ASIC Corporations (Platforms—IDPSs and IDPS-like Schemes) Instrument 2026/395

Explanatory Statement

ASIC Corporations (Platforms—IDPSs and IDPS-like Schemes) Instrument 2026/395

This is the Explanatory Statement for ASIC Corporations (Platforms—IDPSs and IDPS-like Schemes) Instrument 2026/395.

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

Summary

1.              ASIC Corporations (Platforms—IDPSs and IDPS‑like Schemes) Instrument 2026/395 (the Instrument) consolidates into a single instrument, and simplifies, the relief previously provided for:
   1.    investor directed portfolio services (IDPSs) under ASIC Corporations (Investor Directed Portfolio Services) Instrument 2023/669 (Instrument 2023/669); and
   2.    IDPS-like schemes under ASIC Corporations (Investor Directed Portfolio Services Provided Through a Registered Managed Investment Scheme) Instrument 2023/668 (Instrument 2023/668) (together, the platform instruments).
2.              For IDPSs, the Instrument provides relief from the managed investment scheme registration requirements, fundraising provisions, the hawking prohibition and most financial product disclosure requirements. For IDPS-like schemes, which are registered managed investment schemes, the Instrument provides relief from certain financial reporting, fundraising, hawking and financial product disclosure requirements, together with tailored modifications of the cooling-off and withdrawal requirements. The relief is subject to tailored requirements designed to maintain appropriate investor protection outcomes.
3.              The Instrument gives effect to the simplification proposals ASIC identified in its 2025 review of the platform instruments and consulted on in ASIC Report 813 Regulatory simplification (REP 813).

Purpose of the instrument

1.              The purpose of the Instrument is to provide a consolidated regulatory framework for IDPSs and IDPS-like schemes (together, platforms).

ASIC’s relief for platforms

1.              ASIC has historically provided relief for platforms to reflect their investor-directed nature. Although IDPSs and IDPS-like schemes are managed investment schemes, most investment decisions are made by investors. Applying the managed investment scheme, fundraising and financial product disclosure requirements without modification may impose obligations that are not practicable or proportionate to the functions performed by platform operators.
2.              The relief in the Instrument changes how the Act applies to platforms so that they are subject to requirements that are tailored to their functions and risks. This includes maintaining requirements designed to ensure retail clients receive clear disclosure about the platform, understand key differences between investing directly and investing through a platform, have access to relevant account information, and benefit from audit safeguards. For IDPSs, the Instrument also includes custody-related safeguards for IDPS property.
3.              Other obligations under the Act, including AFS licensing obligations, continue to apply unless relief is expressly provided elsewhere.  

ASIC’s 2025 simplification review

1.              In 2025, ASIC reviewed the platform instruments as part of its broader regulatory simplification program. The review tested whether ASIC legislative instruments could be made clearer and easier to navigate by consolidating related relief, grouping requirements more logically, and using clearer drafting.
2.              ASIC’s approach to simplifying the platform instruments was to:
   1.           consolidate the two platform instruments into a single instrument;
   2.           review each element of the instruments, including each exemption, modification and requirement, to determine whether it remained relevant and necessary, removing those elements where this was not the case; and
   3.           simplify the language and structure of individual provisions where possible, using ASIC’s best practice drafting principles.
3.          As an outcome of the review, the Instrument continues the core relief for IDPSs and IDPS-like schemes, while simplifying the structure and drafting, and making targeted changes where ASIC considered appropriate.

Consultation

1.          ASIC consulted on the consolidation and simplification of the platform instruments in REP 813.
2.          We received 11 submissions that directly addressed the simplification proposals. All submissions supported the simplification of the instrument and indicated that it would be helpful. Some refinements were made to the draft Instrument in response to specific feedback raised during consultation and further targeted consultation.

Operation of the instrument

1.          The following table summarises the structure of the Instrument:

Part 1 – Preliminary

Commencement

1.          The Instrument commences on the day after the Instrument is registered on the Federal Register of Legislation.

Definitions

1.          Section 5 defines key terms used in the Instrument. The definition of ‘IDPS’ excludes a scheme under which the material terms or rights acquired for a client are negotiated or substantially determined, rather than the client selecting investments whose key terms have already been set. An example is marketplace lending, where loans are initiated through the platform.
2.          The definition of ‘IDPS’ also requires clients to be led to expect, and be likely to receive, benefits in the form of access to investments they could not otherwise access directly or cost reductions. Cost reductions may arise from the pooling of client funds, through platforms, to make large investments that can be acquired on more favourable terms than if the investments were made by each client on their own behalf. They may also arise from the “netting” of transactions whereby directions of clients to buy and sell assets are offset against each other and a transaction for the net amount is entered into.

Part 2 – Exemptions for an IDPS

1.          Sections 7 and 8 provide relief for IDPS operators, and other persons involved in the operation or promotion of an IDPS, from the requirement to register the IDPS as a managed investment scheme, and specified fundraising, hawking and disclosure requirements. The relief in section 7 does not extend to sections 1017E, 1020D and 1021O of the Act, which deal with money received for a product before it is issued, contracting out of Part 7.9, and related offences.

Note:  This relief is limited to the interests and rights that arise from holding investments through an IDPS. It does not apply to the underlying accessible securities or accessible financial products held through the IDPS.

1.          Sections 7 and 8 continue the existing scope of the exemptions for IDPSs in Instrument 2023/669 without change (other than minor consolidation for simplification purposes).

Part 3 – Declaration for an IDPS

1.          Section 10 modifies Part 7.6 of the Act, other than Divisions 4 and 8, by inserting notional sections 912AD to 912ADG into the Act. These provisions impose tailored requirements on IDPS operators.

IDPS Guide and IDPS contract

1.          Notional section 912ADA deals with the IDPS Guide and IDPS contract. Broadly, it:
   1.           requires an IDPS operator to give a retail client an IDPS Guide before entering into an IDPS contract;
   2.           sets out the information that must be included in an IDPS Guide, including information a retail client would reasonably require to decide whether to become a client of the IDPS (this includes information on a number of specified topics), subject to some exclusions, as well as rules for relying on publicly available information outside the IDPS Guide;
   3.           requires the IDPS Guide to include specified statements and information about fees and costs, the availability of the IDPS voting policy, the availability of a document specifying the investments available through the IDPS (if the IDPS Guide does not specify them), and how the operator determines what investments are available through the IDPS;
   4.           deals with when an IDPS Guide must not be given because information has materially changed or become misleading or deceptive or likely to mislead or deceive, and when an existing IDPS Guide may continue to be used with updated information or a Supplementary IDPS Guide;
   5.           requires copies of IDPS Guides and Supplementary IDPS Guides to be kept for at least seven years; and
   6.            requires the IDPS contract to contain prominent warnings about key differences between investing directly and through the IDPS and, where applicable, the consequences of a client not having an adviser or person to give instructions. The person entering into the contract must acknowledge those warnings in the way required by the Instrument.
2.          The Instrument simplifies the IDPS Guide and contract requirements previously contained in Instrument 2023/669. In addition to removing unnecessary words and reducing prescription where the same disclosure outcome can be achieved more simply, it removes the requirement to provide a copy of the client policy on request and the requirement for IDPS contracts to include pinpoint references to IDPS Guide content.

Acquiring accessible investments

1.          Notional section 912ADB restricts when an IDPS operator may acquire investments available through the platform for retail clients.
2.          The operator must not acquire an interest in a managed investment scheme under a retail client’s direction unless the scheme is registered. Accessible securities and accessible financial products may only be acquired under a client’s direction if one of the permitted pathways in the Instrument applies. In broad terms, those pathways cover the client having disclosure equivalent to what they would have if acquiring directly, further acquisitions of a financial product the client already holds through the IDPS, acquisitions under a distribution reinvestment plan, and crowd-sourced funding specific conditions. For accessible financial products, the operator must also reasonably believe that the issuer or seller has a dispute resolution system covering relevant client complaints.
3.          Instrument 2023/669 previously included a corresponding exception allowing retail clients to acquire interests in certain unregistered schemes through an IDPS, such as schemes with fewer than 20 members. ASIC is not aware that IDPS operators rely on that exception. The Instrument does not continue that exception, which is consistent with reducing unnecessary complexity.

Account information and audit

1.          Notional sections 912ADC and 912ADD deal with account information, annual investor statements and audit. They require the IDPS operator to:
   1.           provide clients, on request, with copies of communications required by law to be given to the holder of accessible investments held for them through the IDPS;
   2.           give clients substantially continuous electronic access to specified account information that is as current as reasonably practicable;             
   3.           give clients annual investor statements and copies of the annual audit report within three months after the end of the IDPS financial year; and
   4.           arrange an annual audit report addressing internal controls, annual investor statements, electronically accessible account information and specified reconciliations.
2.          The Instrument replaces the requirement under Instrument 2023/669 to give quarterly reports to clients with a requirement to give substantially continuous electronic access to account information. The auditor’s annual report continues to address whether relevant account information was materially misstated at the end of each quarter.

Note:  Transitional relief for existing IDPS operators moving from quarterly reporting to substantially continuous electronic access is explained at paragraph 45.

Other IDPS operator obligations

1.          Notional section 912ADE imposes additional obligations on IDPS operators. These include obligations relating to:
   1.           performance: performing obligations honestly and with reasonable care and diligence;
   2.           compensation: compensating clients for specified acts and omissions of agents;
   3.           controls: maintaining internal control procedures and arranging an annual audit of those procedures;
   4.           promotion: taking reasonable steps to ensure the IDPS is promoted only by financial services licensees or their representatives;
   5.           insurance: maintaining an insurance policy covering the professional indemnity of, and fraud by, officers of the operator;
   6.            policies: maintaining an IDPS voting policy and client policy. A client policy deals with the consequences for a client who does not have a person to provide financial product advice or instructions in relation to accessible investments;
   7.           administration: ensuring there is a written agreement if another person is appointed to perform transactional functions for the IDPS; and
   8.           dispute resolution: taking reasonable steps to facilitate resolution of disputes between clients and issuers of accessible investments.

Custody

1.          Notional section 912ADF sets out requirements for holding IDPS property. Broadly, the section contains requirements for the operator, which include:
   1.           ensuring IDPS property is held on trust for clients, or in a way that gives clients a beneficial interest, subject to specified exceptions;
   2.           ensuring appropriate written agreements and minimum standards apply where a custodian or sub-custodian holds IDPS property; and
   3.           maintaining policies, records and monitoring processes designed to protect IDPS property and manage custody-related conflicts.

Interpretation

1.          Notional section 912ADG contains definitions for the IDPS requirements and sets out how documents are given. The Instrument simplifies the requirements related to document giving previously contained in Instrument 2023/669, including by using the concept of nominated electronic means.

Note: Section 912ADG repeats some definitions from section 5 of the Instrument. This is because section 5 defines terms for the Instrument itself, while section 912ADG defines terms for the purposes of the provisions that the Instrument notionally inserts into the Act. This is also the case for the definitions in notional section 601FBE (see paragraph 42 below).

Other IDPS modifications

1.          Sections 11 to 13 modify Part 7.7, 7.9 and Chapter 6D of the Act. These provisions deal with liability for defective Financial Services Guide disclosure, relief from giving a PDS for certain regulated acquisitions that comply with the IDPS acquisition requirements (see paragraphs 22 to 23 above), and when a person who offers securities that need disclosure through an IDPS must notify the IDPS operator or custodian of specific matters.

Part 4 – Exemptions for an IDPS-like scheme

1.          Sections 15 and 16 continue the exemptions for IDPS-like schemes previously provided under Instrument 2023/668. Section 15 provides relief for the responsible entity of an IDPS-like scheme and certain other persons from specified fundraising, hawking and PDS content requirements. Section 16 provides relief from sending members copies of the scheme’s financial report and auditor’s report, if the responsible entity makes those reports available on request and notifies members of that right.

Part 5 – Declaration for an IDPS-like scheme

1.          Section 18 modifies Part 7.9 and Chapter 5C of the Act for IDPS-like schemes. The Part 7.9 modifications apply in relation to the responsible entity of an IDPS-like scheme and each other person involved in preparing a PDS for an interest in the scheme. The Chapter 5C modifications impose tailored requirements on responsible entities of IDPS-like schemes.

Note: IDPS-like schemes are registered schemes. This means that the requirements in Part 5 of the Instrument operate in addition to the requirements that apply to the scheme as a registered scheme, except where modified by the Instrument.

Disclosure (PDS and application form)

1.          Notional section 1013DAB sets additional PDS content requirements for interests in IDPS-like schemes. Broadly, the PDS must include information that a retail client would reasonably require to understand key matters about investing through the scheme, including differences in rights compared with holding investments directly, consequences if the member has not engaged a person to provide advice or instructions, complaint arrangements, members’ disclosure rights, how the responsible entity determines what investments are available through the scheme, and withdrawal arrangements. It must also include specified statements and examples about fees and costs, the availability of the responsible entity’s policy on voting and other rights, and, where the PDS does not specify accessible investments, the availability of a separate document specifying those investments.

Note: The requirements in section 1013DAB operate alongside the existing PDS requirements in Part 7.9 of the Act. This means that they are in addition to, and do not replace, the content requirements in that Part for the PDS of an IDPS-like scheme.

1.          Notional section 1013DAB also requires application forms for retail clients to contain prominent warnings about key differences between investing directly and investing through the scheme and, where applicable, the consequences of not having a person to provide advice or instructions. The person applying must acknowledge those warnings in the way required by the Instrument. The Instrument streamlines the application form requirements previously contained in Instrument 2023/668 by removing the requirement for application forms to include pinpoint cross-references to PDS content.  
2.          Section 18 also makes two related Part 7.9 modifications. First, it modifies subsection 1010A(1) so the additional PDS content requirements for IDPS-like schemes also apply in relation to accessible securities. Secondly, it inserts notional subsection 1012IA(10), so that the responsible entity does not have to give a separate PDS for a regulated acquisition made through the scheme if the acquisition complies with section 601FBA (see paragraph 36 below).

Acquiring accessible investments

1.          Notional section 601FBA imposes acquisition restrictions for IDPS-like schemes which correspond with the restrictions for IDPSs (see paragraph 23 above), adapted to the responsible entity, any custodian and members of the scheme.
2.          Instrument 2023/668 previously included a corresponding exception allowing retail clients to acquire interests in certain unregistered schemes through an IDPS-like scheme, such as schemes with fewer than 20 members. ASIC is not aware that responsible entities rely on that exception. The Instrument does not continue the exception, which is consistent with reducing unnecessary complexity.

Account information and audit

1.          Notional sections 601FBB and 601FBC deal with account information, annual investor statements and audit for IDPS-like schemes. They require the responsible entity to:
   1.           provide members, on request, with copies of communications required by law to be given to holders of accessible investments acquired under the member’s direction;
   2.           give members substantially continuous electronic access to specified account information;
   3.           give annual investor statements and copies of annual audit reports; and
   4.           arrange annual audit reports addressing internal controls, annual investor statements, electronically accessible account information and specified reconciliations.
2.          The Instrument also replaces the requirement under Instrument 2023/668 to give quarterly reports to members with substantially continuous electronic access. The annual audit requirement is retained and continues to address whether relevant account information was materially misstated at the end of each quarter.

Note:  Transitional relief for existing responsible entities moving from quarterly reporting to substantially continuous electronic access is explained at paragraph 45.

Additional obligations: policies and dispute resolution

1.          Notional section 601FBD requires the responsible entity to maintain policies about voting and other rights, and about consequences for members who do not have a person to provide financial product advice or instructions in relation to accessible investments. It also requires the responsible entity to take reasonable steps to facilitate resolution of disputes between members and issuers of accessible investments.

Cooling-off and withdrawal

1.          Sections 19 and 20 modify the cooling-off and withdrawal provisions for IDPS-like schemes. This is because a member’s money may already have been used to acquire accessible investments selected by the member and applying the ordinary requirements without modification could be impractical or unfair to other members. Under these provisions:
   1.           cooling-off: the responsible entity must take all reasonable steps, on a member’s request during the cooling-off period, to realise accessible financial products or return money, unless it reasonably considers this would not be fair to all members; and
   2.           withdrawal: if members have a right to withdraw, the constitution must specify the right and set out how withdrawal requests will be dealt with where the request relates to investments subject to minimum holding requirements or where realisation might otherwise adversely affect other members.

Interpretation and other modification

1.          Notional section 601FBE contains definitions for the IDPS-like scheme requirements and sets out how documents are given. The Instrument simplifies the requirements around giving documents for IDPS-like schemes previously contained in Instrument 2023/668.
2.          Section 21 modifies Chapter 6D of the Act to require a person who makes an offer of securities through an IDPS-like scheme that needs disclosure to notify the responsible entity if a supplementary or replacement disclosure document is lodged, offers under the disclosure document are prohibited, or the disclosure document is withdrawn. Section 21 also provides that a disclosure document for offers of accessible securities through an IDPS-like scheme does not need to include information about the scheme or about rights attached to the accessible securities where those rights differ from the rights a person would have if the securities were acquired directly.
3.          Section 22 modifies sub-regulation 7.9.11S(4) of the Corporations Regulations 2001 by omitting “managed investment scheme that has a constitution” and substituting “managed investment scheme where, or has a constitution”. This is a technical amendment relating to the application of the simple managed investment scheme provisions.

Part 6 – Transitional

1.          Sections 23 and 24 provide transitional relief for IDPS operators and responsible entities of IDPS-like schemes that, immediately before commencement, were providing clients or members with quarterly reports under Instrument 2023/669 or Instrument 2023/668 and were not already providing substantially continuous electronic access to account information. The relief applies for the IDPS financial year ending on 30 June 2027 or, for an IDPS-like scheme, a financial year ending on or before 30 June 2027. During that period, they may continue to provide quarterly reports and comply with the corresponding obligations from Instrument 2023/669 and Instrument 2023/668, including the audit report requirements in those instruments.

Part 7 – Repeal

1.          Section 25 provides that the Instrument is repealed at the start of 1 August 2031.
2.          The Instrument does not repeal Instrument 2023/668 or Instrument 2023/669. Those instruments are repealed by ASIC Corporations (Amendment and Repeal) Instrument 2026/564.

Compliance with legislative preconditions

1.          ASIC is satisfied that the preconditions in subsection 342(1) of the Act are met for the relief in section 16 of the Instrument. Requiring an IDPS-like scheme to automatically provide every member with the scheme’s financial report and auditor’s report under subparagraphs 314(1)(a)(i) and (iii) of the Act would be inappropriate in the circumstances and impose unreasonable burdens. Members instead receive tailored platform reporting under the Instrument, including substantially continuous access to account information, an annual investor statement, and annual audit reporting. The relief is limited, it does not affect the obligation to prepare or audit the financial reports, and members retain access to them on request.

Incorporation by reference

1.          The Instrument incorporates by reference the following documents:

1.                Accounting Standard AASB 132 Financial Instruments: Presentation, as in force on the day the Instrument is made, for the meaning of financial assets;
2.                ASIC Corporations (Investor Directed Portfolio Services) Instrument 2023/669 and ASIC Corporations (Investor Directed Portfolio Services Provided Through a Registered Managed Investment Scheme) Instrument 2023/668, as in force immediately before their repeal, for the purposes of the transitional relief in sections 23 and 24 of the Instrument (including as it relates to sub-paragraph 16(b)(i) of the Instrument);

1.          The versions of those ASIC legislative instruments that were in force immediately before their repeal are available for free on the Federal Register of Legislation. AASB 132 is available freely from the Australian Accounting Standards Board.

Retrospective application

1.          The Instrument does not have retrospective application.

Legislative instrument and primary legislation 

1.          The subject matter and policy implemented by the Instrument is more appropriate for a legislative instrument than primary legislation because:
   1.           the relief and modifications are specific and technical, and adjust the operation of the Act for particular platform arrangements within the scope of ASIC’s exemption and modification powers, and are intended to ensure that the operation of the primary legislation remains consistent with the underlying policy intent and within the scope of the enabling provisions;
   2.           the Instrument consolidates and simplifies the relief previously provided by Instrument 2023/668 and Instrument 2023/669, while largely maintaining the regulatory settings for IDPSs and IDPS-like schemes;
   3.           following consultation, ASIC considers that the relief and modifications remain necessary and appropriate to support the operation of platforms while maintaining tailored investor protection requirements; and
   4.           it will be a matter for the Government and for Parliament whether the Act or Regulations may be amended in future to include the relief in the Instrument.

Duration of the instrument

1.          The Instrument has a duration of approximately 5 years. This period allows the consolidated and simplified framework to operate for a reasonable period while ensuring the relief is reviewed before the Instrument is repealed in August 2031.

Legislative authority

1.          The Instrument is made under subsections 341(1), 601QA(1), 741(1), 926A(2), 951B(1), 992B(1) and 1020F(1) of the Act.
2.          The Instrument is a disallowable legislative instrument.

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 (Platforms—IDPSs and IDPS-like Schemes) Instrument 2026/395

Overview

1. ASIC Corporations (Platforms—IDPSs and IDPS-like Schemes) Instrument 2026/395 provides for the regulatory framework for investor directed portfolio services (IDPSs) and IDPS‑like schemes, including:

1.           exemptions from, and modifications of, provisions of the Corporations Act 2001 relating to managed investment scheme registration (for IDPSs), fundraising, hawking and financial product disclosure;
2.           tailored obligations designed to maintain appropriate investor protection outcomes; and
3.           transitional arrangements.

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.