This will depend on who you're looking to transfer to and when.
Transfer to an affiliate or related party (like a trust, SMSF or spouse)
Transferring your shares to an affiliate or related party (like a trust, SMSF or spouse) is generally permissible. The rules and procedure you will need to follow to transfer your shares to an affiliate will be set out in the company's Constitution.
There may be circumstances where a transfer to an affiliate is not permitted. For example, often directors will have the discretion to approve or refuse a transfer.
If permitted, many online share registries can facilitate the transfer of shares to an affiliate. We recommend you speak with the company and notify them of your desire to transfer your shares to an affiliate, and they will provide you with the information and steps to process the transfer.
Transfer / sell shares to a third party buyer you have identified
Transferring your shares to a third party may or may not be permitted. The rules and procedure you will need to follow to transfer your shares to a third party will be set out in the company's Constitution.
There may be circumstances where a transfer to a third party is not permitted or there may be a lengthy process to follow (such as a "right of first refusal" or "pre-emptive rights" process). Often directors will have discretion to approve or refuse a transfer.
If you have found a third party to sell your shares to, we recommend you review the company's Constitution and speak with the company about your desire to sell the shares. The company will provide you with the information and steps to process the transfer, if it is permitted.
Transfer / sell to someone else
If you would like to transfer your shares to someone (but you don't know who), this may or may not be possible.
We recommend you speak with the company about your desire to sell the shares. However, bear in mind they may not be in a position to facilitate your request for some time (or at all).
Please see our article/help guide When will I receive a return on my investment? for more information.
Transfer within 12 months of the CSF Offer
If you want to transfer your CSF shares within 12 months of the CSF offer, you must also consider the "on-sale provisions" under s707 of the Corporations Act.
Investors are not able to sell shares acquired under a CSF offer within 12 months of their issue without a prospectus or other disclosure document, unless an exemption in s708 of the Corporations Act applies or unless ASIC gives relief.
Exemptions in s708 of the Corporations Act include:
small scale offers
sales to sophisticated investors
sales to professional investors
sales for no consideration
If you are selling your shares within 12 months of the CSF offer, you will need to ensure one of the exemptions applies. The company may ask you to confirm which exemption you are relying on.
Tagging transferred shares as "CSF" shares
If a shareholder acquires shares under a CSF offer, and subsequently sells those shares via an off-market transfer, the new shareholder does not count towards the "50 shareholder" limit. For this reason, it is important that the transferred shares are tagged in the company's register as "CSF" shares after the transfer.
This article provides information on "off-market" transfers only. This information is intended as a helpful guide and should not be considered legal or financial advice. Please ensure you speak with the company and seek independent legal, financial, tax or other professional advice before transferring your shares.
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