Corporations Act 2001
[ CCH Note: S 254X heading will be amended by No 69 of 2020, s 3, Sch 1, by substituting " THE REGISTRAR " for " ASIC " , (effective 22 June 2022 or a day or days to be fixed by Proclamation).]
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 .
[ CCH Note: S 254X(1) will be substituted by No 69 of 2020, s 3, Sch 1 [ 567] (effective 22 June 2022 or a day or days to be fixed by Proclamation). S 254X(1) will read:
Within 28 days after issuing shares, a company must give a notice to the Registrar. The notice must meet any requirements of the data standards.]
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.
[ CCH Note: S 254X(2) will be amended by No 69 of 2020, s 3, Sch [ 568], by substituting " the Registrar " for " ASIC " (first occurring) (effective 22 June 2022 or a day or days to be fixed by Proclamation).]
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 .
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.
[ CCH Note: S 254X(3) will be amended by No 69 of 2020, s 3, Sch [ 569], by repealing the note, (effective 22 June 2022 or a day or days to be fixed by Proclamation).]