Explanatory Statement
ASIC Corporations (Electronic Lodgment of Financial and Sustainability Reports) Instrument 2026/59
This is the Explanatory Statement for ASIC Corporations (Electronic Lodgment of Financial and Sustainability Reports) Instrument 2026/59.
The Explanatory Statement is approved by the Australian Securities and Investments Commission (ASIC).
Summary
1. ASIC Corporations (Electronic Lodgment of Financial and Sustainability Reports) Instrument 2026/59 (Instrument) allows entities listed on financial markets operated by ASX Limited ACN 008 624 691 (ASX), National Stock Exchange of Australia Limited ACN 000 902 063 (NSX), Cboe Australia Pty Ltd ACN 129 584 667 (Cboe Australia) or Sydney Stock Exchange Limited ACN 080 399 220 (SSX) to lodge the following reports electronically with the relevant market operator without also having to separately lodge the reports with ASIC:
(a) financial reports;
(b) director’s reports;
(c) sustainability reports; and
(d) auditor’s reports on financial reports and sustainability reports.
Purpose of the instrument
2. The Instrument remakes relief previously provided in ASIC Corporations (Electronic Lodgment of Financial and Sustainability Reports) Instrument 2016/181 (ASIC Instrument 2016/181).
3. The Instrument allows companies and registered schemes listed on eligible financial markets to lodge certain reports electronically with the relevant market operator without also having to separately lodge the reports with ASIC.
4. Subsections 319(1) and 320(1) of the Corporations Act 2001 (Corporations Act) require a company, registered scheme or disclosing entity to lodge a financial report, half-yearly financial report, directors’ report, sustainability report and auditor’s report of a financial report and sustainability report with ASIC. The Listing Rules of ASX, NSX, Cboe Australia and SSX require these reports lodged by a listed entity to be lodged with the relevant market operator at the same time they are lodged with ASIC.
5. Section 341 of the Corporations Act provides that ASIC may make an order in writing in respect of a specified class of companies, registered schemes or disclosing entities, relieving any of the directors, the companies, registered schemes or disclosing entities themselves, or their auditors, from all or specified requirements of Parts 2M.2, 2M.3 and 2M.4 (other than Division 4) of the Corporations Act.
6. Section 342 of the Corporations Act provides that, to make an order under section 341, ASIC must be satisfied that complying with the relevant requirements of Parts 2M.2, 2M.3 and 2M.4 would make the financial report, sustainability report or other reports misleading, be inappropriate in the circumstances or impose unreasonable burdens.
7. ASIC is satisfied that the cost of lodging the relevant reports and accompanying forms with ASIC imposes an unreasonable burden in circumstances where the reports are already lodged electronically with the relevant market operator.
8. Subsection 352(1) of the Corporations Act allows a document to be lodged with ASIC electronically if ASIC has approved, in writing, the electronic lodgement of documents of that kind. The document is taken to be lodged with ASIC if it is lodged in accordance with the approval.
Consultation
9. ASIC consulted publicly on our proposal to remake the relief in ASIC Instrument 2016/181 through CS 45 Proposed remake and sunset of financial reporting-related legislative instruments. We did not receive any submissions in response to CS 45.
10. ASIC also conducted targeted consultation with market operators including ASX, NSX, SSX and one industry association, the Australia Financial Markets Association (AFMA), to broadly inform the parties who were relying on the relief previously provided in ASIC Instrument 2016/181 that another party, Cboe Australia, is being added to the definition of ‘eligible financial market’.
11. The targeted consultation did not include SVSE given its Australian Market Licence was cancelled on 27 February 2018.
12. In response to the targeted consultation, AFMA endorsed the proposal to extend relief to Cboe Australia listed disclosing entities as a sensible extension of the arrangements in place with other market licensees to avoid unnecessary administrative burden. ASX also confirmed that it had no comments on the proposal. No responses were received from NSX or SSX.
Operation of the instrument
Part 1 – Preliminary
13. Section 1 of the Instrument specifies the title of the Instrument.
14. Section 2 of the Instrument specifies that the Instrument commences on the later of the day after it is registered on the Federal Register of Legislation or 1 April 2026. The Instrument does not have retrospective application.
15. Section 3 of the Instrument specifies that it is made under sections 341 and 352 of the Corporations Act.
16. Section 4 of the Instrument specifies that each instrument included in a Schedule to the Instrument is amended or repealed. Schedule 1 of the Instrument repeals ASIC Instrument 2016/181.
17. Section 5 of the Instrument sets out a simplified outline of the Instrument. Its purpose is to assist readers in understanding the substantive provisions. However, the outline is not intended to be comprehensive. Readers should rely on the substantive provisions when considering the Instrument’s effect.
18. Section 6 of the Instrument specifies the definitions to be relied upon in the Instrument.
Part 2 – Approval
19. Subsection 7(1) of the Instrument approves the electronic lodgment of an eligible report by a listed disclosing entity that is included in the official list of an eligible financial market.
20. Subsection 7(2) of the Instrument provides that this approval applies where:
(a) the market operator is appointed as agent for ASIC to receive eligible reports electronically from listed disclosing entities;
(b) the report is lodged electronically with the market operator as agent for ASIC; and
(c) the entity has adequate arrangements in place to ensure a signed copy of the reports is kept for a period of not less than 7 years after electronic lodgement.
21. Subsection 7(3) of the Instrument provides that this approval does not apply where the listed disclosing entity is not a company or registered scheme.
Part 3 – Order
22. Section 8 of the Instrument clarifies that a listed disclosing entity that lodges an eligible report in accordance with the approval in section 7 does not have to comply with regulations 1.0.08 and 1.0.09 of the Corporations Regulations 2001 (Corporations Regulations) in relation to the report.
Part 4 – Repeal
23. Section 9 of the Instrument specifies that the Instrument is repealed at the start of 1 April 2031.
Legislative instrument and primary legislation
24. The subject matter and policy implemented by the Instrument is more appropriate for a legislative instrument rather than primary legislation because its amendments are designed to ensure the application of primary legislation keeps pace with technological and market developments not contemplated at the time the law was originally made. The amendments are also designed to ensure that the primary legislation applies in a way that is consistent with the intended policy and the enabling provisions in the primary legislation.
25. It will be a matter for the Government and for Parliament as to whether the Corporation Act or Corporations Regulations may be amended in future to include the relief in the Instrument.
Duration of the instrument
26. The Instrument self-repeals at the start of 1 April 2031. This allows sufficient time for the Government and for Parliament to determine whether to amend the Corporations Act or Corporations Regulations to include the relief in the Instrument.
Legislative authority
27. The Instrument is made under sections 341 and 352 of the Corporations Act.
28. The Instrument is a disallowable legislative instrument.
Statement of Compatibility with Human Rights
29. The Explanatory Statement for a disallowable legislative instrument must contain a Statement of Compatibility with Human Rights under subsection 9(1) of the Human Rights (Parliamentary Scrutiny) Act 2011. A Statement of Compatibility with Human Rights is in the Attachment.
- Attachment
Statement of Compatibility with Human Rights
This Statement of Compatibility with Human Rights is prepared in accordance with Part 3 of the Human Rights (Parliamentary Scrutiny) Act 2011.
ASIC Corporations (Electronic Lodgment of Financial and Sustainability Reports) Instrument 2025/59
Overview
1. ASIC Corporations (Electronic Lodgment of Financial and Sustainability Reports) Instrument 2025/59 allows entities listed on Australian financial markets to lodge financial, directors, auditors reports and sustainability reports with ASIC electronically through agency arrangements with Australian financial market operators.
Assessment of human rights implications
2. This instrument does not engage any of the applicable rights or freedoms
Conclusion
3. This instrument is compatible with the human rights and freedoms recognised or declared in the international instruments listed in section 3 of the Human Rights (Parliamentary Scrutiny) Act 2011.