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

I, Benjamin Cohn-Urbach, delegate of the Australian Securities and Investments Commission, make the following legislative instrument.

Date 17 March 2026

Benjamin Cohn-Urbach

Contents

Part 1—Preliminary 3

1 Name of legislative instrument....................................3

2 Commencement...............................................3

3 Authority....................................................3

4 Schedules....................................................3

5 Simplified outline of this instrument...............................3

6 Definitions...................................................3

Part 2—Exemption 5

7 Exemption from the requirement to hold an Australian financial services licence 5

8 Where exemption applies........................................6

Part 3—Repeal 7

9 Repeal.......................................................7

Schedule 1—Repeals 8

ASIC Corporations (Securitisation Special Purpose Vehicles) Instrument 2016/272 8

Part 1—Preliminary

1 Name of legislative instrument

This is the ASIC Corporations (Securitisation Special Purpose Vehicles) Instrument 2026/175.

2 Commencement

This instrument commences on the day after this instrument is registered on the Federal Register of Legislation.

Note: The register may be accessed at www.legislation.gov.au.

3 Authority

This instrument is made under paragraph 926A(2)(a) of the Corporations Act 2001.

4 Schedules

Each instrument that is specified in a Schedule to this instrument is amended or repealed as set out in the applicable items in the Schedule concerned, and any other item in a Schedule to this instrument has effect according to its terms.

5 Simplified outline of this instrument

This instrument applies to entities that carry on a securitisation business in specified circumstances. These include that the entity reasonably believes that it, or if it is the trustee of a trust—the trust, is an insolvency-remote special purpose entity.

It exempts such entities from the requirement to hold an Australian financial services licence when providing certain financial services. The exemption applies if the entities provide financial services with respect to securitisation products to clients other than retail clients and if other criteria are also met.

6 Definitions

In this instrument:

Act means the Corporations Act 2001.

debt instrument means a chose in action that includes an undertaking by a person to repay as a debt money deposited with or lent to the person.

securitisation entity means a body corporate that:

(a) issues a securitisation product for the purposes of carrying on a business (the securitisation business) of managing, by way of a securitisation transaction, some or all of the economic risk associated with assets, liabilities or investments (whether the body assumes the risk from another person or creates the risk itself); and

(b) reasonably believes that 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; and

(c) raises all or substantially all of its funds by issuing securitisation products on terms that the funds raised would be applied in the securitisation business.

securitisation product means:

(a) a debt instrument; or

(b) an interest in a managed investment scheme.

Part 2—Exemption

7 Exemption from the requirement to hold an Australian financial services licence

Licensing exemption for securitisation entities

(1) A securitisation entity does not have to comply with subsection 911A(1) of the Act for the provision of a financial service in the course of its securitisation business.

Financial services for which the exemption applies

(2) The exemption in subsection (1) applies in relation to each of the following financial services:

(a) a financial service that consists of issuing a securitisation product where all of the following apply:

(i) the securitisation product relates to a securitisation transaction for managing some or all of the economic risk associated with assets held by the securitisation entity;
(ii) each other securitisation product issued by the securitisation entity relates to that securitisation transaction or another securitisation transaction for managing some or all of the economic risk associated with assets held by the securitisation entity;
(iii) the issue is to a person who either:
  (A) holds an Australian financial services licence; or
  (B) is 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;

(b) a financial service that consists of dealing in derivatives or foreign exchange contracts (or both) where all of the following apply:

(i) the service does not involve the making of a market for derivatives or foreign exchange contracts;

(ii) the dealing is entered into for the purpose of managing a financial risk that arises in the ordinary course of the securitisation business;

(iii) the counterparty to the dealing is a person as a wholesale client;

(c) a financial service that is providing a custodial or depository service in relation to financial products held by the securitisation entity as trustee for the holders of the securitisation products;

(d) a financial service that:

(i) is dealing on behalf of the holders of the securitisation products in financial products held by the securitisation entity as trustee for those holders of the securitisation products; and

(ii) is not dealing by issuing or acquiring derivatives or foreign exchange contract.

8 Where exemption applies

The exemption in section 7 does not apply to the provision of a financial service by a securitisation entity unless both of the following (as applicable) are satisfied:

(a) in the case of a financial service referred to in paragraph 7(2)(a), (b) or (d)—the securitisation entity:

(i) provides the relevant financial service in accordance with financial product advice provided by a financial services licensee authorised to provide such advice in relation to the financial product to which the financial service relates; and

(ii) has entered into a written agreement with the financial services licensee, under which:

(A) the securitisation entity receives the financial product advice described in subparagraph (i); and

(B) 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;

(b) in the case of a financial service referred to in paragraphs 7(2)(a), (c) or (d)—the securitisation entity:

(i) has not issued any securitisation products to a person who is a retail client; and

(ii) has taken all reasonable steps to ensure that any securitisation products issued by the securitisation entity are not subsequently acquired by a person who is a retail client.

Part 3—Repeal

9 Repeal

This instrument is repealed at the start of 1 April 2031.

Schedule 1—Repeals

ASIC Corporations (Securitisation Special Purpose Vehicles) Instrument 2016/272

1 The whole of the instrument

Repeal the instrument.