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ARTICLE · 07 OCTOBER 2024

Share transfers – getting it right

Walter Baden
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Importance of making sure that share transfers are documented correctly.

AustraliaCorporate/Commercial Law
Trent Le Breton
Trent Le Breton
Jacqueline Monk
Jacqueline Monk
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A recent decision of the Federal Court is a reminder of how important it is to make sure that share transfers are documented correctly: Norden Holdings Pty Ltd (Trustee) v Martens Investments Pty Ltd (Trustee), in the matter of Amazonia IP Holdings Pty Ltd [2024] FCA 845.

What happened?

On 27 June 2023, ASIC forms were lodged which transferred shares in two companies, Amazonia IP Holdings and Amazonia Group, from one party (Nordon) to another (Martens).

Nordon questioned the validity of this transfer and argued that there was no underlying agreement to transfer the shares. Martens argued that the transfer was valid because Mr Norden had signed meeting minutes for each of the two Amazonia companies which contained a resolution as to the "ceasing of Shareholders Norden Holdings Pty Ltd".

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