EXPLANATORY STATEMENT

Issued by authority of the Assistant Minister for Productivity, Competition, Charities and Treasury

Australian Securities and Investments Commission Act 2001

Business Names Registration Act 2011

Corporations Act 2001

Treasury Laws Amendment (Business Registries Stabilisation and Uplift) Regulations 2026

The following provisions provide that the Governor‑General may make regulations prescribing matters required or permitted by the relevant Acts to be prescribed, or necessary or convenient to be prescribed, for carrying out or giving effect to that Act: section 1364 of the Corporations Act 2001 (Corporations Act), section 251 of the Australian Securities and Investments Commission Act 2001 (ASIC Act) and section 90 of the Business Names Registration Act 2011 (BNR Act).

Section 346B of the Corporations Act empowers regulations to prescribe particulars that the Australian Securities and Investments Commission (ASIC) can seek from a company through the annual ‘extract of particulars’ process, while section 348B provides the same for a ‘return of particulars’.

Subsections 1274A(3) and (4) of the Corporations Act empower regulations to prescribe information that ASIC may permit searching of or make available on its registers.

Paragraph 102(2)(c) of the ASIC Act empowers regulations to prescribe persons to whom ASIC may delegate a function or power without needing the Minister’s approval.

Subsection 80(1) of the BNR Act empowers regulations to prescribe which of the Minister’s functions and powers under the BNR Act that the Minister can delegate to ASIC.

The purpose of the Treasury Laws Amendment (Business Registries Stabilisation and Uplift) Regulations 2026 (the Amending Regulations) is to support various amendments made by the Treasury Laws Amendment (Business Registries Stabilisation and Uplift) Act 2026 (the Business Registries Act).

The Business Registries Act enhances the operation and regulation of the Director ID regime and supports ASIC’s continued administration of business registers. It also gives effect to the Government’s decision to stop the Modernising Business Registers program by unwinding the associated legislative changes.

The Amending Regulations amend the Corporations Regulations 2001 (Corporations Regulations), the Australian Securities and Investments Commission Regulations 2001 (ASIC Regulations) and the Business Names Registration Regulations 2011 (BNR Regulations).

The Amending Regulations support the Business Registries Act by:

• ensuring ASIC can obtain Director IDs and full address information through a company’s annual reviews and returns of particulars
• enabling ASIC to publish Director ID information on the Companies Register
• clarifying that ASIC can publish officers’ other personal details on its registers
• making consequential adjustments to certain delegation settings.

The Acts do not specify any conditions that need to be satisfied before the powers to make the Amending Regulations may be exercised.

Public consultation was conducted as part of the Registry Stabilisation and Uplift – draft legislation consultation from 12 December 2025 to 10 February 2026. Stakeholders supported the publication of Director ID information on the Companies Register as a longer-term measure to improve the traceability of directors across corporate entities, reduce the risk of fraud and illegal phoenix activity, and support businesses in conducting due diligence. They also supported ASIC powers to strengthen registry integrity and to make it easier for users to access and interact with registry information, while balancing privacy needs.

Direct engagement and consultation were also conducted with the Australian Taxation Office (ATO) and ASIC. Comments from these stakeholders were accepted to improve the instrument and ensure it comprehensively supports the Business Registries Act.

The Legislative and Governance Forum on Corporations approved the Amending Regulations.

The Amending Regulations are exempt from the sunsetting rules in section 50 of the Legislation Act 2003, because of:

• in respect of amendments to the Corporations Regulations, the exclusion in paragraph (d) of table item 18 in section 12 of the Legislation (Exemptions and Other Matters) Regulation 2015
• in respect of amendments to the ASIC Regulations, table item 9B in section 12 of the Legislation (Exemptions and Other Matters) Regulation 2015
• in respect of amendments to the BNR Regulations, paragraph (c) of table item 13A in section 12 of the Legislation (Exemptions and Other Matters) Regulation 2015.

The Corporations Regulations are integral to the Corporations Agreement 2002, an intergovernmental scheme between the Commonwealth, states and territories. Ordinarily, amendments to the Corporations Regulations must be approved by the Legislative and Governance Forum on Corporations. The sunsetting of the Corporations Regulations would bypass this requirement, contrary to the Commonwealth’s obligations under the Corporations Agreement.

Regulations made under the ASIC Act are integral to the Corporations Agreement. Under the terms of the Corporations Agreement, the law giving effect to the Corporations Agreement cannot be amended without agreement from or notifying the Legislative and Governance Forum on Corporations. Accordingly, it is appropriate to exempt the ASIC Regulations from sunsetting on the basis that they are part of an intergovernmental scheme.

The BNR Act is based on the Council of Australian Governments Business Names Agreement (the Business Names Agreement), an intergovernmental scheme. Regulations made under the BNR Act support the Business Names Agreement. Under the terms of the Business Names Agreement, the law giving effect to the Business Names Agreement cannot be amended without agreement from the Legislative and Governance Forum on Corporations (except for minor technical changes). Accordingly, it is appropriate that the BNR Regulations are exempt from sunsetting on the basis that they are part of an intergovernmental scheme.

The Amending Regulations are subject to disallowance.

The Amending Regulations are a legislative instrument for the purposes of the Legislation Act 2003.

Schedule 1 to the Amending Regulations commenced on the later of the day after registration on the Federal Register of Legislation and 1 July 2027. Schedule 2 to the Amending Regulations commenced on the later of the day after registration and 30 June 2026. This reflects the commencement of the different components of the Business Registries Act.  

Details of the Amending Regulations are set out in Attachment A.

A statement of Compatibility with Human Rights is at Attachment B.

ATTACHMENT A

Details of the Treasury Laws Amendment (Business Registries Stabilisation and Uplift) Regulations 2026

Section 1 – Name

This section provides that the name of the regulations is the Treasury Laws Amendment (Business Registries Stabilisation and Uplift) Regulations 2026 (the Amending Regulations).

Section 2 – Commencement

Schedule 1 to the Amending Regulations commenced on the later of the day after registration on the Federal Register of Legislation and 1 July 2027. Schedule 2 to the Amending Regulations commenced on the later of the day after registration and 30 June 2026.

Section 3 – Authority

The Amending Regulations are made under the Australian Securities and Investments Commission Act 2001 (ASIC Act), the Business Names Registration Act 2011 (BNR Act) and the Corporations Act 2001 (Corporations Act).

Section 4 – Schedules

This section provides that each instrument that is specified in the Schedules to this instrument is amended or repealed as set out in the applicable items in the Schedules, and any other item in the Schedules to this instrument has effect according to its terms.

Schedule 1

Items 1 to 5: Including Director ID and address information in annual reviews and returns of particulars

Part 2N.2 of the Corporations Act sets out a process to annually review and update the information held by the Australian Securities and Investments Commission (ASIC) about a company (referred to as particulars, in the legislation). In this process, ASIC provides an extract of particulars to each company, which the company must review and respond to if any details are incorrect or if ASIC requires the provision of a particular.

Outside of that annual process, ASIC can issue a ‘return of particulars’ to a company under Part 2N.4 of the Corporations Act, if ASIC believes that information it holds is not correct. The company must respond to a return of particulars.

The Corporations Regulations 2001 (Corporations Regulations) prescribe the details about each company which ASIC can seek through these two processes. Items 2 and 4 include all director and secretary ‘personal details’ among those particulars, as defined in subsection 205B(3) of the Corporations Act.

This includes the Director ID of the company’s directors, following the Treasury Laws Amendment (Business Registries Stabilisation and Uplift) Act 2026 (the Business Registries Act) specifying Director ID to be a ‘personal detail’.

Items 2 and 4 also entitle ASIC to seek an officer’s usual residential address through these processes, in circumstances where the officer is taking advantage of the expanded right to use an alternative address. The Business Registries Act establishes this general right to use an alternative address on registers without needing to demonstrate safety risks, while items 2 and 4 help to ensure that ASIC still obtains up-to-date usual residential addresses.

Items 3 and 5 insert notes into the Corporations Regulations that clarify, in situations where a person uses the alternative residential address option and has been requested by ASIC to provide their usual residential address, that the public will not be able to access the usual residential address by inspecting lodged documents. However, the Business Registries Act retains discretion for ASIC to still disclose usual residential addresses where appropriate.

Finally, Items 1 and 5 entitle ASIC to seek a company’s electronic address through the annual review and returns of particulars processes. This reflects that the Business Registries Act introduces a requirement for companies to provide an electronic address and keep it up to date, in turn allowing ASIC to send out notices and communications electronically.  

Items 6 and 11: Enabling ASIC to publish Director ID information on the Companies Register

Item 11 enables ASIC to publish the following Director ID information on the Companies Register (and registers of registered Australian bodies and foreign companies):

• the Director ID number of a director
• an indicator that shows whether a specific director has a Director ID or does not have a Director ID
• an indicator that shows whether a company, registered Australian body or registered foreign company has any directors that do not have a Director ID, or all its directors have a Director ID.

In displaying the indicator of how many directors have a Director ID number and how many do not, the intention is that ASIC has the flexibility to base this on the evidence it considers appropriate, whether that is based on the company’s disclosures or data sourced from the Registrar or both.

The publication or disclosure of this Director ID information is subject to ASIC considering it appropriate for the information to be searched or made available.

While ASIC will continue to have the discretion to determine whether to publish, the intention is that ASIC will publish the information unless there is a particular reason not to – for example, because of privacy risks or because the information could be used to commit scams or other fraudulent behaviour.

Once Director ID information is included on the Companies Register, it will allow users to easily distinguish between directors who have had their identity verified through the Director ID process, and those that have not. The inclusion of an indicator showing whether a company has any directors without a Director ID drives compliance at the company level.

It is also anticipated that ASIC will publish Director IDs on the banned and disqualified register. While the Companies Register is the main focus, the Amending Regulations do not limit the publication of Director ID information to only that register.

Item 6 makes a provision numbering change as a consequence of Item 11.

Item 7, 8 and 10: Clarifying that ASIC can publish officers’ personal details

Item 7 clarifies that ASIC can publish officers’ personal details on the registers. ‘Personal details’ are defined in subsection 205B(3) of the Corporations Act, and following amendments by the Business Registries Act, this covers name, former names, date and place of birth, address, electronic address and Director ID.

However, the Business Registries Act retains discretion for ASIC to grant or not grant access to information from the registers.

Items 8 and 10 make the equivalent clarification for officers of registered Australian bodies and foreign companies.

Item 9: Technical correction

Item 9 makes a correction to an existing technical error in a phrase identifying entries in the register of foreign companies.

Schedule 2

Items 1 and 2: Repealing redundant references to the Registrar

Item 2 repeals paragraphs 8AAAA(e) and (f) of the Australian Securities and Investments Commission Regulations 2001. Those paragraphs prescribed a Registrar appointed under the National Consumer Credit Protection Act 2009, and persons approved by the Registrar, as persons to whom ASIC could delegate a function or power without needing the Minister’s approval.

This is consequential to the Business Registries Act unwinding the former Modernising Business Registers program. Specifically, the Registrar will no longer be responsible for registers under the National Consumer Credit Protection Act 2009.

Item 1 makes a formatting change as a consequence of Item 2.

Item 3: Minister may delegate the power to permit a specified entity to use a restricted word or expression in their business name

Under Part 3 of the Business Names Registration Act 2011 (BNR Act), an entity may apply to ASIC to use a business name, and ASIC must register them under that name if certain eligibility criteria are met. This includes that the business name is available. A business name is not available if it includes a restricted word or expression.

Under section 28 of the BNR Act, the Minister may determine that a word or expression is restricted (and therefore cannot be used in a business name). The Business Registries Act adds a new provision to section 28 of the BNR Act, which enables the Minister to determine that a business name must be made available to a specified entity even if it includes a restricted word or expression.

The Minister may delegate any of their functions and powers under section 80 of the BNR Act, if prescribed in regulation 13 of the Business Names Registration Regulations 2011. To enable delegation of the new power added by the Business Registries Act, item 3 adds a reference to the new power in regulation 13 of the Business Names Registration Regulations 2011.

Separately, the Government intends to amend the Ministerial Powers (ASIC) Delegations 2021 to prescribe the new Ministerial power for the purposes of delegation under section 80 of the BNR Act.

ATTACHMENT B

Statement of Compatibility with Human Rights

Prepared in accordance with Part 3 of the Human Rights (Parliamentary Scrutiny) Act 2011

  Treasury Laws Amendment (Business Registries Stabilisation and Uplift) Regulations 2026 

This Legislative 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.

Overview of the Legislative Instrument

The purpose of the Treasury Laws Amendment (Business Registries Stabilisation and Uplift) Regulations 2026 (the Amending Regulations) is to support various amendments made by the Treasury Laws Amendment (Business Registries Stabilisation and Uplift) Act 2026 (the Business Registries Act).

The Business Registries Act enhances the operation and regulation of the Director ID regime and supports the Australian Securities and Investments Commission’s (ASIC) continued administration of business registers. It also gives effect to the Government’s decision to stop the Modernising Business Registers program by unwinding the associated legislative changes.

The Amending Regulations support the Business Registries Act by:

• ensuring ASIC can obtain officers’ full personal details, including Director IDs and address information, through a company’s annual reviews and returns of particulars
• enabling ASIC to publish Director ID information and officers’ other personal details on its registers
• making consequential adjustments to certain delegation settings.

Human rights implications

This Legislative Instrument engages the right to privacy under Article 17 of the International Covenant on Civil and Political Rights (ICCPR), in relation to collecting, using and disclosing personal information.

Article 17 of the ICCPR protects the right to privacy, prohibiting arbitrary or unlawful interference with an individual’s privacy, family, home, or correspondence, and attacks on reputation. It requires states to provide legal protection against such interference, including regulating data, surveillance and searches.

The Human Rights Committee has interpreted the term ‘unlawful’ to mean that interferences cannot take place except in cases envisaged by law, which itself must comply with the provisions, aims and objectives of the ICCPR. The Human Rights Committee has also indicated that an interference will not be considered ‘arbitrary’ if it is provided for by law, is in accordance with the provisions, aims and objectives of the ICCPR, and is reasonable in the particular circumstances.[1]

The Amending Regulations engage the right to privacy by assisting in the collection, use and disclosure of director and other officers’ personal information (including their residential and electronic address) and government related identifiers (Director ID number).

These mechanisms assist ASIC to carry out its functions to administer and enforce the corporations laws, as amended by the Business Registries Act. The enhanced collection and publication of this information on the registers promotes accountability of corporations and their officers. In particular, the Director ID enhancements will enable regulators, businesses and the public to check directors’ identities and trace their relationships across corporate entities more easily.

This is balanced by the Business Registries Act retaining and introducing mechanisms for ASIC to restrict access to personal information where appropriate.

The Business Registries Act introduces a power for ASIC to redact or restrict access to lodged documents, which the public otherwise has a right to inspect, if ASIC reasonably believes that the benefits of doing so outweigh the risks. In relation to access other than by inspecting lodged documents, the Business Registries Act retains discretion for ASIC to grant or not grant access to information from the registers.

The Business Registries Act also prevents the public from accessing an officer’s usual residential address by inspecting lodged documents, in circumstances where the officer is taking advantage of the right to use an alternative address, while still retaining discretion for ASIC to disclose usual residential addresses where appropriate.

Conclusion

This Legislative Instrument is compatible with human rights. While it engages the right to privacy under Article 17 of the ICCPR, any interference is lawful, reasonable, necessary and proportionate to a legitimate objective, and is accompanied by safeguards to reduce privacy impacts.

[1] General comment No. 16: Article 17 (Right to privacy), Thirty second session (1988) at [3]-[4].