The Companies Act requires every company to keep and maintain certain records:
- company records
- share register;
- accounting records; and
- annual returns.
Note: Many small businesses choose to have their accountant, solicitor or business advisor hold and maintain these records for them.
A company must keep a variety of documents at its registered office, including the company rules, minutes of meetings of shareholders and directors for 7 years, accounting records, copies of communications to shareholders and the share register.
A company must keep a share register that records the shares issued by the company and states:
• In alphabetical order, the names, last known address and the number of shares held by shareholders over the previous 7 years
• Details of any share issues, repurchases, redemptions or transfers of shares.
The share register must be able to tell the story of who, in the last 7 years has owned what shares and how any change in ownership of the shares has happened.
A share register is very important to the shareholder because it is proof that the shareholder actual owns legal title to their shares.
An agent may maintain the share register on behalf of the company.
The directors of a company must keep accounting records which:
• correctly record and explain the transactions of the company,
• allow at any time, the financial position of the company to be determined with reasonable accuracy,
• enable the directors to ensure that the company complies with the Companies Act and regulations, and
• will enable the financial statements to be readily and properly audited.
The annual return contains the basic details about the company such as shareholder and director details. In return for benefitting from having a company structure, the government requires companies to make certain information available to the public and to keep that information up to date. Submitting this document ensures that the most up to date company details are made available to the public.
The each company is allocated a month of the year when it must submit an annual return (corresponding to the month of incorporation) to the Registrar. The annual return must be in the prescribed form, signed (electronically if via the VFSC registry) by a director, legal practitioner or chartered accountant, and any fee must be paid within the prescribed time limit, otherwise late charges may apply.
Filing of documents
As noted above, some of this information must also be recorded and maintained with the VFSC. Interaction with VFSC is predominantly through the use of online services. For the small number of instances where there is no online service available, there are forms available for filing documents at VFSC.