Company services
Share forfeiture.
Where shares are partly paid and a call goes unpaid, the constitution may allow the company to forfeit them. It is a powerful remedy and an easy one to get wrong. The notice, the resolution and the disposal all have to follow the document.
Lawyer prepared
Documents prepared and reviewed by a Victorian commercial lawyer.
Fast turnaround
Most registrations and deeds turned around same day or next business day.
Fixed fee, quoted first
Fixed fee quoted before we start, ASIC fees itemised separately.
Compliant documents
Corporations Act 2001 and ASIC compliant documentation.
How forfeiture works.
We confirm the constitution actually permits forfeiture, check the call was validly made, prepare the notice specifying the amount, the time for payment and the consequence of default, and then prepare the directors' resolution forfeiting the shares if payment is not made.
After forfeiture we deal with the shares, cancellation, reissue or sale, update the register and certificates, and notify ASIC.
Forfeiture is strictly construed. A defective notice or a call that was not validly made will invalidate the forfeiture and expose the directors.
Why it pays to have this done properly.
Strict process followed
Notice periods, content requirements and resolutions prepared exactly as the constitution requires.
Director exposure managed
Forfeiture must be for a proper purpose. We document the reasoning so the decision is defensible.
Clean outcome on the register
Cancellation, reissue or sale of the forfeited shares handled with the register and ASIC record aligned.
Is this you?.
- Partly paid shares remain unpaid after a call
- A shareholder has not met their funding commitment
- The constitution includes forfeiture provisions you have never used
- You need the shares back before a raise or sale
If any of these sound familiar, a short conversation will tell you whether this is the right document, and what it costs, before you commit.
How it works.
- 01
Tell us what you need
Start online or call us. We take short instructions, names, roles, structure and timing, and confirm this is the right document for what you are actually trying to achieve.
- 02
We check the detail
We confirm eligibility, consents, existing documents and any tax or duty consequence before drafting, so nothing is discovered after lodgement.
- 03
We prepare and lodge
We draft the call and forfeiture notices, resolutions and register updates, send it for signing with clear instructions on who signs what and when, and attend to any ASIC, State Revenue Office or ATO lodgement.
- 04
You get a complete file
You receive executed documents, registers and confirmations in a single organised pack, plus a short note on what to keep and what happens next.
Fees.
Fixed fee for the notice, resolution and register work. Disputed forfeitures are handled by our litigation team and quoted separately.
FAQs
Frequently asked questions.
Still unsure? Call us on (03) 9008 7224 and speak to a lawyer, not a call centre.
Can fully paid shares be forfeited?
Does the shareholder get anything back?
Can forfeiture be reversed?
Related services.
Share transfers
Transfer shares correctly, with duty, pre-emptive rights and registers dealt with.
Learn moreShare buy back (selective)
Buy out one shareholder using the company's own funds, done to the Act.
Learn moreChanges to company constitution
Targeted amendments to your existing constitution by special resolution.
Learn moreReady to get started with share forfeiture?.
Start online or book a consultation with a CMK Legal commercial lawyer in Richmond, Melbourne.