ASIC Corporations (Foreign Securities—Publishing Notices) Instrument 2025/616

Administered by Department of the Treasury

Legislation au F2025L01151 In force Legislative Instrument

Legislation content

 

 

Explanatory Statement

 

ASIC Corporations (Foreign Securities— Publishing Notices) Instrument 2025/616

This is the Explanatory Statement for ASIC Corporations (Foreign Securities— Publishing Notices) Instrument 2025/616 (Instrument).

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

Summary

  1.              Subsection 734(2) of the Corporations Act 2001 (the Act) contains a broad restriction in Australia on the advertising or publication of statements that directly or indirectly refer to offers of securities. This restriction could extend to notices given to a market operator and for this reason, subparagraph 734(7)(a) provides an exception for certain notices given to the market operator by companies listed on an Australian market. The Act does not contain an analogous exception to the advertising restriction for notices given to the market operator by companies listed on a foreign market.
  2.              The Instrument gives relief from subsection 734(2) to bodies that are listed on an approved foreign market for notices or reports about its affairs that are given the market operator. It also gives relief for notices or reports of a body's general meeting. The relief is analogous to subparagraphs 734(7)(a) and (b).

Purpose of the instrument

  1.              The Instrument provides relief, on largely the same terms as ASIC Corporations (Foreign Securities – Publishing Notices) Instrument 2015/359 which was scheduled to expire on 1 October 2025.

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 on its website (CS 25). 
  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 inserts a new subsection (7A) into section 734 of the Act.  This provides that an advertisement or publication does not contravene subsection 734 (2) if it:
    1.           relates to an offer of securities in a body that is listed on an approved foreign market and consists of a notice or report by the body, or one of its officers, about its affairs to the relevant market operator; or
    2.           consists solely of a notice or report of a general meeting of the body.  

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 to certain advertisements or publications relating to a body that is listed on an approved foreign market. 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 under subsection 741(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.          As a legislative instrument, 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— Publishing Notices) Instrument 2025/616

Overview

1. This instrument gives relief from subsection 734(2) of the Corporations Act 2001 to bodies that are listed on an approved foreign market for notices or reports about its affairs that are given the market operator. It also gives relief for notices or reports of general meeting of the body. The relief is analogous to subparagraphs 734(7)(a) and (b).

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—Publishing Notices) Instrument 2025/616, enacted by the Australian Securities and Investments Commission (ASIC) under section 741(1) of the Corporations Act 2001, aims to address a gap in the Act’s restriction on advertising or publishing statements that refer to offers of securities. Specifically, while the Corporations Act already contains an exception for certain notices given to an Australian market operator by companies listed on an Australian market, it lacks an analogous provision for companies listed on foreign markets. The Instrument provides relief from these restrictions for notices or reports about the affairs of bodies listed on approved foreign markets, as well as notices or reports of their general meetings, aligning these provisions with those already in place for Australian market operators. The policy objective is to offer administrative relief where strict compliance with the primary legislation could produce unintended or unforeseen results, thereby ensuring a more efficient regulatory framework without imposing unnecessary complexity on the broader legislative structure.

Scope and Application

The ASIC Corporations (Foreign Securities—Publishing Notices) Instrument 2025/616 applies to entities listed on approved foreign markets, providing relief from specific advertising restrictions outlined in subsection 734(2) of the Corporations Act 2001. This relief is analogous to the exceptions granted under subparagraphs 734(7)(a) and (b) of the Act, allowing such entities to provide notices or reports about their affairs or general meetings to the relevant market operator without contravening the advertising prohibition. The Instrument operates within the Commonwealth jurisdiction, as it is a legislative instrument made under subsection 741(1) of the Act by the Australian Securities and Investments Commission (ASIC). It specifically exempts notices and reports concerning securities listed on approved foreign markets from the broader advertising restrictions in the Act, thereby ensuring that these entities can communicate essential information without breaching Australian corporate laws. This relief is designed to prevent unintended consequences of strict compliance with the primary legislation for a relatively small group of entities involved in foreign securities.

Key Provisions

The ASIC Corporations (Foreign Securities—Publishing Notices) Instrument 2025/616 primarily addresses the restrictions set out in subsection 734(2) of the Corporations Act 2001, which generally prohibits advertising or publishing statements that refer to offers of securities. The Instrument provides specific relief to bodies listed on approved foreign markets for notices or reports about their affairs that are given to market operators. This relief is analogous to the exceptions outlined in subparagraphs 734(7)(a) and (b), which permit certain notices by Australian-listed companies to market operators. The relief is intended to ensure that the advertising restrictions do not inadvertently apply to foreign securities notices. Under this Instrument, bodies listed on approved foreign markets are permitted to provide notices or reports about their affairs to market operators without contravening the advertising restrictions. This includes notices related to general meetings. The relief is specifically tailored to align with the exemptions available to Australian-listed companies, ensuring that the regulatory framework remains consistent and fair across different jurisdictions. The Instrument also clarifies that such notices or reports must still comply with other applicable legal requirements. The Instrument imposes certain obligations on bodies listed on approved foreign markets. These entities must ensure that any notices or reports provided to market operators comply with the specified conditions, including that they are related to the body's affairs or its general meetings. This requirement ensures that the relief provided is used appropriately and does not circumvent broader regulatory objectives. Additionally, the Instrument mandates that the notices or reports must be given to the relevant market operator, maintaining transparency and compliance within the financial markets. The Instrument does not explicitly outline specific offences or penalties for breaches. However, any failure to comply with the conditions set out in the Instrument could potentially lead to actions under the Corporations Act 2001. For instance, misleading or deceptive conduct in relation to securities could result in civil penalties, including fines and injunctions. Additionally, serious breaches could lead to criminal charges, with potential penalties including substantial fines and imprisonment, depending on the nature and severity of the breach. It is important for entities to adhere strictly to the conditions to avoid these potential consequences.

Legal classification tags

Area of Law
Corporate Law & Governance
Instrument
Instrument
Concepts
Definitions & Interpretation
Exemptions & Exclusions
Consultation Requirements

Interactions

Authorises

All Versions

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.