ASIC Corporations (Foreign Securities—Incidental Advertising) Instrument 2025/615

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Legislation au F2025L01150 In force Legislative Instrument

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Explanatory Statement

 

ASIC Corporations (Foreign Securities— Incidental Advertising) Instrument 2025/615

This is the Explanatory Statement for ASIC Corporations (Foreign Securities— Incidental Advertising) Instrument 2025/615 (Instrument).

The Explanatory Statement is approved by the Australian Securities and Investments Commission (ASIC).

Summary

  1.              Subsection 734(2) and section 1018A of the Act contain a broad restriction on the advertising or publication of statements that directly or indirectly refer to offers of securities or financial products. The Act provides a number of exceptions to this broad restriction (see subsections 734(7) and 1018A(4)) but none of these exceptions relate specifically to statements that are primarily published outside Australia. 
  2.              The Instrument gives relief from subsection 734(2) and section 1018A to authors and publishers who publish an advertisement or statement relating to foreign securities that is only incidentally published in Australia.

Purpose of the instrument

  1.              The relief is broader than the similar exception in subsections 734(7) and 1018A(4) for news reports but it only applies where the author or publisher authorised publication outside this jurisdiction.
  2.              The relief covers statements published in print media, radio and television broadcasts and electronic services operated on a commercial basis that are similar to newspapers, magazines or broadcasts.
  3.              The Instrument provides relief, on largely the same terms as ASIC Corporations (Foreign Securities – Incidental Advertising) Instrument 2015/360 which was scheduled to expire on 1 October 2025. However, there is now a consolidated exemption for authors and publishers. 

Consultation

  1.              On 9 July 2025, ASIC published simple consultation CS 25 Proposed remake of disclosure relief for offers of foreign securities and interests to Australian investors (CS 25) on its website. 
  2.              On 9 July 2025, ASIC also published an accompanying news item ASIC proposes to remake disclosure relief for offers of foreign securities and interests to Australian investors.  
  3.              ASIC brought CS 25 to the attention of its external stakeholders through the Corporate Finance Update published July 2025.
  4.              ASIC did not receive any submissions in response to CS 25 (which closed 15 August 2025).

Operation of the instrument

  1.          The Instrument commences on the day after it is registered on the Federal Register of Legislation.
  2.          The Instrument exempts from subsection 734(2) and section 1018A of the Act a person who, as author or publisher, publishes an advertisement or statement about foreign securities in this jurisdiction where:
    1.           the person causes or authorises the publication of an advertisement or statement in relation to foreign securities outside this jurisdiction; and
    2.           the publication of the advertisement or statement in this jurisdiction is merely incidental to its publication outside this jurisdiction.

Legislative instrument and primary legislation 

  1.          The subject matter and policy implemented by the Instrument is more appropriate for a legislative instrument rather than primary legislation because the matters contained in the Instrument only apply where publication in Australia is incidental to publication outside Australia. The Instrument provides administrative relief in circumstances where strict compliance with the primary legislation produces an unintended or unforeseen result. If the matters in the Instrument were to be inserted into the primary legislation, they would insert, into an already complex statutory framework, a set of specific provisions that would apply only to a relatively small group of entities. This would result in additional cost and unnecessary complexity for other users of the primary legislation.
  2.          It will be a matter for the Government and for Parliament as to whether the Act or Regulations may be amended in future to include the relief in the Instrument.

Duration of the instrument

  1.          The Instrument will expire after 5 years.
  2.          This allows sufficient time for the Government and for Parliament to determine whether to amend the Act or Regulations to include the relief.

Legislative authority

  1.          ASIC makes the Instrument is made under subsections 741(1) and 1020F(1) of the Act. 
  2.          Subsection 741(1) provides that ASIC may:
    1.           exempt a person from a provision of Chapter 6D; or
    2.           declare that Chapter 6D applies to a person as if specified provisions were omitted, modified or varied as specified in the declaration.
  3.          Subsection 1020F(1) provides that ASIC may:
  1.           exempt a person or class of persons from all or specified provisions of Part 7.9; or
  2.           exempt a financial product or a class of financial products from all or specified provisions of Part 7.9; or
  3.           declare that Part 7.9 applies in relation to a person or a financial product, or a class of persons or financial products, as if specified provisions were omitted, modified or varied as specified in the declaration.
  1.          The Instrument is disallowable under section 42 of the Legislation Act 2003.

Statement of Compatibility with Human Rights 

  1.          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 (Foreign Securities— Incidental Advertising) Instrument 2025/615

Overview

1. This instrument gives relief from subsection 734(2) and section 1018A of the Corporations Act 2001 to authors and publishers who publish an advertisement or statement relating to foreign securities that is only incidentally published in Australia.

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.

 

 

Overview

The ASIC Corporations (Foreign Securities— Incidental Advertising) Instrument 2025/615 was enacted to address the issue of foreign securities advertising that is incidentally published in Australia. This legislative instrument provides relief to authors and publishers who publish advertisements or statements about foreign securities outside Australia, where the publication in Australia is merely incidental. The Australian Securities and Investments Commission (ASIC) developed this instrument to alleviate the unintended consequences of the primary legislation when strict compliance results in unnecessary restrictions for a relatively small group of entities. By exempting such incidental publications from the broad advertising restrictions in the Corporations Act 2001, the instrument aims to provide administrative relief without complicating the existing statutory framework for other entities. The policy objective is to ensure that the regulatory environment remains effective and proportionate, avoiding excessive burden on entities that incidentally publish foreign securities information in Australia.

Scope and Application

The ASIC Corporations (Foreign Securities— Incidental Advertising) Instrument 2025/615 provides a legislative instrument that exempts authors and publishers from specific sections of the Corporations Act 2001, namely subsections 734(2) and 1018A, when they publish advertisements or statements about foreign securities in Australia. This exemption applies provided that the publication in Australia is incidental to the primary publication outside Australia, and the author or publisher has authorised the publication outside Australia. The relief extends to advertisements or statements published in print media, radio and television broadcasts, and electronic services akin to newspapers, magazines, or broadcasts. The purpose of this instrument is to offer relief that is broader than the exceptions already provided in the primary legislation, but it is tailored for cases where the advertisement or statement is not the primary focus of the publication but merely incidental to it. The instrument commences on the day after it is registered on the Federal Register of Legislation and will expire after five years, allowing sufficient time for any potential legislative amendments to be considered. This legislative instrument operates under the authority granted to ASIC by subsections 741(1) and 1020F(1) of the Corporations Act 2001, and it is subject to disallowance under section 42 of the Legislation Act 2003.

Key Provisions

The ASIC Corporations (Foreign Securities— Incidental Advertising) Instrument 2025/615 provides specific relief under subsection 734(2) and section 1018A of the Corporations Act 2001 (the Act) to authors and publishers who publish advertisements or statements relating to foreign securities that are only incidentally published in Australia. This relief applies when the publication outside Australia is authorised or caused by the author or publisher, and the publication in Australia is merely incidental to the overseas publication. The Instrument allows such incidental publications without contravening the general restrictions on advertising securities in Australia. This relief extends to various media including print, radio, television broadcasts, and electronic services similar to newspapers, magazines, or broadcasts. The obligations imposed by the Instrument on authors and publishers include ensuring that any advertisement or statement concerning foreign securities published in Australia is incidental to the primary publication outside Australia, and that they have authorised or caused the initial publication outside Australia. They must also ensure that their publications comply with the conditions set out in the Instrument to qualify for the exemption. Additionally, authors and publishers must be aware of the types of media covered by the relief, which include print, radio, television broadcasts, and electronic services akin to newspapers, magazines, or broadcasts. The Act does not explicitly detail offences or penalties for breaching the conditions of the Instrument. However, general provisions in the Corporations Act 2001 apply, and breaches of advertising provisions can lead to civil or criminal penalties. Civil penalties can include fines up to $210,000 for individuals and significantly higher amounts for corporations, depending on the severity and frequency of the breach. Criminal penalties can include fines and imprisonment, with maximum penalties varying based on the nature and extent of the breach. The Instrument’s provisions are designed to provide clarity and relief where strict compliance with the primary legislation might otherwise result in unintended consequences.

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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.