:

(a)  contains matter contrary to law;

(b)  contains matter that, in a material particular, is false or misleading in the form or context in which it is included;

(c)  because of an omission or misdescription has not been duly completed;

(d)  contravenes this Law; or

(e)  contains an error, alteration or erasure;

the Commission may refuse to register or receive the document and may request:

(f)  that the document be appropriately amended or completed and resubmitted;

(g)  that a fresh document be submitted in its place; or

(h)  where the document has not been duly completed, that a supplementary document in the prescribed form be lodged.

1274(9)  [Additional information]  

The Commission may require a person who submits a document for lodgment to produce to the Commission such other document, or to furnish to the Commission such information, as the Commission thinks necessary in order to form an opinion whether it may refuse to receive or register the first-mentioned document.

1274(10)  [Disposal of records by Commission]  

The Commission may, if in the opinion of the Commission it is no longer necessary or desirable to retain them, destroy or dispose of:

(a)  in relation to a body corporate:

(i) any return of allotment of shares for cash that has been lodged for not less than 2 years;

(ii) any annual return or balance-sheet that has been lodged for not less than 7 years or any document creating or evidencing a charge, or the complete or partial satisfaction of a charge, where a memorandum of satisfaction of the charge has been registered for not less than 7 years; or

(iii) any other document (other than the constitution or any other document affecting it) that has been lodged or registered for not less than 15 years;

(b)  in relation to a body corporate that has been dissolved or deregistered for 15 years or more - any document lodged or registered; or

(c)  any document a transparency of which has been incorporated with a register kept by the Commission.

1274(11)  [Court may make order]  

If a body corporate or other person, having made default in complying with:

(a)  any provision of this Law or of any other law that requires the lodging in any manner of any return, account or other document or the giving of notice to the Commission of any matter; or

(b)  any request of the Commission to amend or complete and resubmit any document or to submit a fresh document;

fails to make good the default within 14 days after the service on the body or person of a notice requiring it to be done, a court may, on an application by any member or creditor of the body or by the Commission, make an order directing the body or any officer of the body or the person to make good the default within such time as is specified in the order.

1274(12)  [Costs of application]  

Any such order may provide that all costs of and incidental to the application shall be borne by the body or by any officers of the body responsible for the default or by the person.

1274(13)  [Contravention prohibited]  

A person shall not contravene an order made under subsection (11).

1274(14)  [Operation of laws imposing penalties]  

Nothing in this section prejudices the operation of any law imposing penalties on a body corporate or its officers or on another person in respect of a default mentioned in subsection (11).

1274(15)  [Commission may require information from persons on register]  

Where information about a person is included on a register kept by the Commission, the Commission may at any time, in writing, require that person to give the Commission specified information about the person, being information of the kind included on that register.

1274(16)  [Information specified by Commission must be provided]  

The person must provide the information within such reasonable period, and in such form, as are specified by the Commission.

1274(17)  [NCSC registers]  

Without limiting the generality of subsection (1), the Commission may use a register, or information obtained from a register, kept by the NCSC or by an authority of this jurisdiction, as the basis of a register to be kept by the Commission.

1274(18)  [Transitional]  

References in this Law to documents lodged, made or otherwise dealt with under a provision of this Law include references to documents lodged, made or otherwise dealt with under a corresponding provision of a previous law, to the extent that such documents have been incorporated in a register kept by the Commission.