Certificates for Newly-Issued Securities

Certificates for Newly-Issued Securities

You’ve successfully applied to create and sell shares in your company. New buyers are lined up and ready to go. Issuing certificates is the last step to seal the deal.

This do-it-yourself document generator helps you draft custom, valid certificates that officially document the issue of securities in your business – be they shares, options, convertible notes, or units in a unit trust.
$ 49 incl GST
Certificates for Newly-Issued Securities

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How does it work?

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 Certificates for the Issue of Securities in 10 minutes or less.

When you’re done, print or download a PDF version for you to review, customize or sign.

What are Certificates for the Issue of Securities?

A Certificate for the Issue of Securities is an official document that records the distinct number of a share in a company. These certificates satisfy the legal requirement for each share in a company independently identified.

You can process up to 5 certificates for new securities at once with our tool. 

Each certificate for new securities can have a different subscriber, and can even relate to securities of a different type/class; for example, options, convertible notes, or units in a trust.

When should I use Certificates for the Issue of Securities?

The Certificates for the Issue of Securities should be used if you’re a company documenting the issuance of new shares/options/notes/units to investors.

What topics does Certificates for the 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 Certificates for the Issue of Securities?

  • 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 Certificates for the Issue of Securities go by?

  • Securities issuance certificate
  • Share Issuance certificate
  • Share certificate
  • Stock Certificate

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.

Additionally this document becomes useful when you need to specify the allocation of existing shares. 

This will involve the amount of shares allocated and the price that was paid for the shares. 

This is most important when outlining ownership of the business, where two or more business owners own the initial shares in the company.

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

This pack is for recording and documenting a transaction to comply with the Corporations Act. 

If you need advice on disclosure requirements, please contact us – we’ll be happy to help.

  • 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.

Yes. 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 securityholders in the company; under the constitution of the company, the shareholders’ agreement and/or any other agreement between securityholders 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.

Absolutely! Get in touch with us and we can provide a fixed-fee price to review it.

Certificates for Newly-Issued Securities
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  • Download and print a PDF version instantly

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$ 49 incl GST

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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.
  • Application forms for the issue of securities
    The forms set out the applicant details as well as the details of the specific type and class of securities being transferred.
  • 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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