How to issue shares in a private company, step by step

Most of the trouble with share issues comes from skipping the checks, not from the paperwork itself. Four things to confirm before anyone pays.

• Are you allowed to sell to this investor? A private company cannot make an offer that would need a prospectus, so every investor has to fit one of the exemptions in s708. The small-scale explainer and the certificate explainer cover those.
• Will you still be under 50 shareholders? A private company must have no more than 50 shareholders who are not employees (s113(1)). Joint holders of one parcel count as one, and shareholders who came in through crowd-sourced funding do not count (s113(2)). If you go over, ASIC can direct the company to become a public company within 2 months (s165).
• Do existing shareholders get first go? Unless your constitution says otherwise, the directors of a private company must offer new shares of a class to the existing holders of that class first, in proportion to what they hold (s254D). The constitution can remove that rule, and the shareholders can also waive it for a particular issue by a resolution at a general meeting (s254D(4)). Most investor-ready constitutions remove it; check yours.
• Is this a new class of shares? Ordinary shares are simple. Preference shares can only be issued if their rights (dividends, voting, what they get back on a winding up and so on) are set out in the constitution or approved by a special resolution of shareholders (s254A(2)). And if a company with one class of shares issues a new class with different rights, the law treats that as varying the existing shareholders' rights (s246C(5)), which needs a special resolution of the company plus the consent of the affected class (s246B). This is the step to get a lawyer for.

Issuing shares is a power of the company (s124), and the directors exercise the company's powers (s198A). So the board decides, and the decision is recorded in the minute book. There is no set form of words. A good resolution records how many shares, what class, the price per share, who is getting them, the date, and what the company is receiving for them. Shares have no par value in Australia (s254C), so the price is whatever the directors set on the terms they choose (s254B).

You do not need a meeting. If every director entitled to vote signs a document saying they are in favour, the resolution passes when the last one signs (s248A). That is how most private companies do it.

One trap for founders issuing shares to themselves or to a company they own. A director with a material personal interest in the decision has to tell the other directors about it (s191). In a private company the default rule then lets the director vote and the transaction go ahead once the interest is disclosed at the meeting (s194). Record the disclosure in the minutes.

The register of members is the company's own record, and it is the thing that matters. A person becomes a member when they agree to take shares and their name is entered on the register (s231). If there is ever a dispute, the register is proof of what it shows unless someone proves otherwise (s176). For each member it has to record their name and address and the date they were entered, and for each parcel the date of allotment, how many shares, the class, any share or certificate numbers, the amount paid, whether they are fully paid, and any amount unpaid (s169(1) and (3)). Shares a member does not hold beneficially, such as a trustee's, have to be marked as such (s169(5A)).

The register has to be kept at the registered office, the principal place of business, or a place where the work of keeping it is done, and ASIC told if it is anywhere else (s172). Anyone can inspect it; members for free, others for a fee (s173). If it is wrong, the company or anyone aggrieved can ask a court to fix it (s175).

There is no fixed date on which shares spring into existence beyond this. In practice the date the directors resolve and the register is written up is the issue date, and it is the date the 28-day and 2-month clocks below run from.

Within 2 months of issuing the shares the company has to have a certificate ready for the holder and send it to them, unless they say not to (s1071H(1)). The certificate is evidence of the holding on the day it was issued; the register is the record of title. So a lost certificate is a non-event, and a certificate that disagrees with the register is a register problem to fix, not a certificate problem.

The Act says the certificate obligation applies subject to the conditions on which the shares are issued, so a company can issue shares on terms that no certificate will be produced. Most private companies produce them anyway, because investors and banks ask for them.

One form covers two obligations. Within 28 days of issuing shares, every company must notify ASIC of the number of shares, the class, the amount paid and the amount unpaid (s254X). A private company must also notify ASIC of the change to its register: the new member's name and address and the shares they hold (s178A). Both go on Form 484, lodged online through ASIC Connect or your registered agent. There is no lodgement fee.

Lateness is what costs. As at 1 July 2026, ASIC's late fee is $102 for a notification lodged up to one month late and $428 for one lodged more than a month late, on top of anything else owed, and you can be charged separately for each thing you missed. A late 484 does not undo the issue; the shares are still valid.

If the shares were issued for something other than cash under a written contract (for example, shares for an acquisition), the company also lodges Form 207Z, a certificate that any stamp duty on the contract has been paid (s254X(2)).

Every year, around the anniversary of the company's registration (its review date, s345A), ASIC sends the company an annual statement listing what it has on file and an invoice for the annual review fee, which for a private company is $342 from 1 July 2026 under the Corporations (Review Fees) Act. If anything on the statement is wrong the company must tell ASIC within 28 days (s346C). And within 2 months of the review date the directors must pass a solvency resolution, a formal statement that the company can pay its debts as they fall due (s347A). If they cannot pass it, or they pass a negative one, ASIC must be told within 7 days (s347B). Paying the review fee is itself taken as a statement that the company is solvent (s347C).

When a raise completes on Struck, the completion checklist runs these steps in order: the resolution to issue is drafted for the directors to sign, the register is written from the settled subscriptions, certificates are generated from the register, and a Form 484 draft is prepared from the same figures with its 28-day deadline on the compliance calendar, beside the 2-month certificate clock and the yearly review date and solvency resolution. Struck drafts and tracks; lodging with ASIC is always yours. The guides on completing a raise, keeping the register current and lodging Form 484 walk through each screen.