ASIC Form 208 Requires Notification of Shares Issued Other than for Cash

Key Takeaways

• ASIC's Form 208 requires companies to notify the regulator of shares issued for non-cash consideration, such as property, services, dividend capitalization, or reserve capitalization, when the issue is not covered by a lodged written contract.
• It must be lodged with a Form 484 within 28 days.
• Compliance teams should confirm that corporate secretarial processes capture these issues and meet the deadline to avoid late lodgment fees.

Deep Dive

ASIC's Form 208 requires companies to notify the regulator of shares issued for non-cash consideration, such as property, services, dividend capitalization, or reserve capitalization, when the issue is not covered by a lodged written contract. It must be lodged with a Form 484 within 28 days. Compliance teams should confirm that corporate secretarial processes capture these issues and meet the deadline to avoid late lodgment fees.

The form applies to public companies that issue shares other than for cash where the shares were not issued under a written contract. It also applies where they were issued under a contract but the company does not want to lodge a copy of that contract. The filer must identify the share class code (matching the codes used in Form 484), the total number of shares issued, and the issue date. The filer must also tick the applicable basis for the issue: an unwritten contract, a written contract, a constitutional or replaceable rules provision, a dividend or reserve capitalization, a property purchase, or services or other consideration. Property purchases require a breakdown of the cash paid, the amount deemed paid in shares, and the debt released or liabilities assumed, with a total purchase price. Capitalization issues require the date and a summary of the relevant resolution or authority.

On timing, the form must be lodged together with a Form 484, which has a 28-day lodgment period. The Form 208 itself has no fee. The Form 484 carries no fee if lodged on time, but late lodgment fees may apply. A director or secretary must sign the form, certifying that the information is true and complete. Any annexures must meet formatting requirements: A4 paper, company name and ACN, consecutive page numbering, an identifying mark, the prescribed endorsement, and a signature and date from the same signatory as the form.

Recommended actions: (1) Add non-cash share issues to corporate secretarial checklists, with a trigger to prepare Form 208 and Form 484 together. (2) Track the 28-day deadline from the issue date and set internal escalation points. (3) Keep supporting documents, such as contracts, board resolutions, and property valuations, available to substantiate the declarations. (4) Verify that signatories are authorized directors or secretaries and understand the certification. (5) Confirm that share class codes match prior Form 484 filings. (6) Review how personal information in filings is handled under ASIC's privacy policy.

The risk impact is low to moderate. Late or inaccurate filings can lead to fees, regulatory scrutiny, and inaccurate public registry records. A false certification by an officer carries personal exposure. Weak controls over non-cash issuances, particularly property-for-shares transactions, may also raise valuation and governance concerns.

Source: Australian Securities and Investments Commission