ASIC Form 280 Sets Share Buy-Back Notification and Lodgement Requirements for Australian Companies

Key Takeaways

• ASIC's Form 280 (version dated 1 October 2021) is the mandatory notification that Australian companies must lodge for most share buy-backs that exceed the 10/12 limit, as well as for equal access scheme and selective buy-backs.
• Lodging it at least 14 days before the relevant date can remove the need to file Form 281.
• Compliance teams should confirm the correct buy-back type, documents, and timing to avoid procedural breaches.

Deep Dive

ASIC's Form 280 (version dated 1 October 2021) is the mandatory notification that Australian companies must lodge for most share buy-backs that exceed the 10/12 limit, as well as for equal access scheme and selective buy-backs. Lodging it at least 14 days before the relevant date can remove the need to file Form 281. Compliance teams should confirm the correct buy-back type, documents, and timing to avoid procedural breaches.

Form 280 is lodged under Corporations Act 2001 ss257C(3), 257D(3), and 257E. It notifies ASIC of buy-back details and attaches the supporting shareholder or offer documents. The company must identify the buy-back type: employee share scheme (over the 10/12 limit), on-market (over the limit), equal access scheme (within or over the limit), or selective. The 10/12 limit is 10% of the smallest number of votes attaching to voting shares at any time in the preceding 12 months. A separate form is needed for each buy-back lodgement requirement. Note that the content provided is a form and guide, not a new rule. The document is labeled a press release and dated 2026-09-16, but the form itself carries a 1 October 2021 version date. Teams should verify with ASIC that it is the current version.

Requirements vary by buy-back type. Per the procedure table, Form 280 is not required for minimum holding buy-backs or for employee share scheme buy-backs within the limit. It is required for the other categories shown as "YES." Attachments depend on the type:
- Notice of meeting and accompanying documents for shareholder approval when the 10/12 limit is exceeded (s257C(3)) or for selective buy-backs (s257D(3)).
- Offer terms and accompanying documents for equal access and selective buy-backs (s257E).

A director or secretary must sign and certify that the information is true and correct and that the attached documents are true copies. There is no lodging fee. A form is not lodged until ASIC receives it and accepts it as compliant with s1274(8).

Timing is the main control point. The relevant date is the date the resolution is passed if the buy-back is conditional on a resolution. Otherwise, it is the date the agreement is entered into (s257F). For circular resolutions under s249A, the estimated last signing date applies. Form 281 must be lodged at least 14 days before the relevant date. It is not required if Form 280 is lodged at least 14 days before that date. If short notice (under 14 days) of a meeting is given, or if s257E documents are lodged less than 14 days before the relevant date, Form 281 should also be lodged. Other steps still apply, including 14 days' notice (s257F), disclosure when an offer is made (s257G), share cancellation (s257H), and Form 484 notification of cancellation (s254Y).

Recommended actions: map each planned buy-back to the procedure table, and build a checklist covering resolution type, documents, and signatory. Set internal deadlines at least 14 days ahead of the relevant date, and confirm whether the circular-resolution estimate was used. Coordinate with the company secretary and legal counsel on the Form 484 filing following cancellation, and keep evidence of ASIC acceptance. Also review Regulatory Guide 110 and the ASIC information sheet. Late or incorrect lodgement creates regulatory, governance, and potential validity risks for the buy-back, along with reputational exposure. The financial impact is low because there is no fee, but the procedural risk is moderate, particularly for selective and over-limit transactions.

Source: Australian Securities and Investments Commission