ASIC Corporations (Stablecoin and Wrapped Token Relief) Instrument 2025/867

This instrument (ASIC Corporations (Stablecoin and Wrapped Token Relief) Instrument 2025/867) grants time-limited, conditional exemptions from specific licensing and disclosure requirements in the Corporations Act 2001 for certain persons described as distributors who deal with defined classes of stablecoins and wrapped tokens. It is made under powers in the Act (see s 3, invoking subsections 791C(7), 820C(7), 926A(2) and 1020F(1)) and takes effect the day after registration (s 2). The instrument is expressed to be repealed at the start of 1 January 2029 (s 14).

Mechanically, the instrument creates the following relief where its conditions are met:

• Exempts a distributor from the requirement to hold an Australian market licence under subsection 791A(1) where the distributor operates a financial market only because one or more eligible stablecoins or eligible wrapped tokens are financial products (s 6).
• Exempts a distributor from the requirement to hold an Australian clearing and settlement facility (CS facility) licence under subsection 820A(1) where the facility is only a CS facility because one or more eligible stablecoins or eligible wrapped tokens are financial products (s 7).
• Exempts a distributor from holding an Australian financial services licence (AFSL) for specified financial services in relation to eligible stablecoins and eligible wrapped tokens, including providing general advice, dealing in (other than issuing) eligible stablecoins and wrapped tokens, issuing an eligible wrapped token, making a market, and providing custodial or depository services (s 8). Note: the instrument explicitly treats a distributor as “taken to issue” an eligible wrapped token if party to the arrangement (see the cross-reference to subsection 761E(5) in s 8 and the note).
• Provides targeted relief in the disclosure space: distributors do not have to comply with Part 7.9 for eligible wrapped tokens (s 11), and there is bespoke relief on Product Disclosure Statement (PDS) obligations for offers sold as indirect issues where the issuer is an exempt foreign issuer (s 9). There is also a limited transaction confirmation relief for eligible stablecoin and wrapped token issuers that are not parties to a transaction (s 10).
• Places conditions and procedural requirements on the availability of the exemptions, notably reporting and verification of reserve composition and value for eligible stablecoins (s 12), trust or equivalent arrangements for reserves (s 12(2)-(3)), and a distributor obligation to take reasonable steps to provide or make available the most current PDS to retail clients where a PDS exists (s 13).

The instrument operates by describing who qualifies as an eligible stablecoin, eligible stablecoin issuer, eligible wrapped token, eligible wrapped token issuer, and distributor (see s 5). The definitions impose substantive conduct and structural requirements on the underlying issuers (for example, unconditional or KYC- or minimum-redemption-threshold-contingent redemption rights, cash-or-cash-equivalent reserves denominated in the underlying currency that are equal to or greater than the total underlying currency amount on issue, and separation of reserves from issuer property). The exemptions are available only when the distributor is dealing with assets that meet those definitions and when the distributor satisfies the disclosure and reporting conditions set out in Part 2 (s 12 and s 13).

The instrument therefore mechanically reduces the set of licensing and disclosure obligations that attach to distributors of specified digital assets, contingent on issuer-level reserve and redemption structures, distributor due diligence and reporting by issuers, and limited cross-border documentation rules. The relief is temporary, expiring on 1 January 2029 (s 14).

The instrument builds on a small set of core concepts and operational tests. These core concepts determine eligibility for the relief and allocate duties between issuers and distributors. They appear in the definitions in s 5 and are operationalised in ss 6-13.

Key defined concepts:

• Distributor: A person other than an eligible stablecoin issuer or an eligible wrapped token issuer (s 5). The instrument repeatedly targets distributors rather than issuers; relief is available to distributors when the asset and issuer meet the eligible-issuer tests.
• Eligible stablecoin: A digital asset with the purpose of maintaining a stable value equal to an underlying currency amount and that is a non-cash payment facility. The definition requires that each holder has a right to redeem the stablecoin for the underlying currency amount from the eligible stablecoin issuer, where that right may be unconditional or subject only to KYC checks or a minimum redemption threshold (s 5, definition of eligible stablecoin, para (b)). The instrument requires issuer terms to state that reserves must be equal to or greater than the total underlying currency amount on issue, held separately, payable on redemption, and used only for redemptions and disclosed fees (s 5(c)). Holders may not receive financial returns from the reserves (s 5(d)).
• Eligible wrapped token: A derivative digital asset that confers on third-party holders a redemption right to terminate the arrangement and be transferred an underlying digital asset. The terms must require reserves of the underlying digital asset equal to or greater than the number on issue, separate custody, and exclusive use of reserves for transfer on redemption and disclosed fees. The underlying digital asset must either be not a financial product or be an eligible stablecoin or eligible wrapped token (s 5, definition of eligible wrapped token).
• Eligible issuer tests: Both eligible stablecoin issuer and eligible wrapped token issuer are defined to include issuers who hold an AFSL authorising issuance, or have lodged an AFSL application by 30 June 2026 that has not been rejected, withdrawn or refused, or are exempt foreign issuers (s 5, definitions). The instrument also provides that, for the purposes of a distributor’s reliance, the distributor may be “reasonably satisfied” that those issuer tests are met (s 5(2)).

Operational tests and constraints:

• Reserve quality and custody: For eligible stablecoins, reserves must comprise only cash or cash equivalents denominated in the underlying currency (s 5, definition of cash or cash equivalents and s 5(c)(i)). For eligible wrapped tokens, reserves must comprise underlying digital assets (s 5, definition of eligible wrapped token).

This instrument divides parties into issuers, distributors and holders, and allocates obligations and relief primarily to distributors (s 5, definitions; ss 6-13). Identifying who is affected requires mapping those roles to practical market participants.

Primary affected parties:

• Distributors: Persons who are not eligible stablecoin issuers or eligible wrapped token issuers (s 5, definition of distributor). Relief in ss 6-9 and s 11 is targeted at distributors. A distributor could be a trading venue operator, a market maker, a custodian providing services, a dealer, or a platform that lists or trades the digital assets when the activity would otherwise trigger a market licence, CS facility licence, AFSL or disclosure obligations. The instrument exempts such persons from holding an Australian market licence (s 6), CS facility licence (s 7) and certain AFSL authorisations for specified services (s 8), subject to conditions.
• Eligible stablecoin issuers: The instrument sets out what makes a stablecoin “eligible”, and the definition of eligible stablecoin issuer describes issuers that hold an AFSL authorising issue, have lodged an AFSL application by 30 June 2026 that remains pending (not rejected/withdrawn/refused), or are exempt foreign issuers (s 5, definition of eligible stablecoin issuer). Eligible stablecoin issuers bear the substantive obligations about reserves, redemption rights, and publication of reserve reports (s 5(c); s 12).
• Eligible wrapped token issuers: Similarly defined under s 5. These issuers must maintain underlying-digital-asset reserves, custody arrangements, and disclosure in terms or PDS that reserves are for redemptions and fees only (s 5, definition of eligible wrapped token). An issuer that satisfies the AFSL/application/exempt-foreign-issuer tests is the entity whose assets allow distributors to rely on the instrument.
• Holders/retail clients: Persons who hold eligible stablecoins or eligible wrapped tokens, including retail clients as defined in s 5 (definition of retail client). The instrument imposes obligations affecting retail clients indirectly, for example by requiring distributors to make available the most current PDS where one exists (s 13).

Secondary and consequentially affected parties:

• Auditors and custodians: The 16-month threshold in s 12(1)(b) requires a report by a registered company auditor or, where the issuer is an exempt foreign issuer, a person authorised to undertake audits in the issuer’s jurisdiction. Custodians are implicated in the requirement that reserves be held separately (s 5(c)(ii); s 5, definition of eligible wrapped token para (c)(ii)).

The instrument creates and preserves a network of duties and rights allocated between issuers, distributors and holders. Many duties are expressed as conditions that enable a distributor to rely on the exemptions.

Distributor duties and rights:

• Right to rely on specific licensing exemptions: A distributor can operate without an Australian market licence where the market activity is only because eligible stablecoins or wrapped tokens are financial products (s 6), without a CS facility licence in corresponding circumstances (s 7), and without an AFSL for specified financial services listed in s 8. These rights are conditional on the definitions and ongoing conditions in ss 12-13.
• Duty of reasonable satisfaction about issuer status: For the purposes of applying the instrument, the distributor may treat an issuer as an eligible stablecoin issuer or eligible wrapped token issuer where the distributor is reasonably satisfied that the issuer meets certain parts of those definitions (s 5(2)). This allocates a due-diligence duty to the distributor.
• Duty to rely on and verify issuer reporting: If a class of eligible stablecoins has been on issue for at least 4 months, the exemptions will only apply if the issuer has published a report about reserves within the last month (s 12(1)(a)). After 16 months, an auditor-reviewed report within the last 13 months is required (s 12(1)(b)). Distributors relying on exemptions must therefore check issuer publications and ensure that the reports identify reserve composition and value as required (s 12(1)(c)(i)-(ii)).
• Documentation duty for cross-border custody exceptions: If reserves are located in jurisdictions where trusts are unknown or where holding on trust is not reasonable, the distributor may rely on the exemption only if it documents in writing its satisfaction and the basis for it (s 12(3)(a)-(b)).
• Retail PDS duty: A distributor relying on exemptions in relation to a retail client must take reasonable steps to give or make available the most current PDS prepared by the issuer (s 13).

Issuer duties and rights:

• Reserve and redemption architecture: Issuers have the duty to design terms and PDS that guarantee holder redemption rights (which may be conditional on KYC or minimum redemption thresholds) and that require reserves equal to or greater than the total underlying currency amount on issue, denominated in the underlying currency and comprising only cash or cash equivalents (s 5, eligible stablecoin definition). For wrapped tokens, reserves must be underlying digital assets equal to or greater than the number on issue (s 5, eligible wrapped token definition).

The instrument itself does not create novel criminal offences or civil penalty regimes within its text; rather it operates by providing exemptions from specified statutory obligations in the Corporations Act while attaching conditions to that relief (see s 6-13). Enforcement and sanctions therefore arise primarily through the underlying Corporations Act regimes and ASIC’s supervisory powers, which remain in force.

Enforcement mechanics and possible consequences:

• Reinstatement of obligations if conditions not met: A distributor that incorrectly relies on an exemption (for example, without being reasonably satisfied that the issuer qualifies or without the issuer having published the required reports) would not have the statutory exemption in place and would be subject to the licensing and disclosure obligations the instrument temporarily displaces (ss 6-9 read with s 12). That means usual enforcement pathways under the Corporations Act would apply. The instrument does not create an express safe harbour for incorrect reliance.
• ASIC oversight: The instrument is made under ASIC’s statutory exemption-making powers (s 3 refers to subsections 791C(7), 820C(7), 926A(2) and 1020F(1) of the Corporations Act) and ASIC remains the regulator empowered to enforce the Act. The instrument does not displace ASIC’s power to investigate or take action where distributors or issuers breach the Corporations Act outside the scope of the relief.
• Licensed activity without a licence: If a distributor operates in circumstances that do not satisfy the instrument’s definitions or conditions but does so without the applicable licence, they risk enforcement for carrying on an unlicenced market, CS facility, or financial services business as set out in the relevant Corporations Act provisions (the instrument relieves compliance with these licences only where its conditions are satisfied; it does not amend the underlying offence or civil penalty provisions in the Act).
• Disclosure and civil remedies: Distributors have a duty under s 13 to take reasonable steps to provide a PDS to retail clients where a PDS exists. Failure to comply with disclosure obligations under the Corporations Act (for example, if the distributor is not within the relief in s 11 for wrapped tokens) would continue to expose the distributor to civil liability under the Act and to consumer-protection and remedial mechanisms available to clients. The instrument does not itself specify civil penalty amounts or alternative remedies.
• Reliance on “reasonable satisfaction” and documentation: Several provisions impose documentary duties (for example, s 12(3) requires written documentation where trust arrangements are not used). While the instrument does not specify a penalty for failure to document, the absence of the required documentation would undermine a distributor’s claim to the exemption and expose it to the usual enforcement consequences under the Act.

This instrument operates as a specific legislative instrument under the Corporations Act 2001 and interacts directly with multiple provisions of the Act and indirectly with other areas of law, notably trust law, auditing and cross-border law. The instrument itself references specific Act provisions and relies on their continued application where relief is not applicable.

Direct interactions with the Corporations Act:

• Market and CS facility licences: The instrument grants relief from subsections 791A(1) and 820A(1) of the Corporations Act where the operation of a financial market (s 6) or clearing and settlement facility (s 7) is only because eligible stablecoins or wrapped tokens are financial products. The exemptions therefore operate as targeted carve-outs from the licence requirements otherwise located in the Act.
• AFSL and financial services: The exemption in s 8 releases distributors from the AFSL requirement in subsection 911A(1) for specified services. The instrument expressly names which services are covered: general advice, dealing (other than issuing) eligible stablecoins or eligible wrapped tokens, issuing an eligible wrapped token, making a market, and providing custodial or depository services. These carve-outs are bounded by the instrument’s definitions and conditions.
• Product disclosure and offers: Section 9 references subsections 1012C(3) and (4) of the Act and relies upon subsection 1012C(6) for offers made under certain indirect-issue circumstances where an issuer is an exempt foreign issuer. Section 11 provides an exemption from Part 7.9 for distributors of eligible wrapped tokens, but s 13 nonetheless requires distributors to make a PDS available to retail clients where one exists. The instrument therefore modifies the practical scope of disclosure obligations under Part 7.9 by removing some obligations for distributors while retaining issuer-originated PDS duties in certain retail dealings.
• Transaction confirmations: Section 10 relieves eligible stablecoin and wrapped token issuers from subsection 1017F(2) obligations to provide transaction confirmations for transactions in which the issuer is not a party. This interacts with the Act’s general confirmations regime and narrows it for certain transactions.
• “Taken to issue” reference: The instrument notes that a distributor will be taken to issue an eligible wrapped token by being party to the arrangement (referencing subsection 761E(5) in the Act). This cross-reference determines when distributors may be treated as issuers for other Act purposes and affects the scope of s 8(c) (issuing an eligible wrapped token).

This instrument’s text as provided records its making and substantive content but does not list prior amendments or variations. The instrument includes its date of making as 5 December 2025 (cover page and s 1) and the commencement rule that it commences the day after registration on the Federal Register of Legislation (s 2). It also contains an express repeal provision fixing the instrument’s expiry: it is repealed at the start of 1 January 2029 (s 14).

Concrete timeline and amendment-relevant dates embedded in the instrument:

• Date made: 5 December 2025 (cover page and s 1). This is the date the ASIC delegate signed the instrument.
• Commencement: the instrument commences the day after registration on the Federal Register of Legislation (s 2). The instrument directs readers to the register at www.legislation.gov.au for register access.
• AFSL application deadline for eligible issuer status: an issuer may qualify as an eligible stablecoin issuer or eligible wrapped token issuer if the issuer has lodged an AFSL application on or before 30 June 2026 and that application has not been rejected under subsection 1274(8), withdrawn, or refused by ASIC (s 5 definitions). That date functions as a cut-off for eligibility for relief premised on pending AFSL applications.
• Reporting timelines: For eligible stablecoins that have been on issue for at least 4 months, the issuer must have published, within the last 4 months, a report about reserve composition and value as at a date no more than 1 month before publication (s 12(1)(a)). For classes on issue for at least 16 months an auditor-reviewed report is required within the last 13 months (s 12(1)(b)(i)-(ii)). These time-related thresholds establish rolling compliance checkpoints.
• Repeal: 1 January 2029 (s 14). The instrument will cease to operate on that date unless further legislative action is taken to extend, replace or make permanent its provisions before repeal.

No other amendments appear in the instrument as presented. If a practitioner requires a full amendment history, including any subsequent revocations, variations or extensions after registration, they must consult the Federal Register of Legislation entry for this instrument and any subsequent legislative instruments or regulations that amend or replace it. The instrument itself instructs that it is made under specified Corporations Act powers and contains no Schedule listing prior changes or transitional amendments.

Because the instrument contains temporal cut-offs (30 June 2026 for AFSL applications and 1 January 2029 for repeal), these dates are central to any planning or compliance programme for distributors, issuers and other market participants. The instrument therefore creates a regulated transitional framework rather than a permanent regime, and the absence of further amendment history in the instrument suggests reliance on external administrative or legislative action to change its lifespan.

The instrument itself contains no litigation history and does not refer to any judicial decisions. As made in December 2025, the instrument’s text does not record judicial review, declaratory relief or case law. There are no cases, proceedings or judicial findings contained in the instrument’s text.

Potential litigation vectors grounded in the instrument:

• Disputes over “reasonable satisfaction”: The instrument allows distributors to treat certain issuers as eligible where the distributor is “reasonably satisfied” (s 5(2)). Litigation might arise if a distributor’s reasonable-satisfaction assessment is challenged , for example, by ASIC or by harmed clients , on whether the distributor undertook adequate due diligence to form that belief. Disputes would focus on the facts the distributor relied on and whether the standard of reasonableness was met.
• Reserve composition and auditor reports: The instrument conditions relief on the publication of reserve reports and, after 16 months, an auditor attestation (s 12(1)). Judicial questions could arise about the sufficiency of those reports (for instance, whether a report accurately reflected reserves in existence at the relevant date), the adequacy of auditor procedures, or the proper interpretation of “cash or cash equivalents” under the definitions in s 5.
• Trust arrangements and cross-border custody: Section 12(2) requires that reserves be held on trust for holders for a distributor to rely on the exemptions, but s 12(3) recognises exceptions where trust is not recognised in the place where assets are held. Litigation could address whether a foreign custody arrangement provided reasonably effective protection in the event of issuer or custodian insolvency, and whether the distributor’s documentation met the s 12(3) requirements.
• Misrepresentation and disclosure: If issuer reports or PDS statements are misleading, legal actions could be brought under the Corporations Act or general law for misrepresentation or misleading conduct. The instrument leaves those remedial pathways intact where disclosure fails or is misleading.
• Classification disputes: Litigation might also arise over whether a particular token is an eligible stablecoin or eligible wrapped token as defined in s 5. Issues could include whether a token has the required redemption right, whether reserves are of the required kind, or whether an underlying digital asset is a financial product. Determinations of product characterisation could have significant regulatory consequences because eligibility affects whether distributors can rely on the exemptions.

The instrument contains several non-obvious features, timing traps and drafting nuances that can produce compliance failures or unexpected regulatory exposure if misunderstood. The following points are factual, grounded in the text, and highlight practical pitfalls.

1. “Distributor” is defined by exclusion: The relief applies to a distributor, defined as a person other than an eligible issuer (s 5). If a platform or intermediary becomes “taken to issue” an eligible wrapped token by being party to the arrangement (referenced in s 8 note cross-referencing subsection 761E(5) of the Act), the entity may cease to be a distributor and could fall within issuer regulatory obligations. Practitioners must check whether particular activities or contractual arrangements cause the distributor to be “taken to issue.”

2. AFSL application cut-off is hard (30 June 2026): To be an eligible issuer on the basis of a pending application, the AFSL application must have been lodged on or before 30 June 2026 and must not have been rejected, withdrawn or refused (s 5 definitions). Parties that miss this date cannot rely on the pending-application pathway to eligibility and therefore cannot give distributors the right to rely on the instrument’s exemptions. This is a strict temporal constraint and not a rolling grace period.

3. Exempt foreign issuer route has limits: The definitions allow an issuer to qualify as an “exempt foreign issuer” (s 5). However, the instrument treats offers relating to sales by distributors differently where the issuer is an exempt foreign issuer (s 9), and the auditor attestation route requires auditors authorised in the issuer’s jurisdiction (s 12(1)(b)(ii)). This cross-border route imposes dependency on foreign legal and regulatory frameworks; distributors must understand the foreign legal protections for reserves.

4. Reserve composition and denominational requirement: For eligible stablecoins, reserves must comprise only cash or cash equivalents denominated in the underlying currency (s 5(c)(i)). That prevents arbitrage where reserves are held in a different currency and introduces foreign-exchange and liquidity risk considerations in practice. A stablecoin issuer holding reserves in a different currency would likely fail the definition and therefore break the distributor’s entitlement to relief.

5. Reporting timeframes are exacting and rolling: The instrument requires a report published within one month of the report date for classes on issue at least four months (s 12(1)(a)). For classes over 16 months, an auditor-attested report within the last 13 months is required (s 12(1)(b)). A distributor must ensure the issuer publishes these reports on the issuer’s website and verify dates to ensure ongoing entitlement. A failure to maintain updated reports can immediately terminate the distributor’s entitlement to the exemption.

The instrument creates precise documentary and operational conditions distributors and issuers must meet to rely on the exemptions. Below is a practical compliance checklist and operational steps, mapped to the instrument’s provisions.

For distributors (practical checklist):

1. Confirm issuer eligibility (s 5 definitions and s 5(2)):

   • Obtain and retain evidence that the issuer either holds an AFSL authorising issuance, lodged an AFSL application on or before 30 June 2026 that has not been rejected/withdrawn/refused, or is an exempt foreign issuer.
   • Document in writing the basis for the distributor’s reasonable satisfaction if relying on s 5(2). Keep contemporaneous due-diligence records (including copies of AFSL certificates, application acknowledgements, and correspondence with ASIC).

2. Verify token eligibility (s 5 definitions):

   • For stablecoins, obtain issuer terms and PDS confirming redemption rights (conditional only on KYC or minimum redemption thresholds), reserve composition (cash or cash equivalents in underlying currency), reserve separation and exclusive use for redemptions and disclosed fees (s 5(c)).
   • For wrapped tokens, obtain issuer terms and PDS confirming redemption rights to underlying digital assets, reserve equality to number on issue, separate custody, and exclusive reserve use (s 5, definition of eligible wrapped token).

3. Monitor issuer reporting requirements (s 12(1)):

   • For classes on issue at least 4 months: confirm a report on reserve composition and value was published on issuer’s website within the last 4 months and that the report’s reference date is no more than 1 month before publication (s 12(1)(a)).
   • For classes on issue at least 16 months: confirm an auditor-attested report was published within the last 13 months and that the auditor is a registered company auditor (or authorised auditor in issuer’s jurisdiction where issuer is an exempt foreign issuer) (s 12(1)(b)).

4. Ensure trust or equivalent arrangements (s 12(2)-(3)):

   • Confirm that the issuer’s terms or PDS state the reserves are held on trust for holders. Where trust law does not apply or is not reasonable in the jurisdiction of custody, document in writing the distributor’s satisfaction and the basis for it as required by s 12(3)(a)-(b). Retain written records.