AustraliaServices Corporate complianceShare issues & transfers

Corporate compliance

Share issues & transfers for Australian businesses

Issues and transfers papered and notified on Form 484 — no authorized-capital ceremony, because Australia abolished it in 1998.

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What is share issues & transfers?

Issues and transfers papered and notified on Form 484 — no authorized-capital ceremony, because Australia abolished it in 1998.

If you've come from a jurisdiction where a company has to raise its "authorised capital" before it can issue more shares, the first thing to unlearn in Australia is that the ceiling doesn't exist. The Company Law Review Act 1998 abolished authorised (nominal) share capital and par value for every Australian company. There is nothing to increase and nothing to file to increase it — a company can issue any number of shares at any time it chooses, subject only to its own constitution or the statutory replaceable rules and the internal approvals they require. The corresponding filing pain in an India-style regime (a fee-bearing Form SH-7 gating how many shares a company may ever issue) simply has no Australian counterpart.

What Australia does require is that ASIC finds out after the fact. Any change to a company's share structure — a new issue, a transfer between holders, a change in the total number of shares on issue — gets notified through Form 484 within 28 days of the event. That is a self-reporting deadline with no processing queue behind it: there is no expedite tier to buy because there is nothing to wait in line for, which also means there is no forgiveness for missing it. Miss the 28 days and the standard late-fee schedule applies — $102 within a month, $428 beyond it (FY26-27 figures, indexed each 1 July) — the same schedule that governs every other late Form 484 lodgement.

Who does what

Prepared and notified through the ASIC registered agent; duty questions, where a state still asks them, go to the adviser.

Who does what

Your CapEasy teamShare issues & transfers, the reconciliations and reporting behind it, and the questions list that keeps it honest.
Your registered BAS or tax agentEverything that carries a licence in Australia — rendered exactly as written: work out what goes on your bas, or advise you on it — under tasa 2009 that requires registration we do not hold.
YouOne conversation with one named person, and the decisions that are genuinely yours.

Share issues & transfers in Australia

There is no authorised-capital ceiling to raise, because Australia abolished it in 1998

The Company Law Review Act 1998 removed authorised (nominal) share capital and par value from Australian company law entirely. A company can issue any number of shares it wants at any time, limited only by its constitution or the replaceable rules (Corporations Act s.254A onward) and any pre-emption or shareholder-agreement terms already in place — there is no ceiling filing analogous to a Form SH-7 to lodge first. The only filing obligation is the after-the-fact one: Form 484 within 28 days of the issue, notifying ASIC of the new share structure.

A share issue or transfer goes on Form 484, and the clock starts the day it happens, not the day someone notices

Form 484's share-structure and members-register sections cover both a new share issue and a transfer between existing holders. The 28-day window runs from the date of the event itself — the allotment, or the transfer taking effect — not from when the paperwork gets tidied up. Missing it triggers the standard ASIC late-fee schedule ($102 within one month late, $428 beyond one month, FY26-27 figures under the Corporations (Review Fees) Regulations Sch 2), the same schedule that applies to every other late Form 484 change.

A new director-shareholder still needs a Director ID before anything is finalised, if the issue or transfer brings a new officeholder on

If a share issue or transfer coincides with someone becoming a director, that person must already hold an ABRS Director ID before consenting to the appointment — the ID has to exist first, it cannot be arranged alongside the paperwork. This sits outside the share-transaction mechanics themselves but is a common point where an otherwise-ready Form 484 stalls, so we check for it at intake rather than at lodgement.

Stamp duty on unlisted share transfers is a state question, not an Australia-wide answer

Duty on transfers of unquoted (unlisted) shares has been abolished in some states — confirmed in Victoria, where it was removed from 1 July 2002 — but treatment differs by state and territory and has to be checked against the jurisdiction where the transferring company is registered. We flag every transfer for a state-specific duty check rather than assuming the answer that applies in one state applies everywhere; where the duty position needs to be given as formal tax advice, that call belongs to your registered tax agent.

What your registered BAS or tax agent receives from us

  • The Form 484 data set for a share issue or transfer — issuer/transferor and transferee details, share class and quantity, effective date — prepared and notified through your ASIC registered agent.
  • A constitution or replaceable-rules check confirming whether pre-emption rights, director-approval requirements, or shareholder-agreement transfer restrictions apply to the specific transaction.
  • Draft board-resolution wording authorising the issue or approving the transfer, matched to the powers actually available under the constitution or replaceable rules.
  • An updated internal register of members reflecting the new holding, the document ASIC expects the company to maintain in parallel with what it lodges.
  • A share certificate drafted for the company to issue to the new or increased holder — a company-issued paper/PDF record, since there is no demat or CHESS holding for Pty Ltd shares.
  • A state stamp-duty flag on any transfer, naming the state the company is registered in and whether that state has abolished duty on unquoted-share transfers, routed to your adviser for the formal position.

Questions worth asking before you start

Who actually does the work — a person or an AI tool?

A named person on our team owns your file and reviews everything that leaves it. Software does a real share of the grinding underneath it — coding, matching, flagging the obvious gaps — but nothing regulated happens without a person’s judgement, and nothing here is signed or filed by an algorithm.

Who can legally lodge this?

Prepared and notified through the ASIC registered agent; duty questions, where a state still asks them, go to the adviser.

Which software do you work in?

Whatever you already run. Most commonly QuickBooks, Xero, NetSuite, Sage, Zoho Books and a handful of others — we work inside your system rather than moving you onto one of our own.

How does this actually start?

A short, free read-only look at what you already have, and a written note on what we found. A scoping call decides the size of the engagement — nothing here commits you to anything.

What does it cost?

There is no published price for share issues & transfers — it depends on volume, how many entities are involved, and how far behind the books are. We quote after the read-only review, which is free.

How does this fit with the rest of corporate compliance?

Share issues & transfers sits inside corporate compliance, alongside ASIC annual review support, Company name change, Registered office & officeholder changes. Most clients end up buying the category as a whole rather than one leaf at a time, but starting narrow is fine.

Do we need to increase our authorised capital before issuing more shares?

No — Australia abolished authorised (nominal) share capital entirely under the Company Law Review Act 1998. There is no ceiling to raise and no filing to raise it. You can issue shares under the powers your constitution or the replaceable rules already give the directors, then notify ASIC via Form 484 within 28 days.

Is there an ASIC fee for issuing new shares?

No fee for the share-issue notification itself. The only cost exposure is the standard Form 484 late-fee schedule if the 28-day notification window is missed — $102 within a month late, $428 beyond it, FY26-27 figures.

How long do we have to notify ASIC after a share issue or transfer?

Twenty-eight days from the date the issue or transfer takes effect, via Form 484. It is a self-reporting deadline with no processing queue behind it, so there is no expedite option — the risk is missing the internal deadline, not waiting on a slow government process.

Do private company shares in Australia settle through a demat or electronic system like CHESS?

No. CHESS is Australia's electronic settlement system for securities listed on the ASX. Private (Pty Ltd) company shares are held on the company's own register of members, transferred by an off-market instrument of transfer, and evidenced by a company-issued share certificate — there is no dematerialised holding for unlisted shares.

Do we have to pay stamp duty when shares are transferred?

It depends on the state the company is registered in. Some states have abolished duty on unquoted (unlisted) share transfers — confirmed in Victoria since 1 July 2002 — but other states have not been uniformly confirmed the same way, so the position needs a state-specific check rather than an assumption. We flag this on every transfer; the formal duty position is your adviser's call.

Can a new shareholder become a director at the same time as the share issue or transfer?

Yes, but they need to already hold an ABRS Director ID before consenting to the appointment — it is a precondition on Form 484, not something arranged in the same step. We check for this at intake so it does not stall an otherwise-ready filing.

Do you check our constitution before preparing a share transfer?

Yes. Many Pty Ltd constitutions or shareholder agreements carry pre-emption rights or director-approval requirements for transfers. We check the governing document before drafting any transfer paperwork, so the transaction is valid under the company's own rules before it reaches ASIC.

Who actually lodges the Form 484 — you or us?

We prepare the data, the resolution wording, and the supporting checks, and the notification is lodged through your ASIC registered agent.

What happens if we miss the 28-day Form 484 window for a share transaction?

The standard ASIC late-fee schedule applies — $102 if lodged within one month late, $428 if lodged more than a month late (FY26-27 figures, indexed each 1 July). We prepare the filing data well inside the window specifically to avoid this.

Do you give the formal stamp-duty advice on a share transfer?

No. We flag the state the company is registered in and whether that state has abolished duty on unquoted shares, and prepare the transfer paperwork around that flag. Where the duty position needs to be given as formal tax advice for a fee, that is your registered tax agent's role.

Does a share issue or transfer need a special resolution?

Generally no — directors can issue shares under their existing powers (constitution or replaceable rules, s.254A onward), and a private transfer between holders is typically a board-approval matter under the constitution. A special resolution (75% of votes) is only needed for specific share-class variations, not for a routine issue or transfer.

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Ayush Joshi

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Ex-OYO and Tenaciousfly. 7+ years in business development, strategic acquisitions, financing and debt syndication.

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Aditya Jain

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Ex-Bank of America. 4+ years in investment banking, EU & Indian compliances, ESG compliances, and project management.

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Section 80-IAC, tax planning and startup compliance. Previously at Toyota Motor Corporation and Jaguar Land Rover.

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Virtual CFO & Tax Specialist

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