Financial Sector (Shareholdings) (Resolution Life) Amendment Instrument 2025

Administered by Department of the Treasury

Legislation au F2025N00556 In force Notifiable Instrument

Legislation content

 

Financial Sector (Shareholdings) (Resolution Life) Amendment Instrument 2025

made under the Financial Sector (Shareholdings) Act 1998 and the Insurance Acquisitions and Takeovers Act 1991

Compilation No. 1

Compilation date: 3 October 2025

Includes amendments: Financial Sector (Shareholdings) (Resolution Life) Amendment (Delayed Commencement) Instrument 2025

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Prepared by The Treasury

About this compilation

       

This compilation

This is a compilation of the Financial Sector (Shareholdings) (Resolution Life) Amendment Instrument 2025 that shows the text of the law as amended and in force on 3 October 2025 (the compilation date).

The notes at the end of this compilation (the endnotes) include information about amending laws and the amendment history of provisions of the compiled law.

Uncommenced amendments

The effect of uncommenced amendments is not shown in the text of the compiled law. Any uncommenced amendments affecting the law are accessible on the Register (www.legislation.gov.au). The details of amendments made up to, but not commenced at, the compilation date are underlined in the endnotes. For more information on any uncommenced amendments, see the Register for the compiled law.

Application, saving and transitional provisions for provisions and amendments

If the operation of a provision or amendment of the compiled law is affected by an application, saving or transitional provision that is not included in this compilation, details are included in the endnotes.

Modifications

If the compiled law is modified by another law, the compiled law operates as modified but the modification does not amend the text of the law. Accordingly, this compilation does not show the text of the compiled law as modified. For more information on any modifications, see the Register for the compiled law.

Selfrepealing provisions

If a provision of the compiled law has been repealed in accordance with a provision of the law, details are included in the endnotes.

 

Contents

1  Name 

2  Commencement

3  Authority

4  Schedules

Schedule 1—Amendments

Part 1—New approvals

Financial Sector (Shareholdings) (Resolution Life) Instrument 2021

Notice of Approval under the Financial Sector (Shareholdings) Act 1998 - Nippon Life Insurance [C2016G01405]

Part 2—Repeals

Financial Sector (Shareholdings) (Resolution Life) Instrument 2021

Part 3—Amendments relating to decisions under the Insurance Acquisitions and Takeovers Act 1991

Financial Sector (Shareholdings) (Resolution Life) Instrument 2021

 

1  Name

  This instrument is the Financial Sector (Shareholdings) (Resolution Life) Amendment Instrument 2025.

2  Commencement

 (1) Each provision of this instrument specified in column 1 of the table commences, or is taken to have commenced, in accordance with column 2 of the table. Any other statement in column 2 has effect according to its terms.

 

Commencement information

Column 1

Column 2

Column 3

Provisions

Commencement

Date/Details

1.  Sections 1 to 4 and anything in this instrument not elsewhere covered by this table

The day after this instrument is registered.

 

2.  Schedule 1, Part 1

The day after this instrument is registered.

 

3.  Schedule 1, Part 2

1 January 2026.

1 January 2026

4.  Schedule 1, Part 3

The day after this instrument is registered.

 

Note: This table relates only to the provisions of this instrument as originally made. It will not be amended to deal with any later amendments of this instrument.

 (2) Any information in column 3 of the table is not part of this instrument. Information may be inserted in this column, or information in it may be edited, in any published version of this instrument.

3  Authority

  This instrument is made under the following:

 (a) the Financial Sector (Shareholdings) Act 1998; and

 (b) the Insurance Acquisitions and Takeovers Act 1991.

4  Schedules

  Each instrument that is specified in a Schedule to this instrument is amended or repealed as set out in the applicable items in the Schedule concerned, and any other item in a Schedule to this instrument has effect according to its terms.

Schedule 1—Amendments

Part 1—New approvals

Financial Sector (Shareholdings) (Resolution Life) Instrument 2021

1  Subsection 6(3) (before table item 1)

Insert:

 

1A

MLC Limited

90 000 000 402

100%

 

Notice of Approval under the Financial Sector (Shareholdings) Act 1998 - Nippon Life Insurance [C2016G01405]

2  The whole of the instrument

Repeal the instrument.

Part 2—Repeals

Financial Sector (Shareholdings) (Resolution Life) Instrument 2021

3  Section 5

Repeal the following definitions:

 (a) definition of APRA;

 (b) definition of accounting standards;

 (c) definition of ACSC;

 (d) definition of auditing standards;

 (e) definition of Australian law;

 (f) definition of Australian policy holder;

 (g) definition of control;

 (h) definition of entity;

 (i) definition of entity connected with a corporation;

 (j) definition of hold;

 (k) definition of personal information;

 (l) definition of the Treasury.

4  Subsection 6(2) (table)

Repeal the table, substitute:

 

Item

Name of applicant

ABN of applicant (if any)

1

Nippon Life Insurance Company

 

2

Resolution Life AAPH Limited

78 069 123 011

3

Resolution Life Australia Pty Ltd

48 629 568 912

4

Resolution Life Financial Services Holdings Limited

45 076 716 704

5

Resolution Life Group Holdings Ltd

 

6

Resolution Life NOHC Pty Ltd

48 633 375 069

7

RLGH Finance Bermuda Ltd

 

 

5  Subsection 6(3) (table item 3A)

Repeal the item.

6  Subsection 6(3) (table item 4A and 4C)

Repeal the items.

7  Subsection 6(3) (table item 5A)

Repeal the item.

8  Section 7

Repeal the section.

Part 3—Amendments relating to decisions under the Insurance Acquisitions and Takeovers Act 1991

Financial Sector (Shareholdings) (Resolution Life) Instrument 2021

9  At the end of the instrument

Add:

Part 4—Go‑ahead decision: trigger proposal relating to Nippon Life and Resolution Life

9  Unconditional go-ahead decision

  Under subsection 55(1) of the Insurance Acquisitions and Takeovers Act 1991, the Commonwealth Government has no objection, unconditionally, to the trigger proposal by Nippon Life Insurance Company and RLGH Finance Bermuda Ltd (Bermuda) to enter into an agreement to allow:

 (a) Nippon Life Insurance Company and RLGH Finance Bermuda Ltd (Bermuda) to accustom or oblige the directors of the boards of Resolution Life Australasia Limited (ABN 84 079 300 379), MLC Limited (ABN 90 000 000 402) and RLNM Limited (ABN 72 004 020 437), whether formal or informal, to act in accordance with the directions, instructions or wishes of Nippon Life Insurance Company and RLGH Finance Bermuda Ltd (Bermuda); and

 (b) Nippon Life Insurance Company and RLGH Finance Bermuda Ltd (Bermuda) to appoint and remove directors to the boards of Resolution Life Australasia Limited, MLC Limited and RLNM Limited.

 

Endnotes

Endnote 1—About the endnotes

The endnotes provide information about this compilation and the compiled law.

The following endnotes are included in every compilation:

Endnote 1—About the endnotes

Endnote 2—Abbreviation key

Endnote 3—Legislation history

Endnote 4—Amendment history

Abbreviation key—Endnote 2

The abbreviation key sets out abbreviations that may be used in the endnotes.

Legislation history and amendment history—Endnotes 3 and 4

Amending laws are annotated in the legislation history and amendment history.

The legislation history in endnote 3 provides information about each law that has amended (or will amend) the compiled law. The information includes commencement details for amending laws and details of any application, saving or transitional provisions that are not included in this compilation.

The amendment history in endnote 4 provides information about amendments at the provision (generally section or equivalent) level. It also includes information about any provision of the compiled law that has been repealed in accordance with a provision of the law.

Misdescribed amendments

A misdescribed amendment is an amendment that does not accurately describe how an amendment is to be made. If, despite the misdescription, the amendment can be given effect as intended, then the misdescribed amendment can be incorporated through an editorial change made under section 15V of the Legislation Act 2003.

If a misdescribed amendment cannot be given effect as intended, the amendment is not incorporated and “(md not incorp)” is added to the amendment history.

Endnote 2—Abbreviation key

 

ad = added or inserted

orig = original

am = amended

par = paragraph(s)/subparagraph(s)

amdt = amendment

/subsubparagraph(s)

c = clause(s)

pres = present

C[x] = Compilation No. x

prev = previous

Ch = Chapter(s)

(prev…) = previously

def = definition(s)

Pt = Part(s)

Dict = Dictionary

r = regulation(s)/rule(s)

disallowed = disallowed by Parliament

reloc = relocated

Div = Division(s)

renum = renumbered

exp = expires/expired or ceases/ceased to have

rep = repealed

effect

rs = repealed and substituted

F = Federal Register of Legislation

s = section(s)/subsection(s)

gaz = gazette

Sch = Schedule(s)

LA = Legislation Act 2003

Sdiv = Subdivision(s)

LIA = Legislative Instruments Act 2003

SLI = Select Legislative Instrument

(md not incorp) = misdescribed amendment

SR = Statutory Rules

cannot be given effect

SubCh = SubChapter(s)

mod = modified/modification

SubPt = Subpart(s)

No. = Number(s)

underlining = whole or part not

o = order(s)

commenced or to be commenced

Ord = Ordinance

 

 

 

 

 

 

Endnote 3—Legislation history

 

Name

Registration

Commencement

Application, saving and transitional provisions

Financial Sector (Shareholdings) (Resolution Life) Amendment Instrument 2025

11 July 2025 (FN2025N00556)

12 July 2025 (except Part 2 of Schedule 1)

Part 2 of Schedule 1: 9 October 2025[1]

Financial Sector (Shareholdings) (Resolution Life) Amendment (Delayed Commencement) Instrument 2025

3 October 2025 (F2025N00803)

3 October 2025

 

Endnote 4—Amendment history

 

Provision affected

How affected

s 2(1), table item 3

rs F2025N00803

 

[1]  Commencement of Part 2 has been later modified to 1 January 2026.

Overview

The Financial Sector (Shareholdings) (Resolution Life) Amendment Instrument 2025 was made under the Financial Sector (Shareholdings) Act 1998 and the Insurance Acquisitions and Takeovers Act 1991. This instrument was enacted to address specific amendments relating to shareholdings and approvals within the financial sector, particularly focusing on Resolution Life and Nippon Life Insurance Company. The primary objective of this amendment is to provide the Commonwealth Government with the authority to give an unconditional go-ahead decision for a trigger proposal involving Nippon Life Insurance Company and RLGH Finance Bermuda Ltd. This allows these entities to direct the boards of Resolution Life Australasia Limited, MLC Limited, and RLNM Limited, including the appointment and removal of directors. The instrument was registered on 11 July 2025 and commenced on 12 July 2025, except for Part 2 of Schedule 1, which commenced on 1 January 2026. This amendment aims to streamline the regulatory framework surrounding financial sector shareholdings and corporate governance. The instrument includes amendments to the Financial Sector (Shareholdings) (Resolution Life) Instrument 2021, such as the repeal of certain definitions and sections, and the addition of new approvals and go-ahead decisions. It also repeals the previous instrument and makes several modifications to existing provisions. This legislative update reflects the evolving regulatory landscape in Australia, ensuring that the financial sector remains compliant with current standards and governmental oversight.

Scope and Application

The Financial Sector (Shareholdings) (Resolution Life) Amendment Instrument 2025 applies to entities involved in financial sector shareholdings, particularly focusing on the resolutions concerning Nippon Life Insurance and its interactions with entities like Resolution Life Australasia Limited, MLC Limited, and RLNM Limited. This instrument operates under the authority of the Financial Sector (Shareholdings) Act 1998 and the Insurance Acquisitions and Takeovers Act 1991. Its jurisdiction covers the Commonwealth, and it impacts the entities named within the schedule, detailing specific shareholding percentages and approvals. The instrument amends and repeals certain sections of the Financial Sector (Shareholdings) (Resolution Life) Instrument 2021, with specific provisions commencing on different dates as noted in the schedule, and includes an unconditional go-ahead decision regarding the trigger proposal by Nippon Life Insurance Company and RLGH Finance Bermuda Ltd. The application of this instrument is geographically confined to Australia and does not extend beyond its borders.

Key Provisions

The Financial Sector (Shareholdings) (Resolution Life) Amendment Instrument 2025 modifies the Financial Sector (Shareholdings) (Resolution Life) Instrument 2021. Section 1 of the Instrument identifies it as the amendment, while section 2 details the commencement dates. Sections 1 to 4 and Schedule 1, Parts 1 and 3 commence on the day after the Instrument is registered. However, Schedule 1, Part 2 commences on 1 January 2026. The Instrument is made under the Financial Sector (Shareholdings) Act 1998 and the Insurance Acquisitions and Takeovers Act 1991, as stated in section 3. The amendments primarily involve new approvals, repeals, and modifications to existing sections and definitions in the 2021 Instrument, as outlined in Schedule 1. The obligations imposed by this amendment primarily focus on updating and clarifying the shareholding structure and approvals for entities like Nippon Life Insurance Company and Resolution Life. For instance, section 6(3) introduces a new entry for AML Limited with an ABN and a 100% shareholding approval. Additionally, there are significant repeals and modifications to definitions and sections in the 2021 Instrument, such as the repeal of certain definitions in section 5 and the modification of section 6(2) to update the table of shareholders. These changes are intended to streamline the regulatory framework and ensure compliance with current legislative requirements. Section 9 of the Instrument provides an unconditional go-ahead decision under the Insurance Acquisitions and Takeovers Act 1991. This decision allows Nippon Life Insurance Company and RLGH Finance Bermuda Ltd to influence the directors of Resolution Life Australasia Limited, MLC Limited, and RLNM Limited. This includes the power to direct their actions and the authority to appoint and remove directors to the boards of these entities. This provision ensures that the entities can operate within the legislative framework while maintaining oversight and control as per the new regulatory requirements. There are no explicit offences, penalties, or consequences mentioned within the text of the Instrument itself. However, non-compliance with the Financial Sector (Shareholdings) Act 1998 or the Insurance Acquisitions and Takeovers Act 1991 could result in civil or criminal penalties, depending on the nature and severity of the breach. These penalties could include fines or other sanctions as prescribed by the respective Acts. The Instrument's focus is on updating and clarifying the regulatory framework rather than introducing new penalties, which are generally outlined in the primary Acts it amends.

Legal classification tags

Area of Law
Financial Services Law
Instrument
Notifiable instrument
Concepts
Commencement Provisions
Regulatory Standards
Licensing & Registration
Enforcement Powers

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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.