Company Compliance
12. Shares & Members
Authors: Staff Legal Eagle
Firm / Chambers:
Last updated: 06 Jul 2015
- If your company has share capital or members you need to keep a record of this. The record is called a register of members or share register. The register of members lists your company’s shareholders.
- The information you must keep in the register generally includes:
- information about the shareholders such as their name or company name;
- changes to the shareholder’s personal details and their holdings; and
- information about every allotment or issue of 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 or share certificate numbers; and
- whether or not the shares are fully paid including the amount paid, agreed to be paid or unpaid on the shares.
- Your company may have issued members, directors or officers with ordinary shares, preferential shares or a combination of both. Some companies also issue shares instead of paying cash or wages for example as part of a directors' remuneration.
- Before issuing, disposing or buying back shares of any sort you must check your company constitution to see if your company can do so. There may be restrictions in relation to the issue, disposal or buy-back of those shares. You may also need to check any written contract that you have issued with respect to company shares to see if there are any restrictions on how the shares can be disposed of or bought back by the company.
- All proprietary companies must advise the Australian Securities and Investments Commission (ASIC) of any changes to the company's share register. This can be done by lodging Form 484 with ASIC.
- ASIC may also need to be notified when shares are cancelled or issued or if there are any changes to your share structure.
- If you issue preference shares you must tell ASIC by lodging special forms. You need to lodge two forms.
- Form 2205 is for notification of resolutions regarding shares.
- Form 210 is for notification of statement of special rights carried by shares.
- If you issue shares for non-cash consideration under a written contract for example as part of a directors' remuneration package you must tell ASIC by lodging Form 484 and Form 207Z. This also notifies ASIC that you have complied with stamp duty law.
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