{"id":"F2016L01479","name":"ASIC Corporations (Transfers of Division 3 Securities) Instrument 2016/893","slug":"asic-corporations-transfers-of-division-3-securities-instrument-2016-893","collection":"legislative_instrument","jurisdiction":"commonwealth","status":"in_force","isInForce":true,"actNumber":null,"makingDate":null,"administeringDepartment":null,"currentVersion":{"id":438942,"registerId":"F2016L01479-fast-fetch-1775955153150","compilationNumber":null,"startDate":"2026-04-12","status":"InForce","reasons":null,"registeredAt":null},"sections":[{"sectionNumber":"1","sectionType":"section","heading":"ASIC Corporations (Transfers of Division 3 Securities) Instrument 2016/893","content":"---\nmeta-content-style-type: text/css\nmeta-content-type: application/xhtml+xml; charset=utf-8\ntitle: CO 02-0313 DRAFT remake\n---\n\n![Commonwealth Coat of Arms and ASIC logo](image.001.jpeg)\n\nASIC Corporations (Transfers of Division 3 Securities) Instrument 2016/893\n\nI, Grant Moodie, delegate of the Australian Securities and Investments Commission, make the following legislative instrument.\n\n \n\nDate  19 September 2016\n\n \n\n \n\nGrant Moodie\n\n \n\nContents\n\n[Part 1—Preliminary](#_Toc462050020)\n\n[1 Name of legislative instrument](#_Toc462050021)\n\n[2 Commencement](#_Toc462050022)\n\n[3 Authority](#_Toc462050023)\n\n[4 Definitions](#_Toc462050024)\n\n[Part 2—Declaration](#_Toc462050025)\n\n[5 Quoted securities of a foreign company](#_Toc462050026)\n\n[6 Transfers of quoted securities of a foreign company](#_Toc462050027)\n\n[7 Transfers of options over unissued securities](#_Toc462050028)\n\n \n\nPart 1—Preliminary\n\n1 Name of legislative instrument\n\nThis is the ASIC Corporations (Transfer of Division 3 Securities) Instrument 2016/893.\n\n2 Commencement\n\nThis instrument commences on the day after it is registered on the Federal Register of Legislation.\n\nNote: The register may be accessed at [www.legislation.gov.au](http://www.legislation.gov.au).\n\n3 Authority\n\nThis instrument is made under subsection 1073E(1) of the Corporations Act 2001.\n\n4 Definitions\n\nIn this instrument:\n\nAct means the Corporations Act 2001.\n\nDivision 3 rights has the meaning given by subregulation 1.0.02(1) of the Regulations.\n\nRegulations means the Corporations Regulations 2001.\n\nPart 2—Declaration\n\n5 Quoted securities of a foreign company\n\nDivision 3 of Part 7.11 of the Act and regulations made for the purposes of section 1073D of the Act apply to shares in, or debentures of, a foreign company that are quoted on the financial market operated by ASX Limited.\n\n6 Transfers of quoted securities of a foreign company\n\nRegulations made for the purposes of section 1073D of the Act have effect in relation to the securities specified in section 5 as if the following provisions of the Regulations were modified:\n\n(a) in regulation 7.11.01 insert the following definitions in the appropriate alphabetical order:\n\n“absolute beneficial owner, in relation to Division 3 securities, means one or more beneficiaries of a trust to which a Division 3 security is subject, who has or who together have a presently enforceable and unconditional right to require the trustee of the trust to transfer the Division 3 security to them.”;\n\n“securities lending arrangement means an arrangement under which:\n\n(a) one entity (the lender) agrees that it will:\n\n(i) deliver Division 3 securities to another entity (the borrower) or to an entity nominated by the borrower; and\n\n(ii) vest title in those Division 3 securities in the entity to which they are delivered; and\n\n(b) the borrower agrees that it will, after the lender does the things mentioned in subparagraph (i):\n\n(i) deliver the Division 3 securities (or equivalent securities) to the lender or to an entity nominated by the lender; and\n\n(ii) vest title in those Division 3 securities (or those equivalent securities) in the entity to which they are delivered.”;\n\n(b) after paragraph 7.11.17(4)(a) insert:\n\n“(ba) if a designated broker is given authority by or on behalf of the absolute beneficial owner of Division 3 securities to sell or transfer those Division 3 securities, the designated broker is taken to have authority from the transferor to:\n\n(i) sell or transfer those Division 3 securities; and\n\n(ii) execute an instrument of transfer of those Division 3 securities;\n\non the transferor’s behalf, even if no authority is given by the transferor;”;\n\n(c) in paragraph 7.11.19(2)(f), omit “paragraph 7.11.17(4)(a),”, substitute “paragraph 7.11.17(4)(a) or (ba),”;\n\n(d) omit subregulation 7.11.40(1), substitute:\n\n“(1)  A broker must not stamp with a broker’s stamp a document (a transfer document) that relates to Division 3 securities and may be used as a sufficient transfer under this Part, unless the transfer document relates to:\n\n(a)  a sale or purchase of the Division 3 securities, in the ordinary course of the broker’s business, for a consideration of not less than their unencumbered market value at the time of the sale or purchase;\n\n(b)  the performance of obligations under a securities lending arrangement; or\n\n(c) a transfer from or to a broker’s clearing account in accordance with the operating rules of the financial market in which the broker is a participant.”; and\n\n(e) in paragraph 7.11.40(2)(b), omit “paragraph 7.11.17(4)(a),”, substitute “paragraph 7.11.17(4)(a) or (ba),”.\n\n7 Transfers of options over unissued securities\n\nRegulations made for the purposes of section 1073D of the Act have effect in relation to Division 3 rights as if the following provisions of the Regulations were modified:\n\n(a) in regulation 7.11.01 insert in the appropriate alphabetical order the following definition:\n\n“company option means a Division 3 right that is an assignable option to acquire by way of issue shares or debentures in a company on payment of an exercise price.”.\n\n\n(b) after subregulation 7.11.10 insert:\n\n“7.11.10A  Company options\n\nFor the purposes of regulations 7.11.11 to 7.11.14, and of the forms in Schedule 2A, a Division 3 right that is a company option is taken to be a Division 3 asset and not to be a Division 3 right.”;\n\n(c) before paragraph 7.11.16(1)(a) insert:\n\n“(aa) to have agreed at the execution time to accept the rights subject to the terms and conditions on which the transferor held them immediately before that time, being the terms and conditions that are applicable as between the issuer in relation to, and the holder for the time being of, the rights;”;\n\n(d) at the beginning of paragraph 7.11.16(1)(a) insert:\n\n “at the time (the payment time) at which the transferee subsequently makes payment to the issuer in relation to the Division 3 assets of the application monies or, in the case of company options, the exercise price,”;\n\n(e) in paragraphs 7.11.16(1)(a) and (b) and subregulation 7.11.16(2), omit “at the execution time” (wherever occurring), substitute “at the payment time”.\n\n \n","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":6,"scope_assessment":{"changed":true,"description":"The instrument expands the scope of Division 3 transfer rules to explicitly include shares and debentures of foreign companies quoted on the ASX (s 5). It also alters regulatory scope by: treating assignable company options as Division 3 assets rather than rights for transfer‑form purposes (s 7(b)), introducing securities‑lending arrangements into the regulatory regime (s 6(a)), and creating a designated‑broker authority and broker‑stamp exceptions that modify who may validly effect transfers (s 6(b), s 6(d))."},"complexity_factors":["Cross‑references to the Corporations Act and Corporations Regulations (authority: s 3; application to s 1073D: s 5) introduce layered statutory interplay.","Multiple targeted modifications to Regulations 7.11.* (see s 6(a)–(e) and s 7(a)–(e)) require reading the instrument together with existing regulatory provisions.","Introduction of new, technical definitions (\"absolute beneficial owner\", \"securities lending arrangement\", \"company option\") that change legal characterisation of rights and assets (s 6(a); s 7(a)).","Interplay with trust law: recognising an 'absolute beneficial owner' alters who can authorise transfers and creates evidentiary/agency questions (s 6(a); s 6(b)).","Detailed rules around securities lending arrangements set out transfer and re‑transfer mechanics that affect title flow and obligations between lender and borrower (s 6(a)).","Clarification of designated broker authority to execute transfers on behalf of an absolute beneficial owner and related stamping exceptions creates practical compliance and recordkeeping obligations for brokers (s 6(b); s 6(d)).","Change in temporal test from 'execution time' to a 'payment time' for company options shifts when conditions must be satisfied and affects issuer receipting and exercise mechanics (s 7(c)–(e)).","References to forms and Schedule 2A (treatment of company options as Division 3 assets for forms) create interdependence with prescribed documentation (s 7(b)).","Operational impact on market participants and clearing arrangements due to exceptions for transfers involving broker clearing accounts and securities lending performance (s 6(d)(c))."],"plain_english_summary":"This instrument applies Division 3 transfer rules under the Corporations Act to shares and debentures of foreign companies quoted on the ASX and amends the Corporations Regulations to change how those transfers operate. It adds definitions (absolute beneficial owner, securities‑lending arrangement, company option), clarifies when a designated broker can effect transfers and the broker‑stamp exceptions, and changes timing rules for transfers of company options, affecting brokers, issuers, trustees, beneficiaries and market participants by altering compliance duties and transaction authority."},"kimi_summary":{"content_quality":"ok","complexity_score":4,"scope_assessment":{"changed":false,"description":"The instrument remains tightly scoped to its original purpose: facilitating transfers of Division 3 securities for foreign companies and company options. It does not expand beyond the technical administrative fixes required for these specific transfer mechanisms."},"complexity_factors":["Heavy reliance on defined terms from external legislation ('Division 3 rights', 'Division 3 securities', 'Division 3 assets') requiring cross-reference to Corporations Regulations 2001","Nested modifications — the instrument doesn't set standalone rules but modifies existing regulations through 'as if' provisions in sections 6 and 7","Precise technical amendments requiring exact substitution of text (e.g., 'omit X, substitute Y') rather than general principles","Multiple cross-references to specific regulation numbers (7.11.01, 7.11.17, 7.11.40, etc.) making it unreadable without the parent regulations open","Conceptual complexity around timing — shifting 'execution time' to 'payment time' for options requires understanding of securities settlement mechanics","Introduction of new defined terms within modifications ('absolute beneficial owner', 'securities lending arrangement', 'company option') that only exist within the modified context"],"plain_english_summary":"This ASIC rule updates the paper-based Division 3 transfer regime to cover foreign companies listed on the ASX, clarify how brokers can act for absolute beneficial owners when shares are held in trust, treat company options like shares so transfers complete on payment of the exercise price, and permit stamping for securities‑lending arrangements. It affects foreign issuers, investors holding company options, and brokers — a technical fix to keep the legacy paper transfer system operating smoothly alongside electronic markets."}},"importantCases":[],"_links":{"self":"/api/acts/asic-corporations-transfers-of-division-3-securities-instrument-2016-893","history":"/api/acts/asic-corporations-transfers-of-division-3-securities-instrument-2016-893/history","analysis":"/api/acts/asic-corporations-transfers-of-division-3-securities-instrument-2016-893/analysis","conflicts":"/api/acts/asic-corporations-transfers-of-division-3-securities-instrument-2016-893/conflicts","importantCases":"/api/acts/asic-corporations-transfers-of-division-3-securities-instrument-2016-893/important-cases","documents":"/api/acts/asic-corporations-transfers-of-division-3-securities-instrument-2016-893/documents"}}