How to issue new shares or transfer shares in an Australian Pty Ltd

A Pty Ltd issues new shares by board decision, subject to its constitution and any pre-emption rights, and must tell ASIC within 28 days after the issue. A share transfer is different: the seller and buyer sign a transfer form, the directors decide whether to register it, the company updates its members register, and ASIC is told within 28 days. Neither event is complicated, but each has a few legal steps that foreign-owned companies skip, usually because the parent treats "shares in the Australian sub" as a line in a group spreadsheet rather than a register the subsidiary has to keep.

This guide covers both processes, the documents involved, and the duty, FIRB and tax questions to raise before you start. The registers themselves, and the full table of what ASIC must be told, are in company registers and beneficial ownership.

Part 1: Issuing new shares

Who decides

Section 124 of the Corporations Act gives every company the power to issue shares. Under the replaceable rule in s198A, the directors exercise the company's powers except those reserved to members, and the note to s198A gives issuing shares as an example. So a share issue is normally a board resolution, unless the constitution says otherwise.

Typical reasons for a foreign-owned subsidiary to issue shares:

• the parent injects equity instead of lending (see funding an Australian subsidiary)
• a debt is converted into equity
• an Australian co-investor or joint venture partner comes in
• shares are issued to employees under an incentive plan.

Check these before the board resolves

1. The constitution. It may restrict share issues, require member approval or set class rights. See constitution or replaceable rules.
2. Pre-emption (s254D). Under this replaceable rule, before issuing shares of a class, the directors of a proprietary company must offer them to the existing holders of that class, in proportion to their holdings as far as practicable, with a statement setting out the number offered and how long the offer stays open. Shares not taken up can then be issued as the directors see fit. The members can authorise a particular issue without the offer by resolution at a general meeting (s254D(4)). For a wholly-owned subsidiary issuing to its only shareholder, pre-emption is satisfied in substance, but record it anyway.
3. Class of shares. Ordinary shares are the default. Preference shares can be issued only if the rights to repayment of capital, participation in surplus assets and profits and similar matters are set out in the constitution or approved by special resolution (s254A(2)).
4. Shareholder agreement. If there is more than one member, it may contain consent rights or anti-dilution terms.
5. Who the new shareholder is. A foreign person acquiring shares can trigger FIRB rules (below).

Bearer shares can't be issued (s254F).

The paperwork

• Application from the subscriber, stating the number and class of shares and the price.
• Board resolution approving the issue, and confirming pre-emption has been dealt with.
• Payment of the subscription money into the company's account, or the agreement for non-cash consideration.
• Members register updated with the new holding.
• Share certificate. Section 1071H(1) requires the company, within 2 months after issuing shares, to complete and have ready for delivery the appropriate certificates or other title documents, and to send them to the holder unless told otherwise.

Telling ASIC: Form 484, within 28 days

Section 254X(1) requires a company to lodge a notice within 28 days after issuing shares, giving the number of shares, their class, and the amounts paid and unpaid on each. ASIC's share issues page says the company must tell ASIC about every share issue within 28 days, including a new class of shares, using the changes to company details transaction in the company officeholder portal (this is Form 484). There is no lodgement fee. Late lodgement attracts the standard late fees, which ASIC's fee schedule sets at $102 if received within 1 month after the due time and $428 after that, for 2026–27.

Two details:

• Non-cash consideration. If shares are issued for non-cash consideration under a contract, s254X(2) also requires a certificate that all stamp duty payable on that contract has been paid. Get duty advice on the contract first.
• Shares issued on registration don't need a separate s254X notice; that information reaches ASIC through the registration application (s254X(3)).

For a proprietary company, the members who received shares are also reported; the registers guide covers those details.

Part 2: Transferring existing shares

A transfer moves shares already on issue from one holder to another, for example a founder selling to the parent, a group restructure moving the subsidiary under a new holding company, or a sale of the business.

Step 1: The transfer form

There's no ASIC form for this. The document is an instrument of transfer, usually called a share transfer form, signed by the transferor and transferee. Under s1071B(2), a company must only register a transfer of securities if a proper instrument of transfer has been delivered to it, despite anything in the constitution. The instrument has to show certain details about the company, which are specified in the regulations; most law firms and company secretaries use a standard form that covers them. Section 1071B(5) preserves the company's power to register a person who becomes entitled by will or by operation of law, such as an executor.

If the transferee will hold the shares non-beneficially, for example as trustee or nominee, s1072H requires the instrument to include a notice saying so.

Step 2: Lodge with the company and the directors decide

Under the replaceable rule in s1072F:

• The transferor remains the holder until the transfer is registered and the transferee's name is entered in the register of members (s1072F(1)). Signing the form alone doesn't move legal title.
• The directors aren't required to register a transfer unless the transfer and any share certificate have been lodged at the registered office, any registration fee has been paid, and they have any further information they reasonably need to establish the transferor's right to transfer (s1072F(2)).
• They may refuse if the shares aren't fully paid or the company has a lien over them (s1072F(3)).

Section 1072G adds a wider discretion for proprietary companies: the directors may refuse to register a transfer for any reason. It's a replaceable rule, so a constitution or shareholder agreement can narrow it. If the company refuses, s1071E requires it to notify the transferee within 2 months after the transfer was lodged.

Step 3: Register, certificate, ASIC

Once the directors approve:

1. Board resolution approving registration.
2. Update the members register, cancelling the old certificate.
3. Issue a new certificate. Section 1071H(3) requires the transfer and title documents to be ready within 1 month after the transfer is lodged.
4. Notify ASIC. ASIC's transfer page says the company must tell ASIC within 28 days of a transfer between shareholders, or a change in a shareholder's beneficial status, through Form 484 ("Change to members register") in the company officeholder portal.
5. Ultimate holding company. If the transfer changes who ultimately owns the company, that's a separate change to report.

Stamp duty

Duty on share transfers is a state and territory matter, so don't assume the answer is the same everywhere or that it is nil. The main trap is landholder duty. Revenue NSW, for example, says on its landholder duty page that you may be liable when you acquire a significant interest in a company or unit trust with NSW landholdings over $2 million. Other states have their own versions and thresholds. If the company holds land of significant value anywhere in Australia, get duty advice before signing the transfer. Non-cash share issues have their own stamp duty certificate requirement, noted above.

FIRB

A foreign person who acquires shares in an Australian company, whether by subscription or transfer, may need foreign investment approval, depending on who they are, the business, the value and the percentage acquired. Ask the question for intra-group restructures as well as sales, and before anything is signed. See FIRB approval basics for how the rules work.

Tax on a sale by a foreign shareholder

According to the ATO's taxable Australian property page, taxable Australian property includes an indirect interest in Australian real property. A foreign resident has one if both tests are met:

• Non-portfolio interest test: the seller and associates together own 10% or more of the entity.
• Principal asset test: the market value of the entity's assets is mainly attributable to Australian real property at any time in the 365 days before disposal.

For most trading subsidiaries whose value lies in their business rather than land, a foreign parent selling the shares may fall outside Australian CGT, but that depends on the facts, including how the assets are valued and any treaty. Capital injections also affect the cost base and the group's transfer pricing position. Have a tax adviser review any sale or restructure before it is signed.

Common mistakes

• Issuing shares by an email from the parent with no board resolution in Australia.
• Lodging with ASIC but never updating the members register, or the reverse.
• Treating a signed transfer form as completing the sale, before the directors have registered it.
• Forgetting the beneficial ownership flag when a trustee or nominee is involved.
• Missing the 28-day window because the transaction closed offshore and nobody told the Australian secretary.

Where we fit

Share issues and transfers are routine company secretarial work, and our Governance Partner package includes a company secretary. Duty, FIRB and tax advice on the transaction itself should come from your lawyers and tax advisers. Package details are on our pricing page.

General information current at 28 October 2026, not legal or tax advice. Get transaction-specific advice before issuing or transferring shares.

General information about Australian law and practice, not legal or tax advice for your circumstances. Check the official sources, or ask your adviser, before you act.