Shares

If a company with share capital issues shares, they must keep a record of all the shares they've issued. This record is sometimes called 'the register' or the 'share register'.

The register must have information about the company's members (or shareholders) and the number of shares in the company. 

Members

The register must contain the following information about each member:

  • their name and address
  • the date their name was added to the register, and
  • the shares held by each member.

The register must also show if the member has any shares that are not beneficially held. Beneficially held means that the owner of the shares gets the direct benefit from the shares. For example, benefits could include dividend payments.

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). If the holder of the shares is a trustee or executor, the shares should show as not being beneficially held. This requirement does not apply to a listed company.

Any changes to a member's personal details and/or their holdings must be recorded in the register.

Shares

The register must have 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 the shares are fully paid (including the amount paid on the shares and the amount unpaid on the shares, if relevant).

Information you must send to us

You must provide information on your register to ASIC.

Information about members

Proprietary companies must tell us of any changes to member details using a Change to company details (Form 484). Public companies do not need to supply this information.

If the company has more than 20 members you must tell us of changes affecting the top 20 members in each class of share. You would need to submit a Change to company details 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

A Change to company details is also used to tell 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 tell us:

  • when they issue or cancel shares and
  • when they make changes to their share structure.

The transactions you need to complete are outlined below.

Issues of shares

When any company issues shares they must tell us within 28 days after the issue by lodging a Change to company details. 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 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 standard class titles such as ordinary, A class or B class shares etc. or choose their own title for each class of share. 

Share class code Full title
A A
B B... etc
EMP Employee's
FOU Founder's
LG Life governor's
MAN Management
ORD Ordinary
RED Redeemable
SPE Special
PRF Preference
CUMP Cumulative preference
NCP Non-cumulative preference
REDP Redeemable preference
NRP Non-redeemable preference
CRP Cumulative redeemable preference
NCRP Non-cumulative redeemable preference
PARP Participative preference

A company may also issue other types of shares including:

  • Bonus shares - shares issued when no fee is payable to the company and the issue does not make 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 
    • the members’ option or
    • a fixed time or on a specified date.

Proprietary companies

A Change to company details for proprietary companies must also provide the details of:

  • the members who were allocated shares and
  • the shareholding for each member.

A company must summarise its share structure by completing the share structure table on the Change to company details. At the same time they must also tell us about any changes that affect the share structure.

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 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 the share structure after the annual statement is issued. They can do this by completing a Change to company details.

If a public company lodges a notice of share issue or cancellation at any other time during the year, they must also complete a Change to company details to alter the share structure.

Share issues that require other form notifications

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 notify us by a Notification of resolutions regarding shares (Form 2205). Rights attached to preference shares under the company’s constitution must be notified by a Notification of statement of special rights carried by shares (Form 210) within 14 days of the rights being issued.

Shares issued under contract

If shares are issued for non-cash consideration under a written contract, all companies must tell us within 28 days after the issue by a:

  • Change to company details, and
  • Certification of compliance with stamp duty law (Form 207Z). 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 a copy of the written contract or a Notification of details of shares issued other than for cash (Form 208).

Where shares are issued for non-cash consideration under contract that is not in writing, or some other reason, public companies must lodge the Notification of details of shares issued other than for cash (Form 208) with the Change to company details.

Other share changes notified on a Change to company details

A company must also lodge a Change to company details when:

  • they cancel existing shares
  • a class of shares issued by the company is not fully paid, but a change to the amount of money that has been paid occurs. A public company only needs to tell us after the annual statement is issued.

Proprietary companies must also tell us if:

  • the register is updated when shares are transfered from one member to another
  • it alters a beneficial holding for any of its top 20 members in each share class by lodging a Change to company details.

The Corporations Act 2001 does not have a definition of ‘beneficial holding’; but it usually means that the owner of the shares receives direct benefits from the shares. Benefits could include dividend payments or voting rights.

Guide to parts of the Change to company details that must be completed for an issue of shares

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

Cancelled or forfeited shares

See Information Sheet 15 Cancellation of shares: Reference guide for information about cancelled or forfeited shares.

General guide to notifying ASIC of changes to the register

All companies

Type of change

What to lodge

When to lodge

New issue (s254X(1))

A new class of shares is issued

Change to company details

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)

Change to company details

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)

Notification of division or conversion of classes of shares (Form 211)

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)

Notification of division or conversion of classes of shares (Form 211)

Within 14 days after the conversion

Conversion of shares within the same class to a larger or smaller number (s254H)

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)

Notification of resolutions regarding shares (Form 2205)

Within 1 month after passing the resolution

For public companies only

Type of change

What to lodge

When to lodge

Non-cash issue by a public company 
(s254X(1) & (2))

A public company issues share for non-cash benefit

Change to company details AND

If the shares are issued under a written contract:

  • Certification of compliance with stamp duty law (Form 207Z) AND
  • Notification of details of shares issued other than for cash (Form 208) OR
  • Copy of the written contract (if any)

Within 28 days after the issue

For proprietary companies only 

Type of change

What to lodge

When to lodge

Non-cash issue by a proprietary company 
(s254X(1) & (2))

A proprietary company issues shares for a non-cash benefit

Change to company details AND

If the shares are issued under a written contract:

  • Certification of compliance with stamp duty law (Form 207Z)

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

Change to company details 

Within 28 days after register is updated

Change to member details (s178A(1))

Member has changed their details (e.g. name or address)

Change to company details 

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)

Change to company details 

Within 28 days after particular is updated in register

Related links

This is Information Sheet 70 (INFO 70), reissued June 2016. Information sheets provide concise guidance on a specific process or compliance issue or an overview of detailed guidance.

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Last updated: 08/06/2016 09:42