How to: Notifying ASIC about Advisory Shares with Form 484

Let’s all collectively agree that the ASIC Online Lodgement Portal is the most unintuitive thing known to man. Filing Form 484 for changes to your company is hard enough as it is, but throw in something like Advisory Shares, and it’s like the system collapses on itself.

Advisory shares are shares given to company advisors in lieu of cash compensation. An Advisory Agreement will set out terms which state that the advisor will receive a certain number of shares in return for their advisory services for a set period of time. They are a popular option for startups who have plenty of growth potential but little cash flow at the moment.

ASIC requires companies to notify them for any changes to the company through Form 484, which includes the issue of these shares. If you’ve ever done your company’s filings before, you will know that Form 484 is no longer a paper form — it can now only be filed online through the ASIC portal.

Sounds better right? Well there is a challenge with this. The ASIC Portal does not support the issue of advisory shares (i.e., shares issued on a non-cash basis under a written contract). In fact, you will receive this error message if you try to do so:

“You cannot progress past this point as the shares have been issued for other than cash under a written contract. You will need to submit your notification on the appropriate paper forms. The paper form 484 will provide all necessary details to assist you. Please note late fees can apply.”

So... Form 484 is now completely online…. but you also need paper Form 484… what?!

Fortunately for you, we’ve gone through this circular process ourselves, so we can break it down for you. This guide is meant to help startup founders and legal advisors who are not registered lodgings agents so you aren’t left scratching your heads.

How to notify ASIC about advisory shares

...or any shares issued on a non-cash basis under a written contract.

Step 1: Fill up the information on the online portal, then download and edit the form

Login to ASIC’s Officeholder Portal and fill up Form 484 with all the information you have. Add the advisor to the member’s register, declare the issue of new shares and update the share structure. 

Because these shares were issued for services rather than cash, you will put 0 where it asks the amount paid per share and amount unpaid per share. 

Do this until you can no longer progress and receive the error message above. (You can take a screenshot of the error message to show ASIC later, but this is not necessary.) Then, in the sidebar on your left, select the option to Print form. This should open a PDF version of Form 484 in a new tab — everything pre-populated except:

1. Lodgement Details, 
2. C3 (Change to share structure), and
3. Signature line.

Download the form and open your PDF editing software or print it out for scanning later, whichever method you prefer. You will need to manually fill in those missing blanks yourself and have an officeholder sign where it asks for a signature.

Additionally, in Page 1 where it says Company Details, note down the company’s Corporate Key and label it. 

(You will need to inform ASIC about the changes and using the portal to get a pre-populated form was more convenient than finding the old Paper Form 484 and filling it up manually. However, if you find the paper form much easier to fill in than the portal, then feel free to submit that.) 

Step 2: Fill up Form 207Z (Certificate of compliance with stamp duty law)

Form 207Z is a paper form you can find and download on the ASIC website. A director will need to sign off on this. 

You will also need to make sure you have a signed copy of the Advisory Agreement or the written contract which sets out the shares in exchange for services.  

Typically you will have to send these documents to ASIC via post, but for this situation you will only need to attach it via email in Step 4. 

Step 3: Fill up Request to lodge documents via email

You can find the form by googling “Request to lodge documents via email” or by looking under the Registered Agents page on the ASIC website. 

Make sure to tick the declaration box and indicate that the forms being lodged are for Form 484. Explain that you are filing shares for services under a written contract and quote the error message. Leave N/A on everything else that doesn’t apply.

Step 4: Lodge documents via email — and done!

Attach the Request, Forms 484 and 207Z, and the contract in an email addressed to online.exceptions@asic.gov.au.

In the body of the email you can quote the details from Request, and include screenshots of the error message if you took one. 

An ASIC agent will contact you if there are any issues or if the lodgement has successfully gone through!

Final Note

ASIC forms can be quite confusing, but they are necessary! There are consequences to filing notices late or failing to file entirely. Please make sure all your documents are lodged and lodged on time.

In need of advisory shares support from a lawyer? Biztech Lawyers is a multi-award-winning law firm, known for fuelling and protecting tech innovation worldwide. Get in touch now to see how we can help.