Issue of securities (director approvals package)

Issue of securities (director approvals package) - You've got this!

Issuing securities is a significant milestone for your business. It means investors are ready and willing to buy into your vision and help you grow.

Navigate the deal with confidence with our do-it-yourself document generator. In minutes you can draft all the documents you need to issue new securities in your business – be they shares, options, convertible notes or units in a unit trust.
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Issue of securities (director approvals package)

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Our intuitive tool will guide you through the process step-by-step from start to finish. It’s quick, easy and simple to understand – just how legal documents ought to be.

The expert interview wizard will help you answer a few questions and prepare your document in the background. You’ll have your custom Application Forms for Issue of Securities in 10 minutes or less.

When you’re done, print or download both Word and PDF versions for you to review, customise or sign.

What is an Application form for issue of securities?

This pack is suitable for documenting the issue of new shares/options/notes/units in a company. 

With these Application Forms for Issue of Securities, you can process up to 5 applications for new securities in one go. 

Each application for new securities can have a different applicant, and can even relate to securities of a different type/class (e.g. options, convertible notes or units in a trust).

When should I use an Application form for issue of securities?

The Application Forms for Issue of Securities should be used if you’re a company documenting the issuance of new shares/options/notes/units to investor(s).

What topics does an Application form for issue of securities cover?

  • Application form for the shares
  • Whether resolutions will be written or done at a Board meeting
  • Type, number and price of shares/ options/ notes/ units being offered
  • Subscription price 
  • Applicant details
  • Company details
  • Governing law and jurisdiction

What are the main decisions I need to make in creating an Application form for issue of securities?

  • Written resolutions or board meeting? Does the issuance of shares require a written resolution or board meeting?
  • What type and class of securities are being issued — shares/options/notes/units? 
  • How many shares would you like to issue? This represents the total number of shares, in each class, issued by your company. The number of shares your company issues represents your company’s capital. The number and price of these shares will depend on how much capital is needed by your company. If you are unsure about the amount of capital your company needs, please contact us directly..
  • What information you would need from the applicants for the securities?
  • What is the total amount of paid and unpaid shares you would like to issue? The shareholder (or ‘member’) may pay the full amount when they purchase the shares, or they may only pay a portion of the cost. What these amounts are, and if they are paid or unpaid, must be included in the share structure.

What other names does an Application form for issue of securities go by?

  • Securities issuance form
  • A Share Issuance form
  • Securities application form

Securities includes shares (including ordinary shares, preference shares, and different classes of shares), options and units in a unit trust.

Frequently Asked Questions

The parties involved are the company (acting through its directors), and the prospective investors (share/option/note/unitholder).

Generally you need this form when you’re in a company that’s issuing new shares/options/notes/units.

No, it doesn’t. Disclosure is a separate question.  

This form is for recording and documenting a transaction which already complies with the Corporations Act.   

If you need advice on disclosure requirements, please contact us.

  • Whether resolutions will be written or done at a Board meeting
  • Director details
  • Type, number and price of shares/ options/ notes/ units being offered
  • Subscription price 
  • Applicant details
  • Company details
  • Governing law and jurisdiction

There are several signing options available. How you sign largely depends on where the parties are located and if they will attend signing together. You can print on paper and sign, or use electronic signature tools such as Docusign or Hellosign.

Subscription price is documented in one of two ways:

  1. Describe the consideration provided per security

You can describe the price paid, or other consideration provided by the applicant for each new security to be issued – eg:

“AUD 1.50” or “The issue of 1.5 ordinary shares in the issued capital of the Applicant”

  1. Cross-refer to another agreement

If the consideration provided per security is too complex to be described briefly, you can cross-refer to another agreement that sets out the consideration – eg:

“As per the Reorganisation Deed between the Applicant, the Company and others dated X.”

NOTE: Describing the parties

You can refer to the applicant as the “Applicant”, with a capital “A”, and to the company as the “Company”, with a capital “C”.

The issued and allotments approved will need to be recorded in the books of the company. 

Under the Corporations Act 2001 (Cth), the company is required to keep a detailed register of shareholders, holders of options over unissued shares in the company, and debenture holders.

Any issue and allotment of shares approved pursuant to these resolutions must be notified to the Australian Securities and Investments Commission (ASIC) using an ASIC Form 484 within 28 days after the date on which the issue and allotment is registered in the books of the company. 

We do not provide this form as part of this package because nowadays most companies provide such notifications online through the ASIC website.

The issue of new securities in the company may be subject to restrictions, for example, pre-emption rights in favour of existing security holders in the company; under the constitution of the company, the shareholders’ agreement and/or any other agreement between security holders in the company. 

The issue of new securities may also be restricted by covenants given by the company to third parties (eg, lenders). 

These resolutions are prepared on the basis that either no such restrictions exist or appropriate consents/waivers in respect of any such restrictions will be separately obtained.

Chapter 6D of the Corporations Act provides that an offer of securities requires formal disclosure to the prospective investors (e.g., by way of a prospectus or offer information statement) unless certain exemptions apply.  

The exemptions most commonly relied upon are those for “small scale offerings” and offers to “sophisticated” or “professional” investors.

Section 708 of the Corporations Act contains the exemptions.  Exemptions commonly relied upon are those for “small scale offerings” and offers to “sophisticated” and/or “professional” investors.  

Failure to comply with these requirements can have serious consequences. If you need help complying with disclosure requirements, please contact us for legal advice.

Under section 246C(5) of the Corporations Act, if a company with only one class of shares issues new shares with different rights, the issue may be deemed to constitute a variation of the rights attached to the shares already on issue. 

Similarly, under section 246C(6) of the Corporations Act, issuing further preference shares that rank equally with any existing preference shares may be deemed to constitute a variation of the rights attached to the preference shares already on issue. 

Similar provisions may exist in the company’s constitution. If the proposed issue will result in a deemed variation of class rights, then the issue will require special shareholder approval under section 246B of the Corporations Act or, if the company’s constitution sets out a procedure for varying class rights, that procedure will need to be complied with.

If you need any assistance please contact us directly, we would be happy to assist.

If you have any questions or are uncertain about any aspect of the document please do not sign it or use it, please contact us directly and we would be happy to assist.

Issue of securities (director approvals package) - You've got this!
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Not quite right? Looking for something else?

What other documents might I need?

  • Company Constitution
    This document set out certain rights, roles and responsibilities of shareholders and directors and the rules governing internal management of the company. It can be used to provide for different rights to security holders such as the right to vote in company decisions or the right to receive a dividend.
  • Shareholders Agreement
    This agreement is vital as it sets out the details of the powers, obligations and responsibilities that the company and shareholders owe to each other

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