{"id":"F2026L00340","name":"ASIC Corporations (Debenture Prospectuses) Instrument 2026/91","slug":"asic-corporations-debenture-prospectuses-instrument-2026-91","collection":"legislative_instrument","jurisdiction":"commonwealth","status":"in_force","isInForce":true,"actNumber":null,"makingDate":null,"administeringDepartment":null,"currentVersion":{"id":107906,"registerId":"commonwealth-F2026L00340-current","compilationNumber":null,"startDate":"2026-04-03","status":"InForce","reasons":null,"registeredAt":null},"sections":[{"sectionNumber":"1","sectionType":"section","heading":"ASIC Corporations (Debenture Prospectuses) Instrument 2026/91","content":"![Commonwealth Coat of Arms and ASIC logo](image.001.png)\n\nASIC Corporations (Debenture Prospectuses) Instrument 2026/91\n\nI, Amanda Zeller, delegate of the Australian Securities and Investments Commission, make the following legislative instrument.\n\nDate 23 March 2026\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 Schedules....................................................3\n\n5 Simplified outline of this instrument...............................3\n\n6 Definitions...................................................3\n\nPart 2—Declaration 4\n\n7 Debenture prospectuses—interest rate and term information............4\n\nPart 3—Repeal 8\n\n8 Repeal.......................................................8\n\nSchedule 1—Repeals 9\n\nASIC Corporations (Debenture Prospectuses) Instrument 2016/75..........9\n\nPart 1—Preliminary\n\n1 Name of legislative instrument\n\nThis is the ASIC Corporations (Debenture Prospectuses) Instrument 2026/91.\n\n2 Commencement\n\nThis instrument commences on the later of:\n\n(a) the day after it is registered on the Federal Register of Legislation; and\n\n(b) 1 April 2026.\n\n> Note: The register may be accessed at www.legislation.gov.au.\n\n3 Authority\n\nThis instrument is made under subsection 741(1) of the Corporations Act 2001.\n\n4 Schedules\n\nEach instrument that is specified in a Schedule to this instrument is amended or repealed as set out in the applicable items in the Schedule concerned, and any other item in a Schedule to this instrument has effect according to its terms.\n\n5 Simplified outline of this instrument\n\nThis instrument modifies the prospectus content requirements in Chapter 6D of the Act for offers of debentures by a body in the ordinary course of its business.\n\nSubject to various requirements, the relief allows the interest rate and term information relating to the offer to be set out in the most recent application form lodged with ASIC from time to time, or to be easily accessed by applicants by other means free of charge, rather than in the prospectus itself.\n\n6 Definitions\n\nIn this instrument:\n\nAct means the Corporations Act 2001.\n\nPart 2—Declaration\n\n7 Debenture prospectuses—interest rate and term information\n\nChapter 6D of the Act applies to all persons as if the Chapter were modified or varied as follows:\n\n(a) after subsection 712(6), insert:\n\n“Prospectus for an offer of debentures may simply refer to an application form lodged with ASIC\n\n(7) Subsections (8), (9) and (10) apply to an offer of a body’s debentures for issue in the ordinary course of its business where a prospectus for the offer is lodged with ASIC.\n\n(8) Instead of setting out information about the interest rate and term relevant to the offer, the prospectus may simply refer to an application form which is used for the offer containing that information and which has been lodged with ASIC under this subsection from time to time. The reference must:\n\n(a) state that the interest rate and the term of the debentures offered is subject to change from time to time; and\n\n(b) state that:\n\n(i) information about the current interest rate and term for the debentures offered will be set out in the application form most recently lodged with ASIC; and\n\n(ii) a copy of that application form will be given by the body to any person who asks for it during the application period of the prospectus; and\n\n(c) explain that a person that applies for the debentures may have rights to be repaid application monies if the application is made on an application form that is not the application form most recently lodged with ASIC.\n\n(9) The application form referred to under subsection (8) is taken to be included in the prospectus.\n\n(10) If the prospectus is taken to include an application form under subsection (8), the body making the offer must give a copy of the application form free of charge to any person who asks for it during the application period of the prospectus.”;\n\n(b) after section 712, insert:\n\n“712A Prospectus content for debentures—interest rate and term information otherwise available\n\n(1) This section applies to an offer of a body’s debentures for issue in the ordinary course of its business where:\n\n(a) the debentures have a term of no more than 5 years; and\n\n(b) a prospectus for the offer is lodged with ASIC.\n\n(2) Despite sections 710, 711 and 713, the prospectus need not specify the interest rate or the term of the debentures.\n\n(3) Subsection (2) applies where all of the following are satisfied:\n\n(a) the prospectus clearly and prominently:\n\n(i) explains how an applicant may ascertain the interest rate and term of each debenture offered at any time; and\n\n(ii) advises the applicant to confirm the currency of any interest rate for the debentures prior to completing an application; and\n\n(iii) states that a person that applies for the debentures may have rights to be repaid application monies if the application form does not specify an interest rate, an amount or a term, or specifies an interest rate which is not the current interest rate for debentures of the amount and term specified by the applicant;\n\n(b) the application form makes provision for the applicant to specify or select the interest rate and term applicable to the debenture for which the application is made;\n\n(c) the means by which an applicant may ascertain the interest rate and term are easily accessible and free of charge, having regard to the kinds of persons likely to consider applying for the debentures;\n\n(d) any change in the interest rate or term of a debenture is advertised in any media in which interest rates and changes in interest rates have been regularly advertised and notified promptly to each person from whom a copy of the prospectus is available and who regularly processes applications for debentures under the prospectus.”;\n\n(c) after section 725, insert:\n\n“725AA Out-of-date, incorrect or incomplete applications for debentures\n\n(1) This section applies to a body relying on subsection 712(8) or section 712A in relation to an offer of debentures and who receives an application using an incorrect application form.\n\n(2) The body must deal with the application under subsection (3) unless subsection (4) says otherwise.\n\n(3) The body must:\n\n(a) repay the money received by it from the applicant; or\n\n(b) give the applicant:\n\n(i) a notice that informs them that their application was made using an incorrect application form and of their rights under this section; and\n\n(ii) for a body relying on subsection 712(8)—a copy of the application form most recently lodged with ASIC; and\n\n(iii) for a body relying on section 712A—details of the current interest rate for debentures of the amount and the term specified by the applicant in the application form; and\n\n(iv) 1 month to withdraw their application and be repaid; or\n\n(c) issue the debentures to the applicant at the current interest rate and give them:\n\n(i) the notice referred to in subparagraph (b)(i); and\n\n(ii) 1 month to withdraw their application and be repaid.\n\n(4) Subsection (3) does not apply if:\n\n(a) the interest rate specified in the incorrect application form is higher than the current interest rate for debentures of the amount and term specified in the application; and\n\n(b) the body elects to issue the debentures the subject of the application to the applicant at that higher interest rate.\n\n(5) For the purposes of this section:\n\ncurrent interest rate means the interest rate offered by the body for debentures of the specified amount and term on the day that the application is received by it.\n\nincorrect application form means either of the following:\n\n(a) for a body relying on subsection 712(8)—an application form in relation to which the body does not have reasonable grounds to believe is a copy of the application form most recently lodged by the body with ASIC;\n\n(b) for a body relying on section 712A—an application form that:\n\n(i) does not specify an interest rate, an amount or a term; or\n\n(ii) specifies an interest rate which is not the current interest rate for debentures of the amount and term specified by the applicant.”;\n\n(d) after subsection 727(2), insert:\n\n“(2A) If a body relies on subsection 712(8) to make an offer of its debentures for issue, the body must not make an offer of debentures, or distribute a prospectus for an offer of debentures, unless:\n\n(a) an application form for the offer has been lodged with ASIC; and\n\n(b) the offer or prospectus is accompanied by a copy of the application form most recently lodged with ASIC.”.\n\nPart 3—Repeal\n\n8 Repeal\n\nThis instrument is repealed at the start of 1 April 2031.\n\n  \n\nSchedule 1—Repeals\n\nASIC Corporations (Debenture Prospectuses) Instrument 2016/75\n\n1 The whole of the instrument\n\nRepeal the instrument.","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":6,"scope_assessment":{"changed":true,"description":"The instrument replaces the earlier 2016 instrument in full and provides new, conditional relief allowing interest-rate and term information to be excluded from prospectuses and referenced elsewhere. It narrows one pathway to debentures of up to 5 years (section 712A) and adds operational duties (lodgement with ASIC, mandatory free provision of application forms, advertising of rate changes, and a statutory regime for incorrect applications (725AA)). It is temporary in duration (repeal 1 April 2031), altering the prior, ongoing regulatory framework."},"complexity_factors":["Two alternative compliance paths: reference to an ASIC‑lodged application form under new subsection 712(8) and a broader omission regime in new section 712A with additional conditions.","Eligibility constraint for section 712A: applies only where debentures have term no more than 5 years (712A(1)).","Operational obligations on issuers: lodge the application form with ASIC, accompany prospectus with the most recently lodged form, give free copies on request, and advertise rate changes in customary media (712(8), 712A(3)(c),(d), inserted (2A)).","Detailed consumer‑protection mechanics for incorrect/out‑of‑date applications: repayment, notice, option to issue at current rate, and a 1‑month withdrawal window (new section 725AA with definitions of current interest rate and incorrect application form).","Cross‑references and modifications of multiple Corporations Act provisions (inserting multiple subsections after 712 and 725 and after 727(2)), increasing statutory navigation burden.","Time‑limited instrument and repeal of the prior instrument: this instrument is repealed 1 April 2031 and fully repeals ASIC Corporations (Debenture Prospectuses) Instrument 2016/75 (Part 3; Schedule 1).","Administrative compliance risk: issuers must promptly update and advertise changes and keep proof of copies provided and forms lodged, creating monitoring and recordkeeping demands.","Potential for operational edge cases (e.g. applicant relies on an incorrect application form or enumerated higher/lower rates) requiring issuer discretion under prescribed options (725AA(3)–(4))."],"plain_english_summary":"This instrument lets issuers of debentures offered in the ordinary course omit the interest-rate and term details from the prospectus and instead refer to an application form lodged with ASIC or to other free, easily accessible means. It affects bodies issuing short-term debentures (≤5 years) and prospective investors: issuers must lodge and provide the current application form, notify and advertise changes, and follow prescribed steps for out‑of‑date or incorrect applications (including refunds), while applicants must confirm current rates before applying."},"kimi_summary":{"content_quality":"ok","complexity_score":4,"scope_assessment":{"changed":false,"description":"The instrument maintains the same scope as its predecessor (ASIC Corporations (Debenture Prospectuses) Instrument 2016/75), which it explicitly repeals and replaces. The relief provisions cover the same subject matter—prospectus content requirements for debenture offers—with updated mechanisms but no expansion into new areas of regulation."},"complexity_factors":["Multiple overlapping pathways for compliance (subsection 712(8) vs section 712A) with subtly different conditions","Nested conditional logic in section 725AA with 4 subsections and cross-references between compliance pathways","Defined term 'incorrect application form' that varies meaning depending on which compliance pathway the company uses","Cross-references to Chapter 6D of the Corporations Act 2001 (external legislation)","Temporal conditions (application periods, 1-month withdrawal windows, 5-year term limits)","Dual commencement triggers (registration date vs fixed date)","Automatic repeal mechanism with specific date"],"plain_english_summary":"This instrument lets companies issuing debentures omit fixed interest rates and repayment terms from the prospectus, instead referencing an application form lodged with ASIC or other free sources (e.g., a website). It preserves investor safeguards if they rely on an out-of-date form—notification, a month to withdraw, or honouring better terms—and requires companies to advertise rate changes.\n\nIt affects issuers and retail debenture buyers, reduces paperwork for frequent issuers, and expires 1 April 2031."}},"importantCases":[],"_links":{"self":"/api/acts/asic-corporations-debenture-prospectuses-instrument-2026-91","history":"/api/acts/asic-corporations-debenture-prospectuses-instrument-2026-91/history","analysis":"/api/acts/asic-corporations-debenture-prospectuses-instrument-2026-91/analysis","conflicts":"/api/acts/asic-corporations-debenture-prospectuses-instrument-2026-91/conflicts","importantCases":"/api/acts/asic-corporations-debenture-prospectuses-instrument-2026-91/important-cases","documents":"/api/acts/asic-corporations-debenture-prospectuses-instrument-2026-91/documents"}}