New Certificates for Transferred Securities

New Certificates for Transferred Securities

We’ve been there — you're trying to transfer shares issued for investors in your business, and you need the legal documents to officially document the deal and get things done the right way.

This is a do-it-yourself customised legal pack — which gives you the paperwork you need to transfer new ‘securities’ in your business - be they shares, options, convertible notes or units in a unit trust.

$ 49 incl GST
New Certificates for Transferred Securities

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How does it work?

Our tool guides you through the process – so it is easy, quick and painless – how legals ought to be!   So you’re done in 10 mins or less.

Simply answer a few questions using the expert interview wizard, and you’ll have your document done in a flash.

Print and download a PDF versions for your review, further customisation or signing.

What is a Certificate for transfer of securities?

Using this solution to produce the certificates required for up to 5 transfers of securities, all in one go. 

Each certificate can be for a different purchaser, and can even relate to securities of a different type/class (eg, options, convertible notes, units in a unit trust, etc).

For any vendor selling only part of its holding and retaining some, you can also automatically create the required replacement certificate for the balance retained.

When should I use it?

The Certificates for transfer of securities should be used if your company would like to fully document the transfer of shares/ options/ notes/ units to investor(s).

What topics does the Certificates for transfer of securities cover?

  • Certificates for the shares
  • Type, number and price of shares/ options/ notes/ units being offered
  • Subscription price 
  • Transferee details
  • Purchaser details
  • Details of Transfer
  • Company details
  • Important notices
  • Governing law and jurisdiction

What are the main decisions I need to make in creating a Certificate for transfer of securities?

  • Are any of the sellers transferring less than all of their securities in the relevant class? If any seller is transferring some only (and not all) of its securities in a particular class, and is therefore retaining some of them, this is a ‘yes’.
  • Would you like to also create the required certificates for the retained holdings of those sellers? You can decide to create updated certificates for those seller’s remaining shares.
  • 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 transfer of securities go by?

  • Securities transfer certificate
  • Share transfer certificate
  • Stock transfer 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/unit -holder).
Generally you need this form when you’re in a company that’s issuing shares/ options/ notes/ units and you would like to transfer these securities from an individual or company to another individual or company. 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.

PLEASE NOTE: Preparing proper certificates for holdings of securities is not merely a formality or “nice to have” – under section 1070B of the Corporations Act 2001 (Cth), every share in a company must be given a distinctive number unless either:

  • all of the issued shares of the same class are fully paid up and rank equally; or
  • all of the issued shares in the company are certificated, and each certificate is given a distinctive certificate number.

Typically, companies choose to represent each parcel of shares with a certificate that has a distinctive certificate number.

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 for your fundraise, you should contact us.
  • Type, number and price of shares/ options/ notes/ units being offered
  • Subscription price 
  • Transferee details
  • Purchaser details
  • Details of Transfer
  • Company details
  • Important notices
  • Governing law and jurisdiction

There are several signing options available to you, depending on where the parties are located and if they will attend signing together.  

You can print on paper and sign, or use electronic signatures such as Docusign or Hellosign.

This is the price paid, or other consideration provided, by the transferee for the purchase of all of these securities together.

If a fixed price was or will be paid, enter that price here, including the decimal places (eg, “AUD 15,000.00”).

If not, and if you can describe the consideration in a few words, then enter that description here (eg, “The issue of 15,000 ordinary shares in the Transferee”).

If the consideration provided is complex, then simply cross-refer to the agreement pursuant to which it was or will be provided (eg, “As per the Share Purchase Agreement between the Transferee and the Transferee dated X”).

Note: Referring to the parties

If required, you can refer to the:

  • buyer as the “Transferee” with a capital “T”;
  • the seller as the “Transferor” with a capital “T”; and
  • issuer of the securities as the “Company” with a capital “C”.

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

Under sections 169, 170 and 171 of the Corporations Act 2001 (Cth) (Corporations Act), 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 – eg, 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 or 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 (eg, by way of a prospectus or offer information statement) unless certain exemptions apply.  

Section 708 of the Corporations Act contains the exemptions.  Exemptions commonly relied upon are those for “small scale offerings” under section 708(1) and offers to “sophisticated” and/or “professional” investors under sections 708(8) and 708(11).  

Failure to comply with these requirements can have serious consequences not only for the issuing entity but also for persons involved in the contravention.

Stamp duty may be payable in respect of this transfer of securities. In some cases, an exemption from the payment of stamp duty may apply (eg, some corporate reorganisations). Stamp duty laws vary from state to state.

Transfers of securities in an entity that holds an interest in Australian land may be subject to landholder/land rich duty under state-based legislation.  

The law in this area is complex and varies from state to state.

If you need legal advice or assistance, we would be happy to help. Contact us now.

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

New Certificates for Transferred Securities - You've got this!

  • Expertly crafted legal documents customised to your specific circumstances in less than 10 minutes

  • Download and print a PDF versions instantly

  • No need to speak with a lawyer – you’ve got this!

$ 49 incl GST

You've got this!

Create your own customized document now. No lawyer needed!

Not quite right? Looking for something else?

What other documents may I need?

  • Company Constitution —  sets 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 & 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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