{"id":"F2019L01185","name":"ASIC Corporations (Changing Scheme and Retail CCIV Constitutions) Instrument 2019/700","slug":"asic-corporations-changing-scheme-and-retail-cciv-constitutions-instrument-2019-700","collection":"legislative_instrument","jurisdiction":"commonwealth","status":"in_force","isInForce":true,"actNumber":null,"makingDate":null,"administeringDepartment":null,"currentVersion":{"id":99779,"registerId":"commonwealth-F2019L01185-current","compilationNumber":null,"startDate":"2026-04-02","status":"InForce","reasons":null,"registeredAt":null},"sections":[{"sectionNumber":"1","sectionType":"section","heading":"ASIC Corporations (Changing Scheme and Retail CCIV Constitutions) Instrument 2019/700","content":"![Commonwealth Coat of Arms and ASIC logo](image.001.png)\n\nASIC Corporations (Changing Scheme and Retail CCIV Constitutions) Instrument 2019/700\n\nAbout this compilation\n\nCompilation No. 1\n\nThis is a compilation of ASIC Corporations (Changing Scheme and Retail CCIV Constitutions) Instrument 2019/700) as in force on 15 November 2022. It includes any commenced amendment affecting the legislative instrument to that date.\n\nThis compilation was prepared by the Australian Securities and Investments Commission.\n\nThe notes at the end of this compilation (the endnotes) include information\n\nabout amending instruments and the amendment history of each amended provision.\n\nContents\n\n[Part 1—Preliminary](#_Toc120786546)\n\n[1 Name of legislative instrument](#_Toc120786547)\n\n[3 Authority](#_Toc120786548)\n\n[4 Definitions](#_Toc120786549)\n\n[Part 2—Declaration](#_Toc120786550)\n\n[5 Registered scheme – changing the constitution](#_Toc120786551)\n\n[6 Retail CCIV – changing the constitution](#_Toc120786552)\n\n[Endnotes](#_Toc120786553)\n\n[Endnote 1—Instrument history](#_Toc120786554)\n\n[Endnote 2—Amendment history](#_Toc120786555)\n\nPart 1—Preliminary\n\n1 Name of legislative instrument\n\nThis instrument is ASIC (Changing Scheme and Retail CCIV Constitutions) Instrument 2019/700.\n\n3 Authority\n\nThis instrument is made under subsections 601QA(1) and 1243(2) of the Corporations Act 2001.\n\n4 Definitions\n\nIn this instrument:\n\nAct means the Corporations Act 2001.\n\nPart 2—Declaration\n\n5 Registered scheme – changing the constitution\n\nChapter 5C of the Act applies to all persons in relation to a registered scheme as if section 601GC of the Act were modified or varied by, after subsection (1), inserting the following subsections:\n\n“(1B) If the constitution of a scheme sets out a procedure for varying or cancelling rights of a class of members of the scheme, or rights attached to a class of interests under the scheme, those rights may be varied or cancelled by a resolution under paragraph (1)(a) only if that procedure is complied with.\n\nPassport Rules\n\n(1C) Despite subsection (1), the responsible entity of a registered scheme may modify the constitution of the scheme to the extent the responsible entity reasonably considers necessary to ensure the constitution:\n\n(a) is consistent with section 4 of the Passport Rules for this jurisdiction; and\n\n(b) specifies a right of withdrawal and contains provisions for making and dealing with withdrawal requests that are consistent with Division 7.1 of Part 7 of those Rules.\n\nAny modifications made to the constitution under this subsection may be made before the scheme has a status of being an Australian passport fund but only have operative effect while the Passport Rules for this jurisdiction apply in relation to the fund.\n\nOther scenarios\n\n(1D) Despite subsection (1), the constitution of the scheme may be modified, or repealed and replaced with a new constitution, by the responsible entity if at least one of the following is satisfied at the time of the modification, or repeal and replacement:\n\n(a) a meeting of members is unable to be held because the quorum requirement in either subsection 252R(2) or the scheme’s constitution is not capable of being satisfied because the scheme has an insufficient number of members;\n\n(b) every member of the scheme is not entitled to vote at a meeting of members because of section 253E;\n\n(c) all interests in the scheme were issued in situations that:\n\n(i) did not require the responsible entity to give a Product Disclosure Statement; and\n\n(ii) did not need disclosure under Part 6D.2, or under Division 2 of Part 7.12 of the old Corporations Law.\n\n(1E) The responsible entity may only make the modification, or repeal and replacement, under subsection (1D) if, before the modification, or repeal and replacement, both of the following are satisfied:\n\n(a) the responsible entity has provided to each member of the scheme, the auditor of the scheme and the auditor of the scheme’s compliance plan, all the information that the responsible entity reasonably expects to be material to the decision of a member whether to consent to the modification, or repeal and replacement;\n\n(b) after the information in paragraph (a) has been provided, every member of the scheme has given their written consent, to the modification, or repeal and replacement.”.\n\n6 Retail CCIV – changing the constitution\n\nPart 8B.3 of the Act applies in relation to a retail CCIV as if section 1223D of the Act were modified or varied by, after subsection (2), inserting the following subsections:\n\n“(2A) If the constitution of a retail CCIV sets out a procedure for varying or cancelling rights of a class of members of the retail CCIV, or rights attached to a class of shares in the retail CCIV, those rights may be varied or cancelled by a resolution under subparagraph (2)(a)(i) or (iii) only if that procedure is complied with.\n\nPassport Rules\n\n(2B) Despite subsection (2), the corporate director of a retail CCIV may modify the constitution of the retail CCIV to the extent the corporate director reasonably considers necessary to ensure the constitution:\n\n(a) is consistent with section 4 of the Passport Rules for this jurisdiction; and\n\n(b) specifies a right of withdrawal and contains provisions for making and dealing with withdrawal requests that are consistent with Division 7.1 of Part 7 of those Rules.\n\nAny modifications made to the constitution under this subsection may be made before a sub-fund of the retail CCIV has a status of being an Australian passport fund but only have operative effect while the Passport Rules for this jurisdiction apply in relation to the fund.\n\nOther scenarios\n\n(2C) Despite subsection (2), the constitution of the retail CCIV may be modified, or repealed and replaced with a new constitution, by the corporate director if at least one of the following is satisfied at the time of the modification, or repeal and replacement:\n\n(a) a meeting of members is unable to be held because the quorum requirement in either subsection 252R(2) or the retail CCIV’s constitution is not capable of being satisfied because the retail CCIV has an insufficient number of members;\n\nNote: Section 252R applies in relation to a CCIV and its members subject to the modifications in Subdivision B of Division 6 of Part 8B.3.\n\n(b) every member of the retail CCIV is not entitled to vote at a meeting of members because of section 253E;\n\nNote: Section 253E applies in relation to a CCIV subject to the modifications in Subdivision B of Division 6 of Part 8B.3.\n\n(c) all shares in the retail CCIV were issued in situations that did not require the retail CCIV to give a Product Disclosure Statement.\n\n(2D) The corporate director may only make the modification, or repeal and replacement, under subsection (2C) if, before the modification, or repeal and replacement, both of the following are satisfied:\n\n(a) the corporate director has provided to each member of the retail CCIV, the auditor of the retail CCIV and the auditor of the retail CCIV’s compliance plan, all the information that the corporate director reasonably expects to be material to the decision of a member whether to consent to the modification, or repeal and replacement;\n\n(b) after the information in paragraph (a) has been provided, every member of the retail CCIV has given their written consent to the modification or repeal and replacement.”.\n\nEndnotes\n\nEndnote 1—Instrument history\n\n| Instrument number | Date of FRL registration     | Date of commencement | Application, saving or transitional provisions |\n| ----------------- | ---------------------------- | -------------------- | ---------------------------------------------- |\n| 2019/700          | 12/09/2019 (see F2019L01185) | 13/09/2019           |                                                |\n| 2022/0940         | 14/11/2022 (see F2022L01459) | 15/11/2022           | -                                              |\n\nEndnote 2—Amendment history\n\n> Note: ad. = added or inserted am. = amended LA = Legislation Act 2003 rep. = repealed rs. = repealed and substituted\n\n| Provision affected  | How affected  |\n| ------------------- | ------------- |\n| Section 1           | am. 2022/0940 |\n| Section 2           | rep. s48D LA  |\n| Section 3           | am. 2022/0940 |\n| Section 5 (heading) | rs. 2022/0940 |\n| Section 6           | ad. 2022/0940 |","sortOrder":0}],"analysis":{"flash_summary_failed":{"failed":true,"reason":"A positive credit balance is required for all requests, including BYOK, so fallback providers remain available. Add credits at https://vercel.com/d?to=%2F%5Bteam%5D%2F%7E%2Fai%3Fmodal%3Dtop-up to continue.","source":"analysis-cron"},"kimi_summary":{"content_quality":"ok","complexity_score":4,"scope_assessment":{"changed":false,"description":"The instrument appears to maintain its original scope. The 2022 amendment added section 6 to extend equivalent provisions to retail CCIVs (a new entity type introduced by the Treasury Laws Amendment (Corporate Collective Investment Vehicle) Act 2022), rather than expanding the original scheme provisions beyond their intended purpose. This represents parallel application to a new legislative regime, not scope creep."},"complexity_factors":["Moderate cross-referencing to the Corporations Act 2001 (sections 601GC, 1223D, 252R, 253E, and Chapter 5C/Part 8B.3)","Conditional logic with multiple nested exceptions (e.g., 'Despite subsection X, if Y, then Z, but only if A and B')","Requires understanding of specialised concepts: Passport Rules, CCIVs, responsible entities, corporate directors, Product Disclosure Statements, and quorum requirements","Two parallel but slightly different regimes (registered schemes vs retail CCIVs) with near-mirror provisions but distinct terminology","Temporal limitations on modifications (Passport Rule changes only operative while rules apply)","Multiple triggering conditions for the 'other scenarios' exemption (three alternative tests in sections 5(1D) and 6(2C))"],"plain_english_summary":"This instrument creates limited exceptions to the usual 75% member vote for changing constitutions of registered managed investment schemes and retail CCIVs. It lets entities follow existing class‑rights procedures, modify constitutions to comply with Asia Region Funds Passport rules while those rules apply, and — where convening a meeting is genuinely impractical — amend constitutions without a meeting if all members receive material information and give written consent. It affects responsible entities, corporate directors, members and auditors, trading flexibility for consent protections."},"flash_summary":{"complexity_score":4,"scope_assessment":{"changed":true,"description":"The instrument’s scope was expanded by the 2022 amendment to add equivalent constitution-change rules for retail CCIVs (new s6) alongside the registered-scheme modifications (s5). Endnote 2 records insertion of section 6 (am. 2022/0940), extending the framework to retail CCIV constitutions and aligning the two regimes."},"complexity_factors":["Amends and interacts with multiple provisions of the Corporations Act (Chapter 5C and Part 8B.3), requiring cross-referencing to understand legal effect","Introduces conditional bypasses of meeting-based amendment mechanics (Passport Rules and listed ‘other scenarios’), increasing scenario analysis for advisers","Requires factual determinations by responsible entities/corporate directors about what is ‘reasonably necessary’ (discretionary standard)","Imposes procedural compliance: providing ‘material’ information to members and auditors, then obtaining unanimous written consent — administrative burden and timing considerations","Temporal limitation for passport-driven amendments (operative only while Passport Rules apply) creates migration and sequencing issues for implementation","Relies on defined external instruments (Passport Rules) and on read-across to quorum and voting incapacity rules (s252R, s253E), adding interpretive layers"],"plain_english_summary":"This instrument allows responsible entities (for registered schemes) and corporate directors (for retail CCIVs) to modify or replace their fund constitutions in limited situations without holding a members’ meeting: to make the constitution consistent with Passport Rules, or where a meeting cannot be held (for example, insufficient members). Such changes may be made only after providing members and auditors with material information and obtaining every member’s written consent, and passport-driven changes operate only while the Passport Rules apply (ss5–6)."}},"importantCases":[],"_links":{"self":"/api/acts/asic-corporations-changing-scheme-and-retail-cciv-constitutions-instrument-2019-700","history":"/api/acts/asic-corporations-changing-scheme-and-retail-cciv-constitutions-instrument-2019-700/history","analysis":"/api/acts/asic-corporations-changing-scheme-and-retail-cciv-constitutions-instrument-2019-700/analysis","conflicts":"/api/acts/asic-corporations-changing-scheme-and-retail-cciv-constitutions-instrument-2019-700/conflicts","importantCases":"/api/acts/asic-corporations-changing-scheme-and-retail-cciv-constitutions-instrument-2019-700/important-cases","documents":"/api/acts/asic-corporations-changing-scheme-and-retail-cciv-constitutions-instrument-2019-700/documents"}}