{"id":"F2023L01307","name":"ASIC Corporations (Changing the Responsible Entity) Instrument 2023/681","slug":"asic-corporations-changing-the-responsible-entity-instrument-2023-681","collection":"legislative_instrument","jurisdiction":"commonwealth","status":"in_force","isInForce":true,"actNumber":null,"makingDate":null,"administeringDepartment":null,"currentVersion":{"id":442109,"registerId":"F2023L01307-fast-fetch-1775957212784","compilationNumber":null,"startDate":"2026-04-12","status":"InForce","reasons":null,"registeredAt":null},"sections":[{"sectionNumber":"1","sectionType":"section","heading":"ASIC Corporations (Changing the Responsible Entity) Instrument 2023/681","content":"---\nmeta-content-style-type: text/css\nmeta-content-type: application/xhtml+xml; charset=utf-8\ntitle: New LI 13-519 (draft)_comments\n---\n\n![Commonwealth Coat of Arms and ASIC logo](image.001.png)\n\nASIC Corporations (Changing the Responsible Entity) Instrument 2023/681\n\nI, Amanda Zeller, delegate of the Australian Securities and Investments Commission, make the following legislative instrument.\n\n \n\nDate 22 September 2023   \n\n \n\nAmanda Zeller\n\n \n\nContents\n\n[Part 1—Preliminary](#_Toc146220684)\n\n[1 Name of legislative instrument](#_Toc146220685)\n\n[2 Commencement](#_Toc146220686)\n\n[3 Authority](#_Toc146220687)\n\n[4 Definitions](#_Toc146220688)\n\n[Part 2—Declaration](#_Toc146220689)\n\n[5 Removal of responsible entity](#_Toc146220690)\n\n[Part 3—Repeal](#_Toc146220691)\n\n[6 Repeal](#_Toc146220692)\n\nPart 1—Preliminary\n\n1 Name of legislative instrument\n\nThis is the ASIC Corporations (Changing the Responsible Entity) Instrument 2023/681.\n\n2 Commencement\n\nThis instrument commences on the day after it is registered on the Federal Register of Legislation.\n\nNote: The register may be accessed at [www.legislation.gov.au](http://www.legislation.gov.au).\n\n3 Authority\n\nThis instrument is made under subsection 601QA(1) of the Corporations Act 2001.\n\n4 Definitions\n\nIn this instrument:\n\nAct means the Corporations Act 2001.\n\n\nPart 2—Declaration\n\n5 Removal of responsible entity\n\nChapter 5C of the Act applies to all persons as if section 601FM were modified or varied by, after subsection (1), inserting:\n\n“(1A) Without limiting the generality of subsection (1), in the case of a registered scheme that is listed:\n\n(a) the responsible entity must call and arrange to hold a meeting of the members to consider and vote on proposed resolutions to remove the responsible entity and choose a new responsible entity on the request of:\n\n(i) members with at least 5% of the votes that may be cast on the resolution; or\n\n(ii) at least 100 members who are entitled to vote on the resolution; and\n\n(b) members who hold interests carrying at least 5% of the votes that may be cast at a meeting of the members may call and arrange to hold a meeting of the members to consider and vote on proposed resolutions to remove the responsible entity and choose a new responsible entity; and\n\n(c) the Court may order a meeting of the members to be called to consider and vote on proposed resolutions to remove the responsible entity and choose a new responsible entity if it is impracticable to call the meeting in any other way.”.\n\nPart 3—Repeal\n\n6 Repeal\n\nThis instrument is repealed at the start of 1 October 2028.\n\n \n","sortOrder":0}],"analysis":{"kimi_summary":{"content_quality":"ok","complexity_score":2,"scope_assessment":{"changed":false,"description":"The instrument remains tightly focused on its original purpose: facilitating member-driven removal of responsible entities in listed schemes. The scope has not expanded beyond this specific governance mechanism."},"complexity_factors":["Extremely short: only 6 sections across 3 Parts","Single substantive provision (section 5) that inserts one new subsection (1A) with three straightforward paragraphs","Only 1 defined term ('Act') in the interpretation section","No cross-references to other legislation beyond the enabling provision (Corporations Act s 601QA(1))","No nested conditions, exceptions, or conditional logic","Simple sunset clause (automatic repeal in 5 years)","Clear, linear structure: preliminary matters → single declaration → repeal"],"plain_english_summary":"This temporary ASIC rule makes it easier for investors in listed managed investment schemes to force a vote to remove their fund manager (the responsible entity). It lowers the meeting-trigger threshold to either 5% of votes or 100 members, lets 5% holders call the meeting themselves, and allows courts to order meetings. It affects retail investors and responsible entities and expires automatically on 1 October 2028."},"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"},"flash_summary":{"complexity_score":3,"scope_assessment":{"changed":true,"description":"Yes. The instrument changes the operational scope of Chapter 5C for listed registered schemes by treating s601FM as modified to require the responsible entity to convene meetings on member request under specified thresholds (Instrument s5). It adds member-driven and court-ordered routes to trigger removal meetings and is time-limited (commencement: s2; repeal: s6)."},"complexity_factors":["Targeted amendment to Corporations Act provision s601FM via ASIC instrument (authority: s3; makes change under s601QA(1)).","Introduces numeric thresholds (5% of votes; at least 100 members) that determine who can require or call a meeting (see Instrument s5(a)(i),(ii) and s5(b)).","Limited application to 'listed' registered schemes — scope confined but requires identifying listed status (Instrument s5).","Creates an obligation on the responsible entity to call and arrange meetings on member request, affecting operational and compliance burdens for responsible entities (Instrument s5).","Confers court power to order a meeting where it is impracticable to call one otherwise, adding judicial discretion into the process (Instrument s5(c)).","Temporal effect (commencement day after registration (s2) and automatic repeal 1 October 2028 (s6)), creating a fixed transitional window for the change."],"plain_english_summary":"This instrument requires that, for listed registered schemes, the responsible entity must call a members’ meeting to consider removing and replacing the responsible entity if members meeting set thresholds ask for one. Members holding at least 5% of votes or at least 100 members may require or themselves call such a meeting, and the Court can order a meeting if calling it is impracticable. It takes effect the day after registration and expires 1 October 2028."}},"importantCases":[],"_links":{"self":"/api/acts/asic-corporations-changing-the-responsible-entity-instrument-2023-681","history":"/api/acts/asic-corporations-changing-the-responsible-entity-instrument-2023-681/history","analysis":"/api/acts/asic-corporations-changing-the-responsible-entity-instrument-2023-681/analysis","conflicts":"/api/acts/asic-corporations-changing-the-responsible-entity-instrument-2023-681/conflicts","importantCases":"/api/acts/asic-corporations-changing-the-responsible-entity-instrument-2023-681/important-cases","documents":"/api/acts/asic-corporations-changing-the-responsible-entity-instrument-2023-681/documents"}}