ASIC Corporations (Compromises or Arrangements) Instrument 2015/358

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ASIC Corporations (Compromises or Arrangements) Instrument 2015/358

 

About this compilation

 

Compilation No. 2

 

This is a compilation of ASIC Corporations (Compromises or Arrangements) Instrument 2015/358 as in force on 24 August 2018. It includes any commenced amendment affecting the legislative instrument to that date.

 

This compilation was prepared by the Australian Securities and Investments Commission.

 

The notes at the end of this compilation (the endnotes) include information

about amending instruments and the amendment history of each amended provision.

 

 

Contents

Part 1—Preliminary

1 Name of legislative instrument

3 Authority

4 Definitions

Part 2—Exemptions

5 Disclosure relief for foreign compromises or arrangements

6 Disclosure relief for Part 5.1 compromises or arrangements

Part 3—Declaration

7 Disclosure relief for Part 5.1 compromises or arrangements: legislative drafting clarification

Endnotes

Endnote 1—Instrument history

Endnote 2—Amendment history

 

Part 1—Preliminary

1 Name of legislative instrument

This instrument is ASIC Corporations (Compromises or Arrangements) Instrument 2015/358.

3 Authority

This instrument is made under sections 741 and 1020F of the Corporations Act 2001.

4 Definitions

In this instrument:

Act means the Corporations Act 2001.

adviser means:

(a) a financial services licensee; or

(b) an authorised representative of a financial services licensee.

authorised representative has the meaning given by section 761A of the Act.

eligible foreign country means each of the following:

(a) Hong Kong;

(b) Malaysia;

(c) New Zealand;

(d) Singapore;

(e) South Africa;

(f) United Kingdom.

foreign compromise or arrangement means a compromise or arrangement that is:

(a) between a foreign company and its members or any class of them; and

(b) regulated by or under a law that is in force in or in a part of an eligible foreign country.

 

Part 2—Exemptions

5 Disclosure relief for foreign compromises or arrangements

Securities

(1) A person does not have to comply with Part 6D.2 or 6D.3 of the Act where the person offers securities for issue or sale under a foreign compromise or arrangement that the person reasonably believes is made in accordance with laws that, as at the date of the offer, are in force in or in a part of an eligible foreign country.

(2) A person that makes a sale offer of securities within 12 months after the issue of the securities does not have to comply with Part 6D.2 or 6D.3 of the Act in relation to the sale offer where the securities were issued or transferred under a foreign compromise or arrangement.

Other financial products

(3) A person does not have to comply with section 1012B or 1012C of the Act where the person:

(a) issues or sells; or

(b) makes an offer to issue or sell; or

(c) makes an offer to arrange for the issue of;

a financial product under a foreign compromise or arrangement that the person reasonably believes is made in accordance with the laws that, as at the date of the issue, sale or offer (as the case may be), are in force in or in a part of an eligible foreign country.

(4) A person that makes a sale offer of a financial product within 12 months after the issue of the product does not have to comply with section 1012C of the Act in relation to the sale offer where the product was issued or transferred under a foreign compromise or arrangement.

(5) An adviser does not have to comply with section 1012A of the Act where the adviser makes a recommendation to acquire a financial product under a foreign compromise or arrangement.

6 Disclosure relief for Part 5.1 compromises or arrangements

(1) A person does not have to comply with section 1012B or 1012C of the Act where the person:

(a) issues or sells; or

(b) makes an offer to issue or sell; or

(c) makes an offer to arrange for the issue of;

a financial product under a compromise or arrangement under Part 5.1 of the Act approved at a meeting held, or to be considered at a meeting to be held, as a result of an order under subsection 411(1) or (1A) of the Act.

(2) A person that makes a sale offer of a financial product within 12 months after the issue of the product does not have to comply with section 1012C of the Act in relation to the sale offer where the product was issued or transferred under a compromise or arrangement under Part 5.1 of the Act approved at a meeting held as a result of an order under subsection 411(1) or (1A) of the Act.

(3) An adviser does not have to comply with section 1012A of the Act where the adviser makes a recommendation to acquire a financial product under a compromise or arrangement under Part 5.1 of the Act approved at a meeting held, or to be considered at a meeting to be held, as a result of an order under subsection 411(1) or (1A) of the Act.

Part 3—Declaration

7 Disclosure relief for Part 5.1 compromises or arrangements: legislative drafting clarification

(1)  Chapter 6D of the Act applies to all persons as if subsection 708(17) were modified or varied by omitting “approved at a meeting held” and substituting “approved at a meeting held, or to be considered at a meeting to be held,”.

(2) Part 7.9 of the Act applies in relation to a person making an unsolicited offer to purchase a financial product as if subparagraph 1019D(1)(d)(iii) were modified or varied by omitting “approved at a meeting held” and substituting “approved at a meeting held, or to be considered at a meeting to be held,”.

Endnotes

Endnote 1—Instrument history

Instrument number

Date of FRL registration

Date of commencement

Application, saving or transitional provisions

2015/358

1/9/2015 (see F2015L01379)

2/9/2015

 

2017/65

23/3/2017 (see F2017L00284)

24/3/2017

-

2018/483

23/8/2018 (see F2018L01157)

24/8/2018

-

Endnote 2—Amendment history

ad. = added or inserted     am. = amended     LA = Legislation Act 2003    rep. = repealed     rs. = repealed and substituted

Provision affected 

How affected

Section 2

rep. s48D LA

Section 4

am. 2018/483

Subsection 5(3)

am. 2018/483

Section 7

am. 2017/65

Section 7(2)

ad.  2017/65

 

 

Overview

The ASIC Corporations (Compromises or Arrangements) Instrument 2015/358 was enacted to provide relief from certain disclosure requirements under the Corporations Act 2001 for compromises or arrangements involving foreign companies or those approved under Part 5.1 of the Act. The instrument was created under sections 741 and 1020F of the Corporations Act 2001 by the Australian Securities and Investments Commission (ASIC). The policy objective of this legislative instrument is to facilitate smoother transactions involving foreign compromises or arrangements and those approved under Part 5.1 of the Act, by reducing unnecessary regulatory burdens while maintaining a level of investor protection. The instrument provides exemptions from certain disclosure obligations for securities and financial products offered under foreign compromises or arrangements regulated by laws of eligible foreign countries, as well as those approved under Part 5.1 of the Corporations Act 2001. These exemptions are designed to alleviate the administrative burden on entities involved in such transactions, while ensuring that the core objectives of the Corporations Act 2001 are not compromised. The instrument also includes clarifications to legislative drafting to ensure the proper application of the Act in these contexts.

Scope and Application

The ASIC Corporations (Compromises or Arrangements) Instrument 2015/358 applies to persons and entities engaged in offering, issuing, or recommending securities and financial products under certain compromises or arrangements, both foreign and domestic, as per the Corporations Act 2001. Specifically, it provides disclosure relief for compromises or arrangements between a foreign company and its members, where the arrangement is governed by the laws of an eligible foreign country, which includes Hong Kong, Malaysia, New Zealand, Singapore, South Africa, and the United Kingdom. Additionally, it offers relief for compromises or arrangements under Part 5.1 of the Corporations Act that have been approved at a meeting or are to be considered at a meeting. Exemptions include situations where a person offers securities or financial products under such arrangements or makes a sale offer within 12 months of issuance, as well as recommendations made by financial services licensees or their authorised representatives. The instrument extends its application through modifications to legislative drafting, clarifying the scope of certain sections of the Act.

Key Provisions

The ASIC Corporations (Compromises or Arrangements) Instrument 2015/358 (the Instrument) provides exemptions and relief from certain disclosure requirements in the Corporations Act 2001 (the Act) for compromises or arrangements involving foreign companies or certain compromises under Part 5.1 of the Act. Under Section 5, individuals and entities offering securities for issue or sale under a foreign compromise or arrangement, which they reasonably believe complies with the laws of eligible foreign countries (such as Hong Kong, Malaysia, New Zealand, Singapore, South Africa, and the United Kingdom), are exempt from certain disclosure requirements in Part 6D.2 and 6D.3 of the Act. Similarly, under Section 6, these parties are exempt from compliance with sections 1012B and 1012C of the Act when dealing with other financial products issued or offered under a foreign compromise or arrangement. Moreover, advisers are exempt from section 1012A of the Act when recommending financial products issued or offered under a foreign compromise or arrangement. The Instrument imposes several obligations on the parties it governs. They must reasonably believe that the foreign compromise or arrangement complies with the relevant laws of the eligible foreign country. Additionally, the exemptions apply only if the compromise or arrangement is with a foreign company or its members and is regulated by or under a law in force in an eligible foreign country. Under Section 7, the Instrument clarifies that certain disclosure requirements in the Act apply to compromises or arrangements approved at a meeting held or to be considered at a meeting to be held. Breaching the provisions of the Instrument may result in civil or criminal penalties under the Act. While the Instrument itself does not specify penalties, non-compliance with the Act can result in penalties for offences such as misleading or deceptive conduct, which may include fines of up to $2.1 million for a corporation and imprisonment for up to five years. Additionally, the Australian Securities and Investments Commission (ASIC) may take enforcement action against entities or individuals who contravene the Act.

Legal classification tags

Area of Law
Corporate Law & Governance
Instrument
Legislative Instrument
Concepts
Definitions & Interpretation
Exemptions & Exclusions
Licensing & Registration

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Sourced from the Federal Register of Legislation at 26 August 2026. For the latest information on Australian Government law please go to https://www.legislation.gov.au.