Share capital and company members

A company's share capital is the money its members have paid or agreed to pay for shares, divided into one or more share classes such as ordinary or preference shares. The members (shareholders) are the people and companies that hold those shares. ASIC records both for every company registered under the Corporations Act 2001: the share structure section of a company extract shows what has been issued in each class, and the members section shows who holds it. Together they answer the question every lender, acquirer and KYC analyst asks: who owns this company?

Share classes

Each share class ASIC records has a short class code and a longer title. The codes are chosen by the company when it lodges, so they are consistent within a company but not standardised across the register. The most common are:

For each class ASIC records the number of shares issued, the total amount paid or taken to be paid, and the total amount due and payable (unpaid capital). Both sections come from a purchased company extract: buy it once with POST /v1/companies/{id}/extracts, then read it free. The API returns one shareClass object per class from GET /v1/companies/{id}/share-capital:

{
  "object": "shareClass",
  "classCode": "ORD",
  "classTitle": "ORDINARY",
  "status": { "code": "C", "label": "Current" },
  "sharesIssued": 1000,
  "amountPaid": "1000.00",
  "amountDue": "0.00",
  "sourceDocument": { "documentNumber": "0E5123456", "qualifier": null }
}

For managed investment schemes the same section describes interests rather than shares; see managed investment schemes.

Members and holdings

A member record describes one holding: a number of shares in one class held by one party or, for a joint holding, several parties together. ASIC records whether the shares are fully paid and whether the holder owns them beneficially or holds them on trust or as nominee for someone else. The API returns shareholding objects from GET /v1/companies/{id}/members, read from the same extract and filterable by classCode and status:

{
  "object": "shareholding",
  "classCode": "ORD",
  "numberHeld": 500,
  "beneficiallyOwned": true,
  "fullyPaid": true,
  "status": { "code": "C", "label": "Current" },
  "jointHolding": true,
  "holders": [
    {
      "party": {
        "type": "person",
        "person": { "familyName": "SMITH", "givenNames": ["JANE", "LOUISE"], "formatted": "JANE LOUISE SMITH" },
        "birth": null,
        "organisation": null
      },
      "address": { "careOf": null, "line1": null, "street": "12 EXAMPLE STREET", "locality": "MELBOURNE", "state": "VIC", "postcode": "3000", "country": "AUSTRALIA" }
    },
    {
      "party": {
        "type": "person",
        "person": { "familyName": "SMITH", "givenNames": ["ROBERT"], "formatted": "ROBERT SMITH" },
        "birth": null,
        "organisation": null
      },
      "address": { "careOf": null, "line1": null, "street": "12 EXAMPLE STREET", "locality": "MELBOURNE", "state": "VIC", "postcode": "3000", "country": "AUSTRALIA" }
    }
  ],
  "sourceDocument": { "documentNumber": "0E5123456", "qualifier": null }
}

ASIC does not record birth details for members, so birth is null on a member's party even when the same person appears as a director with a full birth record.

Only the top 20 members per class are recorded

ASIC does not hold a complete share register for any company. For proprietary companies it records a fixed slice, and the printed extract states the rule exactly:

Note: For each class of shares issued by a proprietary company, ASIC records the details of the twenty members of the class (based on shareholdings). The details of any other members holding the same number of shares as the twentieth ranked member will also be recorded by ASIC on the database. Where available, historical records show that a member has ceased to be ranked amongst the twenty members. This may, but does not necessarily mean, that they have ceased to be a member of the company.

Three consequences follow. A proprietary company with 30 shareholders in one class will show at most 20 of them, plus any tied at rank 20. A ceased holding (status code E) in a historical extract means only that the member dropped out of the top 20, which may have happened because they sold their shares or because other members' holdings grew. And for public companies ASIC generally does not record members at all; their registers are kept by the company or its share registry, and for listed companies substantial holder notices are lodged as documents instead.

Members that are companies

A holder can be a person or an organisation. When a company holds shares, the party has type: "organisation" with the holder's ACN (or ARBN for a foreign company), name and ABN where ASIC has matched one from the Australian Business Register:

{
  "type": "organisation",
  "person": null,
  "birth": null,
  "organisation": {
    "number": "004249987",
    "numberType": { "code": "ACN", "label": "Australian Company Number" },
    "name": "HARBOUR HOLDINGS PTY LTD",
    "abn": "27004249987"
  }
}

Foreign or unregistered holders may have no number at all, in which case organisation.number is null and only the name is available. To trace ownership upwards, take the corporate member's ACN and request its own members; to trace downwards, request the holding company's relationships.

The same holdings from the holder's side

ASIC indexes every recorded holding against the holder as well as the company. For a person, GET /v1/people/{personId}/shareholdings lists every proprietary company in which they are a top 20 member, each row carrying a company summary in place of holders[]; it reads a person extract purchased with "includeShareholdings": true. For a company, GET /v1/companies/{id}/relationships returns shareholdings[] in the same shape alongside the roles and licences the company holds; it reads a relational extract ("type": "relational" on the purchase). Both draw on the same top 20 data, so a person's shareholding list is also incomplete for any company where they fall outside the top 20 of a class.