Useful tips before you allocate shares
Before you allocate any shares, there are some useful tips I have to share with you.
First, let's start with how to become a shareholder.
Firstly, how can someone become a shareholder ?
As an illustration, here are some examples of how to become a shareholder:
Following how to become a shareholder above, who exactly can become a shareholder ?
Although there is no minimum age of 18 to be a shareholder (this age rule does apply for directors), your company can make up it's own rules about age limits in its shareholder agreement or constitution.
Also, a shareholder can be an entity or individual.
Another key point is the rights you can allocate to these shareholders. Read on to learn more.
In addition to knowing who can be a shareholder, you need to know about shareholder rights that you want to allocate.
For example, see the table below for the different share rights that you can allocate to shareholders.
Example Share Class
Example Share Class Rights
Below are some sample "A" class rights:
Below are some sample "B" class rights:
Below are some sample "C" class rights:
As shown above, it's important to know what sort of shares you are selling (i.e. share class and the rights attached).
Following this, the next step will be to record this in the share sale agreement. More about this step below.
In short, a share sale agreement documents the terms of the share sale.
So that you can explore the details that go into a share sale agreement, you can read our share sale right here.
Also, in your share sale agreement, you should disclose any other share offers you have made to other possible investors.
More about disclosure below.
Equally important as stating the share class the shareholder is buying, is disclosure of other share purchase offers you have made.
Take the case of the disgruntled investor that claims they were mislead about the share % they are buying.
Because you want to avoid disputes like this, it mays to be transparent.
What's more, if you have a share sale agreement that contains warranties, it is especially important that you have not made an offer to any other investor. This is because if you breach a sale warranty then you could be liable for a claim by the prospective investor.
So once the share sale is complete, you will need to notify ASIC; you can learn more about this step below.
Straightaway, after your startup allocates shares, you will need to notify ASIC.
So below is the information that ASIC needs:
Another key point - you will need to notify ASIC of the share allocation within 28 days to avoid any penalties.
Also, if you do need help with recording a share allocation, you can download the templates you need to record share allocations below (these records are an ASIC requirement).
Useful downloads: application, resolution, register & certificate.
In addition to the tips above, you may be wondering about which share class you should allocate to an investor. Read on to learn more.
So, which share class should you allocate to an investor ?
For investors that are not involved in business decisions, it makes sense to allocate shares with no voting rights.
And if you are not allocating voting rights, you should make sure that shareholders are aware of this by outlining the class of shares they are buying and the rights they hold.
Also, you can explain shareholder classes and rights in both the share sale agreement and in the shareholder agreement.
So who should you allocate shares to ?
Investors that want to have voting rights should have a good idea of your business vision and be in agreement with you about how you will execute that vision - this important if those investors are going to have a say in how your business is run.
Now while walking away from an investment opportunity can be tough but might be necessary if the investor's vision does not align with your business vision.
Also, you can allocate shares to employees to incentivise them to help your business succeed.
And, if you want to learn about the tax impact of allocating shares to employees, the Australian Tax Office provides some guidance and you can read more here.
So when should you allocate shares ?
You can allocate shares to an investor once they have paid the agreed price to your business.
And for employees, it is common to allocate shares once they have worked a minimum period such as a year or two, this is usually called the 'vesting period'.
Importantly, if you are unsure about any of the steps to allocate shares, speaking to an accountant or lawyer can be helpful.
Finally, you can contact us using the button below to discuss share allocations.
Do you need help from an Australian business lawyer for startups? Contact us today for help on firstname.lastname@example.org or 1300 478 278 Australia wide or on +61 2 9151 7233 from overseas. We are always glad to help.
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