{"id":"F2017L00874","name":"ASIC Corporations (Chapter 5C—Miscellaneous Provisions) Instrument 2017/125","slug":"asic-corporations-chapter-5c-miscellaneous-provisions-instrument-2017-125","collection":"legislative_instrument","jurisdiction":"commonwealth","status":"in_force","isInForce":true,"actNumber":null,"makingDate":null,"administeringDepartment":null,"currentVersion":{"id":96753,"registerId":"commonwealth-F2017L00874-current","compilationNumber":null,"startDate":"2026-04-02","status":"InForce","reasons":null,"registeredAt":null},"sections":[{"sectionNumber":"1","sectionType":"section","heading":"ASIC Corporations (Chapter 5C—Miscellaneous Provisions) Instrument 2017/125","content":"![Commonwealth Coat of Arms and ASIC logo](image.001.png)\n\nASIC Corporations (Chapter 5C—Miscellaneous Provisions) Instrument 2017/125\n\nAbout this compilation\n\nCompilation No. 1\n\nThis is a compilation of ASIC Corporations (Chapter 5C—Miscellaneous Provisions) Instrument 2017/125 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](#_Toc121228154)\n\n[1 Name of legislative instrument](#_Toc121228155)\n\n[3 Authority](#_Toc121228156)\n\n[4 Definitions](#_Toc121228157)\n\n[Part 2—Declarations](#_Toc121228158)\n\n[5 Registered scheme – relief to permit constitutional provisions incorporating listing rules by reference](#_Toc121228159)\n\n[6 Registered scheme – compliance plan may incorporate provisions from another scheme’s plan as amended from time to time](#_Toc121228160)\n\n[7 Registered scheme – related bodies corporate and external members of compliance committee](#_Toc121228161)\n\n[8 Retail CCIV – constitutional provisions for incorporating listing rules by reference](#_Toc121228162)\n\n[Endnotes](#_Toc121228163)\n\n[Endnote 1—Instrument history](#_Toc121228164)\n\n[Endnote 2—Amendment history](#_Toc121228165)\n\nPart 1—Preliminary\n\n1 Name of legislative instrument\n\nThis instrument is ASIC Corporations (Chapter 5C—Miscellaneous Provisions) Instrument 2017/125.\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—Declarations\n\n5 Registered scheme – relief to permit constitutional provisions incorporating listing rules by reference\n\nChapter 5C of the Act applies to all persons as if section 601GA were modified or varied by inserting after subsection 601GA(4):\n\n  “(5) Despite subsections (1) to (4), if the registered scheme:\n    (a) is admitted to the official list of an eligible Australian market or the responsible entity of the scheme is proposing to seek such admission; and\n    (b) is required or permitted for the purposes of the listing rules of the eligible Australian market to include a listing rule consistency provision in its constitution;\n  the constitution of the registered scheme may include a listing rule consistency provision.\n  (6) In this section:\n    eligible Australian market means a financial market operated by:\n    (a) Sydney Stock Exchange Limited ACN 080 399 220; or\n    (b) ASX Limited ACN 008 624 691.\n  listing rule consistency provision means, in relation to a registered scheme and an eligible Australian market, a provision in the constitution of the scheme to the effect that if the scheme is admitted to the official list of the market:\n    (a) notwithstanding anything contained in the constitution, if the listing rules of the market prohibit an act being done, the act shall not be done; and\n    (b) nothing contained in the constitution prevents an act being done that the listing rules of the market require to be done; and\n    (c) if the listing rules of the market require an act to be done or not to be done, authority is given for that act to be done or not to be done (as the case may be); and\n    (d) if the listing rules of the market require the constitution to contain a provision and it does not contain such a provision, the constitution is taken to contain that provision; and\n    (e) if the listing rules of the market require the constitution not to contain a provision and it contains such a provision, the constitution is taken not to contain that provision; and\n    (f) if any provision of the constitution is or becomes inconsistent with the listing rules of the market, the constitution is taken not to contain that provision to the extent of the inconsistency.”.\n\n6 Registered scheme – compliance plan may incorporate provisions from another scheme’s plan as amended from time to time\n\n(1) Chapter 5C of the Act applies to a responsible entity of a registered scheme as if section 601HB were modified or varied as follows:\n\n(a) in subsection (1) after “time”, insert “or from time to time”; and\n\n(b) in subsection (2) after “time”, insert “or from time to time as the case may be”.\n\n(2) The declaration in subsection (1) applies where the compliance plan for the registered scheme (excluding any part incorporated by reference under section 601HB) contains a statement to the effect that the responsible entity will review the appropriateness of the compliance plan when any amendment is made to a part of a compliance plan that is incorporated by reference in it.\n\n7 Registered scheme – related bodies corporate and external members of compliance committee\n\nChapter 5C of the Act applies to a responsible entity of a registered scheme and to a member of a compliance committee of a registered scheme as if section 601JB were modified or varied as follows:\n\n(a) in subsection (3) after “(2)(a)”, insert “and paragraph (4)(a)”; and\n\n(b) in subsection (4) after “responsible entity” (wherever occurring), insert “or a related body corporate”.\n\n8 Retail CCIV – constitutional provisions for incorporating listing rules by reference\n\nPart 8B.3 of the Act applies in relation to all retail CCIVs as if that Part were modified or varied by inserting the following section after section 1223H:\n\n“1223J Retail CCIV – Incorporating listing rules by reference\n\n  “(1) Despite anything in this Subdivision, if:\n    (a) a retail CCIV or a sub-fund of a retail CCIV is admitted to the official list of an eligible Australian market or the corporate director of the retail CCIV is proposing to seek such admission; and\n    (b) a retail CCIV is required or permitted for the purposes of the listing rules of the eligible Australian market to include a listing rule consistency provision in its constitution;\n  the constitution of the retail CCIV may include a listing rule consistency provision.\n  (2) In this section:\n    eligible Australian market means a financial market operated by:\n    (a) Sydney Stock Exchange Limited ACN 080 399 220; or\n    (b) ASX Limited ACN 008 624 691.\n  listing rule consistency provision means, in relation to a retail CCIV or a sub-fund of a retail CCIV, and an eligible Australian market, a provision in the constitution of the retail CCIV to the effect that if the retail CCIV or the sub-fund of the retail CCIV is admitted to the official list of the market:\n    (a) notwithstanding anything contained in the constitution, if the listing rules of the market prohibit an act being done, the act shall not be done; and\n    (b) nothing contained in the constitution prevents an act being done that the listing rules of the market require to be done; and\n    (c) if the listing rules of the market require an act to be done or not to be done, authority is given for that act to be done or not to be done (as the case may be); and\n    (d) if the listing rules of the market require the constitution to contain a provision and it does not contain such a provision, the constitution is taken to contain that provision; and\n    (e) if the listing rules of the market require the constitution not to contain a provision and it contains such a provision, the constitution is taken not to contain that provision; and\n    (f) if any provision of the constitution is or becomes inconsistent with the listing rules of the market, the constitution is taken not to contain that provision to the extent of the inconsistency.”.\n\n  \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| 2017/125          | 4/7/2017 (see F2017L00874    | 5/7/2017             |                                                |\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 2           | rep. s48D LA  |\n| Section 3           | am. 2022/0940 |\n| Section 5 (heading) | rs. 2022/0940 |\n| Section 6 (heading) | rs. 2022/0940 |\n| Section 7 (heading) | rs. 2022/0940 |\n| Section 8           | ad. 2022/0940 |","sortOrder":0}],"analysis":{"flash_summary":{"complexity_score":4,"scope_assessment":{"changed":true,"description":"The instrument’s scope was expanded by a 2022 amendment (Instrument 2022/0940; registered 14/11/2022, commenced 15/11/2022) which added section 8 to apply equivalent listing‑rule incorporation relief to retail CCIVs and made related technical updates to headings and section references (see Endnotes 1–2)."},"complexity_factors":["Multiple targeted modifications to different Parts of the Corporations Act (Chapter 5C and Part 8B.3) requiring cross‑reference reading (see instrument preamble and ss 5–8).","Conditional application tied to market admission and to two named markets only (ASX and Sydney Stock Exchange) which creates fact‑sensitive triggers (ss 5(5), 8(1)).","Incorporation by reference mechanics that treat constitutional provisions as ‘taken to contain’ or ‘taken not to contain’ material from listing rules, which can create interpretive issues over scope and inconsistency (ss 5(5)(d)–(f), 8(2)(d)–(f)).","Changes to compliance plan rules to allow parts to be incorporated 'from time to time' and an express review obligation shifts ongoing compliance burdens onto responsible entities (s 6).","Extension of compliance committee rules to include related bodies corporate increases the range of persons subject to fit and proper / independence assessments (s 7).","Technical statutory drafting (insertion and variation of subsections) requires mapping of old and new subsection references for legal implementation and disclosure.","Interaction risk between corporate constitutions, market listing rules and statutory duties may require legal and governance work for each admission or amendment event."],"plain_english_summary":"This instrument lets responsible entities of registered schemes and retail CCIVs include a “listing rule consistency” clause in their constitutions so that, on admission to an eligible Australian market (ASX or Sydney Stock Exchange), that market’s listing rules operate as if part of the constitution. It also permits compliance plans to incorporate and follow parts of another scheme’s plan as amended, and broadens certain compliance‑committee/related‑body corporate rules. Who pays and decides: responsible entities bear the adoption and review costs; the eligible market’s listing rules determine required or prohibited acts (see ss 5–8)."},"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":3,"scope_assessment":{"changed":true,"description":"The original 2017 instrument focused solely on registered managed investment schemes (Chapter 5C of the Corporations Act). The 2022 amendment added section 8, which extends identical relief to retail Corporate Collective Investment Vehicles (CCIVs) under Part 8B.3 of the Act. This represents a significant expansion from the original scope, applying the same regulatory relief to a newer, distinct type of investment vehicle introduced by the Corporate Collective Investment Vehicle Framework and Other Measures Act 2022."},"complexity_factors":["Short instrument with only 8 operative sections","Minimal defined terms (only 'Act' defined in section 4)","Straightforward modifications using 'as if' legislative technique to amend primary legislation","No nested exceptions or complex conditional logic beyond simple 'if/then' structures","Clear structure with descriptive headings for each provision","Limited cross-referencing (only references to specific sections of the Corporations Act 2001)"],"plain_english_summary":"This instrument lets certain managed funds and retail CCIVs include clauses that automatically align their constitutions with ASX or Sydney Stock Exchange listing rules, permit them to adopt another fund’s compliance plan (including future updates), and broaden who may sit on compliance committees. It affects fund managers, CCIV directors and investors, reducing costly rule-change formalities and making exchange listing more practical while keeping oversight safeguards."}},"importantCases":[],"_links":{"self":"/api/acts/asic-corporations-chapter-5c-miscellaneous-provisions-instrument-2017-125","history":"/api/acts/asic-corporations-chapter-5c-miscellaneous-provisions-instrument-2017-125/history","analysis":"/api/acts/asic-corporations-chapter-5c-miscellaneous-provisions-instrument-2017-125/analysis","conflicts":"/api/acts/asic-corporations-chapter-5c-miscellaneous-provisions-instrument-2017-125/conflicts","importantCases":"/api/acts/asic-corporations-chapter-5c-miscellaneous-provisions-instrument-2017-125/important-cases","documents":"/api/acts/asic-corporations-chapter-5c-miscellaneous-provisions-instrument-2017-125/documents"}}