{"id":"BILL-r7411","name":"Corporations Amendment (Digital Assets Framework) Bill 2025","slug":"corporations-amendment-digital-assets-framework-bill-2025","collection":"bill","jurisdiction":"commonwealth","status":"in_force","isInForce":true,"actNumber":null,"makingDate":null,"administeringDepartment":null,"currentVersion":{"id":446054,"registerId":"commonwealth-BILL-r7411-current","compilationNumber":null,"startDate":"2026-05-05","status":"royal_assent","reasons":null,"registeredAt":null},"sections":[],"analysis":{"summary":{"status_summary":"The Corporations Amendment (Digital Assets Framework) Act 2026 received royal assent on 8 April 2026.","complexity_score":8,"likely_questions":["Does my digital asset platform require an Australian financial services licence under the new framework?","Which exemptions might apply to a small or low-volume digital asset service provider?"],"complexity_factors":["new definitions and classifications for digital tokens, digital asset platforms and tokenised custody platforms","layered licensing, disclosure and standards obligations with ministerial and ASIC rulemaking powers"],"plain_english_summary":"Creates a dedicated regulatory regime for platforms that hold or manage digital assets for clients, treating many tokens as financial products and requiring platform operators to hold an Australian financial services licence and meet custody, settlement, disclosure and voting obligations.\n\nIt targets crypto exchanges, custodians, tokenisation services, advisers and their clients, includes targeted exemptions and ASIC standards, and takes effect 8 April 2027 with a six‑month licence transition period."},"flash_summary":{"complexity_score":8,"scope_assessment":{"changed":true,"description":"Compared with the instrument’s original, stated purpose (to create a licensing and regulatory framework for businesses that hold or manage digital assets on behalf of consumers), the enacted Act both implements that purpose and meaningfully expands the tools available to government and regulators. The expansion occurs two ways: (1) by creating broad, flexible instrument‑making powers that can bring otherwise non‑financial tokens and platforms within market and clearing rules (Ministerial declarations under 767B/768B and prohibitions under 912BH); and (2) by conferring wide standard‑making powers on ASIC to set prudential, custody and settlement standards (912BE–912BF). Those delegated powers broaden the scope of who and what can be regulated without further primary‑law change. The Act also adds multiple definitional categories and carve‑outs (public infrastructure, custodial staking, wrapped tokens, low‑value exemptions) that reshape coverage in detailed ways. In short: the core goal remains regulating custodial/platform conduct, but the final text gives executive and regulatory actors substantial discretion to extend or narrow coverage, increasing the practical scope beyond the initial narrow licensing objective."},"complexity_factors":["Introduces multiple new core definitions (digital token 761GB; digital asset platform 761GC; tokenised custody platform 761GD; public digital token infrastructure 9E; custodial staking arrangement 9F).","Substantial cross‑amendments across the Corporations Act and the ASIC Act (dozens of sections amended/inserted across Parts 7.1, 7.6, 7.9, 7.10 and ASIC Act Divisions).","Extensive delegated‑law powers: Ministerial declarations to extend/exempt platforms as financial markets or clearing facilities (767B, 768B, 767C, 768C) and Ministerial prohibitions (912BH–912BI).","Multiple ASIC instrument‑making powers with substantive scope (asset‑holding standards 912BE; transactional and settlement standards 912BF; platform rules 912BG).","Layered conditional rules and constitutional carve‑outs limiting application to \"constitutionally‑covered corporations\" (sections 766K, 12BAC, and multiple notes), producing differing coverage depending on corporate form and mode of service delivery.","Numerous exceptions and carve‑outs (public infrastructure, custodial staking, low‑value exemptions, wrapped tokens) that require interpretation and may interact (see 9E–9F, 911A(2)(ja), 765E).","Transitional and application complexity: staged commencement, a transition period for AFSL applications and limits on retrospective application (1730–1735).","Many civil penalty provisions scattered across the new obligations (e.g. 912BB, 912BC, 912BD, 1020AN, 1020AP, 1020AR), increasing compliance risk for missteps.","Technical substance in platform governance requirements (platform rules content 912BG; voting policy 1020AP–1020AQ) and detailed disclosure obligations (1020AN–1020AO).","Intersections with other regulatory regimes (AML/CTF/AUSTRAC, securities, trust/custody law) create interpretive complexity and potential duplication of duties."],"plain_english_summary":"**What this law does, in plain English**\n\n- Creates new legal definitions for key digital‑asset concepts and brings many crypto platforms into Australia’s financial services rules. Key new definitions include:\n  - **Digital token** (electronic records a person can \"factually control\") — see section 761GB.\n  - **Digital asset platform (DAP)** (a facility where an operator possesses tokens for or on behalf of clients) — see section 761GC.\n  - **Tokenised custody platform (TCP)** (an operator issues a single token for a non‑money underlying asset and holds that asset for token‑holders) — see section 761GD.\n\n- Treats DAPs and TCPs as financial products in many contexts so they fall under the Corporations Act obligations (including licensing, disclosure and conduct rules) unless they are already a managed investment scheme — see insertion after section 764A and sections 761GC–761GD.\n\n- Requires platforms that issue these facilities and provide related financial services to hold an Australian Financial Services Licence (AFSL), subject to a transition period and limited small‑operator exemptions (see sections 911A(2)(ja), 1732–1733 and related transitional provisions).\n\n- Gives ASIC power to make binding, prudential‑style standards for platforms on how assets are held and how transactions are executed (the asset‑holding standards and transactional and settlement standards — sections 912BE and 912BF). The Act also requires platforms to publish and follow platform rules (section 912BG) and gives the Minister a power to prohibit particular products or transactions on particular platforms (sections 912BH–912BI).\n\n- Creates disclosure requirements tailored to platforms: a DAP/TCP Guide that must be given to retail clients (contents set out in sections 1020AN–1020AO) and a platform voting policy for governance/voting rights (sections 1020AP–1020AQ). It also sets rules on providing clients copies of communications about underlying assets (section 1020AR).\n\n- Carves out specific exemptions and limits: public digital token infrastructure (open, permissionless protocols) and certain custodial staking arrangements are excluded from being treated as managed investment schemes or financial products in particular ways (sections 9E–9F and amendments to the managed investment scheme definition). There is also a low‑value exemption (thresholds: $5,000 per customer and $10 million annual turnover by default, adjustable by regulation) for small operators (see 911A(2)(ja) and 911A(4B)).\n\n- Introduces significant delegated powers and conditional coverage:\n  - The Minister can declare that a DAP is a financial market or a clearing and settlement facility even if the tokens themselves are not otherwise financial products (sections 767B and 768B). That changes which market‑regulation rules apply to some platforms.\n  - ASIC may make standards by legislative instrument about custody, reconciliation, settlement and related matters (sections 912BE–912BF).\n\n- Limits some applications of the Act to entities or conduct with a clear constitutional link to Australia (\"constitutionally‑covered corporations\" and use of postal/telegraphic/telephonic services), creating a carve‑out where the platform is outside those connections (see sections 766K, 12BAC and multiple notes in the amendments).\n\n**Who this affects**\n\n- Platform operators and custodians that possess tokens or hold underlying assets on behalf of others (both centralised exchanges and tokenised custodians) — directly affected by AFSL, asset‑holding, settlement standards and disclosure obligations (see sections 761GC–761GD, 912BE–912BF, 1020AN).\n- Financial services licensees that issue DAPs/TCPs — must adopt platform rules, comply with ASIC standards, and meet disclosure and voting policy requirements (sections 912BG, 912BB, 1020AP).\n- Retail and wholesale clients of those platforms — gain new disclosure rights, access to communications about underlying assets, and protections tied to licences and ASIC standards (sections 1020AN, 1020AR).\n- Non‑Australian or decentralised operators — may be in scope if they carry on business or induce Australians to use their services; but enforcement and constitutional limits are carefully constrained (see sections 911D (existing law), 766K, 12BAC and transitional notes).\n- Developers and operators of public permissionless infrastructure and certain staking services — specifically carved out from being captured as managed investment schemes in some circumstances (sections 9E–9F, amendments to the definition of managed investment scheme).\n\n**Why it matters (mechanics, incentives and trade‑offs)**\n\n- Mechanically, the Act shifts many platform activities into the existing financial services architecture rather than creating a wholly separate regime: it does this by defining DAPs/TCPs as facilities and by using AFSL licensing, ASIC standards and market/clearing definitions to bring platforms under established obligations (see 761GC–761GD; 912BE–912BF; 767B/768B).\n\n- Who decides and how: the Minister can declare platform coverage and prohibit specific uses of platforms (767B, 912BH). ASIC sets technical standards about custody and settlement (912BE–912BF). Those delegated powers allow quick adjustments but concentrate substantial rule‑making discretion in the executive and the regulator.\n\n- Who pays: platform operators bear the direct compliance costs — licensing processes, capital/asset‑holding requirements, reconciliation and reporting systems, legal and disclosure costs. Consumers may face higher prices or reduced product choice if small platforms exit or consolidate because of compliance costs. The Householder/retail client gains better disclosure and some operational protections (1020AN–1020AR) but potentially at the cost of reduced competition.\n\n- Incentives and behavioural effects: platforms will have incentives to formalise custody arrangements (e.g., hold client assets under recognized trust/bailee arrangements or update internal accounting to satisfy possession rules in section 86 and 761GB). Some decentralised or offshore structures may alter how they market or allow access to Australian users to avoid Australian jurisdictional hooks (see constitutional‑coverage limitations in 766K and related provisions).\n\n- Trade‑offs and implementation risks:\n  - Flexibility vs parliamentary oversight: Ministerial and ASIC instrument powers (767B, 768B, 912BE, 912BF, 912BH) provide agility for emerging tech but reduce the amount of primary‑law detail debated in Parliament. Those instruments are generally disallowable, but still enable substantial scope‑setting without full legislative amendment.\n  - Capture and regulatory cost: broad definitions (notably digital token in 761GB) plus delegated regulation can raise compliance uncertainty and increase costs for small operators; that creates a risk of market consolidation benefiting larger incumbents able to absorb compliance burden.\n  - Enforcement and cross‑border limits: the Act relies on existing constitutional bases and on ASIC’s traditional cross‑border tools; enforcement against decentralised or stateless actors may remain difficult in practice (see notes around constitutionally‑covered corporations and RG 121 references).\n  - Potential overlap with other regimes: changes interact with AML/CTF rules administered by AUSTRAC and with securities/custody law; the Act provides some carve‑outs but also broad catch‑all definitions that could trigger parallel obligations (see definitions and exemptions in sections 9E–9F and managed investment scheme amendments).\n\n**Practical immediate effects**\n\n- Operators that currently custody client tokens will need to prepare for AFSL requirements and to design platform rules, voting policies and disclosure guides (sections 912BB–912BG and 1020AN–1020AP). There is a transition window but the regulatory architecture (ASIC standards and Ministerial declarations) will determine specific operational requirements.\n\n- Small, low‑value operators can rely on statutory exemptions if they meet thresholds (911A(2)(ja), 911A(4B)), but those thresholds can be varied by regulation.\n\n- Wrapped tokens and certain redemption rights are treated specially: redemption rights can be disregarded for the financial‑product characterisation of a wrapped token in many cases (section 765E), which narrows some ways tokens become financial products.\n\n**Sections to look at first if you need to act**\n\n- Definitions and possession: 761GB (digital token), section 86 (possession) and 761GC–761GD (platform definitions).\n- Licensing, standards and platform rules: 912BE–912BF (ASIC standards), 912BG (platform rules), 912BB–912BD (licensee obligations).\n- Ministerial declaration and prohibitions: 767B, 768B (market/clearing declarations); 912BH–912BI (prohibitions on product use).\n- Disclosure: 1020AN–1020AR (DAP/TCP Guide, voting policy, disclosure of communications).\n\n(Claims about policy aims in the Explanatory Memorandum — e.g. improving consumer protection and regulatory certainty — are the Act’s stated purpose; the text then achieves that by imposing licensing, custody/settlement standards and disclosure obligations while giving the regulator and Minister powers to adapt scope. Those choices create the costs, incentives and trade‑offs described above: compliance costs and potential consolidation for operators, greater disclosure and procedural rights for clients, and increased discretionary rule‑making by the executive and ASIC.)"}},"importantCases":[],"_links":{"self":"/api/acts/corporations-amendment-digital-assets-framework-bill-2025","history":"/api/acts/corporations-amendment-digital-assets-framework-bill-2025/history","analysis":"/api/acts/corporations-amendment-digital-assets-framework-bill-2025/analysis","conflicts":"/api/acts/corporations-amendment-digital-assets-framework-bill-2025/conflicts","importantCases":"/api/acts/corporations-amendment-digital-assets-framework-bill-2025/important-cases","documents":"/api/acts/corporations-amendment-digital-assets-framework-bill-2025/documents"}}