Corporations Act 2001

CHAPTER 9 - MISCELLANEOUS  

PART 9.3 - BOOKS  

SECTION 1300   INSPECTION OF BOOKS  

1300(1)    
A book that is by this Act required to be available for inspection must, subject to and in accordance with this Act, be available for inspection at the place where, in accordance with this Act, it is kept and at all times when the registered office in this jurisdiction of the body corporate concerned is required to be open to the public.

1300(2)    
If any register kept by a company or a foreign company for the purposes of this Act is kept at a place other than the registered office of the company or foreign company, that place must be open to permit the register to be inspected during the same hours as those during which the registered office of the company or foreign company is required to be open to the public.

1300(2A)    
If a person asks a proprietary company in writing to inspect a particular book of the company that the person has a right to inspect, the company must make it available within 7 days, for inspection by the person at the place where it is required to be kept.

Note: This section applies to a CCIV as if the CCIV were a proprietary company: see section 1242B .

1300(2B)    

An offence based on subsection (2A) is an offence of strict liability.

Note: For strict liability , see section 6.1 of the Criminal Code .

1300(3)    
A person permitted by this Act (other than section 70-30 of Schedule 2 ) to inspect a book may make copies of, or take extracts from, the book and any person who refuses or fails to allow a person so permitted to make a copy of, or take an extract from, the book is guilty of an offence.

Note: Section 70-30 of Schedule 2 is about books relating to an external administration.

1300(4)    

An offence based on subsection (3) is an offence of strict liability.

Note: For strict liability , see section 6.1 of the Criminal Code .

Books relating to notified foreign passport funds

1300(5)    
Subsection (1) does not apply in relation to the books of the operator of a notified foreign passport fund that relate to the fund, or the books of a notified foreign passport fund.

1300(6)    
If a book of that kind is by this Act required to be available for inspection, it must, subject to and in accordance with this Act, be available for inspection:

(a) at the registered office in this jurisdiction of the operator of the fund; and

(b) at all times when that office is open to the public.

SECTION 1301   LOCATION OF BOOKS ON COMPUTERS  

1301(1)    
This section applies if:

(a)    

a corporation records, otherwise than in writing, matters (the stored matters ) this Act requires to be contained in a book; and

(b)    

the record of the stored matters is kept at a place (the place of storage ) other than the place (the place of inspection ) where the book is, apart from this section, required to be kept; and

(c)    at the place of inspection means are provided by which the stored matters are made available for inspection in written form; and

(d)    the corporation has lodged a notice:

(i) stating that this section is to apply in respect of:

(A) except where sub-subparagraph (B) applies - the book; or

(B) if the stored matters are only some of the information that is required to be contained in the book - the book and matters that are of the same kind as the stored matters; and

(ii) specifying the situation of the place of storage and the place of inspection.

1301(2)    
Subject to subsection (4) , the corporation is taken to have complied with the requirements of this Act as to the location of the book, but only in so far as the book is required to contain the stored matters.

1301(3)    
Subject to subsection (4) , for the purposes of the application of subsection 1085(3) and section 1300 in relation to the corporation and the book, the book is taken to be kept at the place of inspection, even though the record of the stored matters is kept at the place of storage.

1301(4)    
If:

(a)    the situation of the place of storage or the place of inspection changes; and

(b)    the corporation does not lodge notice of the change within 14 days after the change;

this section, as it applies to the corporation because of the lodging of the notice referred to in paragraph (1)(d) , ceases to so apply at the end of that period of 14 days.

SECTION 1302  

1302   LOCATION OF REGISTERS  
(Repealed by No 96 of 2010, s 3, Sch 1, Pt 2 [ 26] (effective 30 January 2012).)

SECTION 1303  

1303   COURT MAY COMPEL COMPLIANCE  
If any person in contravention of this Act refuses to permit the inspection of any book or to supply a copy of any book, the Court may by order compel an immediate inspection of the book or order the copy to be supplied.

SECTION 1304   TRANSLATIONS OF INSTRUMENTS  

1304(1)    
Where under this Act a person is required to lodge an instrument or a certified copy of an instrument and the instrument is not written in English, the person must lodge at the same time a certified translation of the instrument into English.

1304(2)    
Where under this Act a body corporate is required to make an instrument available for inspection and the instrument is not written in English, the body corporate must keep at its registered office or, if it does not have a registered office, at its principal office in this jurisdiction, a certified translation of the instrument into English.

1304(3)    
In this section, instrument includes any certificate, contract or other document.

SECTION 1305   ADMISSIBILITY OF BOOKS IN EVIDENCE  

1305(1)   [ Prima facie evidence]  

A book kept by a body corporate under a requirement of this Act is admissible in evidence in any proceeding and is prima facie evidence of any matter stated or recorded in the book.

1305(2)   [ Documents]  

A document purporting to be a book kept by a body corporate is, unless the contrary is proved, taken to be a book kept as mentioned in subsection (1).

SECTION 1306   FORM AND EVIDENTIARY VALUE OF BOOKS  

1306(1)   [ Method of keeping]  

A book that is required by this Act to be kept or prepared may be kept or prepared:

(a) by making entries in a bound or looseleaf book; or

(b) by recording or storing the matters concerned by means of a mechanical, electronic or other device; or

(c) in any other manner approved by ASIC.

1306(2)   [ Conditions of authorisation]  

Subsection (1) does not authorise a book to be kept or prepared by a mechanical, electronic or other device unless:

(a) the matters recorded or stored will be capable, at any time, of being reproduced in a written form; or

(b) a reproduction of those matters is kept in a written form approved by ASIC.

1306(3)   [ Precautions to be taken]  

A corporation must take all reasonable precautions, including such precautions (if any) as are prescribed, for guarding against damage to, destruction of or falsification of or in, and for discovery of falsification of or in, any book or part of a book required by this Act to be kept or prepared by the corporation.

1306(4)   [ Duty to make matters available for inspection]  

Where a corporation records or stores any matters by means of a mechanical, electronic or other device, any duty imposed by this Act to make a book containing those matters available for inspection or to provide copies of the whole or a part of a book containing those matters is to be construed as a duty to make the matters available for inspection in written form or to provide a document containing a clear reproduction in writing of the whole or part of them, as the case may be.

1306(4A)   [ Regulations]  

The regulations may provide for how up to date the information contained in an instrument prepared for the purposes of subsection (4) must be.

1306(5)   [ Electronic, etc, storage]  

If:

(a) because of this Act, a book that this Act requires to be kept or prepared is prima facie evidence of a matter; and

(b) the book, or a part of the book, is kept or prepared by recording or storing matters (including that matter) by means of a mechanical, electronic or other device;

a written reproduction of that matter as so recorded or stored is prima facie evidence of that matter.

1306(6)   [ Deemed reproduction]  

A writing that purports to reproduce a matter recorded or stored by means of a mechanical, electronic or other device is, unless the contrary is established, taken to be a reproduction of that matter.

SECTION 1307   FALSIFICATION OF BOOKS  

1307(1)    

An officer, former officer, employee, former employee, member or former member of a company who engages in conduct that results in the concealment, destruction, mutilation or falsification of any securities of or belonging to the company or any books affecting or relating to affairs of the company is guilty of an offence.

Note: This subsection applies in relation to CCIVs with modifications: see section 1242C .

1307(2)    
Where matter that is used or intended to be used in connection with the keeping of any books affecting or relating to affairs of a company is recorded or stored in an illegible form by means of a mechanical device, an electronic device or any other device, a person who:

(a)    records or stores by means of that device matter that the person knows to be false or misleading in a material particular; or

(b)    

engages in conduct that results in the destruction, removal or falsification of matter that is recorded or stored by means of that device, or has been prepared for the purpose of being recorded or stored, or for use in compiling or recovering other matter to be recorded or stored by means of that device; or

(c)    having a duty to record or store matter by means of that device, fails to record or store the matter by means of that device:

(i) with intent to falsify any entry made or intended to be compiled, wholly or in part, from matter so recorded or stored; or

(ii) knowing that the failure so to record or store the matter will render false or misleading in a material particular other matter so recorded or stored;

contravenes this subsection.

1307(3)    
It is a defence to a charge arising under subsection (1) or (2) if the defendant proves that he, she or it acted honestly and that in all the circumstances the act or omission constituting the offence should be excused.

Note: A defendant bears a legal burden in relation to the matter mentioned in subsection (3) , see section 13.4 of the Criminal Code .

1307(4)    
(Repealed by No 103 of 2004, s 3, Sch 9 [ 78].)