PRACTICE AND PROCEDURE - CORPORATIONS - application for stay of a decision - cancellation of Australian Financial Services License - whether a stay is desirable for the purpose of ensuring the effectiveness of the review - consideration of consequences on the parties - application dismissed

Administrative Review Tribunal Act 2024 (Cth) s 32

Corporations Act 2001 (Cth) s 915B

1. At the start of 2024, Right Path Financial Pty Ltd held an Australian Financial Services Licence granted under the Corporations Act 2001 (Cth) ('Corporations Act'). It provided financial services to its clients under that licence. In May 2024, Ms Huale Huang acquired the company, becoming its sole shareholder and director. She arranged for the company name to be changed to Velos Global Markets Pty Ltd ('Velos') and on 21 May 2024 the Australian Securities and Investments Commission ('ASIC') varied the conditions of the licence and issued the licence with varied conditions in the name Velos Global Markets Pty Ltd.
2. The previous owners ceased to hold shares or offices in the company, however one of the former owners, Mr Bradley McFadden, was identified as a key person for the purposes of the licence.[1]
3. Velos did not continue to run the financial services business that had to that point been operated by Right Path Financial Pty Ltd. Instead, Ms Huang and her husband used two bank accounts in Velos' name to conduct a collectibles trading business where they bought and sold autographed items, sports photos and other memorabilia. The collectible business was not a financial services business.
4. Ms Huang did however advise ASIC that she had plans to set up a financial services business that would require an Australian Financial Services Licence. She told ASIC on 22 August 2025 that she would be launching that business by 1 October 2025.[2]
5. Under s 915B(3) of the Corporations Act, ASIC may cancel an Australian Financial Services Licence held by a body corporate by giving written notice to the body if the body ceases to carry on the financial services business. On 23 September 2025 ASIC decided to exercise the discretion conferred by s 915B(3) and cancel Velos' licence. The power to cancel was exercised for the following reasons:

[27] The power to suspend or cancel an AFS licence should only be exercised having regard to the purpose of the legislative scheme. > > [28] The purpose of the legislative scheme is found in s760A and s1(2) of the ASIC Act. Relevantly to this matter, its purpose is to promote fairness, honesty and professionalism by those who provide financial services, as well as confident and informed participation of investors and consumers in the financial system. > > [29] Further, applying to ASIC under s913A and being assessed by ASIC under s913B is the only method approved by Parliament for obtaining an AFS licence. The legislative scheme does not allow for a person, in this instance Ms Huang, to obtain an AFS licence by buying a company that already holds an AFS licence. ASIC does not know if she has the fitness and propriety to control a business that carries on a financial services business under the licence because she did not apply to ASIC for the licence under s913A and was not assessed by ASIC under s913B. > > [30] I am satisfied that, in such circumstances, allowing the licence to continue so as to enable Velos Global Markets to launch a new financial services business will not promote fairness, honesty and professionalism by those who provide financial services, nor confident and informed participation of investors and consumers in the financial system. > > [31] There is nothing that Velos Global Markets can do to remedy this situation. I am therefore satisfied that the licence must be cancelled. If Velos Global Markets wishes to hold an AFS licence in the future, it will have to apply for one under s913A.[3]

6. Velos applied to the Administrative Review Tribunal ('Tribunal') for review of that decision. Velos also applied for a stay of the decision.
7. The application for a stay was heard by the Tribunal on 11 December 2025. Prior to the hearing both parties submitted written submissions. At the hearing Ms Huang appeared for Velos and ASIC was represented by counsel. Although there was little in the way of factual disagreement between the parties the following material was taken into evidence:

Bachelor of Commerce awarded by University of Canterbury to Huale Huang on 29 July 2009.

Certificate entitled 'RG146 Generic Knowledge' awarded to Huale Huang on 6 August 2025

Application for review of decision filed with the Tribunal by Velos dated 21 October 2025, enclosing:

• 1.1 Notice of Application for Review of Decision addressed to ASIC from the Tribunal dated 26 October 2025
• 1.2 Statement of Ms Huale Huang in support of application for review and stay order
• 1.3 Application for a s 32(2) Administrative Review Tribunal Act 2024 stay order filed by applicant
• 1.4 Notice relating to an application for an order to stay the operation or implementation of a decision

Letter from ASIC to the applicant containing banning order of the applicant's Australian Financial Services License under s 915B of the Corporations Act and enclosing:

• notice of cancellation order.
• Statement of reasons for the decision of the ASIC Delegate
• ASIC Information sheet 9

Memo to ASIC Delegate requesting cancellation of applicant's Australian Financial Services License, enclosing:

• 3.1 Current and historical company extract of Velos Global Markets Pty Ltd
• 3.2 ASFL of Velos Global Markets Pty Ltd
• 3.3 Section 912C Notice
• 3.4 Section 33 Notice
• 3.5 Covering email and written statement from H Huang to Grace Gakopoulous
• 3.6 Email from H Huang to Grace Gakopoulous

Ms Huang affirmed her statement included in the T Documents,[4] and responded to questions from the Tribunal and ASIC's representative.

1. Section 32 of the Administrative Review Tribunal Act 2024 (Cth) ('ART Act') provides as follows:

(1) The making of an application to the Tribunal for review of a reviewable decision does not affect the operation of the decision or prevent the taking of action to implement the decision.

(2) However, on application by a party to a proceeding for review of a reviewable decision, the Tribunal may make an order staying or otherwise affecting the operation or implementation of the decision if the Tribunal considers that it is desirable to do so for the purpose of ensuring the effectiveness of the review.

(3) The order is subject to any conditions specified in the order.

(a) an order staying the operation of ASIC's cancellation decision dated 23 September 2025 until this Tribunal determines the review; or > > (b) an order permitting the applicant, for pre-launch activities only, to hold itself out as licensed for the limited purposes of vendor onboarding, insurance placement, banking arrangements and compliance build, with strict conditions.[5]

2. I will deal with the second order that Velos seeks first. The order is an unusual one. The order sought would, if taken literally, allow the applicant to misrepresent their licensing status to third parties with which it deals pending the hearing of this matter. Conduct of that kind is likely to be unlawful. It is difficult to see how it could be other than misleading and deceptive.. At present Velos does not have an Australian Financial Services Licence and if it is being truthful about its status, it must not hold itself out to third parties that it does hold a licence. Through the granting of an order under s 32, Velos wants to be able to hold out to certain third parties that it is in fact the holder of an Australian Financial Services Licence. It is beyond the power of the Tribunal to create for a person a legal right to represent to a third party that it has a certain legal status when it does not have that status. Section 32 does not confer such a facility on the Tribunal. Consequently, an order of the second kind sought cannot be made.
3. The next question to be dealt with is whether the Tribunal can grant a stay affecting the operation of ASIC's decision to cancel Velos' Australian Financial Services Licence. To make an order staying the operation of the decision the Tribunal must be satisfied that it is desirable to do so for the purpose of ensuring the effectiveness of the review.
4. The respondent contends that this threshold for the exercise of the power has not been met. The respondent submits that a stay will do nothing to secure the effectiveness of the review. The applicant is not conducting a financial services business at present (and nor was it doing so at the time of ASIC's decision), so a stay is not necessary to ensure the effectiveness of the review. I accept this submission.
5. Velos has not conducted any business that requires an Australian Financial Services Licence since May 2024. There is some evidence that the applicant is taking steps to get the business underway but there is no convincing evidence that those steps are well advanced or that the business could be up and running quickly if the legal impediment to commencement was lifted.
6. The matter is listed for hearing on 17 March 2026 and a decision will follow shortly after that. If the applicant is successful there will have been a delay of just over three months in the commencement of a business that has never previously operated, and which has been under consideration for more than 18 months. There is no evidence that suggests that a delay of a few additional months would destroy the subject matter of the proceedings, permanently damage the applicant's business plans or render it impossible for Velos to commence the business. There is no evidence even of financial hardship arising from any delay in the applicant getting access to an Australian Financial Services Licence. There is nothing in the evidence that could support a conclusion that the granting of a stay would assist in ensuring the effectiveness of the review. At its highest the evidence suggests that the granting of a stay might allow the applicant to take some administrative steps that will allow the company to commence operating the business more quickly if a favourable decision is made on review. This is not sufficient to establish that a stay is desirable for the purpose of ensuring the effectiveness of the review. I am satisfied that the review offered by the Tribunal when the matter is heard in March 2026 will be an effective review of ASIC's decision to cancel. There is no evidence that supports a conclusion that section 32 orders are required to ensure the effectiveness of that review.
7. In those circumstances the application for an order under s 32 is dismissed. I have issued separate directions to timetable the matter to a hearing on 17 March 2026.