8A. Inspection of books of corporation

Question 1

8A. Inspection of books of corporation

Answer 1

General overview
[8A.01] This section empowers the Minister to order any corporation to produce its books for inspection, or to authorise any person to require that corporation to produce its books for inspection. The power is usually exercised in cases of possible infringes of the Act and other offences in other legislations.

Question 2

Inspection of books of a corporation

Answer 2

[8A.02] The power of the Minister to order an inspection of a corporation’s books is contained in s 8A. The power is extensive and usually exercised in cases of a suspected criminal activity under the Act. It includes the production of books, making copies or taking extracts thereof, requiring a present or past officer of a corporation to provide any explanation for any of them and to require the officer to state to the best of his knowledge where they are. Section 8A(8) provides that a person who purports to comply with an explanation shall not make or recklessly make any statement which he knows to be false or misleading in a material particular. In breach thereof, he shall be guilty of an offence and liable to a fine not exceeding $20,000 or an imprisonment not exceeding two years or both. Further, see Boord v African Consolidated Land and Trading Co [1898] 1 Ch 596, Ch D where the court held that the right to inspect the register of members of a company carries with it the right to take extracts from or to make copies of the entries in the register.

Question 3

Order to produce

Answer 3

[8A.03] The Minister may also order “any person” to produce the corporation’s books even though the person may not be an employee or officer of the corporation so long as he possesses books of the corporation that relate to its affairs. In this section, an “officer of the body corporate” includes a person who has, or had, a financial or other interest in the affairs of the corporation. In this regard, a member, shareholder or a creditor would fall within such a definition.

Question 4

Evidence against “person”

Answer 4

[8A.04] Under s 8A(4), any statement made by a person in compliance with the Minister’s order under this section may be used in evidence against him.

Question 5

Failure to produce

Answer 5

[8A.05] Any failure to comply with the Minister’s order for inspection renders the corporation or any person guilty of an offence and upon conviction liable to a fine not exceeding $2,000 or to imprisonment not exceeding six months or both.

Question 6

Defence

Answer 6

[8A.06] It shall be a defence for the corporation and any person charged under this section that the books were not in his possession or under his control or that it was not reasonably practicable for him to comply with the requirement.