Company registers, ultimate holding companies and beneficial ownership in an Australian Pty Ltd

Every Australian company must keep a register of its members, recording each member's name and address, the date they were entered, and their shares, including whether any shares are held non-beneficially. A proprietary company must tell ASIC about changes to member details, share issues and changes to its ultimate holding company, generally within 28 days. Australia has no public register of beneficial owners for unlisted companies yet, but one has been announced.

For a foreign-owned subsidiary, these records are short and rarely change. That's exactly why they go stale: a restructure happens offshore, the group's lawyers update the parent's records, and nobody tells the Australian company.

The registers a Pty Ltd keeps

The core register is the members register, sometimes called the share register. ASIC's members register page says it must contain:

If the company issues shares, it must issue a certificate for them. ASIC's record-keeping guidance also lists other records companies often keep, such as a debenture holders register and an assets register.

Alongside the registers sit the minute books. A company must keep a written record of members' resolutions and meetings, and of directors' meetings. Section 251A of the Corporations Act requires proceedings and resolutions to be recorded in the minute books within one month. A wholly-owned subsidiary that runs on signed written resolutions still needs those resolutions filed in the minute book.

Financial records are a separate obligation. ASIC's record-keeping guidance says companies must keep financial records for at least 7 years. They can be electronic, but you must be able to produce hard copies within a reasonable time.

Beneficially and non-beneficially held shares

"Beneficially held" means the member gets the direct benefit of the shares, such as dividends. Shares are "non-beneficially held" when the member holds them for someone else: as trustee, as nominee, or on account of another person.

This flag matters more for foreign-owned companies than most people realise. Common cases where shares should be marked non-beneficial:

• a corporate trustee of a fund or family trust holds the shares;
• a nominee or custodian holds them for an investor;
• a founder holds shares on trust for the parent while a restructure completes.

Getting it wrong is not cosmetic. Banks, auditors and AML/CTF-regulated providers compare the members register and ASIC's record with what you tell them about ownership. A register that says "beneficial" when a trust sits above the shareholder is the kind of mismatch that stalls onboarding.

What ASIC must be told, and when

Sources: ASIC on share transfers and beneficial status, ASIC on share issues and ASIC's user guide for ultimate holding company changes.

A proprietary company with more than 20 members only reports changes affecting the top 20 members in each share class. Most foreign-owned subsidiaries have one member, so every change is reportable.

Late notices attract ASIC late fees, currently $102 if up to one month late and $428 if more than one month late. Officeholder and address changes have their own 28-day rules; see appointing or removing a director.

The ultimate holding company trap

ASIC records an ultimate holding company for a company that has one. ASIC's officeholder guidance makes the company secretary responsible for telling ASIC about changes to officeholders, the members register and any ultimate holding company. If a proprietary company has no secretary, the directors carry that responsibility.

Say a US group is acquired by a private equity fund through a new Cayman holding company. The Australian subsidiary's immediate shareholder doesn't change, so nobody thinks about Australia. But the ultimate holding company has changed, and the Pty Ltd has 28 days to notify ASIC. Often nobody notices until someone pulls the company's ASIC record for a bank or an audit. The annual review is a sensible point to check it; see the ASIC annual statement guide.

If the new ultimate holding company has no Australian ABN, ACN or ARBN, ASIC's guide says the change can't be made online and a paper form is needed. Allow for that.

Who can see the registers

The share register is usually held at the company's registered office. ASIC's shareholder rights page explains that anyone may inspect it: members free of charge, others for the prescribed fee. Anyone may request a copy, which the company must supply within 7 days, but not for an improper purpose such as soliciting members or gathering information about a member's personal wealth. Members can also inspect the minute books of members' meetings free of charge.

Separately, member details a proprietary company reports to ASIC appear on the public companies register. Owners who want privacy should plan the holding structure with advisers rather than expect the register to hide them.

Beneficial ownership: what's coming

Today, the members register shows legal owners, not necessarily the individuals who ultimately control or benefit from the company. In October 2025 the Treasury ministers announced the government would move directly to a public, Commonwealth-operated beneficial ownership register for unlisted companies, built alongside ASIC's new companies register. Detailed policy work is planned from early 2027, with public consultation expected after that. No start date has been set.

In the meantime, beneficial ownership information is collected privately. Since 1 July 2026, AML/CTF-regulated providers, including resident director and registered office services, must identify individuals who own 25% or more of a client or otherwise control it. See the AML/CTF reforms for company services.

Keeping the records clean

• Keep one master structure chart, from the Australian company up to the individuals, and update it whenever anything above changes.
• Diarise a register review at each annual statement.
• File every written resolution in the minute book as it is signed.
• Make sure whoever maintains the registers also knows about offshore restructures before they complete.

Our Governance Partner package includes a company secretary and statutory register maintenance; see pricing. We don't advise on structuring or trusts, which belong with your lawyer.

General information only, current at 27 October 2026; not legal advice. Check the Corporations Act and ASIC's current guidance before acting.

General information about Australian law and practice, not legal or tax advice for your circumstances. Check the official sources, or ask your adviser, before you act.