ASIC Corporations (Substituted Supplementary Disclosure Documents) Instrument 2026/92

Explanatory Statement

ASIC Corporations (Substituted Supplementary Disclosure Documents) Instrument 2026/92

This is the Explanatory Statement for ASIC Corporations (Substituted Supplementary Disclosure Documents) Instrument 2026/92 (Instrument).

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

Summary

1.              Chapter 6D of the Corporations Act 2001 (Act) establishes the statutory regime applying to fundraising through the offer of securities for issue or sale in Australia. It:
   1.           addresses the circumstances in which a person offering securities for issue or sale must lodge a disclosure document with ASIC and the relevant form, content and procedural requirements applying to that disclosure document;
   2.           sets out certain prohibited conduct in relation to fundraising activity;
   3.           outlines the circumstances in and extent to which persons may be liable for defective disclosure documents; and
   4.           provides certain statutory remedies for investors.
2.              The Instrument modifies Chapter 6D of the Act to enable an issuer of securities to provide the original disclosure document and the most recent supplementary document to investors rather than being required to provide the original disclosure document and every supplementary document. The most recent supplementary document must disclose all of the substantive information contained in any previous supplementary documents.
3.              The Instrument provides relief, on largely the same terms as ASIC Corporations (Substituted Supplementary Disclosure Documents) Instrument 2016/78 which was scheduled to expire under the Legislation Act 2003 on 1 April 2026 (Sunsetting Instrument).

Purpose of the instrument

1.              The Instrument addresses the practical ramifications arising when multiple supplementary documents are lodged under paragraph 719(2)(d) of the Act. It enables an issuer to provide the original disclosure document and the most recent supplementary document to investors. The most recent supplementary document must, however, disclose all of the substantive information contained in any previous supplementary documents. The relief facilitates a consolidated supplementary disclosure regime.
2.              The relief (where relied upon) operates to avoid a situation whereby an issuer’s disclosure document is comprised of the original disclosure document and multiple supplementary documents. Such an outcome would not be consistent with the principle of clear, concise and effective disclosure. The conditions of the relief ensure, however, that investor protections are not compromised.

 Consultation

1.              ASIC determined that the relief in the Sunsetting Instrument was operating effectively and efficiently and continues to form a necessary and useful part of the legislative framework.
2.              On 24 November 2025, ASIC published CS 36 Proposed remake of relief for fundraising and mergers and acquisitions (CS 36).
3.              On 24 November 2025, ASIC also published an accompanying news item ASIC proposes to remake relief for fundraising and mergers and acquisitions. 
4.              ASIC brought CS 36 to the attention of its external stakeholders through the Corporate Finance Update published November 2025.
5.          ASIC did not receive any submissions about the Instrument in response to CS 36 (which closed 19 December 2025).

Operation of the instrument

1.          The Instrument commences on the later of:
   1.           the day after it is registered on the Federal Register of Legislation; and
   2.           1 April 2026.
2.          The Instrument modifies paragraph 719(2)(d) of the Act to facilitate the consolidation of supplementary disclosure documents (in circumstances where an issuer lodges more than one supplementary disclosure document).
3.          Paragraphs 719(2)(a)-(c) of the Act prescribe content requirements for supplementary disclosure documents. Paragraph 719(2)(d) of the Act provides that a supplementary disclosure document must include a statement that it is to be read together with the disclosure document it supplements and any previous supplementary documents.
4.          The Instrument provides issuers with the option to prepare and lodge a consolidated supplementary disclosure document in circumstances where multiple supplementary disclosure documents are required, provided the substituted supplementary document lodged with ASIC contains all the substantive information in all previous supplementary documents lodged with ASIC in relation to the offer, except to the extent the substituted supplementary document corrects deficiencies in or updates that information or provides additional information.
5.          Finally, the Instrument repeals the Sunsetting Instrument (rather than leave it to expire/sunset) to avoid any doubt that it no longer continues in force.

Legislative instrument and primary legislation 

1.          The subject matter and policy implemented by this instrument is more appropriate for a legislative instrument rather than primary legislation because:
   1.           The instrument contains technical detail which would otherwise introduce unnecessary complexity to the primary legislation; and
   2.           the instrument provides administrative relief in circumstances where strict compliance with the primary legislation produces an unintended or unforeseen result [produces anomalous outcomes that would be inconsistent with the intent of the primary law.
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 this 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.          Under subsection 33(3) of the Acts Interpretation Act 1901, where an Act confers a power to make, grant or issue any instrument of a legislative or administrative character (including rules, regulations or by-laws), the power is to be construed as including a power exercisable in the like manner and subject to the like conditions (if any) to repeal, rescind, revoke, amend or vary any such instrument.
4.          This 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 (Substituted Supplementary Disclosure Documents) Instrument 2026/92

Overview

1. This instrument modifies Chapter 6D of the Corporations Act 2001 to enable an issuer of securities to provide the original disclosure document and the most recent supplementary document to investors rather than being required to provide the original disclosure document and every supplementary document. The most recent supplementary document must disclose all of the substantive information contained in any previous supplementary documents.

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.