How To Find Out Who Owns Shares In A Company

Company shareholders

A fellow member of a company is often called a shareholder. Members of a visitor have certain rights and responsibilities.

• What is a member?
• What is the role of a member?
• Becoming a fellow member of a visitor
• Notifying ASIC most changes to member and share structure details
• Accessing company information

What is a member?

A member of a visitor must be a person (eastward.g. John Citizen), a body corporate (e.g. XYZ Company Pty Ltd), or a trunk politic (eastward.chiliad. Land of Queensland). A member is an entity that can own holding, sue or be sued. A business name is not a legal entity and therefore cannot exist a member. Estates and trusts cannot hold shares in their own right – they must nominate an executor or a trustee.

The Corporations Act 2001 (Corporations Act) does not specify a minimum historic period for a member of a company. Yet, a company may make its ain determination regarding a minimum historic period for a fellow member.

All companies must have at least one member. Proprietary companies must have no more than fifty members that aren't employees of the company. There is no limit on the number of members of a public company. ASIC may employ to a court to have a company wound up if it does not have any members.

What is the role of a fellow member?

The members of a visitor own the visitor, but the company has a separate legal existence and the company'southward avails vest to the company.

Equally a member you are not liable (in your capacity as a member) for the visitor's debts. Your only financial obligation is to pay the visitor whatever corporeality unpaid on your shares if yous are chosen on to do so. If the visitor is not a visitor limited by shares, in some circumstances members may have to contribute to the costs of winding upward the company (and any incidental costs).

You can make decisions about the company past passing resolutions, ordinarily at a meeting: encounter 'Meetings' below.

Condign a member of a company

In that location are a number of means you can become a member of a company. You tin can:

• be listed as a member at the time of registration of the company. Y'all must have given your written consent to exist a member earlier the application for registration is made. The names and addresses of all persons who have consented to be members class part of the application for registration equally an Australian company

• agree to become a member of a visitor that is already registered with us. After you have given written consent and your proper noun is entered on the register of members, the company is responsible for notifying us of changes to the annals of members, or

• already be a fellow member of a company limited by guarantee when information technology converts to a visitor express past shares.

Notifying ASIC about changes to member and share structure details

Proprietary companies and public companies have dissimilar responsibilities for notifying us about changes:

• Proprietary companies must tell us of any changes to member details and the share structure, including the upshot or cancellation of shares and share conversion or division.

• Public companies are but required to tell the states of changes to the share structure, including the issue or cancellation of shares and share conversion or division. They are not required to tell the states of changes to member details.

Accessing company information

Share annals

The share annals is usually held at the company's registered office and contains the name and address of each fellow member, the number of shares held, share classes and the amount paid and unpaid on the shares.

Anyone has a right to audit a copy of a visitor's share register. As a fellow member, you may inspect the register gratis of charge. However, the visitor may accuse other people to inspect the register. The inspection fee is set up out in Sch 4 of the Corporations Regulations 2001 (Corporations Regulations).

Anyone has a correct to request a copy of a visitor's share register. A company must provide a copy of the register to you inside 7 days of yous requesting the copy. The maximum fee for supplying a copy of the register is ready out in Sch iv of the Corporations Regulations.

When requesting a copy, you must provide your name, accost and the purpose of your request. You cannot obtain a re-create of a register for an improper purpose, such as:

• soliciting a donation from a member

• soliciting a member of a company as a stockbroker or sharebroker

• gathering information about the personal wealth of a member, or

• making an unsolicited offering to buy financial products such equally shares or units off-market place

• if the company keeps the annals on a computer, the company must provide the re-create in the format set out in Office 2C.1 of the Corporations Regulations.

Visitor constitution

If you are a member, the company must send a copy of its constitution to you inside seven days of y'all making a written request. The visitor may accuse the fee for this service set out in Sch iv of the Corporations Regulations.

Any changes to the constitution of a public company must be made by a special resolution: see 'Voting' beneath. A re-create of the resolution must be lodged with u.s. within 14 days of the special resolution being passed.

Financial statements of the company

Members with at to the lowest degree 5% of the votes in a small proprietary company or a small visitor limited by guarantee may give a direction to the visitor to:

• set up a financial report and directors written report for a financial twelvemonth, and

• send them to all members.

The direction must be:

• signed by the members giving the direction, and

• made no later than 12 months after the end of the fiscal yr concerned.

The management may specify all or any of the post-obit:

• that the financial report does not have to comply with some or all of the bookkeeping standards

• that a directors' report or a part of that report need not be prepared, and

• that the financial report is to be audited.

Unless a member specifically requests not to receive the report, public companies must prepare and send a copy of their financial accounts to all members at least 21 days earlier the almanac general coming together and within four months of the end of the financial year. Fiscal reports may be made available on a website and hard copies supplied only to members that request one. Alternatively, the company can keep to distribute difficult re-create reports to members.

Minutes

A company must go on a written record (minutes) of the members' resolutions and meetings. Members are entitled to inspect, free of charge, the minute books of a company at its registered function address or principal identify of business. Nonetheless, if a member requests a copy of minutes, the company may charge the fee for this service ready out in Sch 4 of the Corporations Regulations.

Dividends

Some companies pay dividends to their shareholders. Directors may determine by what method a dividend is payable. The method of payment may include the payment of cash, the effect of shares, the granting of options and the transfer of assets. The company'south constitution may detail an agreed method of payment for a dividend, including by electronic transfer, cash or cheque. If the method in the constitution is not adhered to this is a contractual matter between yourself and the company.

Meetings

Meetings may be held regularly or to resolve specific questions most the management or business organization of the company. The process to be followed in calling meetings, conducting meetings, and voting at meetings is in Pt 2G.ii of the Corporations Act.

A proprietary visitor can laissez passer a resolution without a concrete meeting being held, if all members entitled to vote on the resolution sign a certificate stating that they are in favour of the resolution. This does not utilize to a resolution to remove a company auditor.

How is a meeting of members called?

Company directors have the power to telephone call meetings of all members or meetings of only those members who hold a particular class of share (a visitor may have dissimilar classes of shares to which different rights and restrictions are attached).

Members who concur at to the lowest degree five% of the votes that may be cast at a full general meeting of the company have the power to:

• call and hold a coming together themselves, or

• require the directors to call and concord a coming together.

What is a quorum?

A quorum is the minimum number of members required to be nowadays to legally transact business. For a coming together of company members, a quorum of at least ii members must be present for the full coming together (unless otherwise specified in the company's constitution).

Voting

Different classes of shares may take different rights to vote at meetings of members. Unless specified past the company'southward constitution, each member has one vote in a show of hands and, in a poll, each member has one vote for each share held.

If a company has just 1 fellow member, that fellow member may laissez passer a resolution by recording and signing their decision.

A member of a company that is entitled to attend and cast a vote at a meeting of members may engage a person as their proxy to nourish and vote for them at the meeting. If you do something by proxy, you lot appoint someone else to practise it on your behalf.

An ordinary resolution must be passed by a majority (normally, more than fifty%) of the votes bandage by members entitled to vote on the resolution and who vote at the meeting in person or past proxy (if proxies are allowed).

A special resolution must be passed by at to the lowest degree 75% of the votes cast by members entitled to vote on the resolution and who vote at the coming together in person or past proxy (if proxies are immune).

Related links

• Your company and the law

This is Data Sheet 47 ( INFO 47 ), reissued in February 2014. Data sheets provide concise guidance on a specific process or compliance issue or an overview of detailed guidance.

Source: https://asic.gov.au/for-business/running-a-company/company-shareholders/

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