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

Introduction

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.

What Is a Corporate Register?

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.

What Records Must Be Kept?

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.

What the Law Says: Key Sections

For those who want the specifics:

• **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.

Step 2: Set Up Your Register of Members

Open a new register entry for each initial shareholder:

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

For each director and secretary, record:

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

Step 4: Record the Share Structure

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.

Step 5: Set Up a Minutes Book

Create a record for:

• 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.

Step 6: Decide Where to Keep It

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:

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.

Common Mistakes to Avoid

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.

Corporate Registers and Multi-Entity Structures

If you're running a corporate group — multiple subsidiaries, trusts, SPVs, or joint ventures — the complexity multiplies. Each entity has its own register requirements. Cross-holdings (a parent company owning shares in a subsidiary) need to appear in both entities' registers accurately.

At this scale, managing registers in spreadsheets becomes genuinely risky:

• Version conflicts between entities
• No audit trail for who changed what
• No alerts when update deadlines are approaching
• Director changes that need to cascade across 5+ entities

This is the problem EntityFlo was built to solve. Rather than maintaining separate registers for each entity in isolation, EntityFlo gives you a single source of truth across your entire group — with ASIC data reconciled in real time, and compliance deadlines surfaced before they become penalties.

Frequently Asked Questions

Q: Is a corporate register a legal requirement in Australia?

Yes. Under sections 168–172 of the Corporations Act 2001 (Cth), all companies registered in Australia are required to maintain statutory registers including the register of members and register of directors and secretaries.

Q: What happens if I don't maintain my corporate register?

Failure to maintain required registers is an offence under section 1307 of the Corporations Act, with penalties of up to $1,100 per offence. More significantly, an incomplete register creates serious problems in capital raises, mergers and acquisitions due diligence, and legal disputes over ownership.

Q: Can I keep my corporate register online?

Yes. There is no requirement for a paper register. Electronic registers are fully compliant provided they are kept secure, accessible for inspection, and backed up. Many companies use company secretarial software for this purpose.

Q: How long do I need to keep a corporate register?

Current registers must be maintained for the life of the company. Historical records (minutes, transfer records, former member details) must be kept for at least 7 years after the relevant event.

Q: Who can inspect a company's register?

Any member of the company may inspect the register free of charge. Any other person may request a copy of the register, with the company able to charge a fee (capped under the Corporations Act). ASIC can also inspect registers at any time.

Q: Does a trust need a register?

Trusts are not companies and are not registered with ASIC, so the Corporations Act register requirements don't apply directly. However, a trust deed typically requires the trustee to maintain records of beneficiaries and distributions. If the trustee is a company (as is common), that company's own register requirements still apply.

Q: What's the difference between a corporate register and the ASIC register?

The ASIC register is a public-facing database of the information you've notified ASIC about. Your corporate register is your internal statutory record. They should align, but your internal register is the authoritative record — and ASIC's version is only as current as your last update notice.

Summary: Your Corporate Register Setup Checklist

• [ ] Gather incorporation documents and initial share allocation
• [ ] Create register of members with all current and historical shareholders
• [ ] Create register of directors and secretaries
• [ ] Record share structure (classes, rights, issued vs authorised)
• [ ] Set up minutes book with first meeting minutes
• [ ] Confirm register location and accessibility for inspection
• [ ] Establish an update process for common events (appointments, transfers, address changes)
• [ ] If managing multiple entities: consider software to centralise and automate

Ready to Take Your Entity Management to the Next Level?

If you're managing more than a handful of entities and still relying on spreadsheets, a corporate register incident is a matter of when, not if.

EntityFlo is built for Australian CFOs, Company Secretaries, and compliance professionals who need a single source of truth across their entire entity portfolio — with real-time ASIC sync, compliance deadline tracking, and a full audit trail on every change.

Book a demo or start your free trial today.

Nathan Carroll is the founder and CEO of EntityFlo. He has worked with hundreds of Australian businesses on governance and compliance infrastructure. [Connect on LinkedIn](https://linkedin.com/in/nathan-carroll-32b98231).