Court orders to correct ASIC registers
A court may make an order to direct the rectification of any register kept under the Corporations Act 2001 (Corporations Act).
Applications to the court are often to rectify information on the Companies Register.
When making an application to the Court to rectify information on the Companies Register, ASIC should not be included as a party to a proceeding, unless there is a particular requirement to do so.
Before making an application to a court, applicants should send a copy of the proposed orders to us, to ensure that we can rectify the register in the way sought.
If a court orders the Companies Register to be rectified, we will record the court order and make the ordered changes to the register.
- Our position
- About the companies register
- When a court order is NOT required
- How we process orders to rectify the Companies Register
- Personal or confidential information
- Steps before seeking orders
Our position not to include ASIC as a party to such proceedings is supported by the Court decision in Re Bean & Sprout Pty Ltd (admin appt)  NSWSC 456, and A Bliss Clinic Pty Limited v Goodwin (No 2)  FCA 869.
ASIC maintains information in the Companies Register by reference to the documents lodged with ASIC. We receive applications and notifications relating to registered Australian companies and process these documents to update information on the Company Register. An extract of company information from the Company Register shows current and historical information notified to ASIC along with the document number for applications and notifications. Generally, copies of those documents are available for purchase by the public.
A court order under s1322(4)(b) of the Corporations Act is not required for:
- a correction of the member register, or
- a change or correction of officeholder details, such as a typographical error.
Correction of the member register
A proprietary company must maintain a register of members and notify ASIC of changes to this register. An application may be made to a court to correct a company’s register of members under s175 of the Corporations Act. If a court orders a company to correct its member register, the company must then lodge a notice of the correction with ASIC.
To notify ASIC of a correction to the member register ordered by the Court under s175 of the Corporations Act, an office copy of the order, a Form 105 Cover page for office copy of a court order (Form 105) and a Change to Company details should be lodged with ASIC.
Change or correction of officeholder details
A current officeholder can lodge a Change to Company details to update company details that have changed. To correct details that haven’t changed but were lodged incorrectly, such as a typographical error or an error in the birth details, a company can lodge a Form 492 Request for Correction (Form 492).
For more information, see Changes to your company.
Applicants often seek to restore the information on the Companies Register to a position before a particular document was lodged.
An applicant may seek orders to amend, withdraw or remove a document lodged with ASIC.
We will take the following steps to rectify the register in each of these cases:
- Amended form: we change the information on the Companies Register to add or remove information. The original document remains unchanged and available for the public to search with a copy of the court order attached to the original document. A copy of the court order is also recorded separately as a Form 996 Court order rectifying register of Commission (Form 996).
- Withdrawal of a form: we change the information on the Companies Register to remove information and a Form 106 Notification of cancellation or revocation of a lodged document (Form 106) is processed against the original document. The original document remains available for the public to search and when a copy is purchased, the public will also receive a copy of the Form 106 that has withdrawn the document. A copy of the court order is recorded separately as a Form 996.
- Removal of a form: we change the information on the Companies Register to remove information and remove the document. The original document will not be available for the public to search, yet will remain as an internal ASIC record. A copy of the court order is recorded separately as a Form 996.
If it’s not necessary to amend, withdraw or remove a document lodged with us, a company may lodge a Change to Company details to update the information on the Companies Register.
Court orders to rectify the Companies Register that are lodged with us are publicly available. This includes matters which may involve personal or confidential information such as applications in the Family Court. If an applicant does not want this information to be publicly available, they will need to ensure the documents lodged with us do not contain personal or confidential information other than those required to amend the Companies Register.
1. Check the list of documents lodged
When drafting proposed orders, applicants should review the document lodgement history for the company. Amending or withdrawing a document may impact others that were lodged afterwards.
Ensure proposed orders clearly identify the document to be amended or removed and the date it is to take effect. Avoid the use of personal or confidential information unless it’s required to amend the Companies Register. Ideally, proposed orders should include the following details:
- document type (e.g. Change to Company Details)
- document identification number
- whether a document is to be amended, withdrawn or removed from the Companies Register
- name of the party
- date of change
Example: Order that the Change to company details [Document ID and date lodged] be withdrawn from the registers kept by ASIC to record [name], the First Plaintiff, as the sole director and secretary of the [company], the First Respondent, appointed on [date].
3. Request our review of proposed draft orders
Send draft proposed orders to us at CourtMatters.ASICRegisters@asic.gov.au with at least 14 days’ notice.
We’ll review the Companies Register to check whether we can give effect to the proposed orders and confirm any documents that should be lodged.
4. Lodge the granted court order
If the Court makes orders to rectify the Companies Register, post a Form 105 and an office copy of the court order to:
Australian Securities and Investments Commission
PO BOX 4000
Gippsland Mail Centre VIC 3841