What is a shareholder register
In Australia, all companies, including limited liability companies, are required to maintain a register of their shareholders. This register must contain an overview of the names of the company’s shareholders, the number of shares held, share classes, and the amount paid and unpaid on the shares.
If a company has multiple classes of shares, it should list them in the share register. The share register must contain information about the company’s members (or shareholders) and the number of shares of each class held by them. Share class codes are used to distinguish different types of share classes, such as ordinary shares (ORD), preference shares (PRF), and other specific types like employee shares (EMP), founder’s shares (FOU), life governor’s shares (LG), and management shares (MAN).
The shareholder register should be kept securely by the company, and it is common to have the shareholder register electronically.
What should a shareholder register contain?
A shareholder register should contain the following information:
- Shareholder details: Upon an individual or entity acquiring shares within the company, their complete name, whether as an individual or a corporate entity, along with the Australian Company Number (ACN), must be meticulously recorded in the shareholder register. In the case of jointly held shares, the names of all joint shareholders should be explicitly stated.
- Share classes: In the instance of a company having multiple classes of shares, the share register should explicitly outline them.
- Number of shares: The share register is obligated to document the precise number of shares held by each individual shareholder.
- Amount paid and unpaid: Transparency is paramount. The share register should provide a clear breakdown of the amount paid and unpaid for the shares held by each shareholder.
- Changes to shareholder details: The share register demands timely updates to reflect any alterations in member particulars. This includes changes stemming from share conversions, share buy-backs, and share cancellations.
- Access to the share register: Ensuring transparency and accessibility, any interested party possesses the right to peruse a copy of a company’s share register. Members are entitled to inspect the register without incurring charges, whereas external entities may be subject to a reasonable inspection fee, as outlined in Schedule 4 of the Corporations Regulations 2001 (Corporations).”
Who has access to the shareholder register?
In Australia, anyone can request access to a company’s shareholder register by providing their name, address, and the purpose of the request. The company must provide a copy within seven days. The share register, typically at the registered office, includes shareholder details. Shareholders can inspect it for free, but others may be charged.
Who is responsible for the shareholder register?
The board of directors bears the responsibility of maintaining the accuracy of the shareholder register. This register ought to be established promptly upon the company’s founding and diligently updated until the company undergoes dissolution.