Australia – ASIC Ownership Transparency, Substantial Shareholding

• AST ASIC issued consultation paper 387, enhanced beneficial ownership disclosure-proposed legislative instrument, form and guidance (CP 387).
• Aims to respond to reforms in schedule 1 of the Treasury Laws Amendment (Strengthening Financial Systems and Other Measures) Act 2025 (amending act).
• Follows AST GVT Dec. 2025 registered the Treasury laws amendment (strengthening financial systems and other measures) act 2025, see #268024.

List of Draft Documents

• CP 387 includes proposals on a new legislative instrument (draft ASIC Corporations (Listed Enhancements Beneficial Ownership Disclosure) Instrument 2026/XX).
• Plus a draft substantial shareholding notice, and amendments to three regulatory guides:
• Draft updated regulatory guide 5 relevant interests and deemed economic interests (RG 5)
• Draft updated regulatory guide 9 takeover bids (RG 9)
• Draft updated regulatory guide 222 substantial shareholding disclosure and tracing requirements (RG 222)

Background

• The amending act improved the transparency of ownership and control of listed entities by broadening market disclosures to better capture interests arising through equity derivatives.
• It also strengthened the existing substantial holding and tracing notice regimes that govern the disclosure of interests in listed entities.

Proposed Legislative Instrument

• The draft instrument sets out declarations and requirements for listed entities regarding enhanced beneficial ownership disclosure.
• AST ASIC seeks feedback on the following proposals regarding calculative methods for deemed economic interests and offsetting short selling.
• Plus exemption from having deemed economic interests and offsetting short positions for market makers and client facing services.
• Tracing notices and register of relevant interests requirements.
• Substantial shareholding disclosure form, additional substantial shareholding notice information and excluded standard form documents, equivalent foreign requirements exclusion.

Amendments to RG 5

• AST ASIC proposes to update RG 5 to provide guidance on deemed economic interests.
• Plus provide guidance on offsetting short positions, incorporate consequential amendments to reflect new sections updated or inserted by the amending act.
• Rename the guide relevant interests and deemed economic interests to reflect its expanded scope.
• Reduce or, where appropriate, remove guidance dedicated to substantial shareholding notices which is proposed to move to RG 222.

Amendments to RG 9

• Proposes to update RG 9 to amend legislative references and guidance.
• Namely, to reflect sections updated or inserted by the amending act; simplifying RG 9.

Amendments to RG 222

• Proposes to incorporate substantial shareholding disclosure guidance from RG 5.
• Plus incorporate guidance on tracing notices from regulatory guide 86 tracing beneficial ownership (RG 86), and withdraw RG 86 after RG 222 has been published.
• Include guidance about the new ASIC freezing order powers under the amending act.
• Rename the guide substantial holding disclosure and tracing requirements to reflect its broadened scope.

Effectiveness

• Public consultation closes on 21 April 2026.