A Director’s Right to Access Company Books and Records 

Directors of a company generally seek access to the company’s books to assist them in performing their duties or defending themselves in legal proceedings. A director of a company has a general right to access information in its possession in a timely manner to discharge their duties. However, when a director becomes involved in personal litigation, there is a question as to a director’s ability to access company books. If you are a director in a similar situation or require access to a company’s books for another reason, this article can assist you in understanding your rights.  

What Are Company ‘Books’?

The ‘books’ of a company are broadly defined in the Corporations Act 2001 (Cth) (Corporations Act) to mean: 

• a register; and 
• any other record of information; and
• financial reports or financial records, however compiled, recorded or stored; and
• any other document.

The Right to Inspect Books and Financial Records

Constitution

Separately to the rights given by legislation, a director may have a right to access and inspect specific documents under the company’s Constitution. 

It is important to initially check the terms of the company’s Constitution. Doing so can confirm any specific access or inspection rights you may have as a current director. 

Company Books 

If there is no specific right under the company’s Constitution for a director to access and inspect certain documents, you may need to consider your rights under the Corporations Act.

Section 198F(1) of the Corporations Act gives currently serving directors the right to inspect the company’s books (other than its financial records) at all reasonable times for the purposes of a legal proceeding to which they:

• are a party; or 
• wish to bring against others; or 
• believe may be brought against them.

Directors' Duties Complete Guide

If you are a company director, complying with directors’ duties are core to adhering to corporate governance laws.
This guide will help you understand the directors’ duties that apply to you within the Australian corporate law framework.

Download Now

Financial Records 

Under section 290 of the Corporations Act, a current director has a right to access the ‘financial records’ of a company at all reasonable times. The Corporations Act defines ‘financial records’ narrowly as: 

• invoices, receipts, orders for the payment of money, bills of exchange, cheques, promissory notes and vouchers;
• documents of prime entry; and
• working papers and other documents needed to explain:
  • the methods by which financial statements are made up; and
  • adjustments to be made in preparing financial statements.

Former Directors 

Former directors have the right to inspect the company’s books (including financial records) at all reasonable times for the purposes of a legal proceeding to which they: 

• are a party;
• wish to bring against others; or 
• believe may be brought against them.

Compliance 

In the first instance, a current or former director can informally request access to inspect company books and records. For example, by an oral or written request to: 

• another director;
• the chairman; 
• the company secretary; or 
• the CEO.

Suppose the company refuses to permit the director to inspect any books or provide a copy. In that case, the director may seek a court order compelling the company to: 

• allow immediate inspection of the book; or 
• supply a copy of the book. 

However, the court will consider various factors before ordering such compliance.

Deed of Access and Indemnity

The company and its directors may also agree to extend this access period by entering into appropriate deeds of access (also known as deeds of access and indemnity). 

Under the deed, the company usually agrees to: 

• provide the director with access to company books and records;
• indemnify the director against liabilities and legal costs that arise from being a director of the company; and 
• obtain directors and officers insurance from a reputable insurer.

Shareholder Rights

If a director holds shares in the company, they may have certain rights or methods available to them as a shareholder to access company books and records.

Key Takeaways 

Directors have a right to inspect financial records and books of a company both during their term of directorship and for up to seven years after they cease their directorship. Where directors make a valid request to inspect, the company should comply with the request. Failure to do so may result in a costly court case that it could have avoided.

Various factors are considered to determine whether a director has a valid basis for requesting to inspect and whether a company should comply with such a request. Therefore, each situation is different and you should consider it carefully.

If you require assistance with obtaining access to company books and records, LegalVision’s dispute resolution lawyers can assist as part of our LegalVision membership. For a low monthly fee, you will have unlimited access to lawyers to answer your questions and draft and review your documents. Call us today on 1300 544 755 or visit our membership page.

Frequently Asked Questions