Restrictions on transferability of shares

Australia
Branch
Not applicable – this is subject to the requirements of the foreign company's place of incorporation.
Proprietary company
A signed share transfer form is required to transfer shares (note: duty may apply in certain circumstances).
The constitutions or shareholder agreements of some proprietary companies contain pre-emptive rights which require that a transferor of shares offers those shares to other shareholders before those shares may be offered to third parties. Frequently, those constitutions will also give the directors the right to refuse to register a share transfer, without them necessarily being required to give a reason for a refusal to register (although it is common for this power to
contain an exception which prevents the directors from refusing to register a transfer of a share which occurs in connection with the enforcement of a security interest over a share).
Public company
Pre-emptive rights provisions are far less common in public company constitutions and cannot be contained in the constitution of an ASX-listed company.
Shareholders' agreements may also provide restrictions on the transfer of shares, with such restrictions typically expressed to take precedence over restrictions found in the company's constitution.