How to Set Up a Corporate Register in Australia: Step-by-Step Guide

How to Set Up a Corporate Register in Australia: Step-by-Step Guide

Setting up a company in Australia is the easy part. You lodge the application with ASIC, pay the fee, and you're registered in minutes. What most founders, CFOs, and Company Secretaries don't realise is that the real compliance obligation starts the moment the company exists — and a significant chunk of it lives in something called the corporate register .

If you've ever been asked "where's the share register?" or "can you send me the member details?" and fumbled for a spreadsheet buried in a shared drive, this guide is for you.

We'll walk through exactly what a corporate register is, what the law requires, how to set one up properly, and how to keep it current as your structure grows.

A corporate register (also called a company register or statutory register) is the official record of a company's membership, shareholding, and key appointments. It is a legal requirement under the [Corporations Act 2001 (Cth) ](https://www.legislation.gov.au/Details/C2024C00126) — not optional, not best practice, but law.

At its core, a corporate register answers three questions:

Who owns the company? (members and their shareholdings) Who runs the company? (directors and officers) How is the company structured? (share classes, issued capital, charges) ASIC maintains the public facing national business register, but each company is also required to maintain its own internal registers under sections 168–172 of the Corporations Act. These are separate, must be kept current, and must be available for inspection on request.

Under the Corporations Act, most companies are required to maintain the following registers:

1. Register of Members The most critical register. Must include:

Full name and address of each member (shareholder) Number and class of shares held Amount paid and unpaid on each share Date each person became (and ceased to be) a member Any share transfer history 2. Register of Directors and Secretaries Must include for each current and former director/secretary:

Full name Date of birth Address (residential or service address) Date of appointment Date of cessation (if applicable) Other directorships held 3. Register of Director Shareholdings and Debentures Tracks shares and debentures held by each director (and their associates) in the company and related bodies corporate. Required under sections 221–228.

4. Register of Charges (if applicable) If your company has granted a charge over its assets (e.g. a bank security interest), it must be registered. ASIC also maintains a public Personal Property Securities Register (PPSR) — your internal record should align with it.

5. Minutes Book Not technically a "register" but equally required. Minutes of all directors' meetings, committee meetings, and general meetings must be recorded and retained for at least 7 years.

Section 168 — Duty to maintain registers Section 169 — Contents of the register of members Section 173 — Right to inspect registers Section 179 — Where registers must be kept Section 1307 — Penalties for failing to maintain registers (up to $1,100 fine per offence) The Act also requires that registers be available for inspection by any member (free of charge) and by any person (for a fee), generally during business hours at the registered office or principal place of business.

Step by Step: Setting Up a Corporate Register

Step 1: Gather Your Incorporation Documents

Before you can build the register, you need the source of truth:

ASIC company registration confirmation (ACN, ABN, registered date) Certificate of incorporation (or extract from ASIC Connect) Constitution (if one was adopted; if not, the replaceable rules apply) Share allocation at incorporation — who got what, at what price These documents tell you the starting state of the company: initial members, initial directors, initial share structure.

Open a new register entry for each initial shareholder:

Field Example Full legal name Sarah Jane Thompson Residential/registered address 22 Beach Road, Noosa QLD 4567 Share class Ordinary Number of shares 500,000 Amount paid per share $0.001 Amount unpaid Nil Date became member 12 March 2024

Repeat for every shareholder. If there are joint holders, record all names and designate which name is primary.

Step 3: Set Up Your Register of Directors and Secretaries

Field Example Full legal name James Michael Carver Date of birth 15 June 1978 Service address 1150 Gold Coast Hwy, Palm Beach QLD 4221 Date appointed 12 March 2024 Date ceased (leave blank if current) Other directorships Carver Holdings Pty Ltd

Tip: ASIC already has much of this on their register. Your internal register should match — any discrepancy is a compliance risk.

Document the company's share capital clearly:

Classes of shares issued (ordinary, preference, employee shares, etc.) Total shares authorised vs issued For each class: rights attached (voting, dividend, liquidation preference) If options or convertible instruments exist, keep a separate options register or note them clearly.

Each board meeting: date, attendees, resolutions passed, matters discussed Each general meeting: same structure plus any member resolutions Circular resolutions (used in lieu of a formal meeting) Minutes should be signed by the chair or confirmed at the next meeting. Keep them in sequence with a clear index.

Under section 179, registers must be kept at:

The company's registered office, or The company's principal place of business in Australia, or Another place (with ASIC notification via Form 909) In practice, most companies keep registers either:

In a secure cloud location (Google Drive, SharePoint) — low cost but prone to version control issues In company secretarial software — CAS 360, NowInfinity, or EntityFlo maintain statutory registers with full audit trails With their accountant or company secretary — common for small companies, but creates dependency Step 7: Make Registers Available for Inspection

You're legally required to allow inspection. Build this into your process:

Know where your registers live Have a process for responding to inspection requests within 7 days Keep a log of any inspection requests received

Ongoing Maintenance: What Triggers an Update?

A register that's set up but never updated is just as problematic as one that doesn't exist. Here are the events that require you to update your corporate register:

Event What to Update ASIC Deadline New director appointed Register of Directors 28 days Director resigns/removed Register of Directors 28 days New company secretary Register of Secretaries 28 days Shares transferred Register of Members Promptly New shares issued Register of Members + share structure 28 days Share buyback Register of Members Promptly Registered office change ASIC Form 484 + internal records Notify ASIC within 7 days Name change All registers + ASIC Form 205 Before using new name

Key rule: When you notify ASIC of a change, your internal register should already reflect it. The internal record is the primary record; ASIC is the secondary (public) record.

1. The "set and forget" register Many companies update their registers correctly at incorporation, then never touch them again. Within 12–24 months, the register is out of date. Director changes, share transfers, and address updates accumulate until a capital raise or acquisition uncovers the mess.

2. Register lives in one person's head When the company secretary or CFO is the only person who knows where the register is, you have a single point of failure. Document the location, access method, and update process.

3. Using the ASIC register as a substitute ASIC's public register is not your statutory register. It reflects what you've told ASIC — which may be out of date, incomplete, or incorrect. The Corporations Act requires you to maintain your own.

4. No version history on transfers Share transfers in particular need a clear history: who sold, who bought, at what price, on what date. A register that shows current holdings without the history of how you got there is incomplete.

5. Minutes that don't exist or can't be found "We made the decision at a meeting" is not a record. If it's not in the minutes, it didn't happen (legally). This matters enormously in disputes, audits, and due diligence.