Treasury Laws Amendment (Strengthening Financial Systems and Other Measures) Act 2025 (72 of 2025)
Schedule 1 Disclosure of information about ownership of listed entities
Part 2 Substantial holding information and tracing beneficial ownership (including deemed economic interests)
Division 1 Definitions relating to relevant interests and deemed economic interests
Corporations Act 2001
16 After section 671A
Insert:
Division 2 - Deemed economic interests
Subdivision A - Physically settleable derivatives
671AA Basic rule
Scope of this section
(1) This section applies if, at a particular time, all of the following conditions are satisfied:
(a) a person (the first person ):
(i) has entered or enters into an agreement with another person; or
(ii) has given or gives another person an enforceable right, or has been or is given an enforceable right by another person, (whether the right is enforceable presently or in the future and whether or not on the fulfilment of a condition); or
(iii) has granted or grants an option to, or has been or is granted an option by, another person;
(b) the agreement is a derivative, the enforceable right is given by a derivative or the option is a derivative;
(c) under the derivative the first person must, or may be required to, provide at some future time consideration of a particular kind or kinds to someone that, if provided, would result in the other person having a relevant interest in a number of securities of a particular class in a Chapter 6C body.
Note: In this Chapter, agreement means a relevant agreement: see section 9.
(2) For the purposes of paragraph (1)(c), do not include in the number of securities:
(a) securities in which the other person has a relevant interest; or
(b) securities that would be issued as, or as part of, the consideration.
Other person has deemed economic interest
(3) Subject to Subdivision C, the other person has a deemed economic interest in the number, mentioned in paragraph (1)(c), of issued securities of that class in the Chapter 6C body.
671AB Extension to controlling disposal of derivatives
Scope of this section
(1) This section applies if:
(a) a person (the first person ) has a deemed economic interest in a number of issued securities of a particular class in a Chapter 6C body under this Subdivision because of a derivative; and
(b) another person has power:
(i) to dispose of; or
(ii) to control the exercise of a power to dispose of;
the derivative.
If 2 or more persons can jointly exercise one of the powers mentioned in paragraph (b), each of them is taken to have that power.
Other person has deemed economic interest
(2) Subject to Subdivision C, the other person has a deemed economic interest in the number, mentioned in paragraph (1)(a), of issued securities of that class in the Chapter 6C body.
Power or control
(3) In this section, power or control includes:
(a) power or control that is indirect; and
(b) power or control that is, or can be, exercised as a result of, by means of or by the revocation or breach of:
(i) a trust; or
(ii) an agreement; or
(iii) a practice; or
(iv) any combination of them;
whether or not they are enforceable; and
(c) power or control that is, or can be made, subject to restraint or restriction.
It does not matter whether the power or control is express or implied, formal or informal or exercisable alone or jointly with someone else. It does not matter that the power or control cannot be related to a particular derivative.
671AC Extension to deemed economic interests held through bodies corporate
Scope of this section
(1) This section applies if:
(a) a body corporate or managed investment scheme (the first person ) has a deemed economic interest in a number of issued securities of a particular class in a Chapter 6C body under this Subdivision; and
(b) either or both of the following subparagraphs apply:
(i) another person's voting power in the first person is above 20%;
(ii) another person controls the first person.
(2) Subparagraph (1)(b)(i) does not apply if the deemed economic interest mentioned in paragraph (1)(a) is a deemed economic interest that the first person itself has merely because of the operation of this section (disregarding subparagraph (1)(b)(ii)) in relation to another body corporate or managed investment scheme.
Other person has deemed economic interest
(3) Subject to Subdivision C, the other person has the deemed economic interest mentioned in paragraph (1)(a).
Control
(4) For the purposes of subparagraph (1)(b)(ii), a person controls a body corporate if the person has the capacity to determine the outcome of decisions about the body corporate's financial and operating policies.
(5) In determining whether a person has this capacity:
(a) the practical influence the person can exert (rather than the rights the person can enforce) is the issue to be addressed; and
(b) any practice or pattern of behaviour affecting the body corporate's financial or operating policies is to be taken into account (even if it involves a breach of an agreement or a breach of trust).
(6) A person does not control the body corporate merely because the person and an entity that is not an associate jointly have the capacity to determine the outcome of decisions about the body corporate's financial and operating policies.
(7) A person is not taken to control a body corporate merely because of a capacity the person has if the person is under a legal obligation to exercise that capacity for the benefit of:
(a) if the person is an individual - someone else; or
(b) if the person is a body corporate - someone other than its members.
671AD Extension to control in anticipation of performance of agreements etc.
Scope of this section
(1) This section applies if, at a particular time, all of the following conditions are satisfied:
(a) a person (the first person ) has a deemed economic interest in a number of issued securities of a particular class in a Chapter 6C body because of a derivative;
(b) the first person (whether before or after acquiring the deemed economic interest):
(i) has entered or enters into an agreement with another person with respect to the derivative; or
(ii) has given or gives another person an enforceable right, or has been or is given an enforceable right by another person, in relation to the derivative (whether the right is enforceable presently or in the future and whether or not on the fulfilment of a condition); or
(iii) has granted or grants an option to, or has been or is granted an option by, another person with respect to the derivative;
(c) the other person would have a deemed economic interest in a number of issued securities of that class in the Chapter 6C body under this Subdivision if the agreement were performed, the right enforced or the option exercised.
Other person has deemed economic interest
(2) Subject to Subdivision C, the other person is taken to already have a deemed economic interest in the number, mentioned in paragraph (1)(c), of securities of that class in the Chapter 6C body.
671AE Extensions - no double-counting
(1) This section applies for the purposes of section 671AB, 671AC or 671AD (the extension provision ).
(2) In applying paragraph 671AA(1)(c) for the purposes of the extension provision, do not include in the number of securities any securities in which the other person mentioned in the extension provision has a relevant interest.
Subdivision B - Non-physically settleable derivatives
671AF Basic rule
Scope of this section
(1) This section applies if, at a particular time, all of the following conditions are satisfied:
(a) a person (the first person ) has entered or enters into an arrangement with another person;
(b) the arrangement is a derivative;
(c) the consideration that the first person must, or may be required to, provide at some future time under the derivative to someone, or the value of the derivative:
(i) is ultimately determined by; or
(ii) is ultimately derived from; or
(iii) varies by reference to;
the value of issued securities of a particular class in a Chapter 6C body (wholly or in part);
(d) either or both of the following subparagraphs apply:
(i) the derivative gives the other person, in economic substance, the financial benefits of holding issued securities in the class for a period determined under the derivative;
(ii) under the derivative, the other person might benefit if the value of issued securities in the class increases (rather than decreases).
(2) For the purposes of subparagraph (1)(d)(i), the derivative is taken not to give the other person the financial benefits of holding:
(a) securities in which the other person has a relevant interest; or
(b) a number of securities in which the other person has a deemed economic interest under Subdivision A (or would have apart from paragraph 671AA(2)(b)).
(3) For the purposes of subparagraph (1)(d)(ii), disregard a benefit:
(a) to the extent that it relates to securities in which the other person has a relevant interest; or
(b) if the other person has a deemed economic interest in securities of the class in the Chapter 6C body under section 671AA because of the derivative (or would have apart from paragraph 671AA(2)(b)) - to the extent that the benefit would result from the requirement described in paragraph 671AA(1)(c).
(4) For the purposes of subparagraph (1)(d)(ii), disregard any benefit to the other person that might occur under the derivative if the value of issued securities in the class decreases (rather than increases) (including a benefit that offsets, in whole or in part, any detriment to the other person that occurs under the derivative because of the decrease).
Other person has deemed economic interest
(5) Subject to Subdivision C, the other person has a deemed economic interest in the number of issued securities of that class in the Chapter 6C body determined under section 671AK.
Determinations
(6) Subsections (2) to (4) of this section do not limit section 671AK.
671AG Extension to controlling disposal of derivatives
Scope of this section
(1) This section applies if:
(a) a person (the first person ) has a deemed economic interest in a number of issued securities of a particular class in a Chapter 6C body under this Subdivision because of a derivative; and
(b) another person has the power:
(i) to dispose of; or
(ii) to control the exercise of a power to dispose of;
the derivative.
If 2 or more persons can jointly exercise one of the powers mentioned in paragraph (b), each of them is taken to have that power.
Other person has deemed economic interest
(2) Subject to Subdivision C, the other person has a deemed economic interest in the following number of issued securities of that class in the Chapter 6C body:
(a) the number determined under section 671AK;
(b) if no number is determined - the number mentioned in paragraph (1)(a) of this section.
Power or control
(3) In this section, power or control includes:
(a) power or control that is indirect; and
(b) power or control that is, or can be, exercised as a result of, by means of or by the revocation or breach of:
(i) a trust; or
(ii) an agreement; or
(iii) a practice; or
(iv) any combination of them;
whether or not they are enforceable; and
(c) power or control that is, or can be made, subject to restraint or restriction.
It does not matter whether the power or control is express or implied, formal or informal or exercisable alone or jointly with someone else. It does not matter that the power or control cannot be related to a particular derivative.
671AH Extension to deemed economic interests held through bodies corporate
Scope of this section
(1) This section applies if:
(a) a body corporate or managed investment scheme (the first person ) has a deemed economic interest in a number of issued securities of a particular class in a Chapter 6C body under this Subdivision; and
(b) either or both of the following subparagraphs apply:
(i) another person's voting power in the first person is above 20%;
(ii) another person controls the first person.
(2) Subparagraph (1)(b)(i) does not apply if the deemed economic interest mentioned in paragraph (1)(a) is a deemed economic interest that the first person itself has merely because of the operation of this section (disregarding subparagraph (1)(b)(ii)) in relation to another body corporate or managed investment scheme.
Other person has deemed economic interest
(3) Subject to Subdivision C, the other person has a deemed economic interest in the following number of issued securities of that class in the Chapter 6C body:
(a) the number determined under section 671AK;
(b) if no number is determined - the number mentioned in paragraph (1)(a) of this section.
Control
(4) For the purposes of subparagraph (1)(b)(ii) of this section, a person controls a body corporate if the person has the capacity to determine the outcome of decisions about the body corporate's financial and operating policies.
(5) In determining whether a person has this capacity:
(a) the practical influence the person can exert (rather than the rights the person can enforce) is the issue to be addressed; and
(b) any practice or pattern of behaviour affecting the body corporate's financial or operating policies is to be taken into account (even if it involves a breach of an agreement or a breach of trust).
(6) A person does not control the body corporate merely because the person and an entity that is not an associate jointly have the capacity to determine the outcome of decisions about the body corporate's financial and operating policies.
(7) A person is not taken to control a body corporate merely because of a capacity the person has if the person is under a legal obligation to exercise that capacity for the benefit of:
(a) if the person is an individual - someone else; or
(b) if the person is a body corporate - someone other than its members.
671AI Extension to control in anticipation of performance of agreements etc.
Scope of this section
(1) This section applies if, at a particular time, all of the following conditions are satisfied:
(a) a person (the first person ) has a deemed economic interest in a number of issued securities of a particular class in a Chapter 6C body because of a derivative;
(b) the first person (whether before or after acquiring the deemed economic interest):
(i) has entered or enters into an agreement with another person with respect to the derivative; or
(ii) has given or gives another person an enforceable right, or has been or is given an enforceable right by another person, in relation to the derivative (whether the right is enforceable presently or in the future and whether or not on the fulfilment of a condition); or
(iii) has granted or grants an option to, or has been or is granted an option by, another person with respect to the derivative;
(c) the other person would have a deemed economic interest in a number of issued securities of that class in the Chapter 6C body under this Subdivision if the agreement were performed, the right enforced or the option exercised.
Other person has deemed economic interest
(2) Subject to Subdivision C, the other person is taken to already have a deemed economic interest in the following number of securities of that class in the Chapter 6C body:
(a) the number determined under section 671AK;
(b) if no number is determined - the number mentioned in paragraph (1)(c) of this section.
671AJ Extensions - no double-counting
(1) This section applies for the purposes of section 671AG, 671AH or 671AI (the extension provision ).
(2) In applying subparagraph 671AF(1)(d)(i) for the purposes of the extension provision, a derivative is taken not to give the other person mentioned in that subparagraph the financial benefits of holding:
(a) securities in which the other person mentioned in the extension provision has a relevant interest; or
(b) a number of securities in which the other person mentioned in the extension provision has a deemed economic interest under Subdivision A (or would have apart from paragraph 671AA(2)(b)).
(3) In applying subparagraph 671AF(1)(d)(ii) for the purposes of the extension provision, disregard a benefit:
(a) to the extent that it relates to securities in which the other person mentioned in the extension provision has a relevant interest; or
(b) if the other person mentioned in the extension provision has a deemed economic interest in securities of the class in the Chapter 6C body under section 671AA because of the derivative (or would have apart from paragraph 671AA(2)(b)) - to the extent that the benefit would occur because of the requirement described in paragraph 671AA(1)(c).
671AK Determinations
(1) For the purposes of subsection 671AF(5) or paragraph 671AG(2)(a), 671AH(3)(a) or 671AI(2)(a), ASIC may, by legislative instrument, determine the number, or a method of working out the number, of issued securities in which a person has a deemed economic interest.
Note: The number may be zero.
(2) Without limiting subsection (1) of this section, a method determined under that subsection may:
(a) provide for the person to choose between different specified methods, or between methods that meet specified requirements; or
(b) require the number of issued securities to be recalculated:
(i) in specified circumstances; or
(ii) at a specified time.
Subdivision C - Situations not giving rise to deemed economic interests
671AL Money lending and financial accommodation
(1) A person does not have a deemed economic interest in a number of securities merely because of a security interest taken or acquired by the person, if:
(a) the security interest is taken or acquired:
(i) in the ordinary course of the person's business of the provision of financial accommodation by any means and on ordinary commercial terms; or
(ii) for the benefit of one or more other persons in relation to financial accommodation provided by the other persons in the ordinary course of their business of the provision of financial accommodation by any means and on ordinary commercial terms; and
(b) the person whose property is subject to the security interest is not an associate of any other person mentioned in this subsection.
(2) In this section, a reference to a security interest includes a reference to a negative pledge.
671AM Nominees and other trustees
A person who would otherwise have a deemed economic interest in a number of securities as a bare trustee does not have a deemed economic interest in the number of securities if a beneficiary under the trust has a deemed economic interest in the number of securities because of a presently enforceable and unconditional right of the kind referred to in section 671AD or 671AI.
Note: This section will often apply to a person who holds derivatives as a nominee.
671AN Directors of bodies corporate
A person does not have a deemed economic interest in a number of securities merely because:
(a) the person is a director of a body corporate; and
(b) the body corporate has a deemed economic interest in a number of those securities.
671AO Client services and market making
(1) A person does not have a deemed economic interest in a number of securities in a Chapter 6C body in the circumstances determined under subsection (2).
(2) Subject to subsections (3) and (4), ASIC may, by legislative instrument, determine circumstances for the purposes of subsection (1) in relation to securities in a Chapter 6C body.
(3) The circumstances must relate to a transaction entered into:
(a) in the ordinary course of a business carried on by:
(i) an Australian ADI; or
(ii) a financial services licensee; or
(iii) a CS facility licensee; or
(iv) an equivalent, under a foreign law, of an Australian ADI, financial services licensee or CS facility licensee; and
(b) for the purposes of:
(i) facilitating the obtaining by a client, at the client's request, of economic exposure to changes in the value of securities; or
(ii) making a market in securities or derivatives; or
(iii) hedging a position, or otherwise managing a risk, created by another transaction to which this subsection applies.
(4) ASIC may determine circumstances under subsection (2) if ASIC believes that doing so would be appropriate, having regard to the following matters:
(a) the nature of the information that, apart from the determination, would be required to be given under this Act because a person has a deemed economic interest in the securities in those circumstances, including:
(i) the frequency with which the information would be required to be given; and
(ii) the extent to which giving the information would benefit investors and market participants; and
(iii) whether giving the information would reduce the usefulness of other information given under this Act;
(b) the likelihood that, and extent to which, in those circumstances:
(i) the entity mentioned in paragraph (3)(a); or
(ii) an associate of the entity mentioned in paragraph (3)(a);
would exercise a capacity to determine, would influence, or would attempt to influence, the outcome of decisions about the Chapter 6C body's financial and operating policies;
(c) the nature and size of the economic exposure of the entity mentioned in paragraph (3)(a) to changes in the value of the securities in those circumstances;
(d) whether the entity mentioned in paragraph (3)(a) has adequate systems to distinguish between transactions to which subsection (3) applies and other transactions;
(e) any other matter ASIC considers relevant.
Requirement to give information
(5) The determination may require a person who would have a deemed economic interest apart from the determination to give specified information or documents to a specified person.
(6) A person must comply with a requirement included in the determination under subsection (5).
Note: Failure to comply with this subsection is an offence: see subsection 1311(1).
671AP Arrangements between related bodies corporate
Section 671AA, 671AB, 671AC, 671AD, 671AF, 671AG, 671AH or 671AI does not apply in relation to a derivative if:
(a) the first person mentioned in that section; and
(b) the other person mentioned in that section; and
(c) all other persons (if any) who would, apart from this section, have deemed economic interests because of the derivative;
are bodies corporate that are related to each other.
671AQ Prescribed exclusions
A person does not have a deemed economic interest in a number of securities in the circumstances specified in the regulations for the purposes of this section.
Subdivision D - Other provisions
671AR Chapter 6C body may have deemed economic interest in its own securities
This Division may result in a Chapter 6C body having a deemed economic interest in its own securities.
Division 3 - Offsetting short positions
Subdivision A - Offsetting short positions
671AS Basic rule
Scope of this section
(1) This section applies if, at a particular time, all of the following conditions are satisfied:
(a) a person has entered or enters into an arrangement with another person;
(b) the arrangement is a derivative;
(c) the consideration that the person must, or may be required to, provide at some future time under the derivative to someone, or the value of the derivative:
(i) is ultimately determined by; or
(ii) is ultimately derived from; or
(iii) varies by reference to;
the value of issued securities of a particular class in a Chapter 6C body (wholly or in part);
(d) under the derivative, the other person might benefit if the value of issued securities in the class decreases (rather than increases).
(2) For the purposes of paragraph (1)(d), disregard any benefit to the person that might occur under the derivative if the value of issued securities in the class increases (rather than decreases) (including a benefit that offsets, in whole or in part, any detriment to the person that occurs under the derivative because of the increase).
Other person has offsetting short position
(3) Subject to Subdivision B, the other person has an offsetting short position in the number of issued securities of that class in the Chapter 6C body determined under section 671AW.
Determinations
(4) Subsection (2) does not limit section 671AW.
671AT Extension to controlling disposal of derivatives
Scope of this section
(1) This section applies if:
(a) a person (the first person ) has an offsetting short position in a number of issued securities of a particular class in a Chapter 6C body because of a derivative; and
(b) another person has power:
(i) to dispose of; or
(ii) to control the exercise of a power to dispose of;
the derivative.
If 2 or more persons can jointly exercise one of the powers mentioned in paragraph (b), each of them is taken to have that power.
Other person has offsetting short position
(2) Subject to Subdivision B, the other person has an offsetting short position in the number of issued securities of that class in the Chapter 6C body determined under section 671AW.
Power or control
(3) In this section, power or control includes:
(a) power or control that is indirect; and
(b) power or control that is, or can be, exercised as a result of, by means of or by the revocation or breach of:
(i) a trust; or
(ii) an agreement; or
(iii) a practice; or
(iv) any combination of them;
whether or not they are enforceable; and
(c) power or control that is, or can be made, subject to restraint or restriction.
It does not matter whether the power or control is express or implied, formal or informal or exercisable alone or jointly with someone else. It does not matter that the power or control cannot be related to a particular derivative.
671AU Extension to offsetting short positions held through bodies corporate
Scope of this section
(1) This section applies if:
(a) a body corporate or managed investment scheme (the first person ) has an offsetting short position in a number of issued securities of a particular class in a Chapter 6C body; and
(b) either or both of the following subparagraphs apply:
(i) another person's voting power in the first person is above 20%;
(ii) another person controls the first person.
(2) Subparagraph (1)(b)(i) does not apply if the offsetting short position mentioned in paragraph (1)(a) is an offsetting short position that the first person itself has merely because of the operation of this section (disregarding subparagraph (1)(b)(ii)) in relation to another body corporate or managed investment scheme.
Other person has offsetting short position
(3) Subject to Subdivision B, the other person has an offsetting short position in the number of issued securities of the class in the Chapter 6C body determined under section 671AW.
Control
(4) For the purposes of subparagraph (1)(b)(ii) of this section, a person controls a body corporate if the person has the capacity to determine the outcome of decisions about the body corporate's financial and operating policies.
(5) In determining whether a person has this capacity:
(a) the practical influence the person can exert (rather than the rights the person can enforce) is the issue to be addressed; and
(b) any practice or pattern of behaviour affecting the body corporate's financial or operating policies is to be taken into account (even if it involves a breach of an agreement or a breach of trust).
(6) A person does not control the body corporate merely because the person and an entity that is not an associate jointly have the capacity to determine the outcome of decisions about the body corporate's financial and operating policies.
(7) A person is not taken to control a body corporate merely because of a capacity the person has if the person is under a legal obligation to exercise that capacity for the benefit of:
(a) if the person is an individual - someone else; or
(b) if the person is a body corporate - someone other than its members.
671AV Extension to control in anticipation of performance of agreements etc.
Scope of this section
(1) This section applies if, at a particular time, all of the following conditions are satisfied:
(a) a person (the first person ) has an offsetting short position in a number of issued securities of a particular class in a Chapter 6C body because of a derivative;
(b) the first person (whether before or after acquiring the deemed economic interest):
(i) has entered or enters into an agreement with another person with respect to the derivative; or
(ii) has given or gives another person an enforceable right, or has been or is given an enforceable right by another person, in relation to the derivative (whether the right is enforceable presently or in the future and whether or not on the fulfilment of a condition); or
(iii) has granted or grants an option to, or has been or is granted an option by, another person with respect to the derivative;
(c) the other person would have an offsetting short position in a number of issued securities of that class in the Chapter 6C body if the agreement were performed, the right enforced or the option exercised.
Other person has offsetting short position
(2) Subject to Subdivision B, the other person is taken to already have an offsetting short position in a number of securities of that class in the Chapter 6C body determined under section 671AW.
671AW Determinations
(1) For the purposes of subsection 671AS(3), 671AT(2), 671AU(3) or 671AV(2), ASIC may, by legislative instrument, determine the number, or a method of working out the number, of issued securities in which a person has an offsetting short position.
Note: The number may be zero.
(2) Without limiting subsection (1) of this section, a method determined under that subsection may:
(a) provide for the person to choose between different specified methods, or between methods that meet specified requirements; or
(b) require the number of issued securities to be recalculated:
(i) in specified circumstances; or
(ii) at a specified time.
Subdivision B - Situations not giving rise to offsetting short positions
671AX Prescribed exclusions
A person does not have an offsetting short position in a number of securities in the circumstances specified in the regulations for the purposes of this section.