Checklist · Commercial & Corporate Advisory

Share transfer completion and registration pack for a proprietary company: transfer form checklist, directors’ resolution, register entries and ASIC notice

Pack for completing an off-market transfer of shares in an Australian proprietary company: pre-completion checks, proper instrument of transfer, directors’ resolution to register, register of members and certificates, and notifying ASIC within 28 days.

Kind: Checklist. Steps or checks to work through and tick off.
Where it applies: Australia
AI use: Yellow AI can help in set ways. A lawyer checks specific points before use.
Law stated as at: 18 October 2026
Status: Maintained. Checked on 18 October 2026 against the 6 authorities it cites, for Australia.
Version: 1
Source: Written for this library

When to use it

Use when shares in a proprietary company are sold or gifted off-market between existing or new members, including on completion of a share sale. Check the constitution and any shareholders’ agreement first, because pre-emptive rights, consents and transfer restrictions usually apply. Not for listed securities transferred through a CS facility.

Used for these tasks

Each task page says how far AI may help with the task and what the lawyer must review.

How AI may be used

AI may fill the transfer form details, the resolution and the register entries from the sale documents and the company register; the lawyer checks the transfer restrictions, consents and every entry before registration.

AI may

Fill the company, ACN, transferor, transferee, share class, number and consideration from the sale agreement and the current register
Prepare the directors’ resolution and the updated register of members and share certificate for review
Check the share numbers and classes after the transfer reconcile with the register and the latest ASIC extract

AI must not

Must not decide whether pre-emptive rights, consents or transfer restrictions have been satisfied or waived
Must not lodge with ASIC or update the statutory registers
Must not certify that shares are fully paid or free of liens

The lawyer checks

The constitution and any shareholders’ agreement were checked for pre-emptive rights, consents, drag and tag rights and director discretion, and each was complied with or waived in writing
A proper instrument of transfer showing the details the regulations require was delivered before registration (s 1071B), signed by both parties
The shares are fully paid and not subject to a lien, or the directors have resolved to register despite that
The member register is updated and ASIC is notified within 28 days of the register change (ss 178A, 178D), and duty or tax advice has been given where needed

Method: how the Green, Yellow and Red levels are decided. This is guidance for planning, not legal advice.

Authorities

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