Corporations Amendment (Digital Assets Framework) Act 2026 (38 of 2026)

Schedule 1   Digital asset platforms and tokenised custody platforms

Part 1   Core concepts

Division 1   Main amendments

Corporations Act 2001

1   After section 761GA

Insert:

761GB Meaning of digital token

(1) A digital token is:

(a) an electronic record that one or more persons are capable of factually controlling as described in subsection (2); or

(b) an electronic record prescribed by regulations made for the purposes of this paragraph;

but does not include an electronic record that, under the regulations, is prescribed not to be a digital token.

Note: The regulations may prescribe a class of electronic record (see subsection 13(3) of the Legislation Act 2003).

When a person is capable of factually controlling an electronic record

(2) A person is capable of factually controlling an electronic recordif the person can (whether alone or jointly with one or more other persons):

(a) transfer the electronic record; and

(b) exclude one or more other persons from transferring the electronic record; and

(c) demonstrate that the person can do the things in paragraphs (a) and (b).

Note: A person who can do all of these things possesses the digital token (see paragraph 86(2)(a)).

(3) In working out whether a person can do a thing in paragraph (2)(a), (b) or (c):

(a) it only matters what the person can do as a matter of fact rather than law; and

(b) it does not matter if another person can also do that thing.

Note 1: An example of when an electronic record is a digital token is if:

(a) the electronic record is created by a payment provider on a distributed ledger to identify a person entitled to withdraw money; and

(b) the person transfers the money by transferring the electronic record to another person, who the provider then recognises as entitled to withdraw the money.

Note 2: An example of when an electronic record is a digital token is if:

(a) the electronic record is created by a custodian on a distributed ledger to identify a person with beneficial ownership of property; and

(b) the person transfers the property by transferring the electronic record to another person, who the provider then recognises as a beneficial owner of the property.

Note 3: An example of when an electronic record is not a digital token is if:

(a) the electronic record is in a ledger maintained by a bank to record a specific account holder's balance of money that can be withdrawn; and

(b) a transfer of money is effected by the bank altering the electronic record to reflect an updated balance, but not by transferring the electronic record itself.

Note 4: An example of when an electronic record is not a digital token is if:

(a) the electronic record is in a database maintained by a custodian to identify a client with beneficial ownership of property; and

(b) a transfer of the property is effected by the custodian altering the electronic record to reflect the new beneficial owner, but not by transferring the electronic record itself.

761GC Meaning of digital asset platform

(1) A digital asset platform is a facility under which:

(a) a person (the operator ) possesses one or more digital tokens (the underlying assets ); and

(b) the underlying assets are so possessed for or on behalf of another person, including by the operator:

(i) acting as trustee or bailee; or

(ii) being obliged to ensure that the underlying assets are dealt with on the instructions of the other person.

Note 1: Paragraph (a) can be satisfied if an agent of the operator possesses the underlying assets, because the operator is taken to have done anything that the agent does (see subsection 761GE(2)).

Note 2: The operator is the issuer of the platform (see section 761E).

(2) For the purposes of paragraph (1)(b), the other person must be a client under the facility or a nominee of such a client.

(3) The facility may also authorise the operator or one or more other persons to engage in conduct:

(a) in relation to an underlying asset; and

(b) for or on behalf of the client or the client nominee.

(4) Despite subsection (1), a tokenised custody platform cannot be a digital asset platform .

761GD Meaning of tokenised custody platform

(1) A tokenised custody platform is a facility under which:

(a) a person (the operator ) identifies one or more assets other than money (the underlying assets ); and

(b) for each underlying asset:

(i) the operator creates a single digital token; and

(ii) possessing the digital token confers a right to redeem, or direct the delivery of, the underlying asset; and

(c) the operator holds each underlying asset; and

(d) each underlying asset is so held for or on behalf of another person who possesses the digital token for the underlying asset, including by the operator:

(i) acting as trustee or bailee; or

(ii) being obliged to ensure that the underlying asset is dealt with on the instructions of the other person.

Note 1: Paragraph (c) can be satisfied if an agent of the operator holds the underlying asset, because the operator is taken to have done anything that the agent does (see subsection 761GE(2)).

Note 2: The operator is the issuer of the platform (see section 761E).

(2) The facility may also authorise the operator or one or more other persons to engage in conduct in relation to an underlying asset for, or on behalf of, a person who:

(a) possesses the digital token for the underlying asset; and

(b) is a client under the facility.

Note: If a person is not the first to possess a digital token, merely possessing the digital token does not make the person a client under the facility. For a facility that is an arrangement, the person would need to enter into the arrangement as a client under the facility (see item 5 of the table in subsection 761E(3)).

(3) In this section:

holds : for a digital token, a person holds the digital token if the person possesses the digital token.

761GE Agents appointed by operators of digital asset platforms or tokenised custody platforms

(1) This section applies if the operator of a facility appoints an agent to do anything that the operator is authorised to do in connection with the facility.

(2) For the purposes of determining:

(a) whether the facility is a digital asset platform or a tokenised custody platform; and

(b) if the facility is a digital asset platform or a tokenised custody platform:

(i) whether there is a liability to a client under the facility; or

(ii) whether this Act has been complied with for the facility; or

(iii) whether the platform rules of the facility have been complied with; or

(iv) whether the asset-holding standards or the transactional and settlement standards have been complied with for the facility;

the operator is taken to have done (or failed to do) anything that the agent has done (or failed to do) because of the appointment, even if the agent was acting fraudulently or outside the scope of the agent's authority.

(3) An agent appointed by:

(a) an agent appointed by the operator as described in subsection (1); or

(b) a person who is taken under this subsection to be an agent of the operator;

to do anything that the operator is authorised to do in connection with the facility is taken to be an agent appointed by the operator to do that thing for the purposes of subsections (1) and (2).