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What company information am I entitled to as a director/shareholder?

A director’s access to company information often becomes a matter of interest if there is a dispute in the boardroom.

There are various laws governing what company information a director is entitled to. Company directors have a statutory requirement to carry out their duties. A director’s access to company information is generally supported by law. As a matter of common sense, it is recognised that a director who owes duties to a company requires sufficient information to discharge those duties. 

Section 388 of the Companies Act 2006 gives a director the right to inspect the company accounts so they can carry out their statutory duties to the company. This principle is also supported by common law. This right to information ceases when the director no longer holds office.

A recent case, Dilato Holdings Pty Ltd v Learning Possibilities and others [2015], considered this matter further and held that the principle above applied to all company documents and not just accounting information, as long as access to the information is in pursuance of a director performing their duties. Shareholders who are not also directors can request company information, but only for specific reasons related to their position as a shareholder. The annual financial statement is exempt from this requirement. Shareholders have a right to this information without needing to demonstrate any reason why. Otherwise, shareholders will generally need to rely on any shareholders’ agreement, articles of association, or agreed form of practice to obtain disclosure.

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Alex Cook

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