ASIC Corporations (Employee Incentive Schemes—Ongoing Relief) Instrument 2025/169

The instrument turns on a set of defined terms in s 4 that determine who and what are covered. Eligible participant is an expansive category: full‑time and part‑time employees (including executive directors), non‑executive directors, contractors (as defined), casual employees (as defined), and persons who could only accept an offer if an arrangement was entered into that would make them one of those categories (s 4(1), eligible participant). Eligible product is bifurcated according to whether the body is listed or unlisted. For listed bodies, eligible products include fully paid shares tradable on an eligible financial market, beneficial interests where the class is tradable, convertible arrangements where conversion is nominal, stapled securities tradable on ASX, interests in registered schemes tradable on ASX, units, options and incentive rights related to those products (s 4(1), eligible product(a)(i)-(ix)). For unlisted bodies eligible products are narrower and focus on fully paid ordinary voting shares, units, options and incentive rights in respect of those shares (s 4(1), eligible product(b)(i)-(iv)).

Employee incentive scheme is defined by reference to prior reliance on CO 14/1000 or CO 14/1001, or an individual instrument in similar terms (s 4(1), employee incentive scheme). The definition explicitly includes the issue or transfer of eligible products as a result of exercise or vesting of overlying eligible products (s 4(1)(b)). Related to this are the terms underlying eligible product (the actual share/unit/stapled security acquired, s 4(1)) and overlying eligible product (options, incentive rights, or other instruments that convert or deliver the underlying, s 4(1)). Trustee is defined as the body that holds or will hold underlying eligible products on trust either generally for eligible participants on an unallocated basis or for specified eligible participants on an allocated basis (s 4(1), trustee).

The instrument recognises market definitions and external instruments. Eligible financial market includes ASX Market and approved foreign markets as notionally modified by an ASIC instrument (s 4(1), eligible financial market; references ASIC Corporations (Definition of Approved Foreign Market) Instrument 2017/669). If the listed body is a registered scheme, relief and requirements are taken to apply to the responsible entity (s 4(2)(a)). The instrument also expressly treats renunciation arrangements (offers that can be renounced in favour of immediate family members, certain companies or corporate trustees of SMSFs) as still being offers to eligible participants (s 4(2)(b)), which preserves common renunciation features of employee share plans.

Relief is specific: s 5 delivers disclosure relief for subsequent sale offers within 12 months of issue where the underlying product arose from exercise or vesting under a covered scheme; s 5 also gives advice relief, exempting a financial services licensee or authorised representative from s 1012A when giving financial product advice to eligible participants recommending acquisition of an underlying eligible product in connection with a scheme. Section 6 provides licensing and other relief from s 911A for general advice, issuing and dealing, custodial and depository services, and advertising obligations under s 1018A, plus an incidental managed investment scheme carve‑out from s 601ED where a contribution plan would otherwise create an incidental managed investment scheme solely by reason of operating that plan.

Conditions attached in s 7 constrain how contribution plans operate, set custodial and trustee duties, cap trustee holdings (5% for listed, 20% for unlisted, s 7(4)(g)), limit loans for acquisition of eligible products (s 7(5)-(6)), and preserve certain rights for participants (voting and dividends where held on allocated basis, s 7(2)(d)). The instrument therefore defines a set of normative behaviours,who may be offered, what can be offered, how contributions and holdings must be managed, and what organisational limits apply,while providing relief from specified statutory obligations for covered conduct.

The instrument affects several distinct groups and legal actors, each with different duties and optional behaviours under the instrument. Primary affected entities include listed bodies and unlisted bodies that operate employee incentive schemes where offers were made relying on CO 14/1000, CO 14/1001, or similar individual instruments (s 4(1), employee incentive scheme; s 6). Where a listed body is a registered scheme, the responsible entity is the person taken to be affected and subject to the relief and conditions (s 4(2)(a)). Associated body corporates of a body are covered where defined: for listed bodies, associated body corporate includes related bodies corporate and bodies with 20% or more voting power in either direction; for unlisted bodies it equals wholly owned subsidiaries (s 4(1), associated body corporate). That construct determines which corporate entities may rely on the relief and which must satisfy the conditions.

Eligible participants are directly affected: full‑time and part‑time employees (including executive directors), non‑executive directors, contractors, casual employees, and persons who would only accept the offer subject to becoming one of those categories (s 4(1), eligible participant). Contractors and casual employees are precisely defined based on hours worked (pro‑rata 40% or more of comparable full‑time) and nature of company contracting relationships (s 4(1), contractor; casual employee). These definitions determine both who may be offered products and who benefits from the relief to advisers and scheme operators when operating the employee incentive scheme.

Trustees of employee incentive scheme holdings are materially affected. Trustees holding underlying eligible products on trust, either unallocated generally or allocated for specified participants, are subject to administrative constraints: their activities must be limited to employee incentive schemes of the body or associated body corporate (s 7(4)(c)); they must maintain written records and, where applicable, allocated sub‑registers (s 7(4)(d)); they cannot levy any fees payable by eligible participants other than reasonable disbursements (s 7(4)(e)); and they are constrained in exercising voting rights if the trustee is the body or an associate (s 7(4)(f)). Trustees also face holding caps: they, alone or together with other trustees, may not hold more than 5% (listed) or 20% (unlisted) of the relevant voting shares or interests arising from covered schemes (s 7(4)(g)).

Financial services licensees and authorised representatives are affected, but the instrument grants relief in narrowly defined circumstances. A licensee or authorised representative who gives financial product advice to an eligible participant recommending acquisition of an underlying eligible product in connection with a covered employee incentive scheme does not have to comply with s 1012A with respect to that advice (s 5(2)). Similarly, bodies or associated bodies corporate are exempt from s 911A when providing general advice in connection with acquisition of underlying eligible products or when dealing, issuing, providing custodial or depository services, or advertising in connection with the scheme, subject to the conditions in s 6 and s 7.

Other market participants are indirectly affected. Market intermediaries who handle post‑issue sale offers within 12 months will interact with issuers and holders who can rely on the sale‑offer disclosure relief in s 5(1). Banks (Australian ADIs) holding contribution plan cash accounts are implicated by the requirement that contributions be held in an ADI account used solely for employee incentive schemes (s 7(2)(c)). Regulators and legal advisers are affected in that they must assess whether particular offers and arrangements fall within the instrument’s definitions and conditions to determine whether relief applies.

Finally, shareholders and public investors have an indirect interest because the instrument allows issuance and certain post‑issue dealings without the usual disclosure or adviser‑level product disclosure requirements (s 5-6). This alters the information environment around transfers and disposals connected with employee incentive schemes and may affect liquidity and public market signals for the relevant securities, subject to the instrument’s targeted limits and conditions (for example the 12‑month subsequent sale window in s 5(1)).

The instrument’s relief is conditional, and those conditions impose specific duties on bodies, trustees and scheme operators and confer certain rights on eligible participants. The starting point is that the exemptions in s 6 (licensing and other relief) are available only where the conditions in s 7 are met; s 7 is therefore a catalogue of duties necessary to preserve the relief.

Contribution plans. If a listed body, an associated body corporate or a trustee relies on s 6 and operates a contribution plan, that plan must have been disclosed in the scheme’s offer document (s 7(1)). A body that makes an offer under such a scheme must not allow a participant to join the contribution plan unless the participant has agreed in writing to the plan’s terms (s 7(2)(a)). The body must not permit participation in the contribution plan to be used to acquire an overlying eligible product that is not tradable on an eligible financial market (s 7(2)(b)). Contributions (other than future salary sacrifices or loans from the body) that are to be used but have not yet been used to acquire underlying eligible products must be held on trust in an account with an Australian ADI used solely in connection with employee incentive schemes of that body or associated bodies (s 7(2)(c)). Participants have a statutory right under the instrument to discontinue participation by notice, with discontinuance effective within no more than 45 days (s 7(2)(e)), and the body must promptly repay unused contributions (other than certain salary sacrifice or loan amounts) together with any accumulated interest, net of tax (s 7(2)(f)).

Voting and income rights. Where contributions are used to acquire underlying eligible products for a specified participant on an allocated basis, the participant must have the right to exercise, or direct the trustee to exercise, voting rights attaching to those products and to receive income deriving from them, including dividends and distributions (s 7(2)(d)). The instrument allows the right to receive dividends to be subject to terms requiring application to repay a loan from the body if such a loan exists (s 7(2) note).

Trustees. Trustees are confined in their activities: they must limit actions as trustee to employee incentive schemes and ineligible employee incentive schemes of the body or associated body corporate (s 7(4)(c)). They must maintain written records on trust administration and, where products are held on an allocated basis, records that identify products held for specified participants (s 7(4)(d)). Trustees cannot levy fees or charges payable directly by eligible participants or out of trust assets other than reasonable disbursements including brokerage and tax (s 7(4)(e)). If the trustee is the body or an associate, it must not exercise, at its own discretion, any voting rights attaching to underlying eligible products held on trust (s 7(4)(f)). Trustees, alone or together, are capped in their aggregate holdings to no more than 5% of voting shares/interests for listed bodies or 20% of fully paid ordinary voting shares for unlisted bodies (s 7(4)(g)).

Loans. A listed body or associated body corporate relying on the s 6 exemption must not provide any loan to an eligible participant to acquire an eligible product other than as a result of an offer of a loan made before commencement of this instrument in accordance with CO 14/1000 or similar prior instrument (s 7(5)(a)). Where such a loan exists, its terms must ensure that no fees or interest are payable and that the lender either has no recourse against the participant or recourse is limited to forfeiture of the eligible products (s 7(5)(b)(i)-(ii)). Unlisted bodies must ensure schemes do not involve loans to participants (s 7(6)).

Relief triggered duties. Where relief from disclosure or licensing is relied upon, bodies and advisers must ensure they operate within the narrow scope of the relief. For example, a financial services licensee providing advice that includes a recommendation to acquire an underlying eligible product in connection with an employee incentive scheme does not have to comply with s 1012A for that advice (s 5(2)), but only insofar as the advice is to an eligible participant in connection with the scheme; outside that narrowly defined scenario, ordinary obligations under the Corporations Act remain.

Interpretive duties. The instrument requires accurate classification of participants, products, and markets. Whether a product is an eligible product depends on its tradability on an eligible financial market and whether the issuing body is listed or unlisted (s 4(1), eligible product). For registered schemes the responsible entity must be treated as the relevant corporate actor for relief or requirements (s 4(2)(a)). Organisations need to be careful about renunciation arrangements, which are treated as offers to eligible participants when renounced to certain persons (s 4(2)(b)).

Rights for participants. Participants gain a clear right to discontinue contribution plans with a defined notice period and to repayment of unused contributions (s 7(2)(e)-(f)). Where products are allocated to them, participants have rights to voting and income (s 7(2)(d)). These rights are designed to preserve participant control and economic benefit even where the scheme is operated with relief from standard disclosure or licensing rules.

The instrument itself does not create new criminal offences or express civil penalties within its text. Rather, it operates through modification of existing Corporations Act obligations and by prescribing conditions that must be met to rely on the exemptions. Enforcement therefore falls back to the regulatory and enforcement mechanisms applicable under the Corporations Act for the provisions that are modified or exempted, and to ASIC’s powers under the statutory sections listed as the instrument’s authority (s 3).

The instrument is made under subsections 283GA(1), 601QA(1), 741(1), 926A(2), 992B(1) and 1020F(1) of the Corporations Act 2001 (s 3). Those provisions are the statutory bases for ASIC to make class orders and instruments insofar as they relate to disclosure, managed investment schemes, financial services, and other regulatory regimes in the Act. The instrument’s conditions are expressly tied to the availability of exemptions (s 6 and s 7): to rely on the s 6 exemptions a body or trustee must operate the scheme in accordance with the conditions in s 7. The instrument therefore makes compliance with s 7 a precondition to retaining relief; non‑compliance will remove the legal basis for exemption and restore the ordinary statutory obligations under the Corporations Act that were the subject of relief (for example s 1012A, s 911A, s 1018A, and the disclosure provisions of Parts 6D and 7.9).

Practical enforcement flows. If a scheme operator or trustee breaches the instrument’s conditions, ASIC would not be prevented, on the basis of this instrument, from treating the conduct as subject to the Act’s ordinary obligations and any enforcement powers that apply under those provisions. The instrument’s repeal at the start of 1 April 2030 (s 9) also establishes a time horizon for the continued availability of the relief; after repeal the relief will no longer be available and the underlying Act requirements will apply unless another instrument intervenes.

The instrument does not specify administrative processes for revocation of relief or rectification procedures. It does, however, preserve interpretive continuity with prior class orders (s 7(7)), which may be relevant to disputes about reliance on previous conduct or transitional arrangements. Parties relying on the exemptions should therefore keep contemporaneous records demonstrating compliance with the instrument’s conditions (s 7(4)(d) requires trust records), since such records will be material evidence in any regulatory or civil enforcement action.

Note on remedies. Because the instrument modifies the application of statutory obligations, remedies available for breaches of the Corporations Act (civil penalties, injunctions, compensation orders or criminal sanctions where the Act so provides) remain the legal backdrop, not replaced by this instrument. The instrument itself imposes no separate pecuniary penalties or criminal sanctions within its text.

The instrument expressly interacts with multiple provisions of the Corporations Act and a small set of external statutory instruments and Acts. The relief it grants is framed as an exemption from specific Act obligations: disclosure obligations under Parts 6D.2, 6D.3 and 7.9 (s 5(1)); adviser product disclosure under s 1012A (s 5(2)); licensing obligations under s 911A in narrowly defined circumstances for general advice, issuing, dealing and custodial services (s 6(1)-(3)); advertising obligations under s 1018A (s 6(4)); and the managed investment scheme operation requirement in s 601ED for incidental schemes created solely by operating a contribution plan (s 6(5)). Section 8 modifies the operation of s 708(5) (the small scale offer exclusion in Chapter 6D) by inserting a new paragraph that recognises offers made because of CO 14/1000 or CO 14/1001.

The instrument cross‑references ASIC’s earlier class orders CO 14/1000 and CO 14/1001 throughout (s 4(1), s 7(7), and the definitions of employee incentive scheme and ineligible employee incentive scheme). It also references ASIC Corporations (Definition of Approved Foreign Market) Instrument 2017/669 for the notion of an eligible foreign market (s 4(1), eligible financial market). The Superannuation Industry (Supervision) Act 1993 is referenced when defining renunciation to a corporate trustee of an SMSF (s 4(2)(b)(iii)). The instrument further notes that its repeal and the repeal of the earlier class orders are related: s 7(7) states that the section and the repeal of CO 14/1000 and CO 14/1001 by ASIC Corporations (Repeal) Instrument 2025/170 do not limit the application of subsection 7(2) of the Acts Interpretation Act 1901 to those class orders. That explicit preservation shows how transitional interpretation of instruments and class orders will be governed by the Acts Interpretation Act (s 7(7)).

Practical interaction with corporate governance and securities law. The instrument’s conditions touch corporate governance rights and market structures. The requirement that participants be able to exercise voting and income rights where products are held allocated for them (s 7(2)(d)) intersects with company law on voting entitlements and share registers. Trustee holding limits (s 7(4)(g)) interact with control and concentration rules and could affect calculation of voting power under other parts of the Corporations Act, although the instrument does not itself alter takeover or substantial holder regimes.

Interaction with financial services law. The s 6 relief from s 911A does not abolish the licensing regime generally; it creates narrowly defined carve‑outs for specified services delivered by bodies and associated bodies corporate in connection with the scheme (s 6(1)-(3)). Firms providing broader financial services beyond the scope of those carve‑outs remain subject to standard licensing responsibilities.

Interaction with managed investment scheme law. Section 6(5) provides that operating a contribution plan in connection with a scheme will not, solely by reason of that operation, require compliance with s 601ED where the managed investment scheme is operated only because of the contribution plan. That is a narrow safeguard preventing incidental custody or pooling arrangements from being recharacterised as managed investment schemes, subject to the instrument’s conditions elsewhere (s 7). This interacts with the established legal boundary tests for managed investment schemes in the Corporations Act.

Temporal interaction. The instrument commences immediately after registration (s 2) and will repeal at the start of 1 April 2030 (s 9). It also preserves the application of Acts Interpretation Act subsection 7(2) to prior class orders, which may be relevant for transitional or historical interpretation of a scheme’s compliance history (s 7(7)). The instrument therefore operates as a time‑limited modification of how parts of the Corporations Act apply to covered employee incentive schemes.

The instrument contains minimal internal amendment history; it is a stand‑alone legislative instrument with an express commencement and an express repeal date. It commences the day after registration on the Federal Register of Legislation (s 2) and is repealed at the start of 1 April 2030 (s 9). Section 7(7) references ASIC Corporations (Repeal) Instrument 2025/170 as the instrument that repeals ASIC Class Orders CO 14/1000 and CO 14/1001; that reference establishes the contextual relationship between this ongoing relief instrument and the repeal of the earlier class orders.

There are no other amendments recorded within this instrument. The instrument does not itself amend the Corporations Act text; it operates by granting exemptions and modifying how subsection 708(5) applies in practice (s 8). It also preserves interpretive continuity with prior class orders by reference to the Acts Interpretation Act 1901 subsection 7(2) as applied to the prior class orders (s 7(7)). The instrument therefore functions as a replacement framework to maintain relief of the type previously available under CO 14/1000 and CO 14/1001, for the period between its commencement and its scheduled repeal in 2030.

If future legislative or regulatory action occurs,such as an ASIC instrument that amends, extends, or revokes this relief,those instruments would form the amendment history. The instrument itself contains no transitional amendment clauses beyond that reference to the Acts Interpretation Act and the note that the earlier class orders are being repealed under Instrument 2025/170 (s 7(7)). Practitioners should therefore treat this instrument as the operative source of ongoing relief for the period specified, and track subsequent ASIC instruments or legislative amendments that might alter its scope before the scheduled repeal date.

The source text of this instrument does not record any litigation history. It does not cite any judicial decisions, administrative determinations, or precedents. The instrument is an administrative legislative instrument made by ASIC under the Corporations Act (s 3), and therefore the litigation landscape relevant to its application will be built from future cases and regulatory actions that apply the instrument to concrete disputes.

Because the instrument modifies the application of existing Corporations Act provisions (for example, Parts 6D.2, 6D.3, 7.9, s 1012A, s 911A, s 1018A, s 601ED and s 708(5)), pre‑existing litigation interpreting those statutory provisions and the prior class orders may be relevant to future disputes. However, no cases are cited in the instrument, and no court or tribunal decisions are recorded in the text provided. The instrument does preserve interpretive continuity with prior class orders by reference to subsection 7(2) of the Acts Interpretation Act 1901 (s 7(7)), which may be relevant in litigation that involves transitional or historical reliance on CO 14/1000 or CO 14/1001.

Practitioners should therefore be alert to future administrative guidance, ASIC regulatory decisions, or court judgments that interpret this instrument, particularly in areas where the relief narrows or expands the typical protections of the Corporations Act (for example, when assessing whether an arrangement in fact falls within the definition of an employee incentive scheme, or whether conditions such as trustee recordkeeping or ADI account segregation have been satisfied). At present, the instrument itself supplies no litigation record or precedent.

Several practical and legal pitfalls follow directly from the instrument’s definitions, limited scope of relief, and the conditions attached. These are concrete implementation and legal‑risk points that practitioners and compliance officers should monitor.

Narrow scope of the disclosure relief. The s 5(1) exemption from Parts 6D.2, 6D.3 and 7.9 applies only to a sale offer of an underlying eligible product made within 12 months after issue, and only where the product was issued by reason of the exercise or vesting of an eligible product issued or granted to an eligible participant or trustee under a covered employee incentive scheme. If the underlying product was acquired by other routes, or a sale is made after the 12‑month window, normal disclosure rules may reapply. Misclassification of the timing or origin of the underlying product risks forfeiting the relief (s 5(1)).

Advice and licensing relief are limited and conditional. Relief under s 5(2) (product disclosure for advice) applies only to a financial services licensee or authorised representative giving financial product advice to an eligible participant that recommends acquiring an underlying eligible product in connection with the employee incentive scheme. Advice to persons other than eligible participants, or to eligible participants in relation to other products or outside the connection described, remains subject to s 1012A (s 5(2)). Similarly, s 6’s exemptions from s 911A for general advice, issuing, dealing, custodial services and advertising apply only where those services are provided in connection with the employee incentive scheme. If a body or associated body corporate provides broader financial services beyond that narrow connection, licensing obligations survive (s 6(1)-(4)).

Contribution plan limitations. Contribution plans are permitted only if disclosed in the offer document (s 7(1)), participants must agree in writing to plan terms (s 7(2)(a)), contributions must be held in a segregated ADI account used solely for employee incentive schemes (s 7(2)(c)), and participants must be able to discontinue participation with repayment of unused contributions within 45 days (s 7(2)(e)-(f)). Mistakes in account segregation, failure to obtain written participant agreements, or improper retention of unused contributions risk non‑compliance with conditions and consequent loss of relief.

Overlying eligible products and tradability. Section 7(2)(b) prohibits using contribution plans to acquire an overlying eligible product that is not tradable on an eligible financial market. Some designs of incentive plans create complex overlying instruments that may not be tradable; using a contribution plan to acquire such instruments will breach the condition. Careful drafting is required to ensure overlying instruments offered via contribution plans are tradable where the plan relies on the instrument.

Trustee activities and holding caps. Trustees must limit activities to employee incentive schemes of the body or associated body corporate (s 7(4)(c)), maintain trust records including allocated product registers (s 7(4)(d)), and may not levy participant fees other than reasonable disbursements (s 7(4)(e)). Trustees that are bodies or associates must not exercise voting rights at their own discretion (s 7(4)(f)). Trustee holdings are capped (s 7(4)(g)): more than 5% for listed bodies or 20% for unlisted bodies (aggregating across covered schemes) will breach the condition. Counting across multiple schemes and trustees can be complex; improper aggregation can trigger breach.

Loan restrictions. Listed bodies have a tight rule: no loans other than those offered before commencement of the instrument under CO 14/1000 or similar prior instruments (s 7(5)(a)). Where such prior loans remain, their terms must be interest‑free and either non‑recourse or limited to forfeiture of scheme products (s 7(5)(b)). Unlisted bodies must ensure schemes do not involve loans (s 7(6)). Misapplied loan terms or new loan offers could invalidate reliance on the exemption.

Interpretation traps. The definitions of contractor and casual employee are hours‑based (pro‑rata 40% of comparable full time) and include specific company contracting scenarios (s 4(1)); structural misclassification of participants can push them outside the eligible participant definition and thereby outside the relief. For registered schemes, many obligations are taken to be those of the responsible entity (s 4(2)(a)), and failing to reflect this in governance documents can produce compliance gaps.

Temporal and transitional issues. The instrument commences the day after registration (s 2) and is repealed at the start of 1 April 2030 (s 9). Offers, loans or other actions taken around the commencement or repeal dates should be carefully analysed,especially because s 7(5)(a) preserves specific loans only if made before commencement in accordance with the prior class orders. Reliance on historical class orders will require attention to the Acts Interpretation Act references preserved in s 7(7).

Recordkeeping and evidentiary exposure. The conditions require trustees to maintain written records on trust administration and to keep registers for allocated holdings (s 7(4)(d)). Those records will be the primary evidence in any regulatory inquiry about compliance with the instrument. Weak or missing records will be a material compliance risk.

Finally, remedies are not explicit in the instrument. Non‑compliance will remove the exemption and expose conduct to the ordinary Corporations Act requirements and enforcement architecture; parties should not treat the relief as a substitute for good governance, full disclosure and documented processes.

Compliance requires adopting processes that align scheme design and operation with the instrument’s definitions, exemptions and conditions. The following are concrete steps grounded in the instrument’s text.

1. Classify participants and products. Map every person who is offered an eligible product against the eligible participant definition in s 4(1). Confirm whether contractors and casual employees meet the hours‑based tests. Determine whether the body is a listed or unlisted body for the eligible product definition and whether the product is tradable on an eligible financial market (s 4(1), eligible participant, eligible product, contractor, casual employee, eligible financial market).

2. Confirm scheme provenance. Ensure the scheme was offered relying on CO 14/1000, CO 14/1001 or an individual instrument in similar terms (s 4(1), employee incentive scheme). If offers relied on a different instrument or no instrument, do not assume the exemptions apply.

3. Contribution plan documentation and disclosure. If a contribution plan exists, confirm it was disclosed in the offer document as required (s 7(1)). Obtain written participant acceptance of the contribution plan terms before allowing participation (s 7(2)(a)). Ensure contribution plans do not permit acquisition of non‑tradable overlying eligible products via the plan (s 7(2)(b)).

4. Segregate and hold contributions correctly. For contributions other than salary sacrifices or loans from the body, open and maintain an account with an Australian ADI used solely for employee incentive schemes of the body or associated bodies (s 7(2)(c)). Ensure processes for prompt repayment of unused contributions, including calculation of accumulated interest and tax withholding obligations (s 7(2)(f)). Implement a system to process discontinuation notices and effect repayment within the 45‑day maximum period (s 7(2)(e)-(f)).

5. Trustee governance and records. If a trustee is used, restrict trustee activities to employee incentive schemes and ineligible employee incentive schemes of the body or associate (s 7(4)(c)). Maintain written records on trust administration, including allocated sub‑registers where relevant (s 7(4)(d)). Prohibit trustees from charging participant fees except reasonable disbursements (s 7(4)(e)), and ensure trustees that are bodies or associates do not exercise voting rights at their own discretion (s 7(4)(f)). Monitor aggregate trustee holdings across schemes to ensure the 5% (listed) and 20% (unlisted) caps are not exceeded (s 7(4)(g)).

6. Loan management. For listed bodies, do not create new loans to participants to acquire eligible products except where such loans were offered before commencement in accordance with CO 14/1000 or similar prior instruments (s 7(5)(a)). For any legacy loans that qualify, document that they are interest‑free and that recourse is either non‑existent or limited to forfeiture of scheme products (s 7(5)(b)). For unlisted bodies, ensure that schemes do not involve loans to participants (s 7(6)).

7. Advisory and licensing reliance documentation. Where relying on s 5(2) and s 6 relief, document the factual basis for reliance: that the advice was given to an eligible participant, that the advice relates to acquisition of underlying eligible products in connection with the covered scheme, and that services for which licensing relief is claimed are confined to the instrument’s circumstances (s 5(2); s 6(1)-(4)). Retain records of the basis on which s 911A, s 1012A or s 1018A relief was claimed.

8. Disclosure and sale offer timing. Where sale offers might be made within 12 months after issue, document the chain showing that the underlying product was issued by exercise or vesting of an eligible product under a covered scheme to an eligible participant or trustee (s 5(1)). If sales occur after 12 months or where the origin of the underlying product is different, be prepared to comply with Parts 6D.2, 6D.3 and 7.9.

9. Regulator and market interactions. Where the listed body is a registered scheme, ensure documentation and filings reflect that the responsible entity is the actor for relief and obligations (s 4(2)(a)). Confirm market status of products as tradable on ASX or eligible foreign markets, including reliance on the ASIC instrument defining approved foreign markets (s 4(1) and note).

10. Transition and lifecycle planning. Note the instrument’s commencement is immediate post‑registration (s 2) and that it will be repealed at the start of 1 April 2030 (s 9). Plan any scheme changes, loan offers, or material amendments with the repeal date in mind. Also consider the preservation of interpretation of the earlier class orders under the Acts Interpretation Act as referenced in s 7(7) when assessing historical compliance.

11. Recordkeeping for enforcement readiness. Given the instrument’s conditions and lack of internal penalty provisions, maintain contemporaneous evidence of compliance: participant agreements, ADI account statements showing segregation, trustee minutes and records, registers for allocated holdings, loan documents confirming interest‑free or limited recourse terms, and documentation supporting any reliance on adviser or licensing relief (s 7(2)(a)-(f); s 7(4)(d)-(g); s 7(5)).

By matching operational controls to the instrument’s specific textual conditions,especially the contribution plan rules, ADI segregation requirement, trustee limits and loan restrictions,scheme operators can be positioned to rely on the relief without exposing themselves to inadvertent non‑compliance. When in doubt about the applicability of the relief to a particular design choice, do not assume exemption: either structure arrangements to fit clearly within the instrument’s text or operate under the default Corporations Act obligations.