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Shares



See also:

Records of shares


A company with share capital must keep a record of all the shares that the company issues. This record is called the register of members (the register). It is sometimes called the ‘share register’.

Generally the register must contain information about the members (or shareholders) of the company and the shares existing in the company.


Members


The register must contain the following information about each member:
The register must also indicate if any of a member’s shares are not beneficially held. Beneficially held usually means that the owner of the shares is entitled to the direct benefit from the shares. For example, benefits could include the entitlements to payments in relation to any dividends.

Shares held by a person as trustee, nominee or on account of another person are non-beneficially held. (i.e. the member holds the share for the benefit of someone else). When a trustee or executor is listed as the holder of shares, the shares should be shown as not being beneficially held. This requirement does not apply to a listed company.

Any changes to members’ personal details and/or their holdings must also be recorded in the register.


Shares


The register must detail information about shares including:

Information you must send to us


Some of the information you record on your register must also be sent to ASIC.


Information about members


Proprietary companies must advise us of any changes to member details using a Form 484. Public companies do not need to supply this information.

If your proprietary company has more than 20 members you need only tell us of additions or alterations affecting the top 20 members in each class of share. You would need to submit a Form 484 (filling in Section C) if:
Form 484 (Section C) is also what you use to advise us when a person in the top 20 members of your proprietary company:
These changes can be the result of the company issuing more shares, the person acquiring shares from another member, another member ceasing to be in the top 20, or any combination of these.


Information about shares


All companies need to advise us when they issue or cancel shares and when they make changes to their share structure.

The forms you use to inform us about share issues and changes to shares are discussed in detail below.


Issues of shares


When any company issues shares they must tell us within 28 days after the issue by lodging a Form 484 (Section C). This form asks for information about the:
A company can issue different classes of shares. The rights and restrictions attached to shares in a class distinguish it from other classes. A company can use the standard class titles such as ordinary, A class or B class shares etc or choose their own title for each class of share. A company may also issue other types of shares including:

Proprietary companies


For proprietary companies only, the Form 484 also asks for the details of: A proprietary company must summarise its share structure by completing the share structure table on the Form 484 (see C3 of Section C). A proprietary company must tell us about any changes that affect its share structure at the same time any alteration or addition is notified.

The share structure table must show:
Shares can be fully paid or partially paid. A fully paid share means a share on which no amount remains unpaid. A company may set the terms on which its shares are issued and the rights and restrictions attached to the shares.


Public companies


A public company must tell us if there are any changes to its share structure in response to its annual statement by completing the C3 table in Section C of the Form 484.

At any other time during the year when a public company must lodge a notification of share issue or cancellation, we ask that a public company also tell us of the alterations to its share structure by completing the C3 table.


Share issues which require other forms be lodged


Preference shares


Preference shares are shares that give holders some right or preference.

The rights attached to an issue of preference shares must be approved by a special resolution, or be set out in the company’s constitution. This protects the interests of existing members by ensuring that they agree to the rights of the preference shares.

If the members of a public company pass a resolution approving the rights in an issue of preference shares the company must tell us by lodging a Form 2205 Notification of resolutions regarding shares.
Rights attached to preference shares in accordance with the company’s constitution must be submitted with a Form 210 Notification of statement of special rights carried by shares within 14 days after the rights are made.


Shares issued under contract


If any shares are issued for non-cash consideration under a written contract, all companies, both proprietary and public, must tell us by lodging the following two forms within 28 days after the issue:
A public company must also lodge either a copy of the written contract or a Form 208 Notification of details of shares issued other than for cash.

Where shares are issued for non-cash consideration under contract that is not in writing, or some other reason, public companies must lodge the Form 208 with the Form 484.


Other share changes notified on a Form 484


A company must also lodge a Form 484 telling us when:
For proprietary companies only, they must also tell us if:
The Corporations Act 2001 does not have a definition of ‘beneficial holding’; however it usually means that the owner of the shares receives direct benefit from the shares. Benefits could include receiving payments in relation to any dividends or having voting rights.


Guide to parts of Form 484 that must be completed for an issue of shares



Type of companySection C2
Issue of shares
Section C3
Change to share structure table
Section C4
Change to register of members
Proprietary company
  • Public company
      When the shares are issued
    • As part of the annual review process


  • Cancellation and forfeiture of share


    For information about cancellation and forfeiture of shares, please refer to Cancellation of shares: Reference guide (INFO 15)


    More information about shares


    The following information sheets are also available:

    General guide to notifying ASIC of changes to register



    Type of changeWhat to lodgeWhen to lodge
    New issue (s254X(1))
    A new class of shares is issued
    Form 484 Change to company details (Section C)Within 28 days after the issue
    New issue - current class (s254X(1))
    New shares are issued within a current class (e.g. 500 ‘A class’ shares become 600 ‘A class’ shares)
    Form 484 (Section C)Within 28 days after the issue
    Division of a class (s246F(1)(a))
    Shares that were previously undivided are divided into different classes (e.g. 200 'A class' shares are divided into 100 'B class' and 100 'C class' shares)
    Form 211 Notification of division or conversion of classes of shares Within 14 days after the division
    Conversion of a class (s246F(1)(b))
    Shares are converted into another class (e.g. 500 'A class' shares become 500 'B class' shares)
    Form 211 Within 14 days after the conversion
    Conversion of shares within the same class to a larger or smaller number (s254(H))
    When any company passes a resolution to convert all or any of its shares into a smaller or larger number of shares (e.g. 100 shares are converted to 1000 shares)
    Form 2205 Notification of resolutions regarding shares Within 1 month after passing the resolution
    For public companies only
    Non-cash issue by a public company (s254X(1) & (2)
    A public company issues share for non-cash benefit
    Form 484 (Section C)
    AND
    If the shares are issued under a written contract - Form 207Z
    AND
    Form 208 Notification of details of shares issued other than for cash OR
    Copy of the written contract (if any)
    Within 28 days after the issue
    For proprietary companies only
    Non-cash issue by a proprietary company (s254X(1) & (2))
    A proprietary company issues shares for a non-cash benefit
    Form 484 (Section C)
    AND
    If the shares are issued under a written contract a Form 207Z Certification of compliance with stamp duty law
    Within 28 days after the issue
    Transfer of shares (s178A(1))
    Shares are transferred (e.g. sold) from one member to another or new member
    Form 484 (Section C)Within 28 days after register is updated
    Change to member details (s178A(1))
    Member has changed their details (e.g. name or address)
    Form 484 (Section A)Within 28 days after register is updated
    Change to member holdings (s178A(1))
    Member has changed their holding (e.g. beneficially held or fully paid)
    Form 484 (Section C)Within 28 days after particular is updated in register


    This is Information Sheet 70 (INFO 70). Information sheets provide concise guidance on a specific process or compliance issue or an overview of detailed guidance.

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