Transfer of Securities (Director Approvals Package)

Transfer of Securities (Director Approvals Package)

Transferring securities can be a notoriously tricky, tedious, and time consuming task – but it doesn't need to be.

This do-it-yourself document generator helps you draft all the paperwork you need to transfer shares, options, convertible notes, or units in a unit trust. Let us handle the red tape... so you can get back to scaling your business.
$ 99 incl GST
Transfer of Securities (Director Approvals Package)

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Our intuitive tool guides 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. Your custom shareholder agreement will be ready in 10 minutes or less.

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

What is a Pack to Complete Transfer of Securities?

A Pack to Complete Transfer of Securities is a set of all the documents required to document the transfer of shares, options, notes, or units of a company.

This pack includes notice of either a board meeting or director resolutions, depending on how you intend to approve the transfer. This pack allows you to process up to 5 transfers, and each transfer may involve different types of securities and different buyers or sellers. 

This pack is also appropriate if you are only selling part of your holdings. It will automatically create the required replacement certificate for the balance retained.

When should I use the Pack to Complete Transfer of Securities?

A Pack to Complete Transfer of Securities should be used if your company would like to fully document the transfer of shares, options, notes, or units to investor/s.

What topics does Pack to Complete Transfer 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 
  • Transferee details
  • Purchaser details
  • Board Approvals
  • Minutes of a board meeting, or written resolutions of the directors, to approve the transfer of securities. 
  • Notice of the board meeting if required.
  • Director details
  • Details of Transfer
  • Company details
  • Important notices
  • Governing law and jurisdiction

What are the main decisions I need to make in creating a Pack to Complete Transfer of Securities ?

  • Does the issuance of shares require a written resolution or board meeting?
  • Are all of the directors who are entitled to vote on these resolutions available to sign? 
    In order to use written resolutions, every director who is entitled to vote on these resolutions will need to sign a piece of paper containing the resolutions. They don’t all have to sign the same piece of paper — they can each sign a separate counterpart if necessary.
  • Are written director resolutions precluded by the constitution?
    A constitution will usually expressly permit written director resolutions, rather than preclude them, but we just need to check to make sure.
  • Are written director resolutions precluded by the shareholders’ agreement?
    A shareholders’ agreement would not normally preclude the use of written director resolutions, but we just need to check to make sure.
  • Do you want to include the required certificates for the transferred securities? This document can also produce the required transfer certificates if needed.
  • 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 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 Pack to Complete Transfer of Securities go by?

  • Securities transfer pack
  • Share transfer pack
  • Stock transfer pack

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 would like to transfer your share, option, notes or units to another individual or company.

This document may also be useful for specifying the allocation of existing shares. It records the amount of shares allocated and the price that was paid for them. 

This is essential for outlining the ownership of the business.

You will need the following for each transfer:

  • Director approvals
  • A transfer form, to be signed by both the buyer and the seller; and
  • A new certificate for the transferred securities to be issued to the buyer.

Our system lets you opt to prepare the required transfer forms and certificates as you go. Adding them to this package will save you having to enter the information again.

A transfer form typically includes the address and contact details for the buyer, as the transfer form will be deposited with the company and the company typically uses the information in the transfer form to enter the information about the buyer, including contact details, in the books of the company.  

However, if you do not have that information on hand, you can opt to prepare the transfer forms without those details.

You are legally obligated under the Corporations Act 2001 (Cth) to give every share 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.

Our intuitive system will guide you through this process.

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, 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 
  • Transferee details
  • Purchaser details
  • Board Approvals
  • Minutes of a board meeting, or written resolutions of the directors, to approve the transfer of securities
  • Notice of the board meeting if required
  • Director details
  • Details of Transfer
  • Company details
  • Important notices
  • 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.

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”).

Yes. Sections 169-171 of the Corporations Act requires you to keep a detailed register of the allocations of securities.

Any issues and allotments approved on these resolutions must be notified to ASIC within 28 days.

This is not included in the package because it will need to be done through ASIC’s online services page.

Yes. Chapter 6D of the Corporations Act requires a formal disclosure to the prospective investors, for example, by way of a prospectus or offer information statement unless the exemptions in section 708 apply. 

Common exemptions are for small scale offerings or offers to professional investors. 

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 (e.g., 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.

Yes. Under section 191 of the Corporations Act , if a director has a material personal interest in any of the transactions covered by these resolutions, the director must disclose that interest to the other directors, unless certain exemptions apply.

They will be disqualified from voting on the resolutions unless it is specifically allowed by your company’s constitution.

Generally speaking, an interest needs to be significant or of personal value for it to be disclosed. This is, for example, any interest with the capacity to influence the vote.

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.

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Not quite right? Looking for something else?

What other documents might I need?

  • Company Constitution
    This document 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.
  • 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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