Section 668A and s668B – After compulsory acquisition of shares

Providing company unclaimed money to ASIC under sections 668A and 668B of the Corporations Act is a two stage approach over two years.

Stage 1: Provide to ASIC the records of unpaid consideration as at 31 December, including who is entitled to the consideration so that these can be published in the Gazette.

Stage 2: If you still have unpaid consideration 12 months after Stage 1 is completed, provide to ASIC:

• the records of the still unpaid consideration; and
• make payment to ASIC of the still unpaid consideration.

If you have a nil balance of unpaid consideration at the time of either Stage 1 or 2 you still need to lodge a nil return to ASIC.

How to lodge a nil return by email

Providing records to ASIC under s668A

If your company was paid consideration in respect of shares that are compulsorily acquired you must keep records of:

• the consideration paid
• the people who are entitled to the consideration
• any transfer of the consideration to the people entitled to it.

By 31 January the year after the compulsory acquisition is made, you must send these records, current to 31 December, to ASIC by a CSV return form to ensure we can include them for publication in an ASIC Gazette by the end of February. We publish this information in an ASIC Gazette and you may search it on our consumer website, Moneysmart.

At this stage you do not send us the money. Records are published in our Gazette and the company must continue to hold the unclaimed money on trust for the former shareholders and may transfer the money to persons entitled to them.

Providing records and unclaimed money to ASIC under s668B

If you still hold unpaid consideration 12 months after the date of publication of the Gazette you will need to complete a CSV return form with your revised records (removing the consideration that has been claimed since your initial lodgement) and make payment to ASIC of the still unpaid consideration.

If the unclaimed consideration is shares, in addition to the CSV return form, a share transfer form will need to be completed and posted to:

Unclaimed Money Unit
Australian Securities & Investments Commission
GPO Box 9827
Melbourne VIC 3001

See How to lodge your return

Section 1343 – Lost shareholders

A company may transfer securities to ASIC where they have reason to believe that the security holder is not residing at the address shown in the company's register for a period of at least 6 years and the company has been unable to communicate with the security holder.

For more information about transferring securities to ASIC under this section of the Corporations Act, email unclaimed.lodging@asic.gov.au.

Please include in your email:

• name and ACN of the company;
• number of shareholders likely to be affected by the transfer and approximate number of shares to be transferred;
• details of attempts by the company to contact the lost shareholders during the last 6 years.

Section 1343A – Lost scheme members

A responsible entity of a registered managed investment scheme may transfer the interests in the scheme to ASIC where they have reason to believe that the member is not residing at the address shown in the member's register for a period of at least 6 years and the responsible entity has been unable to communicate with the member.

For more information about transferring interests in a scheme to ASIC under this section of the Corporations Act, email unclaimed.lodging@asic.gov.au.

Please include in your email:

• name and ASRN of the registered scheme
• number of members likely to be affected by the transfer and approximate value to be transferred
• details of attempts by the responsible entity to contact the lost members during the last 6 years.

See How to lodge your return

Section 1017E – Money received but no financial product was issued

Where money is paid to a financial product provider to acquire a financial product (or an increased interest in a financial product), but that financial product is not subsequently issued, this money must be returned to the person who paid the money.

If the money cannot be returned to the person who paid the money, the product provider must, within one month from the date of receipt or a longer period if not reasonably practicable to do so by the end of the month, transfer the money to ASIC to be dealt with under Part 9.7 of the Corporations Act (see s1017E(4) and reg 7.9.61A of the Corporations Regulations).

Where available, the product provider must supply such relevant information to ASIC about the person who originally paid the money to the product provider including:

• name and address
• amount
• date paid
• method of payment (eg cheque deposit, EFT)
• any other information that may assist in the assessment of the claim.

This section applies only to funds received by a product provider after 11 March 2002.

See How to lodge your return

Section 601AD(2) – Money located after the deregistration of a company

Where money is located after the deregistration of a company, under s601AD the money vests with ASIC.

If the company was in liquidation prior to deregistration, are these funds payable to a creditor or member and should they be dealt with under section 544?

See How to lodge your return

s601AD(1A) – Money located after the deregistration of a company and the company was acting as trustee

Where money is located after the deregistration of a company, and the company held the property as trustee, under s601AD(1A) the money vests with the Commonwealth. ASIC has been delegated the powers of the Commonwealth to deal with such money.

See How to lodge your return

Section 601NG – Scheme Property including unclaimed or undistributed money held on the completion of the winding up of a registered managed investment scheme

If, on completion of the winding up of a registered managed investment scheme, the person who has been winding up the scheme has in their possession or under their control any unclaimed or undistributed money or other property that was part of the scheme property, the person must, as soon as practicable, pay the money or transfer the property to ASIC to be dealt with under Part 9.7.

When providing these records you need to include:

• the amount payable to each party
• name
• last known address.

See How to lodge your return

Section 544 – Money unclaimed after company liquidation

Where a company winding up commenced after 1 January 1991, funds are payable to ASIC where the liquidator of a company has in his/her hands or under his/her control:

• any amount being a dividend or other money that has remained unclaimed for more than 6 months after the day when the dividend or money became payable or
• after making the final distribution, any unclaimed or undistributed amount of money arising from the property of the company.

Please note that section 544 does not apply to companies under Administration or under a Deed of Company Arrangement (DOCA), unless there is a clause in the DOCA providing for section 544 to apply to any unclaimed money from the Administration.

When providing these records you need to include:

• the amount payable to each party
• name
• last known address.

See How to lodge your return

Section 414 – Acquisition of shares of shareholders dissenting from scheme or contract approved by the majority

Section 414(15) of the Corporations Act deals with the unclaimed consideration where the shareholders were dissenting from the scheme or contract.

When cash or other property is received by a company under section 414 and has been held in trust for a period of at least 2 years, the company must, before the end of 10 years, transfer the consideration to ASIC to be dealt with under Part 9.7.

When providing these records you need to include:

• the amount payable to each party
• name
• last known address.

See How to lodge your return