{"id":"F2025L01148","name":"ASIC Corporations (Compromises or Arrangements) Instrument 2025/613","slug":"asic-corporations-compromises-or-arrangements-instrument-2025-613","collection":"legislative_instrument","jurisdiction":"commonwealth","status":"in_force","isInForce":true,"actNumber":null,"makingDate":null,"administeringDepartment":null,"currentVersion":{"id":106909,"registerId":"commonwealth-F2025L01148-current","compilationNumber":null,"startDate":"2026-04-03","status":"InForce","reasons":null,"registeredAt":null},"sections":[{"sectionNumber":"1","sectionType":"section","heading":"ASIC Corporations (Compromises or Arrangements) Instrument 2025/613","content":"![Commonwealth Coat of Arms and ASIC logo](image.001.png)\n\nASIC Corporations (Compromises or Arrangements) Instrument 2025/613\n\nI, Amanda Zeller, delegate of the Australian Securities and Investments Commission, make the following legislative instrument.\n\nDate 19 September 2025\n\nAmanda Zeller\n\nContents\n\nPart 1—Preliminary 3\n\n1 Name of legislative instrument....................................3\n\n2 Commencement...............................................3\n\n3 Authority....................................................3\n\n4 Definitions...................................................3\n\nPart 2—Exemptions 4\n\n5 Disclosure relief for foreign compromises or arrangements.............4\n\n6 Disclosure relief for Part 5.1 compromises or arrangements.............4\n\nPart 3—Declaration 6\n\n7 Disclosure relief for Part 5.1 compromises or arrangements: legislative drafting clarification 6\n\nPart 4—Repeal 6\n\n8 Repeal.......................................................6\n\nPart 1—Preliminary\n\n1 Name of legislative instrument\n\nThis is the ASIC Corporations (Compromises or Arrangements) Instrument 2025/613.\n\n2 Commencement\n\nThis instrument commences on the day after it is registered on the Federal Register of Legislation.\n\n> Note: The register may be accessed at www.legislation.gov.au.\n\n3 Authority\n\nThis instrument is made under subsections 741(1) and 1020F(1) of the Corporations Act 2001.\n\n4 Definitions\n\nIn this instrument:\n\nAct means the Corporations Act 2001.\n\nadviser means:\n\n(a) a financial services licensee; or\n\n(b) an authorised representative of a financial services licensee.\n\neligible foreign country means each of the following:\n\n(a) Hong Kong;\n\n(b) Malaysia;\n\n(c) New Zealand;\n\n(d) Singapore;\n\n(e) South Africa;\n\n(f) United Kingdom.\n\nforeign compromise or arrangement means a compromise or arrangement that is:\n\n(a) between a foreign company and its members or any class of them; and\n\n(b) regulated by or under a law that is in force in or in a part of an eligible foreign country.\n\nPart 2—Exemptions\n\n5 Disclosure relief for foreign compromises or arrangements\n\nSecurities\n\n(1) A person does not have to comply with Part 6D.2 or 6D.3 of the Act where the person offers securities for issue or sale under a foreign compromise or arrangement that the person reasonably believes is made in accordance with laws that, as at the date of the offer, are in force in or in a part of an eligible foreign country.\n\n(2) A person that makes a sale offer of securities within 12 months after the issue of the securities does not have to comply with Part 6D.2 or 6D.3 of the Act in relation to the sale offer where the securities were issued or transferred under a foreign compromise or arrangement.\n\nOther financial products\n\n(3) A person does not have to comply with section 1012B or 1012C of the Act where the person:\n\n(a) issues or sells; or\n\n(b) makes an offer to issue or sell; or\n\n(c) makes an offer to arrange for the issue of;\n\na financial product under a foreign compromise or arrangement that the person reasonably believes is made in accordance with the laws that, as at the date of the issue, sale or offer (as the case may be), are in force in or in a part of an eligible foreign country.\n\n(4) A person that makes a sale offer of a financial product within 12 months after the issue of the product does not have to comply with section 1012C of the Act in relation to the sale offer where the product was issued or transferred under a foreign compromise or arrangement.\n\n(5) An adviser does not have to comply with section 1012A of the Act where the adviser makes a recommendation to acquire a financial product under a foreign compromise or arrangement.\n\n6 Disclosure relief for Part 5.1 compromises or arrangements\n\n(1) A person does not have to comply with section 1012B or 1012C of the Act where the person:\n\n(a) issues or sells; or\n\n(b) makes an offer to issue or sell; or\n\n(c) makes an offer to arrange for the issue of;\n\na financial product under a compromise or arrangement under Part 5.1 of the Act approved at a meeting held, or to be considered at a meeting to be held, as a result of an order under subsection 411(1) or (1A) of the Act.\n\n(2) A person that makes a sale offer of a financial product within 12 months after the issue of the product does not have to comply with section 1012C of the Act in relation to the sale offer where the product was issued or transferred under a compromise or arrangement under Part 5.1 of the Act approved at a meeting held as a result of an order under subsection 411(1) or (1A) of the Act.\n\n(3) An adviser does not have to comply with section 1012A of the Act where the adviser makes a recommendation to acquire a financial product under a compromise or arrangement under Part 5.1 of the Act approved at a meeting held, or to be considered at a meeting to be held, as a result of an order under subsection 411(1) or (1A) of the Act.\n\nPart 3—Declaration\n\n7 Disclosure relief for Part 5.1 compromises or arrangements: legislative drafting clarification\n\n(1) Chapter 6D of the Act applies to all persons as if subsection 708(17) were modified or varied by omitting “approved at a meeting held” and substituting “approved at a meeting held, or to be considered at a meeting to be held,”.\n\n(2) Part 7.9 of the Act applies in relation to a person making an unsolicited offer to purchase a financial product as if subparagraph 1019D(1)(d)(iii) were modified or varied by omitting “approved at a meeting held” and substituting “approved at a meeting held, or to be considered at a meeting to be held,”.\n\nPart 4—Repeal\n\n8 Repeal\n\nThis instrument is repealed at the start of 1 October 2030.","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"},"flash_summary":{"complexity_score":5,"scope_assessment":{"changed":true,"description":"The instrument narrows the application of Australian disclosure obligations by creating explicit exemptions for offers and sales tied to foreign compromises/arrangements and specified Part 5.1 schemes (see cls 5 and 6). It also modifies how Chapter 6D and Part 7.9 operate in relation to those Part 5.1 schemes by altering the relevant wording (cl 7). The changes are time‑limited (repeal at start of 1 Oct 2030) and introduce a 'reasonable belief' compliance threshold (cls 5(1), 5(3))."},"complexity_factors":["Cross‑border scope — relief applies only to compromises or arrangements governed by law in a limited list of ‘eligible foreign country’ jurisdictions (definition in cl 4).","Multiple statutory cross‑references — the instrument modifies or disapplies several Corporations Act provisions (Part 6D.2/6D.3; ss 1012A–1012C; Chapter 6D; Part 7.9) (cls 5–7).","Reasonable belief standard — reliance is permitted where the person 'reasonably believes' the foreign law applies (cls 5(1), 5(3)), creating subjective assessment and potential compliance risk.","Temporal resale carve‑outs — separate 12‑month resale exceptions for offers after issue (cls 5(2), 5(4), 6(2)), adding timing complexity for secondary sales.","Targeted domestic scheme relief — specific treatment for Part 5.1 compromises effected after court orders under s411, including a drafting clarification altering application of Chapter 6D and Part 7.9 (cl 6; cl 7).","Delegated instrument mechanics — made by an ASIC delegate under ss 741(1) and 1020F(1), meaning practical application depends on regulator interpretation and market practice (cl 3).","Sunset clause — the instrument is time‑limited and repeals on 1 October 2030, requiring future transition planning (cl 8)."],"plain_english_summary":"This instrument exempts issuers, sellers and financial advisers from certain Australian disclosure rules when securities or other financial products are issued, sold or recommended under compromises or arrangements governed by the laws of six named foreign jurisdictions or under Part 5.1 schemes approved following an order under s411. Affected parties may rely on a reasonable‑belief test and the instrument also adjusts how parts of Chapter 6D and Part 7.9 apply in those Part 5.1 scenarios. Issuers and advisers decide to use the relief; investors face reduced Australian disclosure. The relief expires 1 October 2030."},"kimi_summary":{"content_quality":"ok","complexity_score":4,"scope_assessment":{"changed":false,"description":"The instrument appears consistent with its stated purpose of providing targeted disclosure relief for corporate restructuring scenarios. The scope covers foreign schemes and domestic Part 5.1 schemes as indicated by the title and preliminary provisions. The technical amendments in Part 3 clarify rather than expand the scope."},"complexity_factors":["Multiple cross-references to specific sections of the Corporations Act 2001 (Parts 6D.2, 6D.3, 7.9, sections 1012A, 1012B, 1012C, 1019D, subsection 411(1) and (1A))","Nested conditional logic in sections 5 and 6 with multiple subsections covering different scenarios (securities vs other financial products, initial offers vs sale offers within 12 months)","Defined terms list includes 6 specific items but relies heavily on external definitions from the Corporations Act","Modification of primary legislation through 'as if' declarations in Part 3, requiring readers to mentally substitute text in the parent Act","Temporal conditions (12-month windows for sale offers) and reasonableness tests ('reasonably believes')","Geographic limitations restricting relief to 6 named eligible foreign countries"],"plain_english_summary":"This instrument exempts certain offers of securities or financial products from Australian disclosure rules where they arise from specified foreign restructurings (in six listed jurisdictions) or from Australian court‑approved schemes of arrangement under Part 5.1. It thus affects those foreign and Australian companies, financial advisers recommending the products, and investors receiving scheme offers.\n\nThe change avoids duplicative disclosure by recognising foreign legal processes and scheme approval as investor protection. The relief automatically expires 1 October 2030."}},"importantCases":[],"_links":{"self":"/api/acts/asic-corporations-compromises-or-arrangements-instrument-2025-613","history":"/api/acts/asic-corporations-compromises-or-arrangements-instrument-2025-613/history","analysis":"/api/acts/asic-corporations-compromises-or-arrangements-instrument-2025-613/analysis","conflicts":"/api/acts/asic-corporations-compromises-or-arrangements-instrument-2025-613/conflicts","importantCases":"/api/acts/asic-corporations-compromises-or-arrangements-instrument-2025-613/important-cases","documents":"/api/acts/asic-corporations-compromises-or-arrangements-instrument-2025-613/documents"}}