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Share Transfer — Proprietary Company (Transfer Instrument + ASIC Form 484)

Form number: 484

To transfer shares in an Australian proprietary company, the parties execute a share transfer instrument (off-market transfer form), the company updates its register, and the company notifies ASIC via Form 484 (Change to Company Details — Change to Members Register) within 28 days.

Issuing authority

Australian Securities and Investments Commission (ASIC) — Form 484 lodgement; share transfer instrument governed by company constitution

Official source

asic.gov.au

Cost

Free (ASIC Form 484 has no lodgement fee for members register changes; late fees apply if lodged outside 28 days; state stamp/landholder duty may apply in some circumstances)

Deadline

28 days from the date of transfer to lodge Form 484 with ASIC

How to apply

  1. Review the company constitution and shareholders agreement for any pre-emptive rights, right of first refusal, or board approval requirements that must be satisfied before the transfer can proceed.
  2. Execute a share transfer instrument (off-market transfer form) signed by both the transferor (seller/giftor) and transferee (buyer/recipient), recording the company name, ACN, share class, number of shares, consideration paid, and both parties' details.
  3. Check whether stamp duty applies in your state or territory — most jurisdictions have abolished stamp duty on ordinary share transfers, but landholder duty may apply if the company holds significant land interests; confirm with your state revenue office if in doubt.
  4. The company's board or directors formally approve the transfer (as required by the constitution) and update the company's register of members to record the new shareholding.
  5. Log into the ASIC company officeholder portal at https://www.edge.asic.gov.au/004/compportal/get/ServicesLogin using your company's ACN or ABN.
  6. Start a new Form 484 — Change to Company Details and select 'Change to members register'; remove the transferred shares from the transferor's holding and add them to the transferee's holding.
  7. Complete the declaration and submit Form 484 — this must be lodged within 28 days of the transfer date to avoid late fees.
  8. Retain the executed transfer instrument and updated register of members as company records.
  9. Issue a new or updated share certificate to the transferee if required by the company constitution.

Related topics

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