I. INTRODUCTION
The following is a summary of the principal recommendations made by the Commission in this Report. We indicate the paragraph numbers of the Report which deal with the respective topics.
II. HANDLING TRUST MONEY: GENERAL
(Chapter 4)
A Paying Money into Trust Accounts (paras 4.3-4.50)
1. Money which Must be Paid into a Trust Account (paras 4.4-4.20)
The Capacity in which Money is Received (paras 4.5-4.11)
R.1: Solicitors should be required to pay into their trust accounts any money entrusted to them "in the course of acting as a solicitor or of acting, in connection with their practice as a solicitor, in the capacity of trustee, agent, bailee, stakeholder, mortgage broker, company director or any other capacity. This would require an amendment to section 41(1) of the Legal Practitioners Act, 1898. It would also be desirable for the Law Society to develop guidelines f or the interpretation of this provision in particular contexts.
Money Received Outside New South Wales (paras 4.12-4.17)
R.2: (1) The requirement for solicitors to pay money into a trust account in a bank should apply to any money received by a solicitor in the course of practising as a New South Wales solicitor, regardless of whether the money was received in New South Wales or elsewhere.
(2) Where the money is received outside New South Wales and never brought into this State, the requirement that the money be paid into a bank in New South Wales should not apply, but in all other respects the trust account requirements of this State should apply.
R.3: (1) The Law Society of New South Wales should seek the co-operation of other law societies in developing specific guidelines for the handling of trust moneys received by solicitors who practise In more than one State and in making agreements as to which jurisdictions rules are to be applied to a particular firm or a particular transaction.
(2) In order to give effect to such guidelines and agreements, the Law Society should be given power to direct that certain money which falls within the ambit of New South Wales trust account legislation should be dealt with in accordance with the legislation of another State.
Prompt Deposit (paras 4.18-4.20)
R.4: Where money is required to be deposited in a solicitor’s trust account it should have to be deposited without delay and in any event not later than the end of the next banking day after the day on which it is received by the solicitor.
2. Money which May, but Need Not, be Paid into a Trust Account (paras 4.21-4.39)
Instructions to Dispose (paras 4.35, 4.38)
R.5: (1) Solicitors should not be required to pay trust money into a trust account where, not later than the end of the next banking day after its receipt the money is to be disposed of by the solicitor
- in accordance with written instructions by the person for or on whose behalf it was received; or
- in the same form in which it was received and in accordance with instructions, whether written or oral, by the person for or on whose behalf it was received.
Where there are express written instructions that the money is not to be paid into a trust account, the solicitor should not be permitted to pay it into such an account.
(2) By "payment in the form in which it was received" we mean that
- in the case of payment in cash, the amount of cash paid must be the same as the amount of cash received;
- in the case of payment by cheque or draft - payment must be effected by endorsement of the cheque or draft received.
Direct Payments Register (paras 4.36, 4.39)
R.6: Where trust money is not paid into a trust account details of the manner in which it has been dealt with should have to be recorded by the solicitor in a prescribed form of Direct Payments Register. The Register should constitute part of the solicitor's trust account records and be subject to independent scrutiny in the same manner as those records. Appropriate details should also be recorded in the trust receipt book and ledger.
R.7: The Direct Payments Register should be required to indicate
(i) the amount of money received;
(ii) when the money was received;
(iii) the name and address of the person for or on whose behalf the money was received;
(iv) whether the money was in cash, cheque or other form;
(v) where the money was in cheque form, the cheque number and the bank on which the cheque was drawn;
(vi) the name of the person from whom the money was received;
(vii) the manner in which it was received (for example, in person or by post);
(viii) the nature, and date of receipt of any direction for payment made by the person for or on whose behalf the money was received;
(ix) the amount of money which was paid;
(x) the name and address of the person to whom the money was paid;
(xi) the date on which the payment was made;
(xii) the form in which it was made (for example, cash, endorsed cheque, cheque); and
(xiii) the manner in which the payment was delivered (for example, in person or by post).
3. Money which Must Not be paid into a Trust Account (paras. 4.40-4.50)
R.8: Specific legislation should be enacted to the effect that money must not be paid into a solicitor’s trust account unless it is
- trust money;
- money which is partly trust money and partly the solicitor's own money, provided that the latter is then withdrawn from the trust account within one month;
- money which the solicitor considers on reasonable grounds is, or may be, trust money;
- money incorrectly withdrawn from the account; or
- money necessary to open or maintain the account.
B. Withdrawing Money From Trust Accounts (paras 4.51-4.73)
Written Instructions (paras 4.52-4.61)
R.9: Generally speaking, solicitors should not be required to obtain written authorisation in advance before withdrawing money from trust accounts. We make a specific recommendation, however, in relation to withdrawals for the purposes of investment (see R.57 below).
Forms of Payment (paras 4.62-4.66)
R. 10: All payments from trust accounts should have to be made by crossed cheques which are marked "not negotiable" and payable to order.
III. HANDLING TRUST MONEY: ISSUES RELATING TO COSTS AND DISBURSEMENTS
(Chapter 5)
A Payment into a Trust Account (paras 5.2-5.4, 5.15-5.24, 5.46-5.48)
R.11: Money received by a solicitor for or on account of costs or disbursements should have to be paid into a trust account unless
- the client has given written instructions for the money to be handled in some other way, and before or upon receipt of the money the solicitor delivers to the client an outline bill or receipt identifying the services or disbursements for which the money is being paid; or
- work has been done or disbursements have been made, an outline bill has been delivered to the client, and the money is applied towards payment of that bill.
If either of these two exceptions applies,
- the money must not be paid into a trust account unless in the case of the first exception the client's instructions leave the solicitor with a discretion as to whether or not the money is to be so paid pending its payment elsewhere; and
- the transaction must be recorded in the Direct Payments Register (see R6 above).
R.12: If work has not been done, or disbursements have not been made, at the time of receipt of the money, but it is done or they are made, and a bill is delivered, before the next banking day, the money must not be paid into a trust account (if such payment into the trust account has not already occurred before the bill is delivered).
R.13: In order to constitute an "outline bill", a bill should contain sufficient particulars to enable the general nature and scope of the work and/or disbursements to be identified and to be distinguished from other work done or likely to be done, or disbursements made or likely to be made, for the client in question. The bill should indicate the period which it covers.
B. Withdrawal from a Trust Account (paras 5.5-5.11, 5.25-5.39, 5.49-5.52)
R.14: A solicitor should not be permitted to withdraw money from a trust account for or on account of his or her own costs or disbursements unless
- the solicitor has delivered to the client an outline bill and the client has thereafter given written instructions, in a prescribed form, for the withdrawal to be made;
- the solicitor has delivered to the client an outline bill, attached to which is a statement in a prescribed form that money to meet the bill will be withdrawn from the trust account unless the client objects within one month to the quantum of the bill, and no such objection has been made;
- the solicitor has made disbursements on the instructions of the client; or
- the withdrawal is made to satisfy a judgement debt owed by the client to the solicitor.
R.15: The prescribed form for written instructions should include a statement explaining to the client that he or she is under no obligation to sign the form, and outlining the rights which he or she has if the form is signed, or is not signed, respectively.
R.16: (1) If a client objects to the outline bill within one month, the solicitor should then have to prepare and deliver a bill in taxable form.
(2) If the client does not seek taxation within one month after receiving the taxable bill, the solicitor should be entitled to withdraw sufficient money to meet the bill.
R.17: Where a solicitor has become entitled to withdraw money in accordance with the above rules, he or she should be required to make the withdrawal within one month of becoming so entitled, save where the entitlement relates either to disbursements or to work which has not yet been completed.
C. Refusal to Withdraw from a Trust Account (paras 5.12-5.14, 5.40-5.45, 5.53)
R.18: (1) The particular lien presently enjoyed by solicitors in relation to certain money received by them should be abolished.
(2) The uncertainty about whether or not solicitors in New South Wales have a general lien over trust money should be resolved by legislation. We do not necessarily oppose the existence of such a lien (at least in relation to trust money), provided that in addition to, or in substitution for, the existing system for taxation of costs a new system for reviewing bills of costs is established which is fair to both solicitors and clients but is simpler, quicker and cheaper than the existing taxation process.
IV. RECORDING AND ACCOUNTING FOR TRUST MONEY
(Chapter 6)
A. Opening Files and Retaining Records (paras 6.3-6.11)
R.19: Solicitors should be required to open a file for every matter which involves the handling of trust money, and to record in that file such information as, in conjunction with the trust account records, will explain all trust money transactions involved in the matter in question.
R.20: Solicitors should be required to retain
- all trust ledger accounts, cash books and journals for at least 12 years, and all other trust account records for at least seven years, after the last entry appearing in them;
- all Direct Payments Registers (and Securities and Investments Registers, see R-58 below), for at least 12 years; and
- all files relating to trust money transactions for at least 12 years after the date of the last transaction.
B. Computerised Trust Accounts (paras 6.12-6.24)
R.21: (1) The Solicitors Trust Account Regulations should be amended to give the Law Society of New South Wales power to approve trust accounts recording systems.
(2) Other amendments to the basic " book-keeping" aspects of those regulations should be made along the general lines of regulations 3-9 and 11 of the Law Society’s draft reproduced in Appendix III of this Report.
R.22: (1) Within the next three years, the Regulations should be further amended to provide more specific and comprehensive rules relating to the keeping of trust account records, including those which are in computerised form, and to reduce substantially the need for the Law Society to be involved in an extensive "approval" or "exemption" role.
(2) Accordingly, the Attorney - General should establish a special committee to monitor the operation of the interim amendments which we have recommended above (R.21) and to develop proposed new regulations (and such non-statutory rules, guidelines or other material as it may consider necessary) for submission to the Government in not more than three years time.
(3) An appropriate composition for this special committee would be the Auditor General (as chairperson), two representatives of the Law Society, one representative each of the Institute of Chartered Accountants and the Australian Society of Accountants, one or two experts in computers, and the Parliamentary Counsel or his or her nominee.
C. Statements of Account to Clients (paras 6.25-6.32)
R.23: (1) Where solicitors receive trust money for a client they should be required to provide the client with a statement of account in relation to that money
- where the matter is not completed within six months - not more than six months after its commencement and at intervals of not more than three months thereafter;
- within one month of completion of the matter in question; and
- at any other time upon request by the client.
(2) This duty should not be capable of being waived by the client.
R.24: (1) The statements of account should be required to provide particulars of all receipts and payments of trust money, and the total amount of any such money remaining.
(2) Each statement should be deemed part of the solicitor's trust account records and accordingly be subject to independent scrutiny (see below).
D. Trial Balances and Bank Reconciliations (para 6.34)
R.25: Solicitors should be required to prepare trial balances and bank reconciliations of their trust accounts as at the end of each month, and to do so within 21 days of that date.
V. INDEPENDENT SCRUTINY: LAW SOCIETY INSPECTIONS AND INVESTIGATIONS
(Chapters 7 and 8)
A Frequency of Inspection (paras 7.5-7.9, 8.3, 8.16, 8.23)
R.26: (1) The Law Society should ensure that it achieves within the next year its recently stated objective of inspecting the trust accounts of every practice in the State once each year, and should maintain that frequency of inspection thereafter. The Society should ensure that this increased frequency is accompanied by further refinement of inspection techniques.
(2) At least during the next few years, the Law Society should inspect sole practices more frequently than other practices and/or ensure that inspections of sole practices are particularly thorough.
B. Powers of Inspectors (paras 7.2-7.4, 8.13, 8.16-8.19, 8.24)
R.27: The Law Society’s Inspectors should have the same extensive powers as Investigators now have to require solicitors to provide documents (such as office files and general accounts) and other information which relates to the solicitor’s practice.
R.28: Inspectors should have access to any check - list, audit program, working papers and other documents used by the accountant responsible for examining a particular practice's trust accounts (see below) and should be expressly entitled to confer with the accountant.
VI. INDEPENDENT SCRUTINY: ACCOUNTANTS' EXAMINATIONS
(Chapters 7 and 9)
A. Trust Accounts to be Audited Annually (paras 9.37-9.38, 9.48, 9.67, 9.71)
R.29: Solicitors' trust accounts should have to be audited each year. Without limiting the generality of that requirement - a number of other requirements of a general nature should be specified by statute (see RR.30-35 below).
B. General Requirements of the Audit (paras 9.10-9.77)
R.30: The principal purpose of the audit should be defined as the detection of frauds, defalcations, illegalities and irregularities. This would not mean however, that accountants conducting the audit would have to give an opinion that no fraud etc. has taken place, nor that an accountant who acted with all reasonable care and skill would nevertheless be liable for failing to detect for example, a well-concealed defalcation.
R.31: The audit should have to be conducted in accordance with the current Statements of Auditing Standards and Auditing Practice published by the Institute of Chartered Accountants in Australia and the Australian Society of Accountants.
R.32: Accountants conducting these audits should be required to state in their report whether, based on appropriate examination and sampling techniques, they are of the opinion that throughout the period covered by the report
- trust moneys have been handled in accordance with the relevant statutory provisions (ie. at present section 41 of the Legal Practitioners Act); and
- the proper accounting records have been kept, and all trust moneys have been recorded and accounted for in accordance with the relevant statutory provisions (ie. at present sections 41 and 42(2) of the Legal Practitioners Act and the Solicitors' Trust Account Regulations).
This would mean, amongst other things, that an opinion would have to be given about whether, as required by section 42(2), the records have been kept "in such a manner as to disclose the true position in regard I to the trust moneys and to enable the account to be conveniently and properly audited".
R.33: Accountants conducting such audits should also be required to report
- whether, in their opinion, the practice's accounting and financial control systems are adequate for a practice of its particular nature; and
- any other matter which they consider should be brought to the attention of the Law Society.
R.34: (1) Accountants responsible for auditing a practice should be required to make at least one unannounced visit (or, in the case of sole practices, at least two such visits) to inspect the practice's accounts during the period covered by the annual audit, with the principal purpose being to form an opinion whether, based on limited sampling not amounting to an audit, the accounting records are being kept in the required form and are reasonably tip to date, there are no debit balances in the trust ledger, and the prescribed trial balance statements have been properly prepared.
(2) This opinion should be stated subsequently in the annual audit report but if the accountant detects any material irregularity or breach of the law it should have to be reported forthwith to the Law Society.
R.35: (1) For the purposes of conducting an audit accountants should have access not only to the trust account records but also to office files, general accounts and all other documents relating to the practice, and should be entitled to require the solicitor to provide such other Information as is reasonably necessary, for the purposes of the audit.
(2) If an accountant seeks access to such material or information and is refused, he or she should have to mention the refusal in the audit report.
(3) Information covered by legal professional privilege should retain that protection despite disclosure to the accountants except where it is to be given in private session in the course of disciplinary proceedings against the solicitor.
VII. INDEPENDENT SCRUTINY: OTHER ISSUES
(Chapter 10)
A Specific Aspects of Examinations and Inspections (paras 10.2-10.32)
Client Verification (paras 10.2-10.20)
R.36: (1) Accountants' examinations should be required to include client verification of a sample of the solicitor's trust account records. The sampling basis should be determined by the individual accountant and explained in his or her report.
(2) If it is considered, contrary to this recommendation, that client verification should not be required in every case, we consider nevertheless that accountants should be expressly entitled to seek client verification and should be required to include in their report the nature of any client verification which they have carried out or the reasons why such verification was considered unnecessary.
R.37: (1) When seeking client verification accountants should be required to send a letter in prescribed form to the client.
(2) The letter should be accompanied by details, in a readily comprehensible form, of the trust account records which it is sought to verify and should ask the client to respond directly to the accountant.
(3) The prescribed form of letter should explain that requests for verification are required in relation to every solicitor, that clients to be contacted are chosen on a random basis (if that is the case), and that a request for verification should not be regarded as a ground for suspicion.
(4) Clients should be provided with details of all trust account entries relating to them for a recent period, rather than merely the balance currently shown in their accounts.
R.38: In addition the Law Society’s Inspectors should be expressly empowered to seek client verification in the course of routine inspections, if they consider it appropriate to do so, provided that they use a prescribed form of letter similar to that which we have recommended above in relation to accountants.
Other Specific Checks (paras 10.21-10.32)
R.39: (1) In addition to certain basic book-keeping and arithmetical checks, accountants' examinations should be required to include checks of systems, and sample checks, in order to enable the accountant to express an opinion whether
- transactions in respect of
have been handled and recorded correctly;
- the Direct Payments Register has been maintained correctly;
- the requirements concerning delivery of statements of account have been satisfied;
- reconciliations between the trust ledger and the bank records have been prepared each month; and
- conveyancing or borrowing transactions between the solicitor and his or her clients have been made in compliance with the rules and Law Society statements relating to the provision of independent legal advice for clients (see paras 11.5 - 11.6 of the Report) and any trust moneys involved have been handled and recorded correctly.
(2) In order to facilitate the last of these checks, solicitors should be required to disclose to their accountant all conveyancing or borrowing transactions between themselves (or an associated party) and one or more of their clients.
(3) Accountants should be required to state in their reports that they have undertaken each of these checks, and to state their opinion on each of the matters listed above.
R.40: (1) The Law Society, in conjunction with the two principal associations of accountants and the Auditor General, should prepare an advisory audit Program (or different Programs for different types of practice) and issue it to all accountants responsible for examining solicitor’s trust accounts.
(2) The Program should include, amongst other things, items of the kind that are currently included in the check-list for Inspectors, especially those to which we refer in paragraph 10.22 of the Report.
(3) The Program should be supplemented by regular Audit Circulars.
(4) Accountants should be required to state in their reports that they have perused the current Program and Circulars.
R.41: It should be made clear to accountants that the generality of their obligations to conduct an audit and to express opinions of a general nature about compliance with the law are not limited to carrying out such specific checks as are required by statute or mentioned in an Audit Program.
R.42: Consideration should be given to amending the check - list for Inspectors so as to require them to conduct some or all of the checks which we have recommended above should have to be conducted in the course of accountants' examinations.
B. Appointment, Qualifications and Other Issues Relating to Accountants (paras 10.33-10.66)
Appointment and Removal (paras 10.34-10.44)
R.43: Appointment of the accountant by whom a solicitor’s trust accounts are to be examined should be made by the solicitor, and notified to the Law. Society, within one month of the solicitor first holding any trust money.
R.44: Appointments should be subject to the Law Society’s approval and the Law Society should be entitled to withhold or withdraw approval if it believes on reasonable grounds that the accountant in question may not properly perform his or her duties or has not properly performed them in the past.
R.45: The Law Society should not withhold or withdraw approval without giving the accountant and the solicitor an opportunity to show cause why approval should be granted, and there should be a right of appeal to the Supreme Court against a withholding or withdrawal.
R.46: Solicitors should not be permitted to terminate an accountant’s appointment without the approval of the Law Society, which approval should not be unreasonably withheld.
R.47: Accountants should not be permitted to resign an appointment without the approval of the Law Society, which approval should not be unreasonably withheld.
R.48: Persons seeking approval for termination or resignation should be required to provide reasons therefore to the Law Society.
Qualifications and Training (paras 10.45-10.54)
R.49: Accountants' examinations should have to be conducted by accountants who are registered under the Public Accountants Registration Act, 1945.
R.50: (1) The Law Society, in conjunction with the principal associations of accountants, should organise at least once each year a seminar relating to examination of solicitor’s trust accounts.
(2) Accountants who are responsible for examining such accounts should be required to attend at least one of these seminars every two years.
Other Work for the Solicitor (paras 10.55-10.60)
R.51: (1) Save with the approval of the Law Society, accountants who have been appointed to examine a solicitor's trust accounts should not be permitted to carry out any other work for that solicitor except
- the auditing of other accounts maintained by the solicitor in the course of his or her practice; or
- advisory or consulting duties consequential on his or her function as the examining accountant or auditor of other accounts of the practice.
(2) Accountants should be prohibited from acting as the examining accountant for any solicitor of whom they have been an employee at any time within the two years prior to the period covered by the examination.
(3) Examining accountants should be required to state in their reports that they have not contravened these prohibitions.
Delivery of Reports (paras 10.62-10.66)
R.52: Accountants should be required to submit their report directly to the Law Society, and the Society should then be responsible for forwarding a copy of the report to the solicitor unless it considers that the report should be withheld in the interests of preventing, detecting, or preserving evidence of, irregularities. The accountant should not be entitled to disclose his or her report to the solicitor without the approval of the Law Society.
C. Duties to Disclose Reasonable Suspicions (paras 10.67-10.79)
R.53: Solicitors, and accountants conducting examinations of solicitor’s trust accounts, should be under a general statutory duty to report promptly to the Law Society any facts or circumstances which have given rise in their minds to reasonable suspicions that
- a solicitor has failed properly to pay or account for trust moneys, or is likely to do so in the immediate future;
- a solicitor has committed a material breach of the statutory provisions relating to the handling and recording of trust moneys;
- a solicitor’s trust account is overdrawn or has debit trust ledger balances for which no satisfactory explanation has been provided; or
- cheques drawn on a solicitor’s trust account have been dishonoured due to an insufficiency of funds in the account.
R.54: (1) Banks should be under a general statutory duty to report promptly to the Law Society
- whenever a solicitor’s trust account is overdrawn; or
- whenever a cheque drawn on such an account is dishonoured.
(2) In order to assist bankers to comply with this duty, all trust bank accounts held by a solicitor should have to include the words “Solicitors Trust Account” in their title.
R.55: Any such report made by solicitors, accountants or banks should remain confidential to the Law Society save to the extent that it is necessary to disclose it in the course of disciplinary or court proceedings or in order to comply with duties of disclosure to the police.
VIII. INVESTMENT OF CLIENTS' MONEY
(Chapter 11)
A Borrowing from Clients (paras 11.4-11.11)
R.56: (1) The substance of the Law Society’s ruling in 1979 about borrowing from clients (see paras 11.5-11.6 of the Report) should be embodied in statutory regulations.
(2) Also, the definition of the solicitor’s immediate family should be extended to include spouses of the relatives currently listed, and spouses should be defined as including de facto spouses.
B. Instructions from Clients (paras 11.12-11.17)
R.57: Solicitors should be subject to a general requirement to obtain the clients written authorisation in a prescribed form before using trust money for the purposes of investment It may be appropriate, however, to make certain limited exceptions to this requirement.
C. Registers and Summaries of Investments (paras 11.18-11.26)
R.58: (1) Solicitors should be required to maintain a Securities and Investments Register containing prescribed details of
- all mortgages and other securities which are held in their name on trust or under which they are authorised to collect principal and/or interest; and
- all investments of trust monies for or on behalf of any person and for which there is no such mortgage or security.
(2) We have expressed the above recommendation in general terms, but there may be a case for certain limited exceptions. For example, the Law Society has proposed an exception for securities handed to a solicitor in a scaled packet for safe custody only. In relation to the details which ought to be prescribed, we agree with the substance of the proposals made by the Law Society (see Appendix III of this Report reg.15).
R.59: Entries in the Securities and Investments Register should have to be made within a prescribed time. The Register should form part of the trust account records and therefore, amongst other things, be subject to the same independent scrutiny as other parts of those records.
R.60: Solicitors should be required to provide lenders, within a prescribed time, with a Summary containing the same details of transactions made on their behalf as are included in the Securities and Investments Register.
D. Nominee Companies (paras 11.27-11.36)
R.61: Solicitors should be entitled to operate nominee companies subject to the following conditions.
(i) All members and directors of the company should have to be solicitors (subject to an exception in the case of sole practitioners, along the lines currently proposed by the Law Society - see para.1 1.34 of the Report).
(ii) The company’s activities should have to be confined to holding or dealing with property on trust
(iii) The company and its directors should be prohibited from deriving any financial benefit from its activities, other than solicitor’s professional costs for acting as a solicitor.
(iv) The directors should be required to guarantee Jointly and severally the repayment of principal, and the payment of due interest, to lenders.
(v) The company should be required to execute appropriate declarations of trust, or otherwise to evidence the trust, in respect of each transaction.
(vi) Money received by the company should be subject to the-statutory provisions relating to solicitor’s trust money in the same way as if it is received by the solicitor as trust money (Including, for - example, the provisions relating to the keeping of Registers and the provision of Summaries to lenders).
(vii) The company's accounts should be ' deemed part of the solicitor’s trust accounts, and be subject to the statutory provisions relating to such accounts (Including, for example, the provisions relating to inspections and accountants' examinations).
(viii) For the purposes of the rules of professional conduct, the acts of the company should be deemed to be also the acts of each of its directors, and the acts of solicitors as directors should be deemed to be acts in the course of their practice as solicitors.
E. Private Finance Companies (paras 11.37-11.62)
R.62: (1) Solicitors' private finance companies should be prohibited. Solicitors currently having an interest in such companies should be given a reasonable time (say, two years) within which to withdraw from them or wind them up.
(2) If, however, it is considered that such companies should not be prohibited, they should be required to be licensed by the Corporate Affairs Commission in accordance with a scheme of the kind currently administered by the Commissioner or Corporate Affairs in Victoria, and the Law Society should be entitled to examine the accounts and other records of such companies.
