{"id":"F2026L00347","name":"ASIC Corporations (Sale Offers That Do Not Need Disclosure) Instrument 2026/94","slug":"asic-corporations-sale-offers-that-do-not-need-disclosure-instrument-2026-94","collection":"legislative_instrument","jurisdiction":"commonwealth","status":"in_force","isInForce":true,"actNumber":null,"makingDate":null,"administeringDepartment":null,"currentVersion":{"id":107941,"registerId":"commonwealth-F2026L00347-current","compilationNumber":null,"startDate":"2026-04-03","status":"InForce","reasons":null,"registeredAt":null},"sections":[{"sectionNumber":"1","sectionType":"section","heading":"ASIC Corporations (Sale Offers That Do Not Need Disclosure) Instrument 2026/94","content":"![Commonwealth Coat of Arms and ASIC logo](image.001.png)\n\nASIC Corporations (Sale Offers That Do Not Need Disclosure) Instrument 2026/94\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 that do not need disclosure..............................4\n\n8 Stapled securities..............................................6\n\nPart 3—Repeal 7\n\n9 Repeal.......................................................7\n\nSchedule 1—Repeals 8\n\nASIC Corporations (Sale Offers That Do Not Need Disclosure) Instrument 2016/80 8\n\nPart 1—Preliminary\n\n1 Name of legislative instrument\n\nThis is the ASIC Corporations (Sale Offers That Do Not Need Disclosure) Instrument 2026/94.\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Act 2001.\n\n4 Schedules\n\nEach instrument that is specified in a Schedule to this instrument is amended or repealed as set out in the applicable items in the Schedule concerned, and any other item in a Schedule to this instrument has effect according to its terms.\n\n5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 the Act to provide relief from the on-sale provisions in sections 707 and 1012C of the Act in certain circumstances (e.g. under a share or interest purchase plan) where specified requirements are satisfied.\n\nThis instrument also modifies sections 708A and 1012DA of the Act so that the disclosure exemptions in these sections also apply to stapled securities.\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\n  \n\nPart 2—Declaration\n\n7 Sale offers that do not need disclosure\n\n(1) Chapter 6D of the Act applies to all persons as if subsections 707(3) and (4) were omitted and substituted with:\n\n“(3) An offer of a body’s securities for sale within 12 months after their issue needs disclosure to investors under this Part if the body issued the securities:\n\n(a) without disclosure to investors under this Part; and\n\n(b) with the purpose of the person to whom they were issued:\n\n(i) selling or transferring them; or\n\n(ii) granting, issuing or transferring interests in, or options or warrants over, them;\n\nand section 708 or 708A does not say otherwise.”.\n\n(2) Part 7.9 of the Act applies in relation to regulated persons as if subsections 1012C(6) and (7) were omitted and substituted with:\n\n“(6) This subsection covers the circumstances in which:\n\n(a) the offer is made within 12 months after the issue of the financial product; and\n\n(b) the product was issued without a Product Disclosure Statement for the product being prepared; and\n\n(c) the issuer issued the product with the purpose of the person to whom it was issued selling or transferring the product, or granting, issuing or transferring interests in, or options or warrants over, the product.”.\n\n(3) The declarations in subsections (1) and (2) only apply in relation to:\n\n(a) offers of securities, interests in a managed investment scheme or interests in a notified foreign passport fund for sale; and\n\n(b) recommendations to acquire interests in a managed investment scheme or interests in a notified foreign passport fund by way of transfer;\n\nwhere the securities or interests are covered by an exempt category.\n\n(4) In this section, securities or interests are covered by an exempt category if they are covered by at least one of the following categories:\n\nCategory 1: Share or interest purchase plans\n\nThe securities or interests were issued without disclosure to investors under Part 6D.2 of the Act or without a Product Disclosure Statement for the interest being prepared because the offer or issue of the securities or interests was covered by:\n\n(a) ASIC Corporations (Share and Interest Purchase Plans) Instrument 2019/547;\n\n(b) an individual instrument made by ASIC which provided relief from Part 6D.2 or Part 7.9 of the Act with respect to a share purchase plan, interest purchase plan or a like plan in terms similar to that legislative instrument.\n\nCategory 2: Options, convertible or converting securities\n\nAll of the following apply:\n\n(a) the securities or interests were issued by reason of the exercise of options or the conversion of convertible or converting notes or convertible or converting preference shares;\n\n(b) those options or convertible or converting securities were issued under a disclosure document under Part 6D.2 of the Act or with a Product Disclosure Statement for the options being prepared;\n\n(c) the exercise of the option, or the conversion, did not involve any further offer.\n\nCategory 3: Dividend or distribution reinvestment or bonus plans\n\nThe securities or interests were issued without disclosure to investors under Part 6D.2 of the Act or without a Product Disclosure Statement for the interest being prepared because of subsections 708(13) or 1012D(3) of the Act.\n\nCategory 4: Compromises and arrangements\n\nThe securities were issued without disclosure to investors under Part 6D.2 of the Act because of subsection 708(17) of the Act.\n\nCategory 5: Deeds of Company Arrangement\n\nThe securities were issued without disclosure to investors under Part 6D.2 of the Act because of subsection 708(17A) of the Act.\n\nCategory 6: Takeovers\n\nThe securities or interests were issued without disclosure to investors under Part 6D.2 of the Act or without a Product Disclosure Statement for the interest being prepared because of subsection 708(18) or 1012D(7) of the Act.\n\nCategory 7: Securities of exempt public authorities\n\nThe securities were issued without disclosure to investors under Part 6D.2 of the Act because of subsection 708(21) of the Act.\n\n8 Stapled securities\n\n(1) Chapter 6D of the Act applies to all persons as if section 708A were modified or varied by, in the appropriate position, inserting:\n\n“(13) In this section, if under the terms on which a security (the component security) is traded on a declared financial market it can only be transferred together with one or more other securities or other financial products (together the stapled security) then:\n\n(a) the component security is taken to be in a class of quoted securities that is different from any other class of quoted securities it is in, or is taken to be in, when at any other time it is able to be transferred on that market by itself or as part of a different stapled security; and\n\n(b) trading in the class of quoted securities that the component security is taken to be in on the market is taken to be suspended when trading in the class of stapled securities on the market is suspended.”.\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(2) Part 7.9 of the Act applies in relation to regulated persons as if section 1012DA were modified or varied by, in the appropriate position, inserting:\n\n“(13) In this section, if under the terms on which a financial product (the component product) is traded on a declared financial market it can only be transferred together with one or more securities or other financial products (together the stapled security) then:\n\n(a) the component product is taken to be in a class of quoted securities that is different from any other class of quoted securities it is in, or is taken to be in, when at any other time it is able to be transferred on the market by itself or as part of a different stapled security; and\n\n(b) trading in the class of quoted securities that the component product is taken to be in on the market is taken to be suspended when trading in the class of stapled securities on the market is suspended.”.\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 That Do Not Need Disclosure) Instrument 2016/80\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":7,"scope_assessment":{"changed":true,"description":"Compared with the prior instrument it repeals (Schedule 1), this instrument reframes on-sale disclosure liability by (a) declaring the Act apply 'as if' subsections were substituted to capture offers made within 12 months where securities were issued with the purpose of onward sale or transfer (s7(1)-(2)), (b) limiting that relief to securities covered by seven enumerated exempt categories (s7(3)-(4)), and (c) extending the disclosure-exemption framework to explicitly treat stapled securities as distinct quoted classes for disclosure and suspension purposes (s8(1)-(2)). It also sets a sunset (repeal) date of 1 April 2031 (s9)."},"complexity_factors":["Multiple cross-references to Corporations Act provisions (secs 707, 708, 708A, 1012C, 1012DA, 1012D) require mapping how the instrument changes existing disclosure obligations (see s7(1)-(3) and s8(1)-(2)).","Subjective 'purpose' test: relief applies only where the security was issued with the purpose that the recipient would sell, transfer or grant interests (s7(1)(b); s7(2)(c)). Establishing and evidencing that purpose increases compliance and enforcement uncertainty.","Layered exempt categories: seven distinct categories in s7(4) (share/interest purchase plans, conversions, DRP/bonus plans, compromises/arrangements, deeds of company arrangement, takeovers, exempt public authorities) each rely on separate Act provisions or other ASIC instruments (e.g. Category 1 refers to ASIC 2019/547) and require factual/legal characterisation of the issue.","Stapled-securities rules treat component securities as different quoted classes and tie suspension outcomes to stapled classes (s8(1) and s8(2)); operators must manage class definitions and market reporting across declared financial markets (note referencing s9D and s1705F in instrument).","Temporal and transitional complexity: the instrument both repeals ASIC Corporations (Sale Offers That Do Not Need Disclosure) Instrument 2016/80 (Schedule 1) and contains a statutory repeal date (s9), requiring market participants to monitor effective and expiry dates.","Different treatment for 'regulated persons': Part 7.9 modifications apply specifically to regulated persons as defined (see definition in Pt 1, s6, and modified subsections in s7(2)), creating asymmetric obligations depending on issuer status.","Practical compliance burdens: issuers and sellers must determine whether an on-sale falls within an exempt category (s7(3)-(4)), document issuer intent and the basis for the exemption, and track whether securities were issued with disclosure or under a PDS (s7(1)(a)–(b); s7(2)(b)).","Enforcement discretion and evidentiary issues: ASIC makes the instrument (instrument head) and enforcement will rely on interpretations of 'covered by' exempt categories and market records (instrument preamble and s3; see s7(4) categories)."],"plain_english_summary":"This instrument changes disclosure rules so certain resale offers within 12 months of issue do not require disclosure where the securities fall into specified exempt categories (for example, share/interest purchase plans, conversions, dividend reinvestment, takeover or arrangement issuances). It also treats stapled securities as distinct classes for disclosure and trading-suspension purposes, repeals the 2016 instrument, and expires on 1 April 2031."},"kimi_summary":{"content_quality":"ok","complexity_score":5,"scope_assessment":{"changed":false,"description":"The instrument appears consistent with its original regulatory purpose. It replaces ASIC Corporations (Sale Offers That Do Not Need Disclosure) Instrument 2016/80 (which is repealed in Schedule 1) with updated provisions. The scope remains focused on disclosure relief for on-sale of securities issued under specific exempt categories and the stapled securities technical fix. The seven exempt categories cover well-established capital-raising mechanisms, and the stapled securities provision addresses a specific technical interpretive issue. There is no evidence of significant scope creep beyond the original intent of providing targeted disclosure relief."},"complexity_factors":["Extensive cross-referencing to the Corporations Act 2001 (specifically sections 707, 708, 708A, 1012C, 1012D, 1012DA)","Seven distinct exempt categories with specific eligibility criteria, some requiring multiple conditions to be met simultaneously","Modification of existing statutory provisions through 'as if' substitution language rather than direct amendment","Technical treatment of 'stapled securities' requiring understanding of how component securities are classified differently when traded as part of a bundle versus individually","Interaction with other ASIC instruments (specifically ASIC Corporations (Share and Interest Purchase Plans) Instrument 2019/547)","Dual-track structure covering both Chapter 6D (securities) and Part 7.9 (financial products) of the Corporations Act with parallel but not identical provisions","Sunset clause with automatic repeal after 5 years (1 April 2031)"],"plain_english_summary":"This ASIC rule creates targeted exceptions to disclosure obligations for on-sales of shares and financial products issued through common capital-raising methods (share purchase plans, dividend reinvestment plans, takeover/insolvency arrangements, stapled securities, and securities issued on exercise of already-disclosed options/convertibles). \n\nBy treating stapled components as separate classes and exempting routine issuances from 12-month resale disclosure, it cuts compliance costs and prevents accidental disclosure triggers for ordinary secondary sales."}},"importantCases":[],"_links":{"self":"/api/acts/asic-corporations-sale-offers-that-do-not-need-disclosure-instrument-2026-94","history":"/api/acts/asic-corporations-sale-offers-that-do-not-need-disclosure-instrument-2026-94/history","analysis":"/api/acts/asic-corporations-sale-offers-that-do-not-need-disclosure-instrument-2026-94/analysis","conflicts":"/api/acts/asic-corporations-sale-offers-that-do-not-need-disclosure-instrument-2026-94/conflicts","importantCases":"/api/acts/asic-corporations-sale-offers-that-do-not-need-disclosure-instrument-2026-94/important-cases","documents":"/api/acts/asic-corporations-sale-offers-that-do-not-need-disclosure-instrument-2026-94/documents"}}