ASIC Corporations (Stapled Group Reports) Instrument 2025/439

Explanatory Statement

ASIC Corporations (Stapled Group Reports) Instrument 2025/439

This is the Explanatory Statement for ASIC Corporations (Stapled Group Reports) Instrument 2025/439.  

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

Summary

1.              ASIC Corporations (Stapled Group Reports) Instrument 2025/439 (the Instrument) enables financial statements for stapled groups to be presented in a single financial report.

Purpose of the instrument

1.              Subsections 295(2) and 303(2) of the Corporations Act 2001 (Corporations Act) allow annual and half-year financial reports to include only those financial statements specified by the accounting standards. An entity’s financial report is not permitted to include the financial statements of another entity.
2.              One of the entities in a stapling arrangement is identified as the parent entity and prepares consolidated or combined financial statements covering the whole of the stapled group. However, other entities that are stapled issuers are often required to prepare consolidated financial statements for the entities they control or single-entity financial statements.
3.              Because of the interrelationships of the stapled entities, it is often useful for users if all of the financial statements are presented in a single financial report. The Instrument allows a stapled issuer and its directors to include:
   1.        in the financial report or concise report of the stapled issuer—the single entity or consolidated financial statements of other stapled issuers in the same stapled group; and 
   2.       in the directors’ report of the stapled issuer—the directors’ reports of the other stapled issuers.
4.              Relief to allow stapled group reports was first provided by ASIC through ASIC Class Order [CO 05/642]. This relief was continued on substantially the same terms in ASIC Corporations (Stapled Group Reports) Instrument 2015/838, which sunsets on 1 October 2025. 

Consultation

1.              ASIC consulted publicly on our proposal to remake the relief through CS 24 Proposed remake of financial reporting-related legislative instruments. We received one submission which supported remaking the instrument.

Operation of the instrument

1.              Section 4 provides a simplified outline for the instrument. Its purpose is to assist readers in understanding the substantive provisions. However, the outline is not intended to be comprehensive, and readers should rely on the substantive provisions when considering the instrument’s effect.
2.              Subsection 6(1) states that a stapled issuer and its directors can include the financial statements, notes to the financial statements and the directors’ declaration of other stapled issuers in the same stapled group as the stapled issuer in the financial report of the stapled issuer. Similarly, the directors’ report of a stapled issuer can include the directors’ reports of the other stapled issuers.
3.              Subsection 6(2) sets out the circumstances in which the relief applies. The relief applies where the stapled issuer and all other stapled issuers in the same stapled group are required to prepare financial reports under Chapter 2M of the Corporations Act and rely on the relief in subsection 6(1) of the instrument.
4.          The financial statements of the stapled issuer and all the other stapled issuers in the same stapled group may be presented in adjacent columns in the financial report.
5.          Alternatively, the consolidated or combined financial statements covering all entities in the stapled group can be presented in a section of the financial report separate to a second section which includes all other consolidated financial statements stapled issuer and the other stapled issuers and any single entity financial statements.
6.          If the financial report is for a half-year or is a concise report one of the sets of financial statements set out in the previous paragraph (excluding any single entity financial statements not required under the Corporations Act or accounting standard applicable to the report) is to be presented in adjacent columns. Any consolidated or combined financial statements covering the whole of the stapled group must be presented first.
7.          If a directors’ declaration or directors’ report covers more than one stapled issuer, the directors of those issuers must be the same:
   1.        at all times during the year; and
   2.       when the declaration or report is made.
8.          Each declaration or part of the directors’ report must be presented in a way that enables each member to which it applies to be readily identified.
9.          If the stapled issuer or one or more of the other stapled issuers is a registered scheme, the financial report or concise report must contain a prominent statement that only the responsible entity of a scheme takes responsibility for the financial report of the scheme.

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 it provides relief where strict compliance with the primary legislation produces anomalous outcomes that would be inconsistent with the intent of the primary law.
2.          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.
3.          It will be a matter for the Government and for Parliament to consider whether the primary legislation may need to be amended in the future to include the substance of the relief in the Instrument in legislation.

Duration of the instrument

1.          The duration of the Instrument is 5 years.

Legislative authority

1.          The Instrument is made under subsection 341(1) of the Corporations 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 (Stapled Group Reports) Instrument 2025/439

Overview

1. ASIC Corporations (Stapled Group Reports) Instrument 2025/439 enables financial statements for stapled groups to be presented in a single financial report.

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.