Commonwealth Numbered Acts

COMPANIES ACT 1981 No. 89 of 1981 - SECT 31

Division 3-Registers and Registration of Documents

31. (1) The Commission shall, subject to this Act, keep such registers as it
considers necessary in such form as it thinks fit.

(2) A person may-

   (a)  inspect any document lodged with the Commission or with the Registrar
        of Companies, not being-

        (i)    an application under section 17;

        (ii)   a document lodged under section 25; or

        (iii)  a document that has been destroyed or otherwise disposed of;

   (b)  require a certificate of the incorporation of any company or any other
        certificate authorized by this Act to be given by the Commission; or

   (c)  require a copy of or extract from any document that he is entitled to
        inspect pursuant to paragraph (a) or any certificate referred to in
        paragraph (b) to be given, or given and certified, by the Commission.

(3) If a reproduction or transparency of a document or certificate is produced
for inspection, a person is not entitled pursuant to paragraph (2) (a) to
require the production of the original of that document or certificate.

(4) The reference in paragraph (2) (c) to a document or certificate includes,
where a reproduction or transparency of that document or certificate has been
incorporated with a register kept by the Commission, a reference to that
reproduction or transparency and, where such a reproduction or transparency
has been so incorporated, a person is not entitled pursuant to that paragraph
to a copy of or extract from the original of that document or certificate.

(5) A copy of or extract from any document lodged with the Commission or with
the Registrar of Companies, and certified by the Commission, is, in any
proceedings, admissible in evidence as of equal validity with the original
document.

(6) The reference in sub-section (5) to a document includes, where a
reproduction or transparency of that document has been incorporated with a
register kept by the Commission, a reference to that reproduction or
transparency.

(7) In any proceedings-

   (a)  a certificate by the Commission that, at a date or during a period
        specified in the certificate, no company was registered under this Act
        or a corresponding previous law of the Territory by a name specified
        in the certificate shall be received as prima facie evidence that at
        that date or during that period, as the case may be, no company was
        registered by that name under this Act or any corresponding previous
        law of the Territory; and

   (b)  a certificate by the Commission that a requirement of this Act
        specified in the certificate-

        (i)    had or had not been complied with at a date or within a period
               specified in the certificate; or

        (ii)   had been complied with at a date specified in the certificate
               but not before that date,
shall be received as prima facie evidence of matters specified in the
certificate.

(8) If the Commission is of opinion that a document submitted for lodgment
with the Commission-

   (a)  contains matter contrary to law;

   (b)  contains matter that, in a material particular, is false or misleading
        in the form or context in which it is included;

   (c)  by reason of an omission or misdescription has not been duly
        completed;

   (d)  does not comply with the requirements of this Act; or

   (e)  contains an error, alteration or erasure, the Commission may refuse to
        register or receive the document and may request-

   (f)  that the document be appropriately amended or completed and
        re-submitted;

   (g)  that a fresh document be submitted in its place; or

   (h)  where the document has not been duly completed, that a supplementary
        document in the prescribed form be lodged.

(9) The Commission may require a person who submits a document for lodgment
with the Commission to produce to the Commission such other document, or to
furnish to the Commission such information, as the Commission thinks necessary
in order to form an opinion whether it may refuse to receive or register the
document.

(10) The Commission may, if in the opinion of the Commission it is no longer
necessary or desirable to retain them, destroy or dispose of-

   (a)  in relation to a corporation-

        (i)    any return of allotment of shares for cash that has been lodged
               for not less than 2 years;

        (ii)   any annual return or balance-sheet that has been lodged for not
               less than 7 years or any document creating or evidencing a
               charge, or the complete or partial satisfaction of a charge,
               where a memorandum of satisfaction of the charge has been
               registered for not less than 7 years; or

        (iii)  any other document (other than the constituent documents or any
               other document affecting them) that has been lodged or
               registered for not less than 15 years;

   (b)  in relation to a corporation that has been dissolved or has ceased to
        be registered for not less than 15 years, any document lodged or
        registered; or

   (c)  any document a transparency of which has been incorporated with a
        register kept by the Commission.

(11) If a corporation or other person, having made default in complying with-

   (a)  any provision of this Act or of any other law that requires the
        lodging in any manner with the Commission of any return, account or
        other document or the giving of notice to the Commission of any
        matter; or

   (b)  any request of the Commission to amend or complete and resubmit any
        document or to submit a fresh document, fails to make good the default
        within 14 days after the service on the corporation or person of a
        notice requiring it to be done, the Court or any court of summary
        jurisdiction may, on an application by any member or creditor of the
        corporation or by the Commission, make an order directing the
        corporation or any officer of the corporation or the person to make
        good the default within such time as is specified in the order.

(12) Any such order may provide that all costs of and incidental to the
application shall be borne by the corporation or by any officers of the
corporation responsible for the default or by the person.

(13) A corporation that, or an officer of a corporation or other person who,
contravenes or fails to comply with an order under sub-section (11) is guilty
of an offence.

Penalty: $5,000 or imprisonment for 1 year, or both.

(14) Nothing in this section prejudices the operation of any law imposing
penalties on a corporation or its officers or on another person in respect of
a default mentioned in sub-section (11).