{"id":"F2016L01328","name":"ASIC Corporations (Disclosing Entities) Instrument 2016/190","slug":"asic-corporations-disclosing-entities-instrument-2016-190","collection":"legislative_instrument","jurisdiction":"commonwealth","status":"in_force","isInForce":true,"actNumber":null,"makingDate":null,"administeringDepartment":null,"currentVersion":{"id":94877,"registerId":"commonwealth-F2016L01328-current","compilationNumber":null,"startDate":"2026-04-02","status":"InForce","reasons":null,"registeredAt":null},"sections":[{"sectionNumber":"1","sectionType":"section","heading":"ASIC Corporations (Disclosing Entities) Instrument 2016/190","content":"![Commonwealth Coat of Arms and ASIC logo](image.001.png)\n\nASIC Corporations (Disclosing Entities) Instrument 2016/190\n\nAbout this compilation\n\nCompilation No. 2\n\nThis is a compilation of ASIC Corporations (Disclosing Entities) Instrument 2016/190 as in force on 5 January 2024. 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](#_Toc172558122)\n\n[1 Name of legislative instrument](#_Toc172558123)\n\n[3 Authority](#_Toc172558124)\n\n[4 Definitions](#_Toc172558125)\n\n[Part 2—Orders](#_Toc172558126)\n\n[5 Entities that stop being disclosing entities before the reporting deadline](#_Toc172558127)\n\n[6 Disclosing entities with short first financial years](#_Toc172558128)\n\n[Endnotes](#_Toc172558129)\n\n[Endnote 1—Instrument history](#_Toc172558130)\n\n[Endnote 2—Amendment history](#_Toc172558131)\n\nPart 1—Preliminary\n\n1 Name of legislative instrument\n\nThis is the ASIC Corporations (Disclosing Entities) Instrument 2016/190.\n\n3 Authority\n\nThis instrument is made under subsection 341(1) of the Corporations Act 2001.\n\n4 Definitions\n\nIn this instrument:\n\nAct means Corporations Act 2001.\n\ndisclosing entity:\n\n(a) a retail CCIV is a disclosing entity in relation to a sub-fund of the retail CCIV if any securities referable (within the meaning of subsection 1232F(2) of the Act) to the sub-fund are ED securities; and\n\n(b) otherwise, disclosing entity has the same meaning as in section 9 of the Act.\n\nPart 2—Orders\n\n5 Entities that stop being disclosing entities before the reporting deadline\n\nRelief\n\n(1) A company (the entity) or registered scheme (the entity) that is a disclosing entity at the end of its financial year (the relevant financial year) does not have to comply with the requirements of Chapter 2M of the Act to the extent that those requirements apply to the entity as a disclosing entity if the entity stops being a disclosing entity:\n\n(a) in the case of a company—before the earlier of:\n\n    (i) the day 3 months after the end of the relevant financial year; and\n    (ii) if the company is required to have an AGM, 21 days before the date of the next AGM after the end of that year; and\n\n(b) in the case of a scheme—before the day 3 months after the end of the relevant financial year.\n\n(1A) A retail CCIV (the entity) that is a disclosing entity in relation to a sub-fund of the retail CCIV at the end of its financial year (the relevant financial year) does not have to comply with the requirements of Chapter 2M of the Act to the extent that those requirements apply to the entity as a disclosing entity in relation to the sub-fund, if the entity stops being a disclosing entity in relation to the sub-fund before the day 3 months after the end of the relevant financial year.\n\nWhere relief applies\n\n(2) The relief in subsection (1) is available where:\n\n(a) in the case of:\n\n(i) a company or scheme—the entity complies with Chapter 2M of the Act as if it had not been a disclosing entity at the end of the relevant financial year; and\n\n(ii) a retail CCIV—the retail CCIV complies with Chapter 2M of the Act in relation to the sub-fund as if it had not been a disclosing entity in relation to the sub-fund at the end of the relevant financial year; and\n\n(b) the directors of the entity resolve before the earlier of the days in paragraph (1)(a) or the day in paragraph (1)(b) (as relevant) that there are no reasons to believe that the entity may become a disclosing entity (or in the case of a retail CCIV, a disclosing entity in relation to the sub-fund) before the end of the financial year immediately after the relevant financial year.\n\n6 Disclosing entities with short first financial years\n\nRelief\n\n(1) None of the following (each an entity) has to comply with sections 302 or 306 of the Act for a half-year within the entity’s first financial year (the relevant financial year) where that year lasts for 8 months or less:\n\n(a) a company that is a disclosing entity;\n\n(b) a registered scheme that is a disclosing entity;\n\n(c) a retail CCIV that is a disclosing entity in relation to a sub-fund of the retail CCIV.\n\nWhere relief applies\n\n(2) The relief in subsection (1) is available where:\n\n(a) either:\n\n    (i) the entity:\n      (A) is listed; and\n      Note 1: A retail CCIV will be listed if its single sub-fund is included in such an official list even if the retail CCIV is not so included (see the definition of listed in section 9 of the Act).\n      Note 2: Neither a retail CCIV that has more than one sub-fund nor such a sub-fund may be listed: see section 1222N of the Act.\n      (B) gives to the operator of each prescribed financial market in relation to which the entity is listed a notice which explains the effect of this section and states that the entity intends to rely on it; or\n    (ii) the entity:\n      (A) is unlisted; and\n      (B) gives to ASIC a notice which states that the entity intends to rely on this section; and\n\n(b) in the case of:\n\n(i) a company or scheme—the directors’ report of the entity for the relevant financial year explains the effect of this section and states that the entity relied on it; and\n\n(ii) a retail CCIV—the directors’ report of the retail CCIV in relation to the sub-fund for the relevant financial year explains the effect of this section and states that the retail CCIV relied on it in relation to the sub-fund.\n\nThe notice referred to in sub-subparagraph (a)(i)(B) or (a)(ii)(B) must be given to the operator or ASIC (as relevant) on or before the deadline for lodging the reports which would have been required to be prepared by section 302 of the Act but for this section.\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| 2016/190          | 25/8/2016 (see F2016L01328)  | 26/8/2016            |                                                |\n| 2016/1182         | 15/12/2016 (see F2016L01957) | 20/12/2016           | -                                              |\n| 2023/142          | 4/1/2024 (see F2024L00024)   | 5/1/2024             |                                                |\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 4          | am. 2023/142   |\n| Subsection 5(1)    | am. 2023/142   |\n| Subsection 5(1A)   | ad. 2023/142   |\n| Subsection 5(2)    | am. 2023/142   |\n| Subsection 5(3)    | rep. 2016/1182 |\n| Subsection 6(1)    | rs. 2023/142   |\n| Subsection 6(2)    | am. 2023/142   |","sortOrder":0}],"analysis":{"flash_summary_failed":{"failed":true,"reason":"Unauthenticated. Configure AI_GATEWAY_API_KEY or use a provider module. Learn more: https://ai-sdk.dev/unauthenticated-ai-gateway","source":"analysis-cron"},"flash_summary":{"complexity_score":4,"scope_assessment":{"changed":true,"description":"The instrument was originally a narrow relief for entities with short reporting periods. Amendments (notably in 2023) explicitly extended relief and tailored it to retail CCIVs (inserting subsection 5(1A) and updating subsection 6(1)), broadening the set of entities that can rely on the instrument. The 2023 changes therefore expanded scope to cover retail CCIV sub‑funds and adjusted the mechanics of the relief (see amendment history in Endnote 2 and the added subsections 5(1A) and changes to section 6)."},"complexity_factors":["Short instrument (three operative sections) but multiple cross‑references to the Corporations Act (sections 9, 302, 306, 1232F(2), 1222N, and subsection 341(1))","Several conditional relief paths (different tests for companies, schemes and retail CCIV sub‑funds) creating branching logic (sections 5(1), 5(1A), 6(1))","Notice and reporting conditions differ by whether entity is listed or unlisted (section 6(2)(a)(i) vs (ii))","Director resolution requirement with subjective factual assessment (section 5(2)(b))","Definitions section adds a special definition for retail CCIVs which interacts with other Corporations Act definitions (section 4)","Recent amendments added and reorganised subsections (see endnote amendment history), requiring attention to versions"],"plain_english_summary":"**What this instrument does (mechanically)\n\n- This ASIC instrument gives limited relief from certain continuous disclosure and reporting obligations in the Corporations Act (Chapter 2M and specific sections) for two narrow situations: (a) when an entity that was a disclosing entity stops being one shortly after the end of a financial year (see section 5); and (b) when a disclosing entity’s first financial year is short (8 months or less), so the entity does not have to produce the usual half‑year reports for the first year (see section 6).\n\n- The relief is conditional. For entities that cease to be disclosing entities, relief applies only if the cessation happens within set time windows after year‑end and certain director resolutions are passed (section 5(1)–(2)). For short first financial years, relief applies only if the entity is listed and notifies the market operator, or is unlisted and notifies ASIC, and the directors’ report records that the entity relied on the relief (section 6(1)–(2)).\n\nWho this affects\n\n- Companies and registered schemes that are \"disclosing entities\" under the Corporations Act (section 4). That includes ordinary listed companies and registered managed investment schemes. (Section references: definitions in section 4 and relief in sections 5–6.)\n\n- Retail Corporate Collective Investment Vehicles (retail CCIVs) are expressly covered by the instrument where they are disclosing entities in relation to a sub‑fund. The instrument treats a retail CCIV that ceases to be a disclosing entity for a sub‑fund, or that has a short first financial year, in a similar way to companies or schemes (see section 4 definition and subsections 5(1A) and 6(1)(c)).\n\nWhy it matters (official purpose and practical effects)\n\n- Official purpose-claim: ASIC’s stated effect is to avoid imposing Chapter 2M (continuous disclosure and periodic reporting) obligations in situations where keeping to the usual schedule would be anomalous or unnecessarily burdensome — for example, when an entity has effectively stopped being a disclosing entity soon after year‑end, or when the first reporting period is very short (see sections 5 and 6).\n\n- Practical effect on behaviour and costs:\n  - Entities that meet the conditions pay lower compliance costs for the limited reporting obligations covered (sections 5–6). That reduces preparation, audit and lodgement work for those specific filings.\n  - Directors must make a formal resolution saying there are no reasons to expect the entity will again be a disclosing entity next year (section 5(2)(b)). That places a legal governance checkpoint on the decision to rely on the relief.\n  - Listed entities must notify the relevant market operator that they intend to rely on the relief; unlisted entities must notify ASIC (section 6(2)(a)). The directors’ report must record reliance on the relief (section 6(2)(b)). These notice and reporting steps create traceability and public record.\n\nTesting the purpose-claim against trade-offs, incentives and risks\n\n- Benefits: The instrument directly reduces compliance cost and effort for qualifying entities in narrowly defined circumstances (sections 5 and 6). This is a predictable, administrative saving for affected firms.\n\n- Costs and information effects: Relief reduces the amount or timing of public financial information available to investors for the affected reporting period. That can increase information asymmetry for investors in the short run. The instrument mitigates this by limiting relief to short time windows and requiring public notices or statements in the directors’ report (section 6(2); section 5(2)(a)).\n\n- Incentives and behaviour: Because relief requires directors to resolve there are no reasons to believe the entity will become a disclosing entity again next year (section 5(2)(b)), there is an incentive for directors to document their assessment. However, that is a subjective test and could be open to hindsight challenge if facts change.\n\n- Implementation and compliance burden: The relief reduces the major reporting burden but introduces smaller administrative steps: giving notices to ASIC or market operators, and adding explanatory material to the directors’ report (section 6(2)(a)–(b)).\n\n- Effects on markets and private enterprise: The instrument slightly lowers compliance costs for affected entities, which can modestly improve administrative efficiency. It does not change ownership, contract freedom, or competition rules. The main market effect is on the timing and availability of disclosure that market participants use to price securities.\n\nConcentrated benefits, diffuse costs and capture risk (mechanism‑based)\n\n- Concentrated benefits: Entities that cease to be disclosing entities shortly after year‑end, or with short first financial years, receive direct financial and administrative benefit (sections 5 and 6).\n\n- Diffuse costs: Potentially affected investors and market users face the cost of reduced or delayed public reporting for the specific periods covered. The instrument’s notice and reporting requirements (section 6(2)) are intended to keep that cost visible.\n\n- Capture risk: The relief is narrow and conditional; there is limited scope for routine exploitation because timing limits and public notice requirements tightly constrain who can rely on it (sections 5 and 6).\n\nKey procedural requirements (short checklist)\n\n- If an entity stops being a disclosing entity within the permitted window after year‑end, directors must pass a resolution that there are no reasons to believe the entity will become a disclosing entity in the next financial year to rely on relief (section 5(2)(b)).\n- For a short first financial year (8 months or less), listed entities must notify each relevant market operator and unlisted entities must notify ASIC before the usual lodgement deadline; the directors’ report must explain and record reliance on the instrument (section 6(1)–(2)).\n\nPrimary statutory references: ASIC Corporations (Disclosing Entities) Instrument 2016/190, sections 4, 5 and 6; Corporations Act 2001 cross‑references used in the instrument: sections 9, 302, 306, 1232F(2), 1222N and subsection 341(1).\n\n"},"kimi_summary":{"content_quality":"ok","complexity_score":3,"scope_assessment":{"changed":false,"description":"The instrument remains tightly focused on its original purpose: providing targeted relief from Chapter 2M reporting obligations for disclosing entities in specific transitional scenarios. The 2023 amendments expanded coverage to include retail CCIVs, but this was a technical update to accommodate a new entity type rather than a fundamental expansion of scope. The core mechanics (early exit relief and short first year relief) remain unchanged from the 2016 original."},"complexity_factors":["Short instrument (only 6 substantive sections)","Minimal defined terms (only 2: 'Act' and 'disclosing entity')","Simple conditional structure (if X, then relief available, provided Y)","Limited cross-referencing (only references to Chapter 2M and specific sections of the Corporations Act)","Some nested conditions in section 6(2) requiring notification to different parties depending on listed status","Recent amendments (2023) added retail CCIV provisions, creating parallel but slightly different rules for sub-funds vs. companies/schemes"],"plain_english_summary":"This instrument temporarily loosens some Corporations Act reporting obligations for disclosing entities and retail CCIVs in narrow cases. It lets entities that cease to be disclosing entities soon after year-end avoid extra disclosing-entity disclosures, provided directors treat them as non-disclosing and don’t expect to revert, and it exempts new disclosing entities with very short (≤8-month) first years from producing a half‑year report if they notify regulators.\n\nIt cuts unnecessary compliance where full disclosing‑entity reporting would be disproportionate."}},"importantCases":[],"_links":{"self":"/api/acts/asic-corporations-disclosing-entities-instrument-2016-190","history":"/api/acts/asic-corporations-disclosing-entities-instrument-2016-190/history","analysis":"/api/acts/asic-corporations-disclosing-entities-instrument-2016-190/analysis","conflicts":"/api/acts/asic-corporations-disclosing-entities-instrument-2016-190/conflicts","importantCases":"/api/acts/asic-corporations-disclosing-entities-instrument-2016-190/important-cases","documents":"/api/acts/asic-corporations-disclosing-entities-instrument-2016-190/documents"}}