CHAPTER 2H
-
SHARES
PART 2H.6
-
NOTICE REQUIREMENTS
Note: This Part does not apply to a CCIV: see section
1230P
.
History
Pt 2H.6 amended by No 8 of 2022, s 3, Sch 2[100] (effective 1 July 2022).
SECTION 254X
NOTICE TO ASIC OF SHARE ISSUE
[
CCH Note:
S 254X heading will be amended by No 69 of 2020, s 3, Sch 1[566], by substituting
"
THE REGISTRAR
"
for
"
ASIC
"
, (effective 1 July 2026 or a day or days to be fixed by Proclamation).]
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
.
[
CCH Note:
S 254X(1) will be substituted by No 69 of 2020, s 3, Sch 1
[
567] (effective 1 July 2026 or a day or days to be fixed by Proclamation). S 254X(1) will read:
254X(1)
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.]
History
S 254X(1) amended by No 106 of 2018, s 3, Sch 1
[
14] (effective 19 October 2018).
S 254X(1) (Note 2) inserted by No 24 of 2003, s 3, Sch 1
[
26-27].
S 254X(1) amended by No 24 of 2003, s 3, Sch 4
[
7].
S 254X(1) inserted by No 117 of 2001, s 3, Sch 1
[
83].
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.
[
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 1 July 2026 or a day or days to be fixed by Proclamation).]
History
S 254X(2) inserted by No 117 of 2001, s 3, Sch 1
[
83].
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
.
History
S 254X(2A) inserted by No 117 of 2001, s 3, Sch 1
[
83].
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)
.
[
CCH Note:
S 254X(3) will be amended by No 69 of 2020, s 3, Sch
[
569], by repealing the note, (effective 1 July 2026 or a day or days to be fixed by Proclamation).]
History
S 254X(3) inserted by No 117 of 2001, s 3, Sch 1
[
83].
SECTION 254Y
NOTICE TO ASIC OF SHARE CANCELLATION
[
CCH Note:
S 254Y heading will be amended by No 69 of 2020, s 3, Sch 1[570], by substituting
"
THE REGISTRAR
"
for
"
ASIC
"
, (effective 1 July 2026 or a day or days to be fixed by Proclamation).]
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).
[
CCH Note:
S 254Y(1) will be substituted by No 69 of 2020, s 3, Sch 1
[
571] (effective 1 July 2026 or a day or days to be fixed by Proclamation). S 254Y(1) will read:
254Y(1)
Within 1 month after shares are cancelled, the company must give a notice to the Registrar. The notice must meet any requirements of the data standards.]
History
S 254Y(1) amended by No 106 of 2018, s 3, Sch 1
[
15] (effective 19 October 2018).
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
.
History
S 254Y(2) inserted by No 117 of 2001, s 3, Sch 1
[
84].
[
CCH Note:
The next Chapter is Ch 2J.]