ASIC Form 207Z Requires Stamp Duty Compliance Certification for Non-Cash Share Issues

Key Takeaways

• ASIC's Form 207Z requires a company director or secretary to certify that a written contract for a non-cash share issue has been duly stamped under applicable state and territory stamp duty laws.
• The form must be lodged with a Form 484 within 28 days.
• Compliance teams should confirm that corporate secretarial processes capture this requirement, because late lodgment can trigger fees and a false certification creates liability exposure.

Deep Dive

ASIC's Form 207Z requires a company director or secretary to certify that a written contract for a non-cash share issue has been duly stamped under applicable state and territory stamp duty laws. The form must be lodged with a Form 484 within 28 days. Compliance teams should confirm that corporate secretarial processes capture this requirement, because late lodgment can trigger fees and a false certification creates liability exposure.

Form 207Z applies when a company issues shares under a written contract for consideration other than cash. It is referenced under Corporations Act 2001 sections 117(2), 163(3), 254X(2) and 601BC(2). The form records the company name and ACN, the contract date and parties, and the number and class of shares issued or deemed issued. The certifying officer states that the contract has been duly stamped, where required, under the stamp duty laws of the ACT, New South Wales, the Northern Territory, Queensland, South Australia, Tasmania, Victoria and Western Australia. The officer also certifies that the information in the form is true and complete.

Key procedural requirements:
- A director or secretary must sign the form.
- The form must be lodged with a Form 484, within a 28-day lodging period.
- Proprietary companies must lodge a Form 484 in addition to the Form 207Z.
- Public companies must also lodge either a Form 208 or a copy of the contract.
- The Form 207Z carries no fee. The Form 484 is also free if lodged within the prescribed period, but late lodging fees may apply.
- A form is generally not treated as lodged until ASIC receives it and accepts it as compliant with s1274(8) of the Corporations Act. Receipts are issued only on request.
- Annexures must meet formatting, identification and signature requirements, and must be signed by the same person who signed the form.

Note that the source document is a form and guide, not a new rule. The form is dated 15 July 2001 and the guide 1 July 2014, so the listed date of 2026-09-16 appears to reflect publication or republication rather than a substantive change. Teams should check the current ASIC forms page to confirm this is the version in force and that the stamp duty references remain accurate. Stamp duty regimes vary by jurisdiction and have changed over time, so legal review of whether duty actually applies to a given contract remains necessary.

Recommended actions:
- Confirm that share issue workflows for non-cash consideration trigger a Form 207Z and Form 484 checklist.
- Set a calendar control for the 28-day deadline.
- Require evidence of stamping or exemption before the certification is signed.
- Train directors and company secretaries on the personal nature of the certification.
- Maintain records of the contract, stamping evidence and lodgment confirmation.
- Verify the lodgment method, since the guide lists a postal address and ASIC may have since moved to electronic lodgment.

Risk implications are moderate and mainly operational and legal. Missed deadlines lead to late fees and possible regulatory scrutiny. An inaccurate certification could expose the signing officer and the company to enforcement action, and unstamped contracts may carry duty penalties or evidentiary limits in the relevant state or territory. For corporate groups with frequent intragroup or acquisition-related share issues, the volume of filings raises the likelihood of control failures.

Source: Australian Securities and Investments Commission