Share Transfers Explained Simply Legally

Transferring shares in your business might seem simple, but it has significant legal and financial consequences. It’s crucial to handle the process carefully, ensuring everything is done correctly to avoid potential risks. 

Whether you’re transferring shares to a new investor, between founders, or as part of an exit strategy, properly completing the share transfer form is essential. In Australia, these forms are key to documenting share transactions and protecting all parties involved. 

In this article, we’ll explore what share transfer forms are, why they’re important, and how to manage the process. We'll also highlight the legal risks and how Allied Legal can help you complete share transfers seamlessly. 

What Is a Share Transfer Form? 

A share transfer form is a legal document used to transfer ownership of shares from one person (the transferor) to another (the transferee). It’s common in share sales, gifts, or succession planning in businesses. While it may seem like a simple piece of paperwork, the share transfer form is vital for formalising the transfer and ensuring it's legally binding. 

Key details included in a share transfer form are: 

The name of the company 

Number of shares being transferred 

Transferor’s and transferee’s details 

Consideration (price paid for shares, if applicable) 

Date of transfer 

Signatures of both parties 

Without a properly executed share transfer form, the transfer may not be legally recognised, leading to significant issues down the line, especially if disputes or audits arise. 

Legal Considerations: Key Points to Remember 

Completing a share transfer is not just about filling out a form; there are several legal considerations to keep in mind. 

Shareholder Agreements & Company Constitution 

Before completing a share transfer, review the company’s shareholder agreement and constitution. These documents often outline specific provisions regarding share transfers, such as pre-emptive rights, which give existing shareholders first refusal on any shares being sold. Ignoring these can lead to disputes or even invalidate the transfer. 

Stamp Duty 

In some Australian states, share transfers attract stamp duty. While not every state requires this, it's important to confirm the rules in your location. If stamp duty applies, failure to pay it may result in penalties or delays in the transfer. 

Capital Gains Tax (CGT) 

When shares are sold, Capital Gains Tax (CGT) may be applicable if the transferor makes a profit. Seek professional financial advice to understand the tax implications and ensure the correct amount is reported to the Australian Taxation Office (ATO). 

ASIC Notifications 

Once a share transfer is finalised, the company must inform the Australian Securities and Investments Commission (ASIC). This is typically done by submitting ASIC Form 484 to update the shareholder records. Failing to notify ASIC can result in compliance issues or fines. 

Commercial Risks: Protecting Your Interests 

While share transfers are routine, they also carry commercial risks. 

Undervaluation of Shares 

An inaccurate valuation could result in shares being transferred at less than their fair market value, which may lead to disputes later on. It’s essential to obtain a professional valuation before completing any share transfer. 

Dilution of Ownership 

If new shareholders are brought on through a share transfer, existing shareholders may experience dilution of ownership. This could cause friction, particularly if it affects voting rights or control within the company. 

Shareholder Disputes 

Share transfers can sometimes trigger disputes between shareholders, especially if there’s disagreement over the terms or value of the shares. It’s important to carefully manage expectations and communication to avoid escalating conflicts. 

How to Complete a Share Transfer 

To ensure a smooth share transfer process, follow these steps: 

1. Check Company Documents 

2. Review your company's shareholder agreement and constitution to confirm any restrictions or obligations concerning share transfers. 

3. Get a Professional Valuation 

4. Ensure that shares are fairly valued before the transfer takes place. 

5. Complete the Share Transfer Form 

6. Fill out the share transfer form with all necessary details and ensure both parties sign it. 

7. Pay Stamp Duty (If Applicable) 

8. Verify whether stamp duty applies in your state or territory and ensure it's paid before submitting the transfer. 

9. Lodge With ASIC 

10. Submit ASIC Form 484 to update the company’s records with the new shareholder information. 

 

How Allied Legal Can Help With Share Transfers 

At Allied Legal, we understand that even a straightforward share transfer can be complicated by legal or commercial factors. Our experienced team of commercial lawyers can guide you through the process, ensuring that your share transfer complies with Australian laws and business regulations. 

We can assist with: 

Reviewing shareholder agreements and constitutions to ensure compliance 

Advising on Capital Gains Tax and stamp duty requirements 

Drafting and executing share transfer forms 

Managing shareholder disputes to avoid disruptions 

Filing forms with ASIC to keep your business compliant 

For expert advice and support on completing share transfer forms, reach out to Allied Legal. We’re here to ensure your business transactions are legally sound and stress-free.