Corporations Act - Australia

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name in the register is made;

      (c) the date of grant of the options;

      (d) the number and description of the shares or interests over which the options were granted;

      (e) either:

      (i) the period during which the options may be exercised; or

      (ii) the time at which the options may be exercised;

      (f) any event that must happen before the options can be exercised;

      (g) any consideration for the grant of the options;

      (h) any consideration for the exercise of the options or the method by which that consideration is to be determined.

      Because it is a register of the holders of options that are still exercisable, the register must be updated whenever options are exercised or expire.

      (2) Information about the grant of an option must be entered in the register within 14 days after the grant of the option.

      Copies of options documents

      (3) The company or scheme must keep with the register a copy of every document that grants an option over unissued shares or interests.

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

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

      (3B) Subsection (3) does not apply if the option is listed for quotation on a prescribed financial market.

      Note: A defendant bears an evidential burden in relation to the matter in subsection (3B), see subsection 13.3(3) of the Criminal Code.

      (4) The company or scheme must change the register to reflect the transfer of an option only if the person transferring the option gives the company or scheme written notice of the transfer.

      (5) A failure to comply with this section in relation to an option does not affect the option itself.

      171 Register of debenture holders

      (1) The register of debenture holders must contain the following information about each holder of a debenture:

      (a) the debenture holder’s name and address;

      (b) the amount of the debentures held.

      Note: See subsection 168(2) for the coverage of debenture.

      (2) A company’s failure to comply with this section in relation to a debenture does not affect the debenture itself.

      172 Location of registers

      (1) A register kept under this Chapter that relates to a company must be kept at:

      (a) the company’s registered office; or

      (b) the company’s principal place of business in this jurisdiction; or

      (c) a place in this jurisdiction (whether of the company or of someone else) where the work involved in maintaining the register is done; or

      (d) another place in this jurisdiction approved by ASIC.

      (1A) A register kept under this Chapter that relates to a registered scheme must be kept at:

      (a) the responsible entity’s registered office; or

      (b) an office at the responsible entity’s principal place of business in this jurisdiction; or

      (c) an office in this jurisdiction (whether of the responsible entity or of someone else) where the work involved in maintaining the register is done; or

      (d) another office in this jurisdiction approved by ASIC.

      Notice to ASIC

      (2) The company or scheme must lodge with ASIC a notice of the address at which the register is kept within 7 days after the register is:

      (a) established at an office that:

      (i) is not the registered office of the company or responsible entity; and

      (ii) is not at the principal place of business of the company or responsible entity in this jurisdiction; or

      (b) moved from one place to another.

      Notice is not required for moving the register between the registered office and the principal place of business in this jurisdiction.

      (3) An offence based on subsection (1), (1A) or (2) is an offence of strict liability.

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

      173 Right to inspect and get copies

      Right to inspect

      (1) A company or registered scheme must allow anyone to inspect a register kept under this Chapter. If the register is not kept on a computer, the person inspects the register itself. If the register is kept on a computer, the person inspects the register by computer.

      Note: Other provisions that are relevant to the inspection of registers are:

      · section 1300 (place and times for inspection)

      · section 1301 (the location of documents that are kept on computers)

      · section 1306 (form and evidentiary value).

      Inspection fees

      (2) A member of a company or a registered scheme, a registered option holder or a registered debenture holder may inspect a register kept under this Chapter without charge. Other people may inspect the register only on payment of any fee (up to the prescribed amount) required by the company or scheme.

      Right to get copies

      (3) The company or scheme must give a person a copy of the register (or a part of the register) within 7 days if the person:

      (a) makes an application to the company or registered scheme in accordance with subsection (3A); and

      (b) pays any fee (up to the prescribed amount) required by the company or scheme.

      ASIC may allow a longer period to comply with the request. If the register is kept on a computer, the company or registered scheme must give the copy to the person in the prescribed form.

      (3A) An application is in accordance with this subsection if:

      (a) the application states each purpose for which the person is accessing the copy; and

      (b) none of those purposes is a prescribed purpose; and

      (c) the application is in the prescribed form.

      Note: Sections 137.1 and 137.2 of the Criminal Code create offences for providing false or misleading information or documents.

      (4) A person has the same rights to inspect, and obtain copies of, thedocuments kept under subsection 170(3) as the person has in respect of the register of option holders itself.

      (5) The company is not required under subsection (1) or (3) to allow a person to see, or to give a person a copy that contains, share certificate numbers.

      ASIC power in relation to register of debenture holders

      (6) ASIC may exempt a company from complying with subsections (1) and (3) in relation to information in a register of debenture holders about debentures that are not convertible into shares or options over unissued shares.

      (7) The exemption:

      (a) must be in writing; and

      (b) may be general or limited; and

      (c) may be subject to conditions specified in the exemption.

      (8) ASIC must publish a copy of the exemption in the Gazette.

      (9) A person must not contravene a condition of the exemption.

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