NSW Must Company Share Bank Account Statements with Shareholders?

[Tracy B]

Hi Cyphix,

Shareholders' rights to inspect books are listed in Part 2F.2 of the Corporations Act 2001 (Cth), namely:

- Section 247D: directors of a company can pass a resolution allowing a particular member to inspect the company books. In practice, the member will table this directly with a director or for the annual general meeting.
- Section 247A and 241: any member (defined under section 234) can apply to the court for an order to inspect the company books. In considering the application, the court will consider the grounds under section 232 (e.g. order would not be oppressive to the company). The court may also make an order to restrict or limit the inspection of books under section 247B.

Note that if you inspect company books, you must not disclose any information obtained during inspection, unless already disclosed to ASIC or is public knowledge (section 247C).

 

[Tim W]

Hi Cyphix,

Shareholders' rights to inspect books are listed in Part 2F.2 of the Corporations Act 2001 (Cth), namely:

- Section 247D: directors of a company can pass a resolution allowing a particular member to inspect the company books. In practice, the member will table this directly with a director or for the annual general meeting.

I agree.
That said, the reality is that you would have to persuade the board to pass that kind of resolution.
Getting a board to do this can be difficult, if they were not inclined to agree to a
simple, ordinary request in the first place.
In other words, s247D does not impose what you called a "legal obligation"
in the nature of a right, of the kind you were asking about in your opening post.

- Section 247A and 241: any member (defined under section 234) can apply to the court for an order to inspect the company books. In considering the application, the court will consider the grounds under section 232 (e.g. order would not be oppressive to the company). The court may also make an order to restrict or limit the inspection of books under section 247B.

A court order does impose a what you called a "legal obligation" on the board (they have to comply with the order).
But it is different (in a legal technical sense) to the kind of obligation you were asking about in your opening post, and is likewise, not in the nature of a right.

Note that if you inspect company books, you must not disclose any information obtained during inspection, unless already disclosed to ASIC or is public knowledge (section 247C).

This is very important to remember.
Current caselaw requires good faith and proper purpose.