{"id":"F2025L01149","name":"ASIC Corporations (Foreign Small Scale Offers) Instrument 2025/614","slug":"asic-corporations-foreign-small-scale-offers-instrument-2025-614","collection":"legislative_instrument","jurisdiction":"commonwealth","status":"in_force","isInForce":true,"actNumber":null,"makingDate":null,"administeringDepartment":null,"currentVersion":{"id":106914,"registerId":"commonwealth-F2025L01149-current","compilationNumber":null,"startDate":"2026-04-03","status":"InForce","reasons":null,"registeredAt":null},"sections":[{"sectionNumber":"1","sectionType":"section","heading":"ASIC Corporations (Foreign Small Scale Offers) Instrument 2025/614","content":"![Commonwealth Coat of Arms and ASIC logo](image.001.png)\n\nASIC Corporations (Foreign Small Scale Offers) Instrument 2025/614\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—Declaration 4\n\n5 Small scale personal offers of foreign securities or interests.............4\n\nPart 3—Repeal 9\n\n6 Repeal.......................................................9\n\nPart 1—Preliminary\n\n1 Name of legislative instrument\n\nThis is the ASIC Corporations (Foreign Small Scale Offers) Instrument 2025/614.\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\nPart 2—Declaration\n\n5 Small scale personal offers of foreign securities or interests\n\n(1) Chapter 6D of the Act applies to all persons as if the following provisions were modified or varied as follows:\n\n(a) after subsection 708(7) insert:\n\n“Small scale offerings (20 issues in 12 months)\n\n(7A) Personal offers of a foreign company’s securities for issue by the foreign company do not need disclosure to investors under this Part if:\n\n(a) none of the offers results in a breach of the 20 investors ceiling (see subsection (7C)); and\n\n(b) the foreign company reasonably believes the offers are made in accordance with foreign regulatory requirements; and\n\n(c) the securities are in a class that is quoted on an approved foreign market trading in which is not suspended; and\n\n(d) at or before the time an offer is made, Australian offerees are given any document relating to the offer that would have been required to be given to them under the laws of the primary foreign jurisdiction if they received the offer in that jurisdiction; and\n\n(e) if the document referred to in paragraph (d) is not in English, a certified English translation is given; and\n\n(f) any document provided to Australian offerees under paragraph (d) includes or is accompanied by written statements to the effect that:\n\n(i) the documents have been prepared for the purposes of compliance with foreign regulatory requirements; and\n\n(ii) the documents may not contain all the information required to be contained in disclosure documents under the laws of Australia; and\n\n(iii) if applicable, the foreign company is not subject the continuous disclosure requirements of this Act that apply in Australia.\n\nNote: The definition of approved foreign market is notionally inserted into section 9 by ASIC Corporations (Definition of Approved Foreign Market) Instrument 2017/669.\n\n(7B) For the purposes of subsection (7A), a personal offer is one that:\n\n(a) may only be accepted by the person to whom it is made; and\n\n(b) is made to a person who is likely to be interested in the offer, having regard to:\n\n(i) previous contact between the foreign company and that person;\n\n(ii) some professional or other connection between the foreign company and that person; or\n\n(iii) statements or actions by that person that indicate that they are interested in offers of that kind.\n\n(7C) An offer by a foreign company to issue securities results in a breach of the 20 investors ceiling if it results in the number of people to whom securities of the foreign company have been issued exceeding 20 in any 12-month period.\n\n(7D) In counting issues of the foreign company’s securities for the purposes of subsection (7A), disregard issues that result from offers that:\n\n(a) do not need a disclosure document because of any other subsection of this section;\n\n(b) are not received in Australia; or\n\n(c) are made under a disclosure document.”;\n\n(b) after subsection 708(21) insert:\n\n“Definitions\n\n(22) In this section:\n\nAustralian offeree means a person who receives in this jurisdiction an offer.\n\nforeign regulatory requirements, in relation to an offer of securities, means laws or operating rules (however described) that, as at the time of the offer, are in force in or in part of the primary foreign jurisdiction.\n\nprimary foreign jurisdiction in relation to a foreign company, means:\n\n(a) the place of the approved foreign market on which the securities of the company are quoted; or\n\n(b) if the securities of the company are quoted on more than one approved foreign market—the place of the approved foreign market on which the securities were first quoted.”.\n\n(c) in subsection 734(1) omit “but for subsection 708(1)”, substitute “but for subsection 708(1) or 708(7A)”.\n\n(2) Part 7.9 of the Act applies in relation to persons offering to issue or arrange for the issue of interests in a managed investment scheme as if the following provisions were modified or varied as follows:\n\n(a) in Division 2, after section 1012E, insert:\n\n“1012EA Small scale offerings of interests in managed investment schemes (20 issues in 12 months)\n\n(1) Personal offers of interests in a managed investment scheme by a foreign company do not need a Product Disclosure Statement under this Part if:\n\n(a) all of the interests in the scheme are issued by the same person (the issuer); and\n\n(b) none of the offers result in a breach of the 20 purchasers ceiling (see subsection (4)); and\n\n(c) the foreign company reasonably believes the offers are made in accordance with foreign regulatory requirements; and\n\n(d) the interests in the scheme are able to be traded on an approved foreign market trading in which is not suspended; and\n\n(e) at or before the time an offer is made, Australian offerees are given any document relating to the offer that would have been required to be given to them under the laws of the primary foreign jurisdiction if they received the offer in that jurisdiction; and\n\n(f) if the document referred to in paragraph (e) is not in English, a certified English translation is given; and\n\n(g) any document provided to Australian offerees under paragraph (e) includes or is accompanied by written statements to the effect that:\n\n(i) the documents have been prepared for the purposes of compliance with foreign regulatory requirements; and\n\n(ii) the documents may not contain all the information required to be contained in disclosure documents under the laws of Australia; and\n\n(iii) if applicable, the foreign company is not subject to the continuous disclosure requirements of this Act that apply in Australia.\n\nNote: The definition of approved foreign market is notionally inserted into section 9 by ASIC Corporations (Definition of Approved Foreign Market) Instrument 2017/669.\n\n(2) If subsection (1) applies to an offer of interests in a managed investment scheme, a recommendation to a person to acquire interests in a managed investment scheme in response to a personal offer of that kind does not need a Product Disclosure Statement under this Part.\n\n(3) For the purposes of this section, a personal offer is one that:\n\n(a) may only be accepted by the person to whom it is made; and\n\n(b) is made to a person who is likely to be interested in the offer, having regard to:\n\n(i) previous contact between the foreign company making the offer and that person;\n\n(ii) some professional or other connection between the foreign company making the offer and that person; or\n\n(iii) statements or actions by that person that indicate that they are interested in offers of that kind.\n\n(4) An offer of an interest in a managed investment scheme results in a breach of the 20 purchasers ceiling if it results in the number of people to whom the issuer has issued interests in the managed investment scheme exceeding 20 in any 12-month period.\n\n(5) In counting issues of interests in a managed investment scheme issued by the issuer for the purposes of subsection (1), disregard issues that result from offers that:\n\n(a) do not need a Product Disclosure Statement (otherwise than because of this section); or\n\n(b) are made under a Product Disclosure Statement.\n\n(6) In counting issues of interests in a managed investment scheme issued by the issuer for the purposes of subsection (1), disregard any issues made by a body if:\n\n(a) the body was a managed investment scheme (but not a registered scheme) at the time that the offer of interests in the scheme that resulted in the issues was made; and\n\n(b) the body became a registered scheme within 12 months after that offer was made; and\n\n(c) the offer would not have required a Product Disclosure Statement (otherwise than because of this section) if the managed investment scheme had been a registered scheme at the time that the offer was made.\n\n(7) If a foreign company relies on subsection (1) to make offers of interests in a managed investment scheme without a Product Disclosure Statement under this Part, the foreign company must not issue, or arrange for the issue of, interests in a managed investment scheme if the issue would result in a breach of the 20 purchasers ceiling (see subsections (4), (5), and (6)).\n\n(8) For the purposes of this section:\n\nAustralian offeree, means a person who receives in this jurisdiction an offer or a recommendation to which section 1012A of this Act applies.\n\nforeign regulatory requirements, in relation to an offer of an interest in a managed investment scheme means laws or operating rules (however described) that, as at the time of the offer, are in force in or in part of the primary foreign jurisdiction.\n\noffer of an interest in a managed investment scheme, is an offer to:\n\n(a) issue an interest in the scheme; or\n\n(b) arrange for the issue of an interest in the scheme.\n\nprimary foreign jurisdiction, in relation to a managed investment scheme operated by a foreign company, means:\n\n(a) the place of the approved foreign market on which interests in the scheme are able to be traded; or\n\n(b) if the interests in the scheme are able to be traded on more than one approved foreign market—the place of the approved foreign market where it is reasonably expected that the most offers of securities will be received.”;\n\n(b) in the heading to section 1018B, after “section 1012E”, insert “or 1012EA”;\n\n(c) in subsection 1018B(1), after “section 1012E”, insert “or 1012EA.”.\n\nPart 3—Repeal\n\n6 Repeal\n\nThis instrument is repealed at the start of 1 October 2030.","sortOrder":0}],"analysis":{"flash_summary":{"complexity_score":6,"scope_assessment":{"changed":true,"description":"The instrument expands the scope of existing disclosure exemptions by expressly excluding from Australian disclosure/PDS requirements certain \"personal\" foreign offers and managed investment scheme interests subject to a 20‑person/20‑purchasers ceiling and specified conditions. Mechanically, it modifies how Chapter 6D and Part 7.9 apply to foreign issuers, reducing Australian documentary obligations but adding foreign‑compliance, translation and monitoring requirements; the relief is time‑limited (repeal 1 Oct 2030)."},"complexity_factors":["Cross‑references and amendments to multiple parts of the Corporations Act (notably section 708 and Part 7.9 / sections 1012E–1018B), increasing interpretive load.","Nuanced definitions and tests (\"personal offer\", \"primary foreign jurisdiction\", \"Australian offeree\") that require fact‑specific determinations (see inserted subsections 708(7A)–(7D) and 1012EA(3),(8)).","Counting rules for the 20‑person/20‑purchasers ceiling, including multiple disregards and special rules for managed investment schemes (see subsections 708(7C)–(7D) and 1012EA(4)–(6)).","Reasonable belief standard that offers comply with \"foreign regulatory requirements\" creates compliance risk and evidentiary burden for foreign issuers (see 708(7A)(b) and 1012EA(1)(c)).","Document delivery, certified translation and required cautionary statements impose operational steps and monitoring obligations on issuers (see 708(7A)(d)–(f) and 1012EA(1)(e)–(g)).","Interaction with existing Australian continuous disclosure and other disclosure exemptions may create overlap or gaps in investor protections (see 708(7A)(f)(iii) and 1012EA(1)(g)(iii)).","Temporary repeal date (1 October 2030) creates a time‑limited regime that may affect planning and transitional arrangements (see Repeal clause)."],"plain_english_summary":"**What it does:** This instrument lets foreign companies make limited \"personal\" offers of securities or managed‑investment interests to Australian recipients without providing Australian disclosure documents, so long as offers meet conditions (including a 20‑person cap in any 12‑month period, compliance with foreign law, trading on an approved foreign market, and document/translation and warning requirements).\n\nWho it affects and why it matters: It reduces Australian disclosure obligations for certain cross‑border small offers, shifting compliance duties onto foreign issuers to verify foreign regulatory compliance and to monitor the 20‑investor limit."},"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":4,"scope_assessment":{"changed":false,"description":"The instrument appears tightly scoped to its original purpose of creating targeted exemptions for small-scale foreign offerings. It does not expand beyond the declared intention of modifying disclosure requirements for foreign companies with limited Australian investor contact. The 20-investor cap and personal offer restrictions keep the scope narrow and temporary (5-year sunset)."},"complexity_factors":["Moderate cross-referencing: modifies multiple sections of the Corporations Act 2001 (Chapter 6D and Part 7.9) through 'as if' modifications","Nested conditions: the exemption in section 5(1)(a) contains 6 separate conditions (paragraphs a-f) plus sub-definitions in subsections (7B)-(7D)","Mirrored structure: essentially duplicates the same exemption framework for securities (Chapter 6D) and managed investment schemes (Part 7.9), creating parallel but slightly different rules","Counting rules with exceptions: subsection (7D) and section 1012EA(5)-(6) specify what counts toward the 20-investor/purchaser ceiling, with three specific exclusions each","External definitions: relies on 'approved foreign market' defined in a separate 2017 ASIC instrument (not self-contained)","Sunset clause: includes automatic repeal provision (Part 3), adding temporal complexity"],"plain_english_summary":"This instrument creates a limited exemption letting foreign companies listed on approved overseas exchanges make personal, targeted offers of shares or managed‑investment interests to up to 20 Australian investors in a 12‑month period without preparing full Australian disclosure documents. Affected parties are those foreign issuers, the Australian recipients of offers, and ASIC as regulator.\n\nOffer recipients must get the foreign market disclosure (with English translations if needed) and warnings that Australian disclosure standards may not apply. The exemption expires 1 October 2030."}},"importantCases":[],"_links":{"self":"/api/acts/asic-corporations-foreign-small-scale-offers-instrument-2025-614","history":"/api/acts/asic-corporations-foreign-small-scale-offers-instrument-2025-614/history","analysis":"/api/acts/asic-corporations-foreign-small-scale-offers-instrument-2025-614/analysis","conflicts":"/api/acts/asic-corporations-foreign-small-scale-offers-instrument-2025-614/conflicts","importantCases":"/api/acts/asic-corporations-foreign-small-scale-offers-instrument-2025-614/important-cases","documents":"/api/acts/asic-corporations-foreign-small-scale-offers-instrument-2025-614/documents"}}