Corporations Act 2001

Modifying legislative instruments: The application of Ch 6C is affected by the following legislative instruments that commenced on or after 1 January 2022: the ASIC Corporations (Warrants: Relevant Interests and Associations) Instrument 202 3/6 87; and the ASIC Corporations (Relief to Facilitate Admission of Exchange Traded Funds) Instrument 2024/147.

For legislative instruments or class orders before 1 January 2022 that affect the application of Ch 6C, please consult the legislative instruments or class orders directly. These are reproduced in the regulatory-resources section of the company-law practice area in CCH iKnowConnect.

[ CCH Note: Ch 6C heading will be amended by No 72 of 2025, s 3, Sch 1[5], by substituting " CERTAIN LISTED ENTITIES " for " LISTED COMPANIES, LISTED REGISTERED SCHEMES AND LISTED NOTIFIED FOREIGN PASSPORT FUNDS " , (effective 4 December 2026).

[ CCH Note: Pt 6C.1A heading will be inserted by No 72 of 2025, s 3, Sch 1[2] (effective 4 December 2026). Pt 6C.1A heading will read:

PART 6C.1A - PRELIMINARY

Division 1 - Chapter 6C bodies]

[ CCH Note: Div 1 heading will be inserted by No 72 of 2025, s 3, Sch 1[30] (effective 4 December 2026). Div 1 heading will read:

Division 1 - Directions by ASIC

Subdivision A - Disclosure notices]

[ CCH Note: S 672A will be substituted by No 72 of 2025, s 3, Sch 1[31] (effective 4 December 2026). S 672A will read:

SECTION 672A DISCLOSURE NOTICES  
672A
ASIC may direct:

(a) a member of a Chapter 6C body; or

(b) a person named in a previous disclosure under section 672AB as:

(i) having a relevant interest in voting securities in a Chapter 6C body; or

(ii) having given instructions about voting securities in a Chapter 6C body; or

(c) a person whom ASIC suspects, on reasonable grounds:

(i) has a relevant interest in voting securities in a Chapter 6C body; or

(ii) has given instructions about voting securities in a Chapter 6C body; or

(iii) is an associate of a person to whom subparagraph (i) or (ii) applies in relation to voting securities in the Chapter 6C body; or

(d) a person named in a previous disclosure under section 672AB as:

(i) having a deemed economic interest in a number of voting securities of a particular class in a Chapter 6C body; or

(ii) having given instructions about derivatives relating to a Chapter 6C body; or

(e) a person whom ASIC suspects, on reasonable grounds:

(i) has a deemed economic interest in a number of voting securities of a particular class in a Chapter 6C body; or

(ii) has given instructions about derivatives relating to a Chapter 6C body; or

(iii) is an associate of a person to whom subparagraph (i) or (ii) applies in relation to voting securities of a particular class in the Chapter 6C body;

to make the disclosure required by section 672AB in relation to the Chapter 6C body.

SECTION 672AA SERVICE OF DISCLOSURE NOTICES  

672AA(1)
Without limiting section 672A , ASIC may give a direction under that section by:

(a) sending the direction by:

(i) pre-paid post; or

(ii) pre-paid courier service;

to an address that it is reasonable for ASIC to send the direction to; or

(b) emailing the direction to an email address that it is reasonable for ASIC to email the direction to.

672AA(2)
If:

(a) ASIC gives a direction to a person in the way described in paragraph (1)(a) of this section; and

(b) the direction specifies a way for the person to notify ASIC that the person has received the direction; and

(c) ASIC does not, during the 21 days starting on the day ASIC posts the direction or gives it to the courier, receive a notification from the person, in that specified way, that the person has received the direction;

the person is taken to receive the direction on the last of those 21 days, unless it is proved that the person received the direction earlier.

672AA(3)
If:

(a) ASIC emails a direction to a person in the way described in paragraph (1)(b) ; and

(b) the direction specifies a way for the person to notify ASIC that the person has received the direction; and

(c) ASIC does not, during the 7 days starting when ASIC emails the direction, receive a notification from the person, in that specified way, that the person has received the direction;
the person is taken to receive the direction on the last of those 7 days, unless it is proved that the person received the direction earlier.

SECTION 672AB COMPLIANCE WITH DIRECTION  

672AB(1)
This section applies if a person (the discloser ) is directed under section 672A to make the disclosure required by this section in relation to a Chapter 6C body.

672AB(2)
The discloser must, in accordance with sections 672AC and 672AF , disclose to ASIC the information required by section 672AD .

Note: Failure to comply with this subsection is an offence: see subsection 1311(1) .

672AB(3)
An offence based on subsection (2) of this section is an offence of strict liability.

SECTION 672AC DEADLINE FOR DISCLOSURE  
672AC
For the purposes of subsection 672AB(2) , a person (the discloser ) who is directed under section 672A to make a disclosure in relation to a Chapter 6C body must make the disclosure within 2 business days after:

(a) the discloser is given the direction; or

(b) if:

(i) the discloser applies for an exemption under section 673 from the obligation to make the disclosure; and

(ii) ASIC refuses to grant the exemption;

ASIC notifies the discloser of its decision on the application.]

[ CCH Note 1: Subdiv B will be inserted by No 72 of 2025, s 3, Sch 1[32] (effective 4 December 2026). Subdiv B will read:

Subdivision B - Information required to be disclosed

SECTION 672AD INFORMATION REQUIRED TO BE DISCLOSED  

672AD(1)
Subject to section 672AE , for the purposes of subsection 672AB(2) , a person (the discloser ) who is directed under section 672A to make a disclosure in relation to a Chapter 6C body must disclose:

(a) full details of the discloser ' s own relevant interests and deemed economic interests in voting securities in the Chapter 6C body, including full details of:

(i) the circumstances that give rise to the relevant interests and deemed economic interests; and

(ii) if the discloser has a relevant interest under subsection 608(8) in voting securities in the Chapter 6C body, or deemed economic interests in voting securities in the Chapter 6C body - any offsetting short positions of the discloser in voting securities in the Chapter 6C body; and

(b) full details of any agreement through which the discloser would have a relevant interest, deemed economic interest or offsetting short position in voting securities in the Chapter 6C body; and

(c) the name of each associate of the discloser, together with full details of the nature of the discloser ' s association with the associate; and

(d) the name and address of any other person who has a deemed economic interest in voting securities in the Chapter 6C body, together with full details of:

(i) the nature and extent of the other person ' s deemed economic interest; and

(ii) the circumstances that give rise to the other person ' s deemed economic interest; and

(e) the name and address of each person who has given the discloser instructions about derivatives relating to the Chapter 6C body, together with full details of those instructions (including the date or dates on which they were given); and

(f) any other particulars:

(i) prescribed by the regulations for the purposes of this subparagraph in relation to the direction; or

(ii) determined under subsection (2) in relation to the direction.

672AD(2)
For the purposes of subparagraph (1)(f)(ii) of this section, ASIC may, by legislative instrument, determine particulars in relation to the direction if the particulars are determined under subsection 671BB(3) in relation to the Chapter 6C body.

Additional information about specified securities

672AD(3)
Subsection (5) applies if:

(a) paragraph 672A(a) , (b) or (c) applies to the discloser; and

(b) the direction specifies disclosable securities in the Chapter 6C body for the purposes of this paragraph.

672AD(4)
For the purposes of paragraph (3)(b) , the direction may specify disclosable securities in the Chapter 6C body. The specified disclosable securities must be:

(a) if paragraph 672A(a) applies to the discloser - disclosable securities the discloser is shown as holding in the Chapter 6C body ' s register of members; or

(b) if paragraph 672A(b) applies to the discloser - voting securities the discloser was named as:

(i) having a relevant interest in; or

(ii) as having given instructions about;

as mentioned in that paragraph; or

(c) if paragraph 672A(c) applies to the discloser - voting securities that are relevant to the suspicion mentioned in that paragraph.

Note: More than one paragraph of section 672A may apply to the discloser. For example, the discloser may have been named in a previous disclosure as having both a relevant interest in securities and a deemed economic interest in securities and also be suspected of having a relevant interest in other securities, in which case the direction may specify securities to which paragraph (b) or (c) of this subsection applies.

672AD(5)
In addition to the matters in subsection (1) , the discloser must disclose:

(a) the name and address of any other person who has a relevant interest in any of the specified disclosable securities, together with full details of:

(i) the nature and extent of the other person ' s relevant interest; and

(ii) the circumstances that give rise to the other person ' s relevant interest; and

(b) if the specified disclosable securities are voting securities - the name and address of each person who has given the discloser instructions about any of the specified disclosable securities in the Chapter 6C body, together with full details of those instructions (including the date or dates on which they were given).

SECTION 672AE INFORMATION REQUIRED TO BE DISCLOSED - LIMITATIONS  
672AE
Despite section 672AD , if a person (the discloser ) is directed under section 672A to make a disclosure in relation to a Chapter 6C body:

(a) if the direction specifies that the discloser is directed to disclose specified information only (being information covered by subsection 672AD(1) or (5) ) - the discloser is required to disclose only the specified information; and

(b) a matter referred to in paragraph 672AD(1)(d) need only be disclosed to the extent to which it is known to the discloser on the basis of information that is not publicly available (whether or not it is also knowable on the basis of information that is publicly available); and

(c) a matter referred to in paragraph 672AD(5)(a) need only be disclosed to the extent to which it is known to the discloser.

Note: A defendant bears an evidential burden in relation to the matter in paragraph (b) or (c) of this section: see subsection 13.3(3) of the Criminal Code .

Subdivision C - Accompanying documents and statements

SECTION 672AF ACCOMPANYING DOCUMENTS AND STATEMENTS  

672AF(1)
For the purposes of subsection 672AB(2) , and subject to subsections (3) to (5) of this section, a disclosure that a person (the discloser ) is directed to make under section 672A in relation to a Chapter 6C body must be accompanied by:

(a) for each agreement (if any):

(i) that contributed to the circumstances giving rise to a relevant interest or deemed economic interest mentioned in paragraph 672AD(1)(a) or (d) or (5)(a) ; and

(ii) for which there is one or more documents that set out the terms of the agreement, are in writing and are readily available to the discloser;

a copy of each document to which subparagraph (ii) of this paragraph applies, endorsed in accordance with subsection (2) ; and

(b) for each contract, scheme or arrangement (if any):

(i) that contributed to the circumstances giving rise to a relevant interest or deemed economic interest mentioned in paragraph 672AD(1)(a) or (d) or (5)(a) ; and

(ii) is not both in writing and readily available to the discloser; and

(iii) is not an agreement to which paragraph (a) of this subsection applies;

a statement by the discloser giving full details of the contract, scheme or arrangement.

672AF(2)
For the purposes of paragraph (1)(a) of this section, each copy must be endorsed with a statement that the copy is a true copy.

Exceptions

672AF(3)
Subsections (1) and (2) do not apply to the extent (if any) specified in the direction.

672AF(4)
Subjection (5) applies in relation to a contract, scheme or arrangement that:

(a) contributed to the circumstances giving rise to:

(i) a deemed economic interest mentioned in paragraph 672AD(1)(d) ; or

(ii) a relevant interest mentioned in paragraph 672AD(5)(a) ; and

(b) did not contribute to circumstances giving rise to a relevant interest or deemed economic interest mentioned in paragraph 672AD(1)(a) .

672AF(5)
Details of the contract, scheme or arrangement need only be included in a statement under paragraph (1)(b) of this section to the extent to which:

(a) if subparagraph (4)(a)(ii) applies - the details are known to the discloser; or

(b) otherwise - the details are known to the discloser on the basis of information that is not publicly available (whether or not they are also knowable on the basis of information that is publicly available).]

[ CCH Note 2: Div 2 heading will be inserted by No 72 of 2025, s 3, Sch 1[33] (effective 4 December 2026). Div 2 heading will read:

Division 2 - Directions by key persons or at request of members

Subdivision A - Disclosure notices]