How to Add a Shareholder via ASIC Form 484

For an Australian proprietary limited company (Pty Ltd), changes to the share register — issuing new shares, transferring existing shares, changing membership — must be notified to the Australian Securities and Investments Commission (ASIC) via Form 484 (“Change to company details”). Form 484 is the single most filed form in Australian company secretarial practice. This how-to walks through the procedure for adding a shareholder in 2026, whether by share issue or by transfer.

Step 1 — Confirm Authority Under the Constitution

Before any share transaction, confirm:

• Does the company constitution (or, by default, Replaceable Rules under the Corporations Act 2001 (Cth) sections 134–141) permit the proposed action?
• Are there any pre-emption or “right of first refusal” provisions?
• Are director approvals required?
• Are shareholder consents required?

For a typical small Pty Ltd:

• Directors approve issues under section 254X (subject to constitution)
• Existing shareholders may have pre-emption rights under the constitution
• Class rights (if multiple classes) may be impacted

Primary source: https://www.legislation.gov.au/Details/C2024C00310

Step 2 — Choose the Method: Issue or Transfer

2.1 Share Issue (New Shares Created)

The company creates new shares and allocates them to the new shareholder. Effects:

• Total number of shares increases
• Existing shareholders’ percentage diluted (unless they participate)
• Capital raised goes to the company’s bank account

2.2 Share Transfer (Existing Shares Move)

An existing shareholder transfers some or all of their shares to the new (or existing) shareholder. Effects:

• Total number of shares unchanged
• Capital flows between transferor and transferee, not to the company
• Stamp duty (varies by state) may apply to transfer

The choice has different commercial and tax consequences.

Step 3 — Hold the Necessary Resolutions

3.1 For a Share Issue

• Directors’ resolution (or directors’ meeting minutes) approving:
  • Number of shares to be issued
  • Class
  • Issue price
  • Allottee identity
  • Total consideration

If pre-emption applies under the constitution, document the offer to existing shareholders and their waiver/non-exercise.

3.2 For a Share Transfer

• Directors’ resolution approving the transfer (under most constitutions, directors have power to refuse registration)
• Stock transfer form signed by transferor and transferee
• If pre-emption applies, document offer to other shareholders

Step 4 — Update the Share Register

Under section 168 Corporations Act, every company must maintain a register of members. Updates to the register record:

• Name and address of new shareholder
• Number, class, and rights of shares held
• Date of acquisition
• Consideration paid
• Folio number (internal sequence)

The share register is the legal source of truth for shareholding. ASIC records mirror it (via Form 484) but the register itself is binding under section 231.

Step 5 — Issue Share Certificate

While not strictly required if the company adopts uncertificated shares, most Pty Ltds issue a share certificate to the new shareholder under section 254G. The certificate:

• States the number, class, and rights of shares
• Bears the company seal (or signed in lieu) and dates
• Is prima facie evidence of title

Step 6 — Lodge Form 484

Form 484 is lodged electronically via ASIC Connect at https://asic.gov.au/

6.1 The Relevant Form 484 Sections

• A1 — Change of company name
• A2 — Change of registered office or principal place of business
• A3 — Change to officeholders
• B1 — Change to share structure (issues, transfers, cancellations)
• B2 — Change to member register details

For adding a shareholder, complete B1 and B2 as relevant.

6.2 What B1 Requires (Share Issue)

• Date of issue
• Number of new shares
• Class
• Amount paid per share
• Amount unpaid per share
• Total consideration

6.3 What B2 Requires

• Allottee/transferee name and address
• Folio number
• Number, class of shares
• Date of acquisition

6.4 Lodgement Method

• Online via ASIC Connect: free if lodged within 28 days
• Paper: not recommended; some lodgements no longer accepted on paper
• Through registered agent: most accountants and company secretaries lodge electronically

Reference: https://asic.gov.au/for-business/changes-to-your-company/changes-to-shares/

Step 7 — Lodge Within 28 Days

Section 178A Corporations Act requires Form 484 to be lodged within 28 days of the change. Late lodgement attracts:

• Late fee: A$96 for 1 month late; A$401 for >1 month late (2026 figures, indexed annually)
• Possible compliance follow-up from ASIC

Step 8 — Update Other Records

Beyond ASIC:

• Update beneficial ownership records internally (relevant for AML/CTF and CRS)
• Update banking signatories if new shareholder is also officeholder
• Update tax records (ATO TFN/ABN)
• Update insurance policies (D&O, key person)
• Notify investors / contractual counterparties if requirements exist
• Pay stamp duty on share transfer in applicable states (NSW, Qld stamp duty on shares abolished; check current state)

Step 9 — Issue Shareholder Communications

Best practice:

• Welcome letter to new shareholder explaining the company and their rights
• Constitution copy (if not already provided)
• Last annual report and accounts
• Information on dividend policy
• Director/management contact

Common Mistakes — Gyoseishoshi View

Step 10 — Special Considerations

10.1 Foreign Shareholder

If the new shareholder is a foreign person (per FATA), check FIRB approval requirements (see our companion article on FIRB). Notification is the directors’ obligation regardless of who lodges.

10.2 Trust as Shareholder

A trust cannot itself hold shares; the trustee holds shares “as trustee for [Trust Name]”. Form 484 records the trustee with the trust notation.

10.3 Joint Holders

Up to 3 joint holders can be recorded for a single shareholding. The first-named is the primary point of contact for notices and dividends.

10.4 Beneficial Ownership Disclosure

For 2026, ASIC and AUSTRAC are progressing a beneficial ownership register that may eventually require disclosure of ultimate beneficial owners (BO) above thresholds. Keep BO records current pending implementation.

Step 11 — Tax Implications

Share Issue (CGT and Capital Gains)

• Company: no taxable event from issue (capital, not income)
• New shareholder: cost base = consideration paid (CGT acquisition date = issue date)

Share Transfer

• Transferor: CGT event A1 — capital gain or loss based on cost base vs disposal proceeds
• Transferee: cost base = consideration paid

The 50% CGT discount (section 115-25 ITAA 1997) is available for transferors holding > 12 months and being individuals, trusts, or super funds.

Step 12 — Stamp Duty (State Level)

Most states have abolished stamp duty on share transfers (NSW from 1 July 2016, Qld from 1 July 2017, Vic from 1 July 2017, etc.). However:

• Landrich entity rules can trigger stamp duty if the company holds significant Australian real property
• Foreign owner surcharge can apply on landrich shares

Verify state-specific position before transaction.

Step 13 — AML/CTF Considerations

Companies must not facilitate transactions that breach Anti-Money Laundering and Counter-Terrorism Financing Act 2006. For new shareholders:

• KYC beneficial owner if the shareholder is a corporate entity
• Source of funds verification for the consideration
• Sanctions list checks (DFAT consolidated list)

Conclusion — A Routine but Procedural Filing

Form 484 is the workhorse of Australian company secretarial practice. The form itself is simple, but the underlying corporate steps — resolution, pre-emption, register update, certificate, ASIC notification — must align. Mistakes in sequence or content invalidate the share issue or transfer at the corporate level even if ASIC accepts the filing.

A Gyoseishoshi cannot lodge Form 484 with ASIC. Scrib🐮 produces the corporate-side documents: directors’ resolutions, share register update entries, share certificates, and Form 484 source data sheets that an Australian agent can lodge.

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Disclaimer

Legal information, not legal advice. MmowW Scrib🐮 is operated by a licensed Gyoseishoshi (行政書士) office in Japan. We are not Australian solicitors.

Sources

• Corporations Act 2001 (Cth): https://www.legislation.gov.au/Details/C2024C00310
• ASIC (changes to shares): https://asic.gov.au/for-business/changes-to-your-company/changes-to-shares/
• ASIC Connect: https://www.asicconnect.asic.gov.au/
• ATO CGT: https://www.ato.gov.au/individuals/capital-gains-tax/