ASIC Corporations (Securitisation Special Purpose Vehicles) Instrument 2026/175

The text of the instrument uses a limited set of concepts to define the scope of the exemption. Those concepts control who qualifies and what services are covered.

• Securitisation entity. The instrument defines "securitisation entity" in s6 by three cumulative criteria. First, the entity must issue securitisation products for the purpose of carrying on a securitisation business, which the instrument describes as managing, by way of a securitisation transaction, some or all of the economic risk associated with assets, liabilities or investments (s6(a)). Second, the entity must reasonably believe that it (or the trust, if it is a trustee) is an insolvency-remote special purpose entity according to criteria of an internationally recognised rating agency that are applicable to its circumstances (s6(b)). Third, the entity must raise all or substantially all of its funds by issuing securitisation products on terms that the funds raised would be applied in the securitisation business (s6(c)).

• Securitisation product. Defined in s6 as either a debt instrument or an interest in a managed investment scheme. The instrument separately defines "debt instrument" as a chose in action that includes an undertaking to repay as a debt money deposited with or lent to the person (s6).

• Securitisation business and securitisation transaction. The instrument uses these terms together in s6(a) and in s7 to anchor the scope of the exemption. A securitisation transaction is the mechanism by which the entity manages economic risk associated with assets; securitisation business is the carrying on of activity by way of those transactions.

• Licensing exemption. Section 7(1) expressly provides that a securitisation entity does not have to comply with subsection 911A(1) of the Corporations Act for the provision of a financial service in the course of its securitisation business. The instrument therefore operates by removing the need to hold an Australian financial services licence for covered activities where conditions are met (s7(1)).

• Categorised financial services. Section 7(2) lists the types of financial services for which the exemption applies: issuing securitisation products under specified conditions (s7(2)(a)); dealing in derivatives or foreign exchange for hedging ordinary-course financial risk with wholesale counterparties and not making a market (s7(2)(b)); custodial or depository services for products held as trustee (s7(2)(c)); and dealing on behalf of holders in financial products held as trustee, excluding derivatives or FX (s7(2)(d)).

• Preconditions and limitations. Section 8 sets cross-cutting conditions before the exemption applies: for several services the securitisation entity must provide the relevant service in accordance with financial product advice provided by a financial services licensee authorised to provide such advice (s8(a)(i)); there must be a written agreement with that licensee securing receipt of advice and preserving the licensee’s liability for negligence (s8(a)(ii)); and, for certain listed services, the securitisation entity must not have issued securitisation products to retail clients and must take all reasonable steps to ensure products are not subsequently acquired by retail clients (s8(b)). These provisions create structural and contractual prerequisites for the exemption.

• Temporal limit and repeal. The instrument commences on registration plus one day (s2) and repeals the 2016 instrument immediately (Schedule 1). It itself is set to be repealed at the start of 1 April 2031 (s9).

These concepts together create a narrowly framed exemption that is contingent on structural features of the entity, third-party professional involvement, investor-class restrictions and continuing conduct rules. The instrument repeatedly ties exempt activity to the entity’s securitisation business and to the character of the investor base.

The instrument directly affects a narrow population of entities and indirectly affects several other actors that interact with those entities.

Primary affected entities

• Securitisation entities, as defined in s6. To qualify an entity must be a body corporate that issues securitisation products to carry on a securitisation business (s6(a)), reasonably believes it is an insolvency-remote special purpose entity according to internationally recognised rating agency criteria applicable to it (s6(b)), and raises all or substantially all of its funds by issuing securitisation products to be applied in that securitisation business (s6(c)). The definitional elements are cumulative; failure to meet any one removes eligibility for the exemption.

Secondary affected parties

• AFSL holders that provide financial product advice. Section 8(a) requires the securitisation entity to obtain financial product advice in respect of the relevant financial service from a financial services licensee authorised to provide such advice and to enter a written agreement with that licensee which secures receipt of the advice and preserves the licensee’s liability for negligence (s8(a)(i)-(ii)). This creates demand for AFSL advisers and contracts that allocate risk and responsibility.

• Investors and counterparties. The exemption applies only where issues are made to persons who either hold an Australian financial services licence, or are otherwise exempt as listed in s7(2)(a)(iii)(A)-(B). For derivatives or FX dealings, the counterparty must be a wholesale client (s7(2)(b)(iii)). The instrument also requires that securitisation products are not issued to retail clients and that the securitisation entity take all reasonable steps to prevent subsequent acquisition by retail clients (s8(b)). These provisions limit eligible investors and counterparties to licensed, exempt or wholesale classifications.

• Custodians and depositories. The exemption covers custodial or depository services in relation to financial products held by the securitisation entity as trustee for securitisation product holders (s7(2)(c)). Entities performing such services in the context of these structures will be governed by the same exemption framework and the trustee relationship.

• Providers of foreign financial services exemptions. The instrument explicitly references ASIC Corporations (Foreign Financial Services Providers) Instrument 2025/798 and exemptions under paragraphs 911A(2)(h) or (l) or subsection 926A(2) of the Corporations Act, where those exemptions include a requirement that the person comply with or reasonably believes they comply with foreign regulatory requirements (s7(2)(a)(iii)(B)). This ties the exemption to certain foreign-provider arrangements and therefore affects entities operating under those regimes.

Indirectly affected parties and markets

• Financial advisers and legal advisers who draft and negotiate the written agreements required by s8(a)(ii), since the instrument imposes a specific clause: the licensee must not have excluded or limited liability for negligence by contract or otherwise. That shapes contract terms and risk allocation between adviser and securitisation entity.

• Rating agencies or market participants who define or apply the "criteria of an internationally recognised rating agency" referred to in s6(b). The eligibility requirement references those criteria to establish insolvency-remoteness, thereby importing rating‑agency standards into qualification assessments.

• The market for securitisation funding. The instrument’s investor restrictions and exemption contours may shape which investors purchase securitisation products and how issuers structure offerings to remain within the exemption.

The instrument therefore affects (1) issuers that can meet the structural and fundraising tests in s6; (2) professional advisers whose involvement and contractual liability are prerequisites; (3) counterparties and investors who must be AFSL holders, exempt persons or wholesale clients in the specified circumstances; and (4) rating agencies and market intermediaries because the qualifying test for insolvency‑remote status references their criteria.

The instrument creates a set of requirements, preconditions and entitlements for those within its scope. It does not create broad new statutory duties outside the exemption framework but conditions access to the exemption on demonstrable conduct and contractual arrangements.

Principal entitlement

• Exemption from s911A(1). A securitisation entity that satisfies the definitions and preconditions gains the right not to comply with subsection 911A(1) of the Corporations Act in respect of the specified financial services provided in the course of its securitisation business (s7(1)). The instrument thus operates as an entitlement to be outside the statutory licensing obligation for covered services, but only while the conditions are met.

Preconditions to the entitlement

• Advice and written agreement. For financial services referred to in s7(2)(a), (b) or (d), the securitisation entity must provide the relevant financial service in accordance with financial product advice from an authorised financial services licensee and must have entered into a written agreement with that licensee under which the securitisation entity receives that advice (s8(a)(i)-(ii)(A)). The written agreement must also ensure the licensee has not, by contract or otherwise, excluded or limited its liability for negligence in providing the advice (s8(a)(ii)(B)). These are express contractual and procedural duties for the securitisation entity and obligations on the licensee to bear negligence exposure.

• Investor and distribution restrictions. For financial services referred to in s7(2)(a), (c) or (d), the securitisation entity must not have issued securitisation products to retail clients and must take all reasonable steps to ensure any securitisation products it issues are not subsequently acquired by a retail client (s8(b)(i)-(ii)). This creates a continuing duty of investor-class control and monitoring. The instrument does not specify what constitutes "all reasonable steps"; that term establishes a conduct standard rather than a closed list.

Other substantive constraints built into the exemption

• Issuance scope. Where the exemption is relied on for issuing securitisation products, the instrument requires that the issued product relate to a securitisation transaction managing economic risk associated with assets held by the securitisation entity and that every other securitisation product issued by the entity relates to that or another such securitisation transaction (s7(2)(a)(i)-(ii)). That structures permissible issuance activity to the securitisation business.

• Counterparty and activity constraints for derivatives and FX. The exemption for dealing in derivatives or foreign exchange contracts applies only where the dealing is not a market‑making activity, is entered into to manage a financial risk that arises in the ordinary course of the securitisation business, and the counterparty is a wholesale client (s7(2)(b)(i)-(iii)).

• Trustee relationships. Custodial, depository and dealing-on-behalf exemptions are strictly tied to assets held by the securitisation entity as trustee for holders of the securitisation products (s7(2)(c)-(d)). The dealing-on-behalf exemption excludes dealing that consists of issuing or acquiring derivatives or foreign exchange contracts (s7(2)(d)(ii)).

Administrative duties and temporal limits

• Securitisation entities must be able to demonstrate they reasonably believe they are insolvency‑remote according to rating agency criteria (s6(b)). That places a diligence and documentation burden on the entity.

• The instrument’s life is finite. It commences on registration plus one day (s2) and is repealed on 1 April 2031 (s9). A securitisation entity relying on the exemption must therefore track the instrument’s temporal operation.

What the instrument does not do

• The instrument does not itself impose penalty provisions, nor does it prescribe ASIC enforcement actions or additional supervisory mechanisms within its text. It functions by removing the duty to hold a licence for specified services while imposing contractual and conduct prerequisites. Any regulatory consequences of non‑compliance with the exemption’s conditions are not set out in the instrument.

In sum, the instrument creates an entitlement to be exempt from the AFSL requirement for specified securitisation activities, but conditions that entitlement on definitional, contractual and conduct‑based duties that focus on insolvency‑remoteness, adviser involvement and investor classification.

The instrument sets conditions for an exemption but does not itself specify criminal or civil penalties, nor does it specify an enforcement regime. Its operative mechanism is the grant of an exemption from subsection 911A(1) of the Corporations Act for qualifying activity (s7(1)). The text contains no express penalty provisions, infringement notices, administrative fines, or formal enforcement pathways. The following points are drawn directly from the instrument.

Operation by negative entitlement rather than prescriptive sanction

• The instrument removes the obligation to hold an Australian financial services licence for qualifying securitisation entities and activities (s7(1)). It does not set out sanctions within the instrument for failing to meet the exemption’s preconditions. The instrument therefore operates as a carve-out; the instrument itself does not prescribe fines or imprisonment for breach of its terms. The practical enforcement implication is that, where the exemption does not apply because its conditions are not met, the statutory default (the requirement in subsection 911A(1)) would apply, which is the condition from which the exemption operates; the instrument itself does not elaborate enforcement steps.

No internal enforcement procedures

• There are no provisions in the instrument creating reporting obligations to ASIC, mandatory notifications when an entity ceases to have the requisite "reasonable belief" about insolvency‑remoteness, or records-preservation periods. The instrument therefore places reliance on the entities’ compliance with the written agreement and the conduct conditions set out in s8. The absence of instrument-specific enforcement mechanisms means any enforcement action for non‑compliance would rest on the statutory framework of the Corporations Act or other applicable law outside the instrument, which this instrument does not itself describe.

Contractual enforcement and third-party liability

• The written agreement required by s8(a)(ii) expressly prevents the AFSL licensee from excluding or limiting liability for negligence in providing the advice. That creates a contractual right for the securitisation entity against the licensee in negligence, subject to general law and the terms of the agreement. The instrument thereby creates an enforcement mechanism of sorts through contract: a securitisation entity has recourse to an adviser who remains liable for negligent advice under the agreement. The instrument, however, does not prescribe remedies, caps or enforcement processes for that liability.

Temporal and repeal consequences

• The instrument is repealed at the start of 1 April 2031 (s9). The instrument makes no provision for transitional enforcement or grandfathering when it is repealed. Entities relying on the exemption must monitor the instrument’s repeal date and any successor arrangements, because the exemption is time‑limited.

Indirect enforcement vectors

• Investor and counterparty conditions (for example that issuance must not be to retail clients and that derivatives counterparties be wholesale clients) create practical mechanisms by which non-compliance may be detected , for example, if a securitisation product is issued to a retail client contrary to s8(b)(i), that event removes the exemption for that activity. The instrument requires the entity to "take all reasonable steps" to prevent subsequent acquisition by retail clients (s8(b)(ii)) , non‑compliance with that standard would be an objective factual matter, but the instrument does not set out who assesses it or how.

In summary, the instrument does not itself set out penalties or an administrative enforcement regime. It creates contractual obligations that allow private enforcement against advisers for negligence, and it operates by changing the underlying licensing requirement, so the primary regulatory consequence of failing to meet its conditions is that the AFSL requirement remains in force. The instrument leaves the detail of enforcement to the broader statutory and contractual environment rather than prescribing it within the instrument’s text.

The instrument is made expressly under paragraph 926A(2)(a) of the Corporations Act 2001 (s3) and operates by creating an exemption from subsection 911A(1) of the Corporations Act (s7(1)). Its effect is therefore integrative: it sits within the Corporations Act architecture as an ASIC instrument that alters the applicability of the AFSL requirement for particular actors and activities.

References and cross-links contained in the instrument

• Subsection 911A(1) of the Corporations Act is the specific provision from which the exemption operates (s7(1)). The instrument does not alter the wording of that subsection; it merely provides that a securitisation entity does not have to comply with it in the course of its securitisation business for the financial services listed (s7). Accordingly, the legal effect is to exclude the relevant activities of a qualifying securitisation entity from the licensing obligation in that subsection.

• The instrument refers to other ASIC instruments and Corporations Act exemptions. Section 7(2)(a)(iii)(B) allows issuances to persons who are "exempt from holding an Australian financial services licence under this instrument or ASIC Corporations (Foreign Financial Services Providers) Instrument 2025/798 or any exemption under paragraph 911A(2)(h) or (l) or subsection 926A(2) of the Act that includes reference to the exempted person complying with or reasonably believing that they comply with the regulatory requirements of a foreign jurisdiction." That cross-references other exemptions and instruments, thereby creating an interdependence: some persons can be parties to issuances under this exemption because they are themselves exempt under another instrument or a provision of the Act.

• Regulation by contract. The written agreement requirement in s8(a)(ii)(B) preserves adviser liability for negligence. This interacts with private contract law and the duties of AFSL licensees under the Corporations Act and general negligence law. The instrument’s prevention of contractual exclusion of negligence liability shapes the contractual allocation of risk between adviser and securitisation entity.

• Investor classification frameworks. The instrument’s differentiation between retail and wholesale clients for investor and counterparty restrictions references the established client classification that is part of the larger statutory framework under the Corporations Act. The instrument does not define "retail client" or "wholesale client" but operates by relying on those categories as used in the Act (s7(2)(b)(iii), s8(b)). Entities must therefore apply the statutory classifications when assessing eligibility.

• Rating‑agency criteria. The instrument imports the concept of insolvency‑remoteness as assessed "according to criteria of an internationally recognised rating agency that are applicable to the entity’s circumstances" (s6(b)). The instrument does not itself define those criteria but requires entities to apply them. That creates an interface between private-sector rating standards and statutory exemption qualification.

• Repeal and replacement. Schedule 1 repeals the earlier 2016 ASIC instrument (Instrument 2016/272) in full. The instrument therefore replaces prior ASIC relief in this subject area. The instrument itself is time‑limited and will be repealed on 1 April 2031 (s9), so any long‑term interaction with the Corporations Act will depend on subsequent legislative or instrument-level developments after repeal.

What the instrument does not do

• It does not purport to amend other parts of the Corporations Act or set out how ASIC will supervise compliance. Nor does it provide transitional rules or savings beyond the express repeal of the 2016 instrument. It also does not define certain terms it relies on, such as "retail client", "wholesale client" and "insolvency‑remote", beyond the reference to rating‑agency criteria; interaction with other laws relies on existing statutory definitions and private standards.

In short, the instrument acts as a targeted carve‑out within the Corporations Act licensing regime, relies on other instruments and statutory categories for investor classification and foreign provider exemptions, and imports external (rating‑agency) standards to operationalise insolvency‑remoteness.

The instrument is short and explicit about its own amendment context. The instrument was made by ASIC under the delegated authority specified in s3 and includes a Schedule that repeals an earlier ASIC instrument.

• Repeal of prior instrument. Schedule 1, item 1, repeals ASIC Corporations (Securitisation Special Purpose Vehicles) Instrument 2016/272 in full. The schedule is operative immediately as set out in Part 1,Preliminary, s4: "Each instrument that is specified in a Schedule to this instrument is amended or repealed as set out in the applicable items in the Schedule concerned" (s4). The Schedule therefore operates to remove the 2016 instrument and replace it with the 2026 instrument’s provisions.

• Authority and making. The instrument states it is made under paragraph 926A(2)(a) of the Corporations Act (s3). It is executed by an ASIC delegate, Benjamin Cohn‑Urbach, on 17 March 2026. The instrument’s commencement is the day after it is registered on the Federal Register of Legislation (s2). Any amendments to this instrument would need to be made by ASIC under the same delegated authority or by legislative change to the underlying statute.

• Temporal expiry. The instrument contains a built‑in expiry provision. Section 9 provides that "This instrument is repealed at the start of 1 April 2031." That clause fixes a date upon which the instrument ceases to have effect unless replaced. The presence of a specific repeal date is itself an aspect of the instrument’s amendment history: it creates a defined lifespan for the relief.

• No further amendment history within the instrument. The instrument includes no other amending items, no savings clauses, and no transitional provisions other than the repeals stated. It does not, for instance, state staged alterations or sunset reviews. The only amendment action recorded within the instrument is the repeal of the 2016 instrument.

Because the instrument is self‑contained and time‑limited, its amendment history within the text is minimal: it replaces the prior 2016 instrument by repeal and sets a terminal date for itself. Users relying on the exemption should therefore monitor future ASIC instruments or legislative amendments before the repeal date.

The instrument itself does not record or reference any litigation, court decisions, administrative determinations or precedent. There are no cases, enforcement proceedings or judicial interpretations contained in the text. The only legal references are to provisions of the Corporations Act and to another ASIC instrument by name (ASIC Corporations (Foreign Financial Services Providers) Instrument 2025/798) (s7(2)(a)(iii)(B)).

Potential areas that could give rise to disputes, according to the instrument’s terms

• "Reasonable belief" and insolvency‑remote status. Section 6(b) requires that the securitisation entity "reasonably believes" it, or if it is the trustee of a trust,the trust, "is an insolvency-remote special purpose entity according to criteria of an internationally recognised rating agency that are applicable to the entity’s circumstances." That formulation may give rise to factual or legal disputes about what constitutes a reasonable belief, which criteria of which rating agency are applicable, the extent to which an entity must evidence that belief, and the point in time when the belief must be held. The instrument does not specify evidentiary standards.

• "All reasonable steps" to prevent acquisition by retail clients. Section 8(b)(ii) requires the securitisation entity to take "all reasonable steps" to ensure securitisation products are not subsequently acquired by retail clients. The phrase "all reasonable steps" is a standard of conduct that can generate litigation over whether steps taken were sufficient. The instrument does not list qualifying steps, so disputes could concern the adequacy of monitoring, contractual restrictions, transfer controls, or investor representations.

• Scope of "securitisation business" and related-product linkage. Section 7(2)(a)(i)-(ii) confines issuance to products that relate to a securitisation transaction and requires that "each other securitisation product issued" by the entity relate to that or another securitisation transaction. Disputes could arise over whether certain issues fall within a securitisation transaction or are separable financing activities.

• Adequacy and content of financial product advice and the written agreement. The instrument requires that certain services be provided "in accordance with financial product advice" from a licensee and that the entity enter a written agreement under which the entity receives the advice and the licensee has not limited liability for negligence (s8(a)). Litigation could emerge over whether advice was in fact provided, whether it was adequate for the service rendered, and whether a purported limitation of liability exists notwithstanding the contractual requirement.

• Classification of retail versus wholesale clients. The instrument relies on client categories for its application (s7(2)(b)(iii), s8(b)). Disputes about client status are common factual and legal questions. The instrument does not define these terms internally.

Because the instrument offers no litigation or precedent history within its text, any litigation that may arise will depend on how facts play out and how courts or tribunals interpret the statutory phrases once invoked. The instrument’s text identifies several conduct standards and definitions likely to be the subject of factual or legal scrutiny but contains no narratives or prior decisions to guide interpretation.

The instrument’s succinct drafting leaves several practical pitfalls and compliance traps that stakeholders should note. These are matters taken directly from the instrument’s wording, together with concrete implications implied by that wording.

1. "Reasonably believes" is not audited by the instrument. Section 6(b) requires that the securitisation entity "reasonably believes" it is an insolvency‑remote special purpose entity "according to criteria of an internationally recognised rating agency that are applicable to the entity’s circumstances." The instrument does not require a formal rating, a specific agency or any documentary proof. The absence of an evidentiary standard creates a risk: an issuer’s internal belief may be challenged later. Entities should note the phrase establishes a subjective belief standard with objective reasonableness overlay, and that what counts as applicable rating‑agency criteria is not specified.

2. "All or substantially all" funds requirement. Section 6(c) requires the securitisation entity to raise "all or substantially all" of its funds by issuing securitisation products on terms that the funds will be applied in the securitisation business. That restricts mixed‑function vehicles. If an entity raises material funds outside securitisation products or applies funds elsewhere, it may fall outside the definition and lose the exemption.

3. Issuance to non‑retail, licensed or exempt persons only. Section 7(2)(a)(iii) limits issuances to persons who either hold an AFSL or who are exempt under this instrument or other specified exemptions, including the named ASIC instrument 2025/798 and exemptions referenced in particular Act provisions. The instrument thereby bars issuance to investors who do not fall into these categories. Issuers must ensure investor onboarding and representations are robust.

4. Written agreement and adviser liability requirement. Section 8(a)(ii)(B) requires that the financial services licensee "has not by contract or otherwise excluded or limited (or purported to exclude or limit) its liability for any loss or damage resulting from any negligence by that licensee in providing the financial product advice to the securitisation entity." This precludes common adviser practice of limiting liability for negligence in engagement letters. Issuers must negotiate language that preserves adviser negligence exposure, and advisers must be willing to accept that exposure.

5. "All reasonable steps" is undefined. Section 8(b)(ii) requires entities to take "all reasonable steps" to ensure securitisation products are not subsequently acquired by retail clients. The instrument does not stipulate what steps are reasonable. Practical gaps could include post‑issue transfers, nominee arrangements, or secondary-market sales that result in retail ownership. Issuers must design transfer restrictions, contractual undertakings, investor statements, or monitoring regimes to evidence that they took reasonable steps.

6. Restrictions on derivatives activity. Section 7(2)(b) restricts derivatives and FX dealings to non‑market‑making, ordinary‑course risk management with wholesale counterparties. Entities engaging in hedging must ensure they are not running a market‑making desk and that counterparties are wholesale clients, not retail. Mistakes here may lead to loss of the exemption for that activity.

7. Trustee and asset holding linkages. The custodial/depository and dealing-on-behalf exemptions in s7(2)(c)-(d) apply only in relation to financial products "held by the securitisation entity as trustee for the holders of the securitisation products." If the securitisation vehicle is not trustee for holders, those exemptions do not apply.

8. Interplay with foreign-provider exemptions. Section 7(2)(a)(iii)(B) allows issuances to persons exempt under certain foreign-provider exemptions that "include reference to the exempted person complying with or reasonably believing that they comply with the regulatory requirements of a foreign jurisdiction." Care is required to ensure the exemption relied upon for the counterparty is of the type contemplated, and the instrument’s cross-reference to instrument 2025/798 may affect eligibility.

9. Limited permanence. The instrument is set to be repealed on 1 April 2031 (s9). Entities relying on the exemption should plan for the instrument’s expiration and any successor regulatory arrangements.

10. No internal enforcement guidance. The instrument provides no ASIC notification, reporting or record-keeping requirements. While this reduces formality, it increases exposure to retrospective challenges. Entities should maintain evidence to demonstrate they met the definitional and conduct tests at all relevant times.

Each of these points flows from specific text in the instrument (references above to ss6-9 and s7(2)(a)-(d), s8). They are not speculative policy criticisms but concrete operational hazards that arise from the instrument’s drafting choices: subjective standards without evidentiary rules, contractual prohibitions on liability limitation, and open-ended conduct standards such as "all reasonable steps."

The instrument sets out definitional and conduct prerequisites that require entities to take specific, documentable actions. Below are concrete steps that follow from the instrument’s text and that an entity should consider if it intends to rely on the exemption.

1. Confirm qualifying characteristics under s6

• Ensure the entity is a body corporate that issues securitisation products for the purpose of carrying on a securitisation business in which the entity manages economic risk associated with assets, liabilities or investments (s6(a)). Document the securitisation transactions and show how each securitisation product ties to those transactions as required by s7(2)(a)(i)-(ii).
• Demonstrate that the entity "reasonably believes" it is insolvency‑remote according to criteria of an internationally recognised rating agency applicable to the entity’s circumstances (s6(b)). Although the instrument does not mandate a rating, the entity should compile documentation evidencing the structural features and the rating‑agency criteria applied, including any analyses or third‑party opinions relied on to form that reasonable belief.
• Show that the entity raises "all or substantially all" of its funds through securitisation products intended to be applied to the securitisation business (s6(c)). Prepare capital-raising records and term sheets to evidence use‑of‑funds commitments.

2. Investor and counterparty controls

• Limit primary issuance to persons who either hold an AFSL or are exempt as listed in s7(2)(a)(iii). For each investor, obtain evidence of AFSL status or the relevant exemption basis. Where investors rely on foreign-provider exemptions referred to in s7(2)(a)(iii)(B), obtain documentation that the investor satisfies the exemption’s foreign‑compliance condition.
• For derivatives and FX dealings, ensure counterparties are wholesale clients as required by s7(2)(b)(iii). Obtain wholesale client certificates or other permissible evidence under the Corporations Act framework to support classification.
• Put in place contractual transfer restrictions, nominee undertakings or other controls to prevent initial issuance to retail clients. For secondary-market transfers, implement measures to take "all reasonable steps" to prevent subsequent acquisition by retail clients (s8(b)(ii)). Although the instrument does not define "all reasonable steps," documented measures might include resale restrictions, mandatory investor declarations, transfer agent checks, and contractual obligations requiring transferees to certify investor status.

3. Adviser engagement and written agreement

• For the financial services listed in s7(2)(a), (b) and (d), engage a financial services licensee authorised to provide the relevant financial product advice and ensure the securitisation entity "provides the relevant financial service in accordance with financial product advice" from that licensee (s8(a)(i)). Retain contemporaneous advice records that demonstrate the service was provided in accordance with the advice.
• Enter a written agreement with the licensee as required by s8(a)(ii). The agreement must (A) secure that the securitisation entity receives the required financial product advice and (B) ensure that the licensee has not, by contract or otherwise, excluded or limited liability for negligence in providing that advice (s8(a)(ii)(A)-(B)). Draft engagement letters and fee arrangements accordingly, and ensure counsel and advisers accept the absence of a negligence‑exclusion clause.

4. Asset holding and trustee arrangements

• Where relying on the custodial or depository exemption (s7(2)(c)) or the dealing‑on‑behalf exemption (s7(2)(d)), ensure that financial products are held by the securitisation entity as trustee for securitisation product holders. Document trust arrangements, trustee resolutions and asset registers that show the trustee relationship.

5. Hedging and derivatives policies

• For hedging under s7(2)(b), ensure that each dealing in derivatives or foreign exchange contracts is entered into to manage a financial risk arising in the ordinary course of the securitisation business and that the dealing does not involve making a market (s7(2)(b)(i)-(ii)). Maintain hedging policies, committee approvals and trade documentation that demonstrate the risk management purpose and counterparty classification.

6. Records and evidence

• Keep contemporaneous records that evidence the entity’s reasonable belief regarding insolvency‑remoteness, investor qualifications, derivation of funds from securitisation product issuance, adviser advice and the written agreement required by s8(a), and measures taken to prevent retail-client acquisition. Although the instrument does not prescribe record retention periods, maintaining thorough records will help evidence compliance if questioned.

7. Monitor timing and repeal

• Be aware that the instrument commences the day after registration on the Federal Register of Legislation (s2) and is repealed at the start of 1 April 2031 (s9). Entities should build compliance programmes to track the instrument’s status and plan for the instrument’s expiration and any successor regulatory changes.

8. Contract drafting and negotiations with advisers

• Anticipate that advisers will be asked to accept negligence exposure. Ensure agreements make clear which financial services are being advised upon and secure the adviser’s acknowledgement of the adviser’s continuing liability for negligent advice as required by s8(a)(ii)(B).

9. Liaison with rating agencies and third parties

• Although the instrument does not require a rating action, consider engaging with recognised rating agencies or obtaining third‑party legal or technical opinions that map the entity’s structure to insolvency‑remoteness criteria. These third‑party inputs can support the entity’s reasonable belief and provide contemporaneous evidence.

10. Legal and compliance review

• Conduct a legal review to ensure that issuance documents, offering memoranda, investor subscription agreements and transfer restrictions are consistent with the instrument’s requirements, especially the link between each securitisation product and securitisation transactions, the investor eligibility conditions, and trustee asset structures.

These steps track the instrument’s textual requirements in ss6-9 and s7(2)(a)-(d), s8. They prioritise documentation, contractual design, investor classification and adviser engagement because those elements are the operative conditions that create and preserve the exemption within the Corporations Act framework.