- Under section 247A of the Corporations Act 2001 (Cth), a member (shareholder) may apply to the court for an order authorising inspection of company books, but only if they are acting in good faith and for a proper purpose.
- Under section 290 of the Corporations Act, current directors have an unrestricted right to access the company’s financial records at all reasonable times, no court order required.
- Under section 198F of the Corporations Act, both current directors and former directors (up to 7 years after ceasing) may inspect company books for the purposes of a legal proceeding.
- Under section 286 of the Corporations Act, companies must retain adequate financial records for a minimum of 7 years, failure to do so is a criminal offence and may support a court order for access.
- When a company enters liquidation, the liquidator has broad statutory powers under section 486A of the Corporations Act and the Insolvency Practice Schedule (Corporations) to compel production of books and records from any person who holds them.
Under the Corporations Act 2001 (Cth), shareholders and directors have legally enforceable rights to access company books and records, but those rights differ significantly depending on whether you are a member, a current director, or a former director. Understanding exactly which right applies to your situation, and how to enforce it, can be the difference between mounting a credible legal claim and being left in the dark while value is stripped from the company you have an interest in.
This guide explains the statutory framework in plain English, sets out the court process for enforcing access, addresses the defences companies commonly raise, and explains how those rights interact with shareholder disputes, ASIC investigations, and insolvency proceedings.
What Are “Company Books and Records”?
The term “books” is defined broadly in section 9 of the Corporations Act 2001 (Cth). It includes:
- Financial records (accounts, accounting records, bank statements, invoices, and records of financial transactions)
- Minutes of directors’ meetings and general meetings
- The share register
- Registers of debentures and other interests
- Contracts entered into by the company
- Correspondence (including emails where they relate to the company’s affairs)
- Documents filed with ASIC
- Any other document relevant to the company’s affairs
This is a deliberately wide definition. Courts have interpreted it expansively. In disputes, it commonly extends to electronic records, management accounts that have not been formally adopted, draft board papers, and internal communications that bear on financial decisions.
A distinction worth noting early: the Act treats financial records separately from other books in some provisions (particularly sections 198F and 290). This distinction matters when working out which right applies and whether a court order is needed. Financial records under section 9 are broadly those that correctly record and explain the company’s financial position, balance sheets, profit and loss accounts, management accounts, cash flow statements, and records from which financial statements can be prepared.
The obligation to keep these records sits in section 286 of the Corporations Act, which requires companies to keep written financial records that correctly record and explain their transactions, financial position, and financial performance. Those records must be retained for at least 7 years after the transactions they cover. Failure to maintain adequate records is a criminal offence, and critically, it can also be used to draw adverse inferences against company controllers in both civil and ASIC proceedings.
Shareholder Rights to Access Company Books
Shareholders do not have an automatic, unrestricted right to inspect all of a company’s books. The Corporations Act gives shareholders a qualified right that requires either company cooperation or a court order.
Section 247A, The Member’s Right to Inspect
Section 247A of the Corporations Act provides that a member of a company (or a registered scheme) may apply to the court for an order authorising them or their representative to inspect the books of the company. The court may only make such an order if it is satisfied that:
- The applicant is acting in good faith; and
- The inspection is to be made for a proper purpose.
This is a two-limb test, and both must be satisfied. The applicant bears the onus of proving both elements.
What Counts as a “Proper Purpose”?
The courts have consistently held that a proper purpose is one connected to the applicant’s legitimate interests as a member. The purpose must be genuine and directed at understanding the company’s affairs in a way that benefits the applicant in their capacity as a shareholder, not one designed to harm the company or assist a commercial competitor.
Courts have found the following to constitute proper purposes:
- Investigating a suspected breach of duty by a director, particularly where there are credible grounds to suspect misappropriation or mismanagement of company funds
- Valuing shares for a proposed sale or buyout, particularly in private company disputes where no independent valuation is available
- Assessing the company’s financial position when a minority shareholder suspects insolvency and has concerns about the value of their investment
- Obtaining documents needed for litigation, including as a precursor to a derivative action under sections 236 to 242 of the Corporations Act
- Evaluating whether oppressive conduct under section 232 has occurred, a classic use of section 247A in minority shareholder disputes
Courts have refused access where the purpose was found to be:
- A fishing expedition without any credible factual basis for concern
- Designed primarily to harass or delay rather than to advance a legitimate claim
- Motivated by commercial rivalry rather than protection of member interests
- Directed at obtaining confidential commercial information for the benefit of a competitor
In Australian Securities Commission v AS Nominees Ltd (1995) 62 FCR 504, the Federal Court affirmed that the purpose test requires a genuine connection between the inspection sought and the member’s legal rights or interests, the inspection must be directed at something the member is legitimately entitled to investigate or pursue. A general curiosity about the company’s affairs does not suffice.
What the Court Order Can Cover
When a court grants an order under section 247A, it may specify:
- Which books may be inspected
- Who may carry out the inspection (for example, the member personally, or their solicitor or accountant)
- Whether copies may be made
- Conditions designed to protect confidential information (for example, requiring inspection on a confidential basis with restrictions on onward disclosure)
The court has broad discretion in fashioning the order to balance the legitimate interests of the member against any confidentiality concerns raised by the company. Applications under section 247A are typically heard in the Supreme Court of Queensland or the Federal Court of Australia.
Access to the Share Register
The share register deserves separate mention. Under section 173 of the Corporations Act, any person may inspect the share register of a company, it is a public document. The register includes the names of all shareholders, their addresses, and the details of their shareholding. This is a starting point in many disputes and does not require a court order.
Director Rights to Access Company Books
Directors stand in a fundamentally different position to shareholders when it comes to access to company records. The Corporations Act gives current directors broad, largely unconditional access rights, reflecting the reality that a director cannot discharge their statutory duties without access to accurate and complete company information.
Section 290, Current Director’s Right to Financial Records
Section 290 of the Corporations Act provides that a director of a company has a right to access the financial records of the company at all reasonable times. This is a direct, unqualified right, the director does not need to satisfy a purpose test or obtain a court order to access financial records during their tenure.
If a company refuses a current director access to its financial records, the director may apply to the court for an order authorising inspection. The right exists because a director cannot perform their duties, including their duty of care under section 180 and their duty to prevent insolvent trading under section 588G, without understanding the company’s financial position.
In practice, the most common context in which this right is invoked is a director dispute, where one director (or a group of directors) has seized control of the company’s banking and accounting platforms and is deliberately withholding financial information from a co-director. This is a pattern the director disputes team at Boss Lawyers sees regularly, and it is one that courts take seriously.
Section 198F, Current and Former Director Access to All Books
Section 198F of the Corporations Act provides access rights that are broader in some respects but more confined in their purpose:
Section 198F(1), Current directors may inspect and make copies of the books of the company (including books other than financial records) at all reasonable times, for the purposes of a legal proceeding:
- To which the director is a party; or
- That the director proposes to bring; or
- That the director has reason to believe may be brought against them.
Section 198F(2), Former directors retain the same inspection rights for a period of 7 years after they cease to be a director of the company. This is a significant protection, a former director who has been removed from the board (whether voluntarily or otherwise) does not lose the right to access books needed for legal proceedings simply because they have left. The 7-year window is deliberately aligned with the statutory limitation periods for claims in contract and equity.
It is worth noting that the right under section 198F is purpose-specific: access is tied to actual or anticipated legal proceedings. A director or former director who simply wants to review the company’s books out of curiosity, or to assist a third party, cannot rely on section 198F. The nexus to legal proceedings must be genuine.
ASIC’s Powers, Compulsory Examination and Production Orders
When ASIC suspects a contravention of the Corporations Act, it has its own powerful mechanisms for compelling access to company books and records, and these are not dependent on anyone’s cooperation.
Section 19 of the Australian Securities and Investments Commission Act 2001 (Cth) (ASIC Act) allows ASIC to conduct a private compulsory examination of any person, requiring them to answer questions and produce books. This power is exercised when ASIC investigates suspected contraventions, including breach of director duties, misleading conduct, and insolvent trading.
Section 30 of the ASIC Act allows ASIC to give a written notice to any person requiring production of books relevant to a matter ASIC is investigating. Failure to comply with a section 30 notice is a criminal offence.
These ASIC powers are relevant to both directors and shareholders who are involved in companies under investigation. If ASIC has compelled production of documents from a company, those documents may become part of court proceedings, and a director or shareholder who is a party to related litigation may be able to access them through the litigation discovery process.
If you or your company has received a notice under section 19 or section 30 of the ASIC Act, you should obtain legal advice immediately. The obligations and the consequences of non-compliance are serious. The director disputes team at Boss Lawyers regularly advises directors navigating ASIC investigations.
How to Apply for Access: The Court Process in Queensland
When a company refuses to provide access to books and records, the most common enforcement mechanism is an application to the Supreme Court of Queensland (or in some cases, the Federal Court of Australia).
What You Need to Show
For a section 247A member application, you must demonstrate:
- Standing, you are a registered member of the company
- Good faith, your application is genuine and not designed to harm the company
- Proper purpose, the inspection is directed at a legitimate member interest (such as investigating a suspected breach, valuing your shares, or gathering evidence for litigation)
- Proportionality, the books sought are reasonably related to the stated purpose
For a section 198F director application (enforced by court order under section 1303 of the Corporations Act), you must show:
- You are a current director or former director within 7 years of ceasing
- There is a legal proceeding to which you are a party or which you propose to bring or reasonably anticipate being brought against you
- The books sought are relevant to those proceedings
Timing and Urgency
Where documents are at risk of destruction or concealment, an urgent application for access, potentially combined with an injunction restraining destruction, can be brought before the Supreme Court of Queensland on short notice. In extreme cases, a court may grant an order without notice to the other party (ex parte), particularly where there is credible evidence that documents will be destroyed if notice is given.
Acting quickly matters. In director and shareholder disputes, the party who controls the company’s books has a significant advantage. The longer access is delayed, the greater the risk that records are altered, deleted, or exported beyond reach. If you have been denied access to company books, taking legal advice immediately is critical.
Costs
As with most court proceedings in Queensland, costs follow the event. If an application for access is granted, the company will typically be ordered to pay the applicant’s legal costs. Where a company has wrongfully refused access, particularly in bad faith, a court may award indemnity costs. This is an additional incentive for companies to comply with legitimate access requests before litigation becomes necessary.
Company Defences to Access Requests
Companies and their controlling directors commonly raise defences when resisting access requests. Understanding these defences helps applicants anticipate and counter them.
Confidentiality
A company may argue that certain documents contain commercially sensitive information or trade secrets. Courts accept this concern but routinely manage it through confidentiality orders (requiring the documents to be inspected on a restricted basis) rather than by refusing access altogether. Confidentiality alone is rarely a complete defence to a legitimate access request.
Improper Purpose
The company may argue that the stated purpose is not genuine, that the real motivation is to assist a competitor, to harass the company, or to gain a negotiating advantage in unrelated proceedings. This is the most frequently litigated defence in section 247A applications, and courts look closely at all the surrounding circumstances in assessing it.
Legal Professional Privilege
Documents that are confidential communications between the company and its lawyers, created for the dominant purpose of obtaining legal advice or use in litigation, may be protected by legal professional privilege. This privilege belongs to the company, not the individual directors, and survives even where the directors themselves are the opposing parties in litigation.
However, privilege has limits. Documents that were created in furtherance of fraud or a criminal purpose cannot attract privilege under the crime-fraud exception, and courts will sometimes require disputed documents to be produced for inspection by the court itself (known as in camera inspection) before ruling on the privilege claim.
Insolvency Moratorium
When a company is in voluntary administration under Part 5.3A of the Corporations Act, an automatic moratorium on legal proceedings applies under section 440D. This moratorium can, in some circumstances, affect the ability to bring or continue court proceedings seeking access to books. However, access by the administrator to the company’s books is unimpeded, and the administrator has its own statutory obligation to report to creditors on the company’s financial position.
Access Rights in a Shareholder Dispute
Access to company books is often the first and most critical step in any shareholder dispute. In a closely held private company, financial records are almost always the primary battlefield, because the controlling party controls not only the business but the information about it.
The Strategic Value of a Section 247A Application
A well-timed section 247A application does three things at once:
- It gathers evidence needed to prove a breach of director duties, oppression under section 232, or misappropriation of company funds
- It puts the company’s controllers on notice that the dispute is now formally before the court, which has a disciplining effect on their conduct
- It preserves documents, once an application is on foot, the company has heightened obligations to retain records and faces serious consequences for destroying them
Intersection with Oppression and Derivative Actions
A section 247A application does not operate in isolation. In practice, it is frequently used alongside:
- A section 232 oppression application, where the denial of access to financial information is itself pleaded as an act of oppression towards a minority shareholder. See our guide on shareholder oppression under section 232 for a full analysis of available remedies.
- A derivative action under sections 236 to 242 of the Corporations Act, where a shareholder seeks to bring a claim on behalf of the company against a director who has misappropriated company property. Access to financial records is typically essential to particularise such a claim.
Document Preservation Orders
Where there is credible evidence that company documents are at risk of destruction, a court may grant a document preservation order, requiring all relevant books and records to be preserved pending the hearing of the main application. In extreme cases, where there is evidence that the other party intends to destroy or conceal documents, the court may grant an order in the nature of an Anton Piller order, authorising a solicitor to attend the company’s premises and take custody of specified documents.
These are powerful remedies. They require strong evidence and clear urgency. But they are available, and in the right circumstances they are exactly the kind of decisive early step that protects a shareholder’s or director’s position before the other side can act.
Access Rights When a Company Is in Insolvency
The rights of shareholders and directors to access company books change significantly when a company enters a formal insolvency process. Control of the company, and its records, passes to the insolvency practitioner.
Liquidator’s Power to Access Books
Under section 486A of the Corporations Act, the liquidator of a company in winding up has the power to require the production of books and records from any person who holds or controls them. This power extends to officers of the company, employees, accountants, bankers, and former advisers. Failure to comply with a liquidator’s demand is an offence.
The liquidator also has power under section 530B of the Corporations Act to require officers of the company (including directors) to deliver up the company’s books, property, and records to the liquidator. This is an absolute obligation, directors cannot retain company records after a winding-up order is made.
Creditor Access to Books in Liquidation
Creditors in a liquidation do not have a direct right to inspect the company’s books. However, they have important rights through the creditor committee process and through the Insolvency Practice Schedule (Corporations), which is Schedule 2 to the Corporations Act:
- Under section 70-35 of the Insolvency Practice Schedule (Corporations), creditors may direct the liquidator to provide a report on specified matters relating to the conduct of the liquidation and the company’s affairs
- Creditors may appoint a committee of inspection, which has oversight of the liquidator and access to information about the company’s affairs
- Creditors who hold security over the company’s assets have their own right to information as secured creditors
Director Access During Insolvency
Once a company enters voluntary administration or liquidation, the directors’ power to manage the company is suspended. However, directors’ rights to access books for legal proceedings under section 198F remain intact, because a director facing potential proceedings from a liquidator (for example, an insolvent trading claim) needs to be able to access the company’s financial records to defend themselves.
If a liquidator refuses a former director access to books needed for legal proceedings, the former director can apply to the court to enforce the section 198F right. Courts have upheld this right even against the wishes of the liquidator, where the director has genuine litigation needs.
For practical guidance on insolvency proceedings and director rights, Boss Lawyers’ insolvency team in Brisbane advises directors facing liquidation claims and creditors seeking to enforce their rights in winding-up proceedings.
How Boss Lawyers Can Help
At Boss Lawyers, we act for directors and shareholders in disputes involving access to company books and records, oppression claims, breach of director duties, and insolvency-related proceedings across Queensland and Australia.
If you have been denied access to company books, if you are a director who has been excluded from financial information, or if you are a former director facing proceedings and need to access records to defend yourself, the team at Boss Lawyers can advise you on the most efficient path to access, whether that is a demand letter, an urgent court application, or a coordinated strategy combining access with an oppression or derivative action.
We work at the serious end of commercial disputes. If the matter requires urgent court intervention, we move fast. If the matter can be resolved through well-targeted correspondence before it escalates, we know how to structure that too.
To speak with Mark Harley about your situation, contact Boss Lawyers on 1300 267 711 or visit bosslawyers.com.au/service/director-disputes/.
Frequently Asked Questions
Can a shareholder force a company to produce its financial statements?
A shareholder does not have an automatic right to demand financial statements. Under section 247A of the Corporations Act 2001 (Cth), a member may apply to the court for an order authorising inspection of the company’s books, including financial records, if they can show they are acting in good faith and for a proper purpose. If the stated purpose is genuine (for example, assessing the value of their shares in a disputed buyout, or investigating a suspected breach of director duties), courts will generally grant access. The application is usually made to the Supreme Court of the relevant state.
What is the difference between a director’s right to access records under section 290 and section 198F?
Section 290 of the Corporations Act gives current directors an unqualified right to access the company’s financial records at all reasonable times, no purpose test, no court order required. Section 198F is broader in scope (it covers all company books, not just financial records) but more confined in purpose: access is only available for the purposes of a legal proceeding that the director is a party to, proposes to bring, or reasonably expects to be brought against them. Both rights can apply simultaneously to a current director in litigation. Former directors retain rights under section 198F for up to 7 years after ceasing to be a director.
What happens if a company destroys its records before an access order is made?
Destroying company records after receiving notice of an access application, or after proceedings have been commenced, is a serious contempt of court and may constitute a criminal offence under section 1309 of the Corporations Act (obstructing persons administering the Act). Courts draw strong adverse inferences from document destruction: where records that should exist have been destroyed or cannot be produced, a court will typically infer that the missing documents would have been unfavourable to the party responsible for their destruction. In insolvency proceedings, destruction of financial records by a director may also be relied on by the liquidator as evidence of reckless or fraudulent conduct.
Can ASIC force a company to produce its books even without a court order?
Yes. Under section 30 of the Australian Securities and Investments Commission Act 2001 (Cth), ASIC may give a written notice to any person requiring production of books relevant to an investigation. This notice does not require prior court approval. Under section 19 of the same Act, ASIC may require a person to attend a compulsory examination and produce books. Failure to comply with either power is a criminal offence. These powers are regularly used by ASIC in investigations involving suspected breaches of director duties, misleading conduct, and insolvent trading.
What can a former director do if the company refuses to provide access to books needed for defending a claim?
A former director who is denied access to company books needed for legal proceedings can apply to the court for an order enforcing their rights under section 198F of the Corporations Act. The right survives for 7 years after the director ceases to hold office. The court may make an order under section 1303 of the Corporations Act compelling the company (or its liquidator, if the company is in winding up) to permit inspection. Where access is urgently needed, for example, to respond to a claim from a liquidator alleging insolvent trading, an urgent application can be made on short notice.
Disclaimer: This is general information only and is not legal advice. You should obtain professional advice specific to your circumstances. Liability limited by a scheme approved under Professional Standards Legislation.
