Corporations Act 2001

CHAPTER 2H - SHARES  

PART 2H.6 - NOTICE REQUIREMENTS  

Note: This Part does not apply to a CCIV: see section 1230P .

SECTION 254X   NOTICE TO ASIC OF SHARE ISSUE  

254X(1)    

Within 28 days after issuing shares, a company must lodge with ASIC a notice in the prescribed form that sets out:

(a)    the number of shares that were issued; and

(b)    if the company has different classes of shares - the class to which each of those shares belongs; and

(c)    the amount (if any) paid, or agreed to be considered as paid, on each of those shares; and

(d)    the amount unpaid (if any) on each of those shares; and

(e)    if the company is a public company and the shares were issued for non-cash consideration - the prescribed particulars about the issue of the shares, unless the shares were issued under a written contract and a copy of the contract is lodged with the notice; and

(f)    

if the company is a proprietary company and the shares are issued pursuant to a CSF offer - that the company has one or more CSF shareholders as a result of the issuing of the shares.

Note 1: The company must lodge information when rights attached to the shares change, or when the shares are divided or converted into new classes (see section 246F ).

Note 2: A proprietary company may also have to notify certain particulars under Part 2C.2 .

254X(2)    
If the shares were issued for non-cash consideration under a contract, the company must also lodge with ASIC a certificate stating that all stamp duty payable on the contract under any applicable law relating to stamp duty has been paid. This certificate must be lodged with the subsection (1) notice or at a later time permitted by the regulations or by ASIC.

254X(2A)    

An offence based on subsection (1) or (2) is an offence of strict liability.

Note: For strict liability , see section 6.1 of the Criminal Code .

254X(3)    
The company does not have to lodge a subsection (1) notice about the issue of shares to a person on the registration of the company or on the company changing its type from a company limited by guarantee to a company limited by shares.

Note: Information about shares issued in these situations will come to ASIC under subsections 5H(2) , 117(2) , 163(3) and 601BC(2) .

SECTION 254Y   NOTICE TO ASIC OF SHARE CANCELLATION  

254Y(1)    
Within 1 month after shares are cancelled, the company must lodge with ASIC a notice in the prescribed form that sets out:

(a)    the number of shares cancelled; and

(b)    any amount paid by the company (in cash or otherwise) on the cancellation of the shares; and

(c)    if the shares are cancelled following a share buy-back - the amount paid by the company (in cash or otherwise) on the buy-back; and

(d)    if the company has different classes of shares - the class to which each cancelled share belonged; and

(e)    

if the company is a proprietary company that has made one or more CSF offers - whether the cancellation has resulted in the company ceasing to have any CSF shareholders.

Note: Provisions under which shares are cancelled include section 254J (redeemable preference shares), section 256B (capital reductions), subsection 257H(3) (shares a company has bought back), section 258D (forfeited shares), and subsections 258E(2) and (3) (shares returned to a company).

254Y(2)    

An offence based on subsection (1) is an offence of strict liability.

Note: For strict liability , see section 6.1 of the Criminal Code .