{"id":"F2026L00348","name":"ASIC Corporations (Sale Offers by Controllers) Instrument 2026/95","slug":"asic-corporations-sale-offers-by-controllers-instrument-2026-95","collection":"legislative_instrument","jurisdiction":"commonwealth","status":"in_force","isInForce":true,"actNumber":null,"makingDate":null,"administeringDepartment":null,"currentVersion":{"id":107944,"registerId":"commonwealth-F2026L00348-current","compilationNumber":null,"startDate":"2026-04-03","status":"InForce","reasons":null,"registeredAt":null},"sections":[{"sectionNumber":"1","sectionType":"section","heading":"ASIC Corporations (Sale Offers by Controllers) Instrument 2026/95","content":"![Commonwealth Coat of Arms and ASIC logo](image.001.png)\n\nASIC Corporations (Sale Offers by Controllers) Instrument 2026/95\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 Sale offers of securities by a controller.............................4\n\n8 Sale offers of financial products by a controller......................6\n\nPart 3—Repeal 9\n\n9 Repeal.......................................................9\n\nSchedule 1—Repeals 10\n\nASIC Corporations (Sale Offers By Controllers) Instrument 2016/81.......10\n\nPart 1—Preliminary\n\n1 Name of legislative instrument\n\nThis is the ASIC Corporations (Sale Offers by Controllers) Instrument 2026/95.\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 subsections 741(1) and 1020F(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Act 2001.\n\n4 Schedules\n\nEach instrument that is specified in a Schedule to this instrument is amended or repealed as set out in the applicable items in the Schedule concerned, and any other item in a Schedule to this instrument has effect according to its terms.\n\n5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 various provisions of the Act to ensure the effective operation of the disclosure exemptions in sections 708A and 1012DA of the Act for certain sale offers made within 12 months of a sale by a controller.\n\n6 Definitions\n\nIn this instrument:\n\nAct means the Corporations Act 2001.\n\nregulated person has the meaning given by section 1011B of the Act.\n\nPart 2—Declaration\n\n7 Sale offers of securities by a controller\n\n(1) Chapter 6D of the Act applies to all persons as if subsection 707(5) were modified or varied by, after “section 708”, inserting “or 708A”.\n\n(2) Chapter 6D of the Act applies to all persons as if section 708A were modified or varied as follows:\n\n(a) in paragraph (1A)(c) omit “when the relevant securities were issued”, substitute “when the relevant securities were sold by the controller”;\n\n(b) omit paragraph (5)(a), substitute:\n\n“(a) the relevant securities are in a class of securities that were quoted securities at all times in the following period:\n\n(i) if this section applies because of subsection (1)—3 months before the day on which the relevant securities were issued; or\n\n(ii) if this section applies because of subsection (1A)—3 months before the day on which the relevant securities were sold by the controller; and” ;\n\n(c) omit paragraph (5)(b), substitute:\n\n“(b) trading in that class of securities on a declared financial market on which they were quoted was not suspended for more than a total of 5 days during:\n\n(i) if this section applies because of subsection (1)—  \nthe shorter of the period during which the class of securities were quoted, and the period of 12 months before the day on which the relevant securities were issued; or\n\n(ii) if this section applies because of subsection (1A)—  \nthe shorter of the period during which the class of securities were quoted, and the period of 12 months before the day on which the relevant securities were sold by the controller; and ”;\n\n> Note: declared financial market is defined in section 9D of the Act. Until the time the first declaration is made under subsection 9D(2), a market that was prescribed as a prescribed financial market by former regulation 1.0.02A of the Corporations Regulations 2001 is taken to be a declared financial market: see section 1705F of the Act.\n\n(d) omit paragraph (6)(a), substitute:\n\n“(a) is given:\n\n(i) if this section applies because of subsection (1)—  \nwithin 5 business days after the day on which the relevant securities were issued by the body; or\n\n(ii) if this section applies because of subsection (1A)—within 5 business days after the day on which the relevant securities were sold by the controller; and”;\n\n(e) omit paragraph (6)(b), substitute:\n\n“(b) states that:\n\n(i) if this section applies because of subsection (1)—  \nthe body issued the relevant securities without disclosure to investors under this Part; or\n\n(ii) if this section applies because of subsection (1A)—  \nthe controller sold the securities without disclosure to investors under this Part; and ”;\n\n(f) omit subsection (9), substitute:\n\n“Obligation to correct defective notice\n\n(9) A person contravenes this subsection if:\n\n(a) where the person is the body:\n\n(i) the notice given under paragraph (5)(e) is defective; and\n\n(ii) the body becomes aware of the defect in the notice within the following period:\n\n(A) if this section applies because of subsection (1) —12 months after the relevant securities are issued; or\n\n(B) if this section applies because of subsection (1A)—12 months after the relevant securities are sold by the controller; and\n\n(iii) the body does not, within a reasonable time after becoming aware of the defect, give the relevant market operator a notice that sets out the information necessary to correct the defect;\n\n(b) where the person is the controller:\n\n(i) the notice given under subparagraph (5)(e)(ii) is defective; and\n\n(ii) the controller becomes aware of the defect in the notice within 12 months after the relevant securities are sold by the controller; and\n\n(iii) the controller does not, within a reasonable time after becoming aware of the defect, make the body aware of the defect.”.\n\n8 Sale offers of financial products by a controller\n\n(1) Part 7.9 of the Act applies in relation to regulated persons as if paragraph 1012C(9)(b) were modified or varied by omitting “within 12 months after issue” and substituting “within 12 months after their sale by the controller”.\n\n(2) Part 7.9 of the Act applies in relation to regulated persons as if section 1012DA were modified or varied as follows:\n\n(a) in paragraph (1A)(d) omit “when the relevant product was issued”, substitute “when the relevant product was sold by the controller”;\n\n(b) omit paragraph (5)(a), substitute:\n\n“(a) the relevant product is in a class of financial products that were quoted securities at all times in the following period:\n\n(i) if the regulated person is not required under subsection (1) to give a Product Disclosure Statement—3 months before the day on which the relevant product was issued; or\n\n(ii) if the regulated person is not required under subsection (1A) to give a Product Disclosure Statement—3 months before the day on which the relevant product was sold by the controller; and” ;\n\n(c) omit paragraph (5)(b), substitute:\n\n“(b) trading in that class of financial products on a declared financial market on which they were quoted was not suspended for more than a total of 5 days during:\n\n(i) if the regulated person is not required under subsection (1) to give a Product Disclosure Statement—the shorter of the period during which the class of financial products was quoted, and the period of 12 months before the day on which the relevant product was issued; or\n\n(ii) if the regulated person is not required under subsection (1A) to give a Product Disclosure Statement—the shorter of the period during which the class of financial products was quoted, and the period of 12 months before the day on which the relevant financial product was sold by the controller; and”;\n\n(d) omit paragraph (6)(a), substitute:\n\n“(a) is given:\n\n(i) if the regulated person is not required under subsection (1) to give a Product Disclosure Statement—within 5 business days after the day on which the relevant financial product was issued; or\n\n(ii) if the regulated person is not required under subsection (1A) to give a Product Disclosure Statement—within 5 business days after the day on which the relevant financial product was sold by the controller; and”;\n\n(e) omit paragraph (6)(b), substitute:\n\n“(b) states that:\n\n(i) if the regulated person is not required under subsection (1) to give a Product Disclosure Statement—the relevant financial product was issued without a Product Disclosure Statement for the relevant product being prepared; or\n\n(ii) if the regulated person is not required under subsection (1A) to give a Product Disclosure Statement—the relevant financial product was sold by the controller without a Product Disclosure Statement for the relevant product being prepared; and”;\n\n(f) omit subsection (9), substitute:\n\n“Obligation to correct defective notice\n\n(9) A person contravenes this subsection if:\n\n(a) where the person is the issuer:\n\n(i) the notice given under paragraph (5)(e) is defective; and\n\n(ii) the issuer becomes aware of the defect in the notice within the following period:\n\n(A) if the regulated person is not required under subsection (1) to give a Product Disclosure Statement—12 months after the relevant product is issued; or\n\n(B) if the regulated person is not required under subsection (1A) to give a Product Disclosure Statement—12 months after the relevant product is sold by the controller; and\n\n(iii) the issuer does not, within a reasonable time after becoming aware of the defect, give the relevant market operator a notice that sets out the information necessary to correct the defect;\n\n(b) where the person is the controller:\n\n(i) the notice given under subparagraph (5)(e)(ii) is defective; and\n\n(ii) the controller becomes aware of the defect in the notice within 12 months after the relevant product is sold by the controller; and\n\n(iii) the controller does not, within a reasonable time after becoming aware of the defect, make the issuer aware of the defect.”.\n\n  \n\nPart 3—Repeal\n\n9 Repeal\n\nThis instrument is repealed at the start of 1 April 2031.\n\n  \n\nSchedule 1—Repeals\n\nASIC Corporations (Sale Offers By Controllers) Instrument 2016/81\n\n1 The whole of the instrument\n\nRepeal the instrument.","sortOrder":0}],"analysis":{"flash_summary":{"complexity_score":5,"scope_assessment":{"changed":true,"description":"The instrument broadens the scope of existing disclosure exemptions by extending the relevant timing and notice tests from when securities/products were \"issued\" to when they were \"sold by the controller.\" It reallocates notification and defect-correction duties between issuers/regulated persons and controllers, and repeals ASIC Corporations (Sale Offers By Controllers) Instrument 2016/81 (see Parts 2 and 3, items 7–9)."},"complexity_factors":["Technical amendments to multiple cross-referenced Act provisions (modifications to section 708A and 1012DA and application via Chapter 6D and Part 7.9).","Branching conditional language differentiating when provisions apply because of subsection (1) versus (1A), increasing interpretive paths.","Multiple timing rules: 5 business day notice windows and 12 month defect-correction periods tied to different triggering events.","Use of open-ended standards (\"reasonable time\") for correcting defective notices creates regulatory discretion and compliance uncertainty.","Operational test involving market suspension counts (no more than 5 suspension days) and quoted-period calculations requires market-data tracking.","Repeal of an earlier ASIC instrument (2016/81) and a fixed sunset (repeal at start of 1 April 2031) imposes transitional and planning issues.","Compliance burden concentrated on controllers and issuers to detect controller sales, prepare notices, and notify market operators or counterparties."],"plain_english_summary":"This instrument amends the Corporations Act to treat certain sales by a controller as if they were issuances for the purpose of disclosure exemptions in sections 708A and 1012DA. It replaces timing references to \"issue\" with \"sold by the controller\" and adjusts notice and correction rules.\n\nIt affects controllers, issuers, regulated persons, market operators and investors by changing when public disclosure or product disclosure statements are required, imposing 5-business-day notice windows and 12-month defect-correction periods, and repealing the 2016 instrument."},"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"},"kimi_summary":{"content_quality":"ok","complexity_score":4,"scope_assessment":{"changed":false,"description":"The instrument maintains its original narrow purpose: fixing the technical mismatch between disclosure exemption timing rules and controller sales. The 2016 version addressed the same issue for securities; this 2026 version extends the same logic to financial products and tightens the drafting, but does not expand beyond the core problem of aligning exemption mechanics with insolvency/enforcement sales."},"complexity_factors":["Heavy use of \"as if modified or varied\" drafting technique—requires reader to mentally reconstruct the Corporations Act sections being altered","Parallel structure duplicated across two regimes (Chapter 6D securities and Part 7.9 financial products) with nearly identical but not identical wording","Multiple nested conditional clauses: (i)/(ii) sub-paragraphs within (a)/(b) paragraphs within numbered subsections, tracking two different factual scenarios (issuer sale vs controller sale)","Cross-references to undefined external concepts: \"declared financial market\", \"quoted securities\", \"business days\", \"controller\" itself—all defined in the parent Act but not here","Temporal calculations with multiple reference points: 3 months before, 12 months before, 5 business days after, 12 months after—each with two alternative triggers","No standalone operative provisions—entire instrument is modifications to other legislation, making it unreadable without the Corporations Act open beside it"],"plain_english_summary":"This instrument fixes a technical gap so that controllers (receivers, administrators, liquidators and secured creditors) who sell securities or financial products are treated the same as issuers for disclosure exemptions, aligning timing and notice rules with the controller’s sale date. It preserves investor transparency while keeping insolvency and enforcement sales practical. The instrument sunsets on 1 April 2031."}},"importantCases":[],"_links":{"self":"/api/acts/asic-corporations-sale-offers-by-controllers-instrument-2026-95","history":"/api/acts/asic-corporations-sale-offers-by-controllers-instrument-2026-95/history","analysis":"/api/acts/asic-corporations-sale-offers-by-controllers-instrument-2026-95/analysis","conflicts":"/api/acts/asic-corporations-sale-offers-by-controllers-instrument-2026-95/conflicts","importantCases":"/api/acts/asic-corporations-sale-offers-by-controllers-instrument-2026-95/important-cases","documents":"/api/acts/asic-corporations-sale-offers-by-controllers-instrument-2026-95/documents"}}