Authority to be a NOHC of an ADI 2026 – Revolut Australia NOHC Pty Ltd
Banking Act 1959
To: Revolut Australia NOHC Pty Ltd ABN 44 634 822 969 (the NOHC)
I, Peter Diamond, a delegate of APRA, under subsection 11AA(2) of the Banking Act 1959 (the Act), GRANT the NOHC an authority to be a NOHC of an ADI (the NOHC authority).
Under subsection 11AAA(1) of the Act, I IMPOSE on the NOHC authority the conditions specified in the schedule.
This instrument commences on 21 July 2026.
Dated: 15 July 2026
Peter Diamond
Executive Director
General Insurance and Banking Division
Interpretation
In this instrument:
APRA means the Australian Prudential Regulation Authority.
ADI and NOHC have their respective meanings given in subsection 5(1) of the Act.
Notes
APRA is required to publish this instrument in the Gazette, and may also publish this instrument in any other way that APRA considers appropriate.
The NOHC authority operates as an authority in relation to the NOHC and any ADIs that are subsidiaries of the NOHC from time to time.
A decision to impose conditions on a NOHC authority is a decision to which Part VI of the Act applies. You may request APRA reconsider the decision in accordance with subsection 51B(1) of the Act. The request for reconsideration must be made in writing, must state the reasons for the request, and must be given to APRA within 21 days after the day on which you first received notice of this decision, or within such further period as APRA allows. If you are dissatisfied with the outcome of APRA’s reconsideration of the decision, you may, subject to the Administrative Review Tribunal Act 2024, apply to the Administrative Review Tribunal for review of the reconsidered decision. The address where written notice may be given to APRA is Level 12, 1 Martin Place, Sydney NSW 2000.
Schedule – conditions on the NOHC authority
1. The NOHC must consult with, and receive written agreement from APRA, prior to:
- commencing any activities not previously agreed with APRA;
- establishing or acquiring a subsidiary other than an entity whose sole purpose is to be a special purpose vehicle for providing finance to the NOHC or to an ADI subsidiary of the NOHC;
- committing to a proposal to acquire (whether directly or indirectly) greater than, or equal to, 20 per cent of an equity interest in an entity;
- committing to a proposed exposure to a related body corporate that is greater than, or equal to, 10 per cent of the NOHC’s Tier 1 Capital; or
- entering into an arrangement that relates to or may result in:
i. the disposal of any shares in a specified subsidiary; or
ii. a related body corporate of the NOHC providing, or ceasing to provide, services to a related regulated entity that are necessary to maintain the entity’s operations.
Overview
The Authority to be a Non-Operating Holding Company of an Authorised Deposit-Taking Institution 2026 (Gazette), enacted in 2026, addresses the need for a regulatory framework governing the activities of non-operating holding companies (NOHC) in relation to authorised deposit-taking institutions (ADI) in Australia. This legislative instrument was introduced by the Australian Prudential Regulation Authority (APRA) under the Banking Act 1959. The primary policy objective of this legislation is to ensure that NOHCs operate within a structured regulatory environment that maintains financial stability and protects consumers, by imposing specific conditions that NOHCs must adhere to before undertaking certain significant actions or transactions.
This legislative instrument grants Revolut Australia NOHC Pty Ltd the authority to act as a NOHC for an ADI, subject to conditions outlined in the schedule, which include the requirement for prior consultation and written agreement with APRA for various significant activities. This measure is intended to mitigate potential risks associated with the operations of NOHCs and to uphold the integrity and resilience of the banking sector. The legislation underscores APRA's role in overseeing and regulating the financial sector to safeguard the economic stability and consumer interests in Australia.
Scope and Application
The Authority to be a NOHC of an ADI 2026 issued to Revolut Australia NOHC Pty Ltd by a delegate of the Australian Prudential Regulation Authority (APRA) under subsection 11AA(2) of the Banking Act 1959, grants the NOHC the authority to act as a non-operating holding company (NOHC) of an authorised deposit-taking institution (ADI). The authority is subject to specific conditions outlined in the schedule, which must be adhered to by the NOHC and any ADI subsidiaries it may have. The conditions require the NOHC to consult with APRA and obtain written agreement before commencing certain activities, such as establishing or acquiring a subsidiary, committing to a significant equity interest in another entity, or entering into arrangements that may affect the operations of a related regulated entity. This authority applies nationally and is intended to ensure that the NOHC operates within the regulatory framework established by the Act. Any decisions to impose conditions on the NOHC authority are subject to Part VI of the Act, and the NOHC has the right to request reconsideration or seek review through the Administrative Review Tribunal if dissatisfied with the outcome.
Key Provisions
The primary operative sections of this legislation, found within the Banking Act 1959, grant Revolut Australia NOHC Pty Ltd, an entity referred to as the NOHC, the authority to operate as a Non-Operating Holding Company (NOHC) of an Authorised Deposit-taking Institution (ADI) (subsections 11AA(2) and 11AAA(1)). This authority is subject to specific conditions outlined in the schedule attached to the instrument, which impose certain obligations and restrictions on the NOHC to ensure compliance with prudential standards and regulatory requirements. The conditions specified in the schedule include the requirement for the NOHC to consult with and obtain written agreement from APRA before engaging in certain activities (Schedule 1).
The obligations and requirements imposed by the Act on the NOHC include the necessity to seek prior written approval from APRA before initiating any activities not previously agreed upon, establishing or acquiring a subsidiary unless it serves as a special purpose vehicle for financing the NOHC or its ADI subsidiaries, committing to acquiring an equity interest in another entity exceeding 20 per cent, committing to a related body corporate exposure equal to or exceeding 10 per cent of the NOHC’s Tier 1 Capital, and entering into any arrangement that may result in the disposal of shares in a specified subsidiary or a related body corporate ceasing to provide necessary services to a regulated entity. These stipulations are designed to maintain the financial stability and integrity of the NOHC and its subsidiaries, ensuring that any significant changes or commitments are subject to regulatory scrutiny and approval.
The Banking Act 1959 also outlines specific offences, penalties, and consequences for non-compliance with the NOHC authority and its conditions. While the legislation does not explicitly state the maximum penalties, it is implied that breaches of the conditions imposed by APRA could result in regulatory action, which might include fines, revocation of the NOHC authority, or other enforcement measures to ensure compliance with prudential standards. Additionally, if the NOHC is dissatisfied with APRA's reconsideration of a decision, it may seek review by the Administrative Review Tribunal under the Administrative Review Tribunal Act 2024, providing a formal avenue for dispute resolution. This legislative framework ensures that the NOHC operates within the bounds set by regulatory authorities, safeguarding the interests of stakeholders and the financial system at large.