ASIC Form 211 Sets Requirements for Notifying Division or Conversion of Share Classes

Key Takeaways

• ASIC's Form 211 and accompanying guide set out how companies must notify the regulator of a division or conversion of share classes under section 246F of the Corporations Act 2001.
• The notice must be lodged within 14 days, and late lodgement fees apply.
• The form itself dates from November 2014, so the 2026-09-16 date appears to reflect a republication or catalog update rather than a new rule.
• Compliance teams should confirm their corporate secretarial processes still align with it.

Deep Dive

ASIC's Form 211 and accompanying guide set out how companies must notify the regulator of a division or conversion of share classes under section 246F of the Corporations Act 2001. The notice must be lodged within 14 days, and late lodgement fees apply. The form itself dates from November 2014, so the 2026-09-16 date appears to reflect a republication or catalog update rather than a new rule. Compliance teams should confirm their corporate secretarial processes still align with it.

Form 211 applies when shares in one class are divided into two or more existing classes (s246F(1)(a)) or converted into another class (s246F(1)(b)). The total number of shares, and the amounts paid and unpaid, must be identical before and after the change. The source materials carry 2014 version dates and describe no new obligations. Teams should verify the current form version on the ASIC website before lodging. The "Press Release" document type label also appears inconsistent with the content, which is a prescribed form and guide.

The company must complete the cover details, the date of division or conversion, and the relevant sections: Sections 1, 2 and 4 for a division, or Sections 1, 3 and 4 for a conversion. Section 1 records the pre-change share structure. Section 2 or 3 records the post-change structure, using standard ASIC share class codes or a custom code of up to four letters with a full title. Section 4 applies to proprietary companies only. It requires details of the top 20 members in each affected class (s178B), including names, addresses, holdings, amounts paid and unpaid, fully paid status, and beneficial ownership. Joint holders must be listed on a separate sheet. A current officeholder (director or company secretary) must sign a certification that the information is true and complete.

The lodgement period is 14 days from the change. Late lodgement fees apply outside that window. Under s254G(3), a share that was not a redeemable preference share when issued cannot later be converted into one. If the change alters the total number of shares, such as 100 ordinary shares becoming 1,000 B class shares, Form 2205 must be lodged as well. If only the share count changes and the class does not, lodge Form 2205 alone. Additional information may be supplied through photocopied pages or annexures that meet ASIC's formatting and signing rules.

Compliance and company secretarial teams should:
- Build the 14-day deadline into corporate action checklists.
- Add pre-lodgement reconciliation checks that share totals and paid/unpaid amounts match before and after the change.
- Confirm that no proposed conversion would breach s254G(3).
- Decide whether Form 2205 is also required.
- Keep member register data accurate for the top 20 disclosures.
- Handle personal information in the lodgement in line with ASIC's privacy policy.

The main risks are late fees, inaccurate or incomplete certifications by officeholders, and an incorrect form choice. Overall impact is low and procedural, but errors can create corporate record and governance exposure.

Source: Australian Securities and Investments Commission