ASIC Form 2560 Sets Lodgement Rules for Share Capital Reduction Notifications Under the Corporations

Key Takeaways

• ASIC Form 2560 must be lodged before a company sends notice of a members' meeting to approve an equal or selective share capital reduction under section 256C(5) of the Corporations Act 2001.
• The form is dated 13 February 2015, so it is an existing procedural requirement rather than a new rule.
• Compliance teams should confirm that lodgement timing, accompanying documents, and follow-on filings are built into corporate action workflows.

Deep Dive

ASIC Form 2560 must be lodged before a company sends notice of a members' meeting to approve an equal or selective share capital reduction under section 256C(5) of the Corporations Act 2001. The form is dated 13 February 2015, so it is an existing procedural requirement rather than a new rule. Compliance teams should confirm that lodgement timing, accompanying documents, and follow-on filings are built into corporate action workflows.

Form 2560 is the notification a company must lodge with ASIC when it seeks shareholder approval for a reduction in share capital under section 256C(1) (equal reduction) or section 256C(2) (selective reduction). It must be accompanied by the notice of meeting and any documents that will go to shareholders with it. The submitted materials show a form version dated 13 February 2015, with a 2026-09-16 listing date, so teams should verify against ASIC's website that this is still the current version and that no later amendments apply. The lodgement fee is nil.

The key control is timing. The form must be lodged before the notice of meeting is sent to members. Lodgement must occur at least 29 days before the meeting for public listed companies (28 days' notice required under s.249HA, plus a one-day buffer) and at least 22 days before the meeting for other companies (21 days' notice under s.249H(1)). The 21-day period may be shortened if members holding at least 95% of the votes that may be cast at the meeting agree beforehand (s.249H(2)). Where a resolution is passed by circular under s.249A, an estimated last signing date may be used instead of a meeting date. A director or company secretary must sign the form, certifying that the information is true and correct and that attached documents are true copies.

Follow-on obligations matter as much as the initial filing. A resolution for an equal reduction under s.256C(1) does not need to be lodged. A selective reduction resolution under s.256C(2) must be lodged on Form 2205 within 14 days of being passed. If the reduction cancels shares, the company must also notify ASIC on Form 484. Annexures must meet formatting rules: A4 paper, company name and ACN, consecutive page numbers, an identifying mark, the prescribed endorsement, and signature by the same person who signed the form. Hard-copy lodgement is directed to the Gippsland Mail Centre address, so teams should check whether ASIC currently accepts electronic lodgement.

Recommended actions:
- Add Form 2560 to capital management and corporate secretarial checklists, with lodgement deadlines calculated backward from the meeting date.
- Confirm the correct approval pathway (equal vs. selective) and the associated solvency and fairness considerations under sections 256B-256C.
- Assign signing authority to a director or secretary and keep evidence of verification.
- Track Form 2205 and Form 484 deadlines as downstream tasks.

Risk implications: Late or missing lodgement can invalidate the capital reduction process, expose the company and its officers to contraventions of the Corporations Act, and create shareholder disputes or reputational harm. The impact is moderate in likelihood but high in consequence for any entity executing buybacks, capital returns, or restructures.

Source: Australian Securities and Investments Commission