{"id":"F2018L00204","name":"ASIC Corporations (Share and Interest Sale Facilities) Instrument 2018/99","slug":"asic-corporations-share-and-interest-sale-facilities-instrument-2018-99","collection":"legislative_instrument","jurisdiction":"commonwealth","status":"in_force","isInForce":true,"actNumber":null,"makingDate":null,"administeringDepartment":null,"currentVersion":{"id":96826,"registerId":"commonwealth-F2018L00204-current","compilationNumber":null,"startDate":"2026-04-02","status":"InForce","reasons":null,"registeredAt":null},"sections":[{"sectionNumber":"1","sectionType":"section","heading":"ASIC Corporations (Share and Interest Sale Facilities) Instrument 2018/99","content":"![Commonwealth Coat of Arms and ASIC logo](image.001.png)\n\nASIC Corporations (Share and Interest Sale Facilities) Instrument 2018/99\n\nmade under subsections 601QA(1), 926A(2) and 1020F(1) of the Corporations Act 2001.\n\nCompilation No. 1\n\nCompilation date: 19/09/2025\n\nIncludes amendments: F2025L01119\n\nAbout this compilation\n\nThis compilation\n\nThis is a compilation of the ASIC Corporations (Share and Interest Sale Facilities) Instrument 2018/99 that shows the text of the law as amended and in force on 19/09/2025 (the compilation date).\n\nThe notes at the end of this compilation (the endnotes) include information about amending laws and the amendment history of provisions of the compiled law.\n\nUncommenced amendments\n\nThe effect of uncommenced amendments is not shown in the text of the compiled law. The details of amendments made up to, but not commenced at, the compilation date are underlined in the endnotes. Any uncommenced amendments affecting the law are accessible on the Register (www.legislation.gov.au).\n\nApplication, saving and transitional provisions for provisions and amendments\n\nIf the operation of a provision or amendment of the compiled law is affected by an application, saving or transitional provision that is not included in this compilation, details are included in the endnotes.\n\nModifications\n\nIf the compiled law is modified by another law, the compiled law operates as modified but the modification does not amend the text of the law. Accordingly, this compilation does not show the text of the compiled law as modified. Any modifications affecting the law are accessible on the Register.\n\nSelf‑repealing provisions\n\nIf a provision of the compiled law has been repealed in accordance with a provision of the law, details are included in the endnotes.\n\nContents\n\nPart 1—Preliminary\n\n1 Name of legislative instrument\n\n3 Authority\n\n4 Definitions\n\nPart 2—Exemption\n\n5 Exemptions for sale facility and related purchase facility\n\n6 Conditions\n\nEndnotes\n\nEndnote 1—About the endnotes\n\nEndnote 2—Abbreviation key\n\nEndnote 3—Legislation history\n\nEndnote 4—Amendment history\n\nPart 1—Preliminary\n\n1 Name of legislative instrument\n\nThis is the ASIC Corporations (Share and Interest Sale Facilities) Instrument 2018/99.\n\n3 Authority\n\nThis instrument is made under subsections 601QA(1), 926A(2) and 1020F(1) of the Act.\n\n4 Definitions\n\nIn this instrument:\n\nAct means the Corporations Act 2001.\n\napproved foreign market has the meaning given by section 9 of the Act.\n\n> Note: The definition of approved foreign market is notionally inserted by the ASIC Corporations (Definition of Approved Foreign Market) Instrument 2017/669.\n\nbroker means a participant in a licensed market or approved foreign market with whom the issuer has entered arrangements in relation to the operation of the sale facility or related purchase facility.\n\ncontrol transaction means a transaction or proposed transaction that affects the control, or potential control, of:\n\n(a) where the financial products are shares—the issuer; or\n\n(b) where the financial products are issued in a managed investment scheme—the managed investment scheme to which those interests relate.\n\nfacility has, for the purposes of the definitions of related purchase facility and sale facility, a meaning affected by section 762C of the Act.\n\nissuer means the issuer of the financial products that may be issued or disposed of through the sale facility or related purchase facility.\n\nnominated electronic means has the same meaning as in section 9 of the Act as notionally modified or varied by ASIC Corporations (Electronic Disclosure) Instrument 2025/447.\n\nparticipating holder: see the definitions of related purchase facility and sale facility.\n\nregister of members means:\n\n(a) in relation to a company or registered scheme—the register of members required to be set up and maintained under section 168 of the Act; and\n\n(b) in relation to a foreign company—the register of members (however described) required to be kept under the laws of its place of origin.\n\nrelated purchase facility means a facility made available in conjunction with a sale facility, through which persons (participating holders) who hold financial products in the class of financial products to which the sale facility relates can acquire, by way of transfer, additional financial products in that class.\n\nsale facility means a facility through which persons (participating holders) who hold financial products in a class of financial products and who have elected to participate in the facility can dispose of financial products in that class.\n\nPart 2—Exemption\n\n5 Exemptions for sale facility and related purchase facility\n\nOperation of a sale facility or a related purchase facility\n\n(1) A person (the operator) who operates a sale facility or related purchase facility does not have to comply with subsection 601ED(5) of the Act in relation to the facility.\n\nProvision of financial services in relation to a sale facility or related purchase facility\n\n(2) An operator providing financial services in relation to a sale facility or related purchase facility does not have to comply with::\n\n(a) subsection 911A(1) of the Act for the provision of the following financial services:\n\n    (i) dealing in an interest in the facility;\n    (ii) the provision of general advice in relation to an interest in the facility; and\n\n(b) Divisions 2 to 5 of Part 7.9 of the Act in relation to an interest in the facility; and\n\n(c) where the facility is a sale facility—Division 5A of Part 7.9 in relation to an invitation to participate in the facility.\n\nWhere exemptions apply\n\n(3) The exemptions in subsections (1) and (2) apply where all of the following are satisfied:\n\n(a) the financial products that may be acquired or disposed of through the facility:\n\n    (i) are shares, or interests in a managed investment scheme, that are admitted to quotation on a licensed market (the relevant market) or approved foreign market (the relevant market); and\n    (ii) are issued by the operator or a related body corporate of the operator;\n\n(b) where the facility is a sale facility—under the terms of the facility all of the following apply:\n\n    (i) the financial products (the relevant financial products) of participating holders to be disposed of through the facility are pooled;\n    (ii) a broker disposes of the relevant financial products in the ordinary course of trading on the relevant market;\n    (iii) each participating holder is paid their proportion of the proceeds of the disposal, net of expenses, as soon as practicable and in any event within eight weeks after the date on which the operator received the participating holder’s election to participate in the facility;\n\n(c) where the facility is a related purchase facility—under the terms of the facility all of the following apply:\n\n    (i) the money of the participating holders to be used to acquire financial products through the facility is pooled;\n    (ii) a broker acquires the financial products in the ordinary course of trading on the relevant market;\n    (iii) the broker may deduct expenses of acquiring the financial products from the money referred to in subparagraph (i);\n    (iv) each participating holder is allocated their proportion of the financial products purchased;\n    (v) each participating holder has transferred to them the financial products allocated to them within eight weeks after the date on which the operator received the participating holder’s election to participate in the facility;\n    (vi) each participating holder may acquire financial products through the facility (aggregated with any other financial products in the same class that were acquired through any previous facility) for consideration totalling no more than $5,000 in any consecutive 12 month period.\n\n6 Conditions\n\n(1) An operator relying on any of the exemptions in subsections 5(1) and 5(2) must do all of the following:\n\n(a) give or send to each holder who has been invited to participate in the facility, a document which complies with subsection (2) of this section, by:\n\n    (i) giving the document to the holder personally; or\n      (ii) sending the document:\n      (A) by post to the address for the holder in the register of members or an alternative address (if any) nominated by the holder; or\n      (B) to the fax number or electronic address (if any) nominated by the holder; or\n      (iii) making the document available to the client by a nominated electronic means;\n\n(b) take reasonable steps to ensure the facility is not operated during any period where a control transaction has been publicly proposed and has not ended;\n\n(c) take reasonable steps to ensure that, where a related purchase facility is made available in conjunction with a sale facility, a participating holder can participate in either, but not both, of the facilities;\n\n(d) ensure the facility does not remain open for longer than 12 months.\n\n(2) The document:\n\n(a) must contain all of the following:\n\n    (i) a statement that the facility is open until the expiry date set out in the document;\n    (ii) information about the minimum and maximum number of financial products a participating holder can sell or purchase through the facility;\n    (iii) a statement that the market price of financial products is subject to change from time to time;\n    (iv) information about how to obtain up-to-date information on the market price of the financial products;\n    (v) information about any expenses relating to the sale or purchase of financial products that will be paid by participating holders;\n      (vi) information about:\n      (A) for a sale facility—how the proceeds of sale for financial products disposed of through the facility will be allocated between participating holders; and\n      (B) for a related purchase facility—how the financial products acquired through the facility will be allocated between participating holders;\n      (vii) information as to whether:\n      (A) for a sale facility—the amount of money received by a participating holder for a financial product that is disposed of through the facility may be more or less than the actual price that is received by the broker for that financial product; and\n      (B) for a related purchase facility—the amount of money that is paid by a participating holder for a financial product that is acquired through the facility may be more or less than the actual consideration that is paid by the broker for that financial product;\n      (viii) information about any other significant characteristics or features of the facility or of the rights and obligations of holders who elect to participate in the facility;\n      (ix) information about any alternatives that the holder may have to participating in the facility; and\n      (b) must be worded and presented in a clear, concise and effective manner; and\n      (c) may be made up of two or more separate documents that are given at the same time and by the same means.\n      Exclusion\n\n(3) An operator cannot rely on this instrument if ASIC has given a notice to the operator (recipient) or a related body corporate (recipient) of the operator, which states the recipient and its related bodies corporate cannot rely on this instrument and ASIC has not withdrawn the notice.\n\nEndnotes\n\nEndnote 1—About the endnotes\n\n> Note: The endnotes provide information about this compilation and the compiled law.\n\n> Note: The following endnotes are included in every compilation:\n\n> Note: Endnote 1—About the endnotes\n\n> Note: Endnote 2—Abbreviation key\n\n> Note: Endnote 3—Legislation history\n\n> Note: Endnote 4—Amendment history\n\n> Note: Abbreviation key—Endnote 2\n\n> Note: The abbreviation key sets out abbreviations that may be used in the endnotes.\n\n> Note: Legislation history and amendment history—Endnotes 3 and 4\n\n> Note: Amending laws are annotated in the legislation history and amendment history.\n\n> Note: The legislation history in endnote 3 provides information about each law that has amended (or will amend) the compiled law. The information includes commencement details for amending laws and details of any application, saving or transitional provisions that are not included in this compilation.\n\n> Note: The amendment history in endnote 4 provides information about amendments at the provision (generally section or equivalent) level. It also includes information about any provision of the compiled law that has been repealed in accordance with a provision of the law.\n\n> Note: Misdescribed amendments\n\n> Note: A misdescribed amendment is an amendment that does not accurately describe how an amendment is to be made. If, despite the misdescription, the amendment can be given effect as intended, then the misdescribed amendment can be incorporated through an editorial change made under section 15V of the Legislation Act 2003.\n\n> Note: If a misdescribed amendment cannot be given effect as intended, the amendment is not incorporated and “(md not incorp)” is added to the amendment history.\n\nEndnote 2—Abbreviation key\n\n| ad = added or inserted                         | orig = original                                              |\n| ---------------------------------------------- | ------------------------------------------------------------ |\n| am = amended                                   | p = page(s)                                                  |\n| amdt = amendment                               | para = paragraph(s)/subparagraph(s)                          |\n| C[x] = Compilation No. x                       | /sub‑subparagraph(s)                                         |\n| ch = Chapter(s)                                | pres = present                                               |\n| cl = clause(s)                                 | prev = previous                                              |\n| cont. = continued                              | (prev…) = previously                                         |\n| def = definition(s)                            | pt = Part(s)                                                 |\n| Dict = Dictionary                              | r = regulation(s)/Court rule(s)                              |\n| disallowed = disallowed by Parliament          | reloc = relocated                                            |\n| div = Division(s)                              | renum = renumbered                                           |\n| exp = expires/expired or ceases/ceased to have | rep = repealed                                               |\n| effect                                         | rs = repealed and substituted                                |\n| gaz = gazette                                  | s = section(s)/subsection(s)                                 |\n| LA = Legislation Act 2003                      | /rule(s)/subrule(s)/order(s)/suborder(s)                     |\n| LIA = Legislative Instruments Act 2003         | sch = Schedule(s)                                            |\n| (md not incorp) = misdescribed amendment       | SLI = Select Legislative Instrument                          |\n| cannot be given effect                         | SR = Statutory Rules                                         |\n| mod = modified/modification                    | sub ch = Sub‑Chapter(s)                                      |\n| No. = Number(s)                                | sub div = Subdivision(s)                                     |\n| Ord = Ordinance                                | sub pt = Subpart(s)                                          |\n|                                                | underlining = whole or part not commenced or to be commenced |\n\nEndnote 3—Legislation history\n\n| Name                                                                      | Registration                        | Commencement      | Application, saving and transitional provisions |\n| ------------------------------------------------------------------------- | ----------------------------------- | ----------------- | ----------------------------------------------- |\n| ASIC Corporations (Share and Interest Sale Facilities) Instrument 2018/99 | 6 March 2018 (see F2018L00204)      | 6 March 2018      |                                                 |\n| ASIC Corporations (Amendment and Repeal) Instrument 2025/448              | 18 September 2025 (see F2025L01119) | 19 September 2025 |                                                 |\n\nEndnote 4—Amendment history\n\n| Provision affected                                   | How affected  |\n| ---------------------------------------------------- | ------------- |\n| Section 2                                            | rep. LA s 48D |\n| Section 4 (definition of nominated electronic means) | am. 2025/448  |","sortOrder":0}],"analysis":{"flash_summary":{"complexity_score":4,"scope_assessment":{"changed":false,"description":"This compilation (including the 2025 amendment) does not materially expand the instrument's substantive scope. The 2025 amendment updated the definition or reference for \"nominated electronic means\" (see endnote/ amendment history) to reflect an updated ASIC electronic‑delivery instrument; it is a technical update to permitted delivery methods rather than a broadening of the exemption or new substantive privileges. The core scope—exempting issuer‑run pooled sale and related purchase facilities from specified Act obligations where the instrument’s conditions are met—remains the same (see sections 5–6)."},"complexity_factors":["Short instrument (2 substantive Parts) but multiple cross‑references to the Corporations Act (601ED(5), 911A(1), Part 7.9 Divs 2–5 and 5A)","Approximately 10 defined terms used to set scope (Act, approved foreign market, broker, control transaction, facility, issuer, nominated electronic means, participating holder, register of members, related purchase facility, sale facility)","Different, parallel condition sets for sale facilities and related purchase facilities (nested conditional logic in section 5(3)(b) and 5(3)(c))","Multiple time and value limits to track (8‑week payment/transfer rule; 12‑month maximum facility open period; $5,000 aggregate purchase cap in any consecutive 12 months)","Detailed mandatory disclosure content list with 9+ separate required items (section 6(2)(a)(i)–(ix))","Operator behavioural conditions expressed as \"reasonable steps\" (section 6(1)(b),(c)) creating some judgement calls for compliance","ASIC power to disallow reliance on the instrument for a recipient and its related bodies corporate (section 6(3))","Cross‑instrument dependence (definition of \"approved foreign market\" and \"nominated electronic means\" are notionally inserted or modified by other ASIC instruments)"],"plain_english_summary":"**What this instrument does (mechanically)\n\n- Grants an exemption to people who operate \"sale facilities\" and \"related purchase facilities\" (ways for holders to sell or to buy additional shares/interests through an issuer-run arrangement) from certain requirements in the Corporations Act 2001. (See section 5.)\n- Specifically, an operator that meets the conditions does not have to comply with subsection 601ED(5) (a disclosure/administration requirement tied to facilities) and, when providing financial services in relation to the facility, the operator is exempt from:\n  - the AFS‑licence requirement in subsection 911A(1) for limited activities (dealing in an interest in the facility; giving general advice about that interest);\n  - Divisions 2–5 of Part 7.9 of the Act (the licensing and conduct provisions that otherwise apply to those financial services);\n  - and, for sale facilities, Division 5A of Part 7.9 (the rules about invitations/offerings). (See section 5(2).)\n- Those exemptions only apply if a set of conditions are satisfied about the products, how the facility is run and how holders are treated (pooling of securities or money, use of a broker trading on a licensed or approved market, timing rules, caps and allocations). (See section 5(3).)\n- The operator must also meet behavioural and disclosure conditions: give a clear document to each invited holder that sets out required information (expiry, min/max, how proceeds/allocations are calculated, costs, that market prices move, alternatives, etc.), make the facility unavailable during a public control transaction, allow a holder to use either a sale or related purchase facility but not both, and not keep a facility open for more than 12 months. ASIC can issue a notice preventing an operator (or its related body corporate) from relying on the instrument. (See section 6.)\n\nWho is affected\n\n- Operators: issuers (or their related bodies corporate) that run sale facilities or related purchase facilities. These operators can rely on the exemptions only if they satisfy the specified conditions. (Definitions and scope: section 4; exemptions: section 5.)\n- Participating holders: shareholders or unitholders who are invited to sell through a sale facility or to buy through a related purchase facility. They face limits and potential costs set by the facility (e.g. pooled arrangements, deduction of expenses, an aggregate $5,000 cap for purchases in any consecutive 12 months). (See section 5(3)(c)(vi) and section 6(2)(a)(v,vi).)\n- Brokers: market participants who execute the pooled trades on a licensed market or an approved foreign market under ordinary course trading rules. (Defined in section 4 and used throughout section 5.)\n\nWhy it matters (claimed purpose and practical significance)\n\n- The instrument lets issuers operate pooled sale or buy facilities without running the full range of licensing and offer‑related obligations that would otherwise apply under the Corporations Act, provided they follow the instrumental conditions. The stated policy aim (as reflected in the exemptions) is to reduce regulatory friction for these particular issuer-managed pool trades. (See sections 5 and 6.)\n\nCosts, incentives and trade‑offs (how it changes behaviour and who pays)\n\n- Who pays: participating holders bear direct transaction expenses deducted from proceeds or pooled money (section 5(3)(b)(iii); section 6(2)(a)(v)). They also face the risk that the amount they receive or pay through the facility may differ from the actual broker price (section 6(2)(a)(vii)).\n- Incentives for issuers/operators: operators save on compliance costs (no AFS licence or certain Part 7.9 obligations) when they confine activity to the conditions in sections 5 and 6. That lowers the cost of offering pooled sale/purchase facilities (section 5(1)–(2)).\n- Effects on brokers and markets: trades must be executed in the ordinary course on a licensed or approved market (section 5(3)(a)(i)–(ii) and 5(3)(b)(ii)/5(3)(c)(ii)). This channels execution through public markets rather than off‑market matching, which preserves market price discovery but can produce timing and allocation frictions for participating holders.\n- Competition and private choice: the instrument does not ban competing private arrangements; it creates a lower‑compliance route for issuer‑run pooled facilities. That may make issuer facilities more commercially attractive relative to third‑party brokerage or individual sales, but participating holders retain a stated alternative right (section 6(2)(a)(ix) requires disclosure of alternatives).\n\nImplementation, compliance and regulatory discretion\n\n- Compliance burden: operators must provide a specified disclosure document to each invited holder containing a list of mandated items, keep the facility within time and participation caps, and take \"reasonable steps\" around control transactions (section 6). Preparing and distributing the disclosure material and verifying the facility satisfies the conditions is the primary compliance task.\n- ASIC discretion: ASIC can issue a notice preventing reliance on the instrument for a particular operator or its group (section 6(3)). That gives ASIC targeted supervisory control.\n\nConcentrated benefits and diffuse costs\n\n- Concentrated benefits: issuer/operators and their related bodies corporate benefit directly from lower compliance costs and simplified operation if they meet the conditions. (Sections 5–6.)\n- Diffuse costs/risks: individual participating holders bear transactional costs and potential price mismatch risk; those harms are spread across many small holders rather than concentrated on a single counterparty.\n\nKey limits and guardrails to note\n\n- Facility must use a market broker and operate via the public market in the ordinary course (section 5(3)(b)(ii); 5(3)(c)(ii)).\n- Timelines: payments/transfers must be made within eight weeks after the operator receives the election (section 5(3)(b)(iii); 5(3)(c)(v)). Facility cannot be open more than 12 months (section 6(1)(d)).\n- Small‑value cap for related purchase facilities: a participating holder can acquire, aggregated with prior facilities, no more than $5,000 of financial products in any consecutive 12 month period (section 5(3)(c)(vi)).\n\nSource mechanics to check when using the instrument\n\n- Confirm the financial products are quoted on a licensed or approved foreign market and issued by the operator or its related body corporate (section 5(3)(a)).\n- Ensure the mandatory disclosure document is delivered in one of the acceptable ways (personal delivery, post to register address, fax/electronic address nominated by holder, or by \"nominated electronic means\") and contains the required items (section 6(1)(a) and 6(2)).\n- Watch for any ASIC notice that removes the operator’s ability to rely on the instrument (section 6(3)).\n\nRelevant sections cited: definitions and scope (section 4); exemptions and conditions (sections 5 and 6)."},"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":3,"scope_assessment":{"changed":false,"description":"The instrument maintains its original narrow purpose. The sole amendment (2025/448) merely updates the reference to electronic disclosure methods to align with a new ASIC instrument, without expanding the substantive scope beyond share and interest sale facilities."},"complexity_factors":["Short instrument with only 6 operative sections plus definitions","Limited cross-referencing—primarily references to the Corporations Act 2001 (sections 601ED, 911A, 7.9) and one other ASIC instrument","8 defined terms in section 4, most referencing external definitions rather than creating new complex concepts","Clear conditional structure in section 5(3) with three main threshold conditions (a, b, c) and sub-bullets","Section 6 contains a detailed disclosure checklist (9 specific items) but presented as a straightforward compliance list","No nested exceptions or \"except where otherwise provided\" clauses","Single amendment since 2018 (updating electronic disclosure references), indicating stable, focused scope"],"plain_english_summary":"This instrument creates a safe‑harbour exemption allowing companies and managed investment schemes to operate pooled share sale and related purchase facilities for members without needing an AFSL. It affects issuers, small shareholders who want an easy aggregated way to sell or buy, and the brokers who execute the trades.\n\nIt reduces regulatory burden while preserving investor protections through mandatory disclosures, time limits, transaction caps and other conditions to limit misuse."}},"importantCases":[],"_links":{"self":"/api/acts/asic-corporations-share-and-interest-sale-facilities-instrument-2018-99","history":"/api/acts/asic-corporations-share-and-interest-sale-facilities-instrument-2018-99/history","analysis":"/api/acts/asic-corporations-share-and-interest-sale-facilities-instrument-2018-99/analysis","conflicts":"/api/acts/asic-corporations-share-and-interest-sale-facilities-instrument-2018-99/conflicts","importantCases":"/api/acts/asic-corporations-share-and-interest-sale-facilities-instrument-2018-99/important-cases","documents":"/api/acts/asic-corporations-share-and-interest-sale-facilities-instrument-2018-99/documents"}}