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:

  • their name and address
  • the date on which their name was entered in the register, and
  • the shares held by 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:

  • the date of every allotment (or issue) of shares
  • the number of shares in each allotment
  • the class (or classes) of shares
  • the share numbers (if any), or share certificate numbers (if any), of the shares
  • whether or not the shares are fully paid (including the amount paid on the shares and the amount unpaid on the shares, if any).

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:

  • a person who was not previously in the top 20 members of a class joins those ranks, or
  • a person who was previously in the top 20 members of a class drops out of those ranks

Form 484 (Section C) is also what you use to advise us when a person in the top 20 members of your proprietary company:

  • transfers their shares to another person
  • increases or decreases their shareholding
  • changes their shares from beneficially to non-beneficially held (or vice versa)
  • increases the amount paid on their shares.

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:

  • number of shares issued
  • class to which each share belongs
  • amount (if any) paid, or agreed to be considered to be paid, on each of the shares
  • amount unpaid (if any) on each of the shares.

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:

  • Bonus shares - shares that are issued when no fee is payable to the company and the issue does not require any increase to the company's share capital.
  • Preference shares - shares that give holders some right or preference such as priority payment of dividends over other share classes.
  • Redeemable preference shares - shares that according to their terms of issue, may be redeemed at:
    • the company’s option, or
    • the members’ option, or
    • a fixed time or on a specified date.

Proprietary companies

For proprietary companies only, the Form 484 also asks for the details of:

  • the members to whom the shares were allocated
  • the share holding for each member.

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:

  • the classes of shares, shown by the share class code or a description of the share class
  • the total number of shares issued by the company, and
  • for each share class the total:
    • number of shares issued
    • amount paid on these shares and amount unpaid on these shares, if applicable.

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:

  • Form 484 (Section C)
  • Form 207Z Certification of compliance with stamp duty law (This form certifies that the company has paid all state and territory stamp duties associated with the written contract.)

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:

  • existing shares are cancelled
  • existing shares have not been issued or cancelled but, for a class of shares issued by the company that is not fully paid, there has been a change to the total amount of money that has been paid for those shares. A public company is only required to notify this in response to its annual statement.

For proprietary companies only, they must also tell us if:

  • the register is updated to show the transfer of shares from one member to an existing member or to a new member
  • it alters a beneficial holding for any of its top 20 members in each share class by lodging a Form 484 (Section C).

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

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

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.

Search our registers

Use our online services

Find a form

Last updated: 20/10/2014 10:19