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 2023/687; 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: S 671A will be substituted by No 72 of 2025, s 3, Sch 1[3] (effective 4 December 2026). S 671A will read:

SECTION 671A CHAPTER 6C BODIES  
671A
If column 1 of an item of the following table applies to an entity:

(a) the entity is a Chapter 6C body ; and

(b) the person mentioned in column 2 of the item is the key person for the Chapter 6C body; and

(c) a security mentioned in column 3 of the item is a voting security in the Chapter 6C body; and

(d) a security mentioned in column 4 of the item is a disclosable security in the Chapter 6C body.

Chapter 6C bodies
Item	Column 1 Chapter 6C body	Column 2 Key person	Column 3 Voting security	Column 4 Disclosable security
1	a listed company	the company	a voting share in the company	a share in the company
2	a listed registered scheme	the responsible entity of the scheme	a voting interest in the scheme	an interest in the scheme
3	a listed notified foreign passport fund	the operator of the fund	a voting interest in the fund	an interest in the fund
4	a listed body (other than a company, registered scheme or notified foreign passport fund) incorporated or formed in Australia	the body	a voting share in the body	a share in the body
5	a listed body (other than a company, registered scheme or notified foreign passport fund) that is not incorporated or formed in Australia	the body	a voting share in the body	a share in the body]

[ CCH Note: Div 2 will be inserted by No 72 of 2025, s 3, Sch 1[16] (effective 4 December 2026). Div 2 will read:

Division 2 - Deemed economic interests

Subdivision A - Physically settleable derivatives

SECTION 671AA BASIC RULE  
Scope of this section

671AA(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 .

671AA(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

671AA(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.

SECTION 671AB EXTENSION TO CONTROLLING DISPOSAL OF DERIVATIVES  
Scope of this section

671AB(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

671AB(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

671AB(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.

SECTION 671AC EXTENSION TO DEEMED ECONOMIC INTERESTS HELD THROUGH BODIES CORPORATE  
Scope of this section

671AC(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.

671AC(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

671AC(3)
Subject to Subdivision C , the other person has the deemed economic interest mentioned in paragraph (1)(a) .

Control

671AC(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.

671AC(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).

671AC(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.

671AC(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.

SECTION 671AD EXTENSION TO CONTROL IN ANTICIPATION OF PERFORMANCE OF AGREEMENTS ETC.  
Scope of this section

671AD(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

671AD(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.

SECTION 671AE EXTENSIONS - NO DOUBLE-COUNTING  

671AE(1)
This section applies for the purposes of section 671AB , 671AC or 671AD (the extension provision ).

671AE(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

SECTION 671AF BASIC RULE  
Scope of this section

671AF(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).

671AF(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) ).

671AF(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) .

671AF(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

671AF(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

671AF(6)
Subsections (2) to (4) of this section do not limit section 671AK .

SECTION 671AG EXTENSION TO CONTROLLING DISPOSAL OF DERIVATIVES  
Scope of this section

671AG(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

671AG(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

671AG(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.

SECTION 671AH EXTENSION TO DEEMED ECONOMIC INTERESTS HELD THROUGH BODIES CORPORATE  
Scope of this section

671AH(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.

671AH(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

671AH(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

671AH(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.

671AH(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).

671AH(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.

671AH(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.

SECTION 671AI EXTENSION TO CONTROL IN ANTICIPATION OF PERFORMANCE OF AGREEMENTS ETC.  
Scope of this section

671AI(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

671AI(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.

SECTION 671AJ EXTENSIONS - NO DOUBLE-COUNTING  

671AJ(1)
This section applies for the purposes of section 671AG , 671AH or 671AI (the extension provision ).

671AJ(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) ).

671AJ(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) .

SECTION 671AK DETERMINATIONS  

671AK(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.

671AK(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

SECTION 671AL MONEY LENDING AND FINANCIAL ACCOMMODATION  

671AL(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.

671AL(2)
In this section, a reference to a security interest includes a reference to a negative pledge.

SECTION 671AM NOMINEES AND OTHER TRUSTEES  
671AM
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.

SECTION 671AN DIRECTORS OF BODIES CORPORATE  
671AN
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.

SECTION 671AO CLIENT SERVICES AND MARKET MAKING  

671AO(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) .

671AO(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.

671AO(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.

671AO(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

671AO(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.

671AO(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) .

SECTION 671AP ARRANGEMENTS BETWEEN RELATED BODIES CORPORATE  
671AP
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.

SECTION 671AQ PRESCRIBED EXCLUSIONS  
671AQ
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

SECTION 671AR CHAPTER 6C BODY MAY HAVE DEEMED ECONOMIC INTEREST IN ITS OWN SECURITIES  
671AR
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

SECTION 671AS BASIC RULE  
Scope of this section

671AS(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).

671AS(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

671AS(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

671AS(4)
Subsection (2) does not limit section 671AW .

SECTION 671AT EXTENSION TO CONTROLLING DISPOSAL OF DERIVATIVES  
Scope of this section

671AT(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

671AT(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

671AT(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.

SECTION 671AU EXTENSION TO OFFSETTING SHORT POSITIONS HELD THROUGH BODIES CORPORATE  
Scope of this section

671AU(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.

671AU(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

671AU(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

671AU(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.

671AU(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).

671AU(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.

671AU(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.

SECTION 671AV EXTENSION TO CONTROL IN ANTICIPATION OF PERFORMANCE OF AGREEMENTS ETC.  
Scope of this section

671AV(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

671AV(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 .

SECTION 671AW DETERMINATIONS  

671AW(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.

671AW(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

SECTION 671AX PRESCRIBED EXCLUSIONS  
671AX
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.]

[ CCH Note: Pt 6C.1 will be substituted by No 72 of 2025, s 3, Sch 1[21] (effective 4 December 2026). Pt 6C.1 will read:

PART 6C.1 - SUBSTANTIAL HOLDING INFORMATION

Division 1 - Requirement to give substantial holding information

SECTION 671B INFORMATION ABOUT SUBSTANTIAL HOLDINGS IN CHAPTER 6C BODIES MUST BE GIVEN TO KEY PERSONS AND MARKET OPERATORS  
Situations that trigger requirement to give information

671B(1)
This section applies if any of the following situations arise:

(a) a person begins to have, or ceases to have, a substantial holding in a Chapter 6C body;

(b) a person has a substantial holding in a Chapter 6C body when the Chapter 6C body begins to be a Chapter 6C body;

(c) a person has a substantial holding in a Chapter 6C body and there is a disclosable movement in the person ' s holding;

(d) a person is the bidder for a takeover bid for securities in a Chapter 6C body and the bid period for the bid starts.

Note: Section 9 defines substantial holding . See also section 671D .

671B(2)
Paragraph (1)(d) does not apply if the Chapter 6C body is a listed notified foreign passport fund.

Requirement to give information

671B(3)
The person must, in accordance with this section and sections 671BA , 671BE and 671BF , give the information referred to in section 671BB to:

(a) the key person for the Chapter 6C body; and

(b) each relevant market operator.

Note: The information must be given even if the situation changes by the time the information is to be given.

Fault-based offence

671B(4)
A person commits an offence if the person contravenes subsection (3) of this section.

Strict liability offence

671B(5)
A person commits an offence of strict liability if the person contravenes subsection (3) of this section.

SECTION 671BA DEADLINE FOR GIVING INFORMATION  

671BA(1)
A person who must give information under subsection 671B(3) because of a situation that arises in relation to a Chapter 6C body must give the information:

(a) if paragraph (b) of this subsection does not apply - within 2 business days after the person becomes aware of the situation; or

(b) by 9.30 am on the next trading day of the relevant financial market after the person becomes aware of the situation, if:

(i) the bid period for a takeover bid for voting securities in the Chapter 6C body starts; and

(ii) the person becomes aware of the situation during the bid period.

671BA(2)
For the purposes of subsection (1) , a person who ought reasonably to be aware of a situation is taken to be aware of the situation.

671BA(3)
Paragraph (1)(b) does not apply if the Chapter 6C body is a listed notified foreign passport fund.

Division 2 - Information that must be given etc.

Subdivision A - Information that must be given

SECTION 671BB INFORMATION THAT MUST BE GIVEN  

671BB(1)
Subject to sections 671BC and 671BD , for the purposes of subsection 671B(3) , the information that a person must give because of a situation that arises in relation to a Chapter 6C body is:

(a) the person ' s name and address; and

(b) details of the person ' s relevant interests and deemed economic interests in voting securities in the Chapter 6C body, including:

(i) the person ' s holding percentage in the Chapter 6C body; and

(ii) the person ' s derivative-based holding percentage in the Chapter 6C body; and

(iii) if the person ' s derivative-based holding percentage is greater than nil - the person ' s relatable derivative-based holding percentage, deemed physically settleable derivative-based holding percentage and deemed non-physically settleable derivative-based holding percentage in the Chapter 6C body; and

(iv) if the person ' s derivative-based holding percentage is greater than nil - details of any offsetting short positions of the person in voting securities in the Chapter 6C body, including the person ' s offsetting short position percentage in the Chapter 6C body; and

(c) details of any agreement through which the person would have a relevant interest or deemed economic interest in voting securities in the Chapter 6C body; and

(d) the name of each associate of the person who has a relevant interest or deemed economic interest in voting securities in the Chapter 6C body, together with details of:

(i) the nature of the person ' s association with the associate; and

(ii) the relevant interest or deemed economic interest of the associate; and

(iii) any agreement through which the associate has the relevant interest or deemed economic interest; and

(e) if the situation is a disclosable movement:

(i) the size and date of the disclosable movement; and

(ii) details of each transaction that resulted in the disclosable movement; and

(f) if the information is being given because a person has ceased to be an associate of the person - the name of the person who ceased to be an associate; and

(g) any other particulars determined under subsection (3) of this section for the purposes of this paragraph in relation to the Chapter 6C body.

Note: Section 671E expands the normal concept of relevant interest to take account of conditional agreements and escrow.

671BB(2)
For the purposes of subparagraph (1)(e)(ii) , the person may give the details of 2 or more on-market transactions on an aggregate basis if the transactions:

(a) occurred:

(i) on the same day; and

(ii) on the same declared financial market; and

(b) are either:

(i) all acquisitions; or

(ii) all disposals;

of quoted securities or other financial products of the same class.

If the person does so, the details must include:

(c) the highest and lowest value (on a per-security or per-financial product basis) of the consideration under those transactions; and

(d) the total value of the consideration under those transactions.

671BB(3)
For the purposes of paragraph (1)(g) , ASIC may, by legislative instrument, determine particulars in relation to the Chapter 6C body.

SECTION 671BC EXCEPTION - PERSONS WHO TAKE REASONABLE STEPS TO KNOW INFORMATION  

671BC(1)
This section applies if:

(a) a person takes all reasonable steps to ensure that, were:

(i) a situation referred to in subsection 671B(1) to arise at a future time; and

(ii) the person to be required to give information under subsection 671B(3) because of that situation;

the person would know or be reasonably able to know, by the time required by section 671BA , the information the person would (disregarding this section) be required to give; and

(b) a situation referred to in subsection 671B(1) arises at that time and the person is required to give information under subsection 671B(3) because of that situation.

671BC(2)
Despite section 671BB , information referred to in that section does not need to be given to the extent to which the person does not know, and is not reasonably able to know, the information.

671BC(3)
A person who wishes to rely on subsection (2) of this section in a proceeding for, or relating to, a contravention of subsection 671B(3) bears an evidential burden in relation to the matters in subsections (1) and (2) of this section.

SECTION 671BD EXCEPTION - INFORMATION RELATING TO TAKEOVER BIDS  

671BD(1)
This section applies in relation to a person (the discloser ) who is required to give information under subsection 671B(3) .

671BD(2)
Despite section 671BB , the discloser is not required to give the name or address of a person (other than the discloser), if:

(a) the only reason the discloser would, apart from this section, be required to give the name and address is that the person has accepted an offer made under a takeover bid; and

(b) at the time the discloser gives the information, the person is shown, in the Chapter 6C body ' s register of members, as holding the securities to which the acceptance of the offer relates.

SECTION 671BE INFORMATION MUST BE GIVEN IN APPROVED MANNER AND FORM  

671BE(1)
A person who must give information under subsection 671B(3) must give the information in the manner (if any) and form (if any) approved under subsection (2) of this section.

671BE(2)
For the purposes of subsection (1) , ASIC may, in writing, approve a manner or form (including a machine-readable form) for giving the information.

Subdivision B - Accompanying documents and statements

SECTION 671BF ACCOMPANYING DOCUMENTS AND STATEMENTS  

671BF(1)
For the purposes of subsection 671B(3) , and subject to section 671BG , the information that a person must give because of a situation that arises in relation to a Chapter 6C body must be accompanied by the following:

(a) for each agreement (if any):

(i) that contributed to the situation; 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 person;

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

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

(i) contributed to the situation; and

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

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

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

671BF(2)
For the purposes of paragraph (1)(a) , each copy must be endorsed with a statement that the copy is a true copy.

SECTION 671BG EXCEPTIONS  

671BG(1)
This section applies if a person is required to give information under subsection 671B(3) .

671BG(2)
The information does not need to be accompanied by the copies or statements referred to in section 671BF if the transaction that gives rise to the person needing to provide the information takes place on a declared financial market.

671BG(3)
If:

(a) the person who must give the information is:

(i) the bidder under a takeover bid; or

(ii) an associate of the bidder under a takeover bid; and

(b) an agreement that contributed to the situation giving rise to the person needing to provide the information includes the acceptance of offers under the bid;
the information is not required to be accompanied by a copy of:

(c) the bidder ' s statement; or

(d) the takeover offer document; or

(e) any acceptance form.

671BG(4)
The information does not need to be accompanied by a copy of a document referred to in paragraph 671BF(1)(a) if:

(a) the document is in a form determined under subsection (5) of this section; and

(b) the information is accompanied by a statement that:

(i) identifies any differences between the document and the form; and

(ii) contains any information included in the document that is provided for, but not set out in, the form (for example, information included in any blank space the form requires to be filled in); and

(iii) states the date the document was executed.

671BG(5)
For the purposes of paragraph (4)(a) , ASIC may, by legislative instrument, determine a form of a document if ASIC considers the form to be a standard form for documents of a particular kind.

671BG(6)
The information does not need to be accompanied by a copy of a document, or a statement, referred to in subsection 671BF(1) if:

(a) a copy of the document, or the statement, accompanied information previously given by the person or another person under subsection 671B(3) ; and

(b) the document (or a copy of the document) or the statement is publicly available; and

(c) the information is accompanied by a statement that identifies:

(i) the document or statement; and

(ii) the information mentioned in paragraph (a) of this subsection.

671BG(7)
If the information is required under paragraph 671BF(1)(a) to be accompanied by a copy of a document, the information may instead be accompanied by a copy of the document that (after the copy is endorsed with a statement that the copy is a true copy) has had removed from it information that it is necessary to remove to prevent the copy from disclosing:

(a) the signature of an individual; or

(b) a phone number; or

(c) an email address; or

(d) a physical address.

671BG(8)
Subsection (9) applies if, before the time the person is required to give the information mentioned in subsection (1) , the person took all reasonable steps to ensure that, were:

(a) a situation referred to in subsection 671B(1) to arise at that time; and

(b) the person to be required to give information under subsection 671B(3) because of that situation; and

(c) the information to be required to be accompanied by a statement under paragraph 671BF(1)(b) ;

the person would know or be reasonably able to know, by the time required by section 671BA , the details the person would (disregarding subsection (9) of this section) be required to include in the statement.

671BG(9)
The information does not need to be accompanied by a statement referred to in paragraph 671BF(1)(b) to the extent that the person does not know, and is not reasonably able to know, the details that (apart from this subsection) would be required to be included in the statement.

671BG(10)
A person who wishes to rely on subsection (9) of this section in a proceeding for, or relating to, a contravention of subsection 671B(3) bears an evidential burden in relation to the matters in subsections (8) and (9) of this section.

Subdivision C - Additional obligations

SECTION 671BH REQUIREMENT TO GIVE DOCUMENTS ON REQUEST - TAKEOVER BIDS  

671BH(1)
This section applies if:

(a) the bidder under a takeover bid gives information in compliance with subsection 671B(3) ; and

(b) apart from section 671BD , the bidder would contravene subsection 671B(3) because:

(i) subsection 671BB(1) requires the information to include the name and address of a particular person; and

(ii) the information does not include that name and address.

671BH(2)
The target of the takeover bid may request the bidder in writing to give the following information to the target:

(a) the name and address of each person who:

(i) has accepted the offer under the bid; and

(ii) when the bidder gives the information to the target, remains a registered holder of the securities to which the acceptance of the offer relates; and

(b) for each such person - the number of securities held by the person in respect of which the bidder has a relevant interest because of the person ' s acceptance of the offer under the bid.

671BH(3)
The bidder must give the information to the target on or before the first business day after the bidder receives the request.

Note: Section 1325A provides that a Court may make certain orders (including remedial orders) if the bidder contravenes this subsection.

SECTION 671BI REQUIREMENT TO GIVE DOCUMENTS ON REQUEST - PERSON WHO GIVES INFORMATION  

671BI(1)
This section applies in relation to information and a document if:

(a) a person (the discloser ) gives the information in compliance with subsection 671B(3) ; and

(b) apart from subsection 671BG(4) , the discloser would contravene subsection 671B(3) because:

(i) paragraph 671BF(1)(a) requires the information to be accompanied by a copy of the document; and

(ii) the information is not accompanied by a copy of the document.

671BI(2)
A person may request the discloser in writing to give a copy of the document to the person.

671BI(3)
The request must be made within 7 years after the discloser gives the information.

671BI(4)
The discloser must give to the person a copy of the document within 7 days after the discloser receives the request. The copy must be endorsed with a statement that the copy is a true copy.

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

671BI(5)
Subsection 671BG(7) applies in relation to giving a copy under subsection (4) of this section in the same way as subsection 671BG(7) applies in relation to a copy under paragraph 671BF(1)(a) .

671BI(6)
Subsection (4) of this section does not apply if:

(a) the document, or a copy of the document, is readily available to the person who makes the request; or

(b) both:

(i) subsection 671BJ(1) applies in relation to the information and the document; and

(ii) the document is not in the discloser ' s possession.

Note: A defendant bears an evidential burden in relation to the matters in this subsection: see subsection 13.3(3) of the Criminal Code .

SECTION 671BJ REQUIREMENT TO GIVE DOCUMENTS ON REQUEST - NOMINATED PERSON  

671BJ(1)
This section applies in relation to information and a document if:

(a) a person (the discloser ) gives the information in compliance with subsection 671B(3) ; and

(b) apart from subsection 671BG(4) , the discloser would contravene subsection 671B(3) because:

(i) paragraph 671BF(1)(a) requires the information to be accompanied by a copy of the document; and

(ii) the information is not accompanied by a copy of the document; and

(c) the information is accompanied by a statement that complies with subsection (2) of this section in relation to another person (the nominated person ).

671BJ(2)
For the purposes of paragraph (1)(c) , the statement:

(a) must:

(i) state that queries about the information may be made to the nominated person, and not expressly exclude making to the nominated person a request for a copy of the document; or

(ii) state that a copy of the document may be obtained on request from the nominated person; and

(b) must:

(i) be made with the consent of the nominated person; and

(ii) state that it is so made.

671BJ(3)
A person may request the nominated person in writing to give a copy of the document to the person.

671BJ(4)
The request must be made within 7 years after the discloser gives the information.

671BJ(5)
The nominated person must give to the person a copy of the document within 7 days after the nominated person receives the request. The copy must be endorsed with a statement that the copy is a true copy.

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

671BJ(6)
Subsection 671BG(7) applies in relation to giving a copy under subsection (5) of this section in the same way as subsection 671BG(7) applies in relation to a copy under paragraph 671BF(1)(a) .

671BJ(7)
Subsection (5) of this section does not apply if the document, or a copy of the document, is readily available to the person who makes the request.

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

Division 3 - Definitions

SECTION 671BK MEANING OF DISCLOSABLE MOVEMENT IN SUBSTANTIAL HOLDING  

671BK(1)
There is a disclosable movement in a person ' s substantial holding in a Chapter 6C body if:

(a) both:

(i) the person has previously disclosed, or been required to disclose, under this Part the person ' s holding percentage or derivative-based holding percentage in the Chapter 6C body; and

(ii) that percentage increases or decreases by 1 or more percentage points from the percentage the person last disclosed; or

(b) both:

(i) the person has previously disclosed, or been required to disclose, under this Part any 2 or more of the person ' s relatable derivative-based holding percentage, deemed physically settleable derivative-based holding percentage and deemed non-physically settleable derivative-based holding percentage in the Chapter 6C body; and

(ii) any of those percentages increases or decreases by 1 or more percentage points from the percentage the person last disclosed, and there is a corresponding change in the other percentage, or either or both of the other percentages, that the person previously disclosed; or

(c) all of the following subparagraphs apply:

(i) the person has previously disclosed, or been required to disclose, under this Part the person ' s offsetting short position percentage in the Chapter 6C body;

(ii) that percentage increases or decreases by 1 or more percentage points from the percentage the person last disclosed;

(iii) if the percentage increases - immediately after the increase, the person ' s derivative-based holding percentage in the Chapter 6C body is greater than nil.

671BK(2)
For the purposes of subsection (1) :

(a) a person who disclosed under this Part that the person ' s derivative-based holding percentage in a Chapter 6C body was nil is taken to have disclosed that the person ' s:

(i) relatable derivative-based holding percentage; and

(ii) deemed physically settleable derivative-based holding percentage; and

(iii) deemed non-physically settleable derivative-based holding percentage; and

(iv) offsetting short position percentage;

in the Chapter 6C body were also nil; and

(b) a person who:

(i) was required to disclose a percentage under this Part; but

(ii) did not disclose that percentage by the time required;

is taken to have disclosed, in accordance with this Part, the percentage immediately after the situation giving rise to the requirement to disclose that percentage arose.

Pre-commencement disclosures

671BK(3)
For the purposes of subsection (1) , if:

(a) before the commencement of this section, a person disclosed, or was required to disclose, under this Part the person ' s old holding percentage in a Chapter 6C body; and

(b) the person is not, on the commencement of this section, required to disclose under this Part the person ' s derivative-based holding percentage in the Chapter 6C body;

the person is taken to disclose the person ' s derivative-based holding percentage under this Part on that commencement.

671BK(4)
For the purposes of subsection (1) of this section, if:

(a) before the commencement of this section, a person disclosed, or was required to disclose, under this Part the person ' s old holding percentage in a Chapter 6C body; and

(b) the person is not, on the commencement of this section, required to disclose under this Part the person ' s relatable derivative-based holding percentage in the Chapter 6C body;

the person is taken to disclose the person ' s relatable derivative-based holding percentage under this Part on that commencement.

671BK(5)
For the purposes of subsection (1) of this section, if:

(a) before the commencement of this section, a person disclosed, or was required to disclose, under this Part the person ' s old holding percentage in a Chapter 6C body; and

(b) the person is not, on the commencement of this section, required to disclose under this Part the person ' s deemed physically settleable derivative-based holding percentage in the Chapter 6C body;

the person is taken to disclose the person ' s deemed physically settleable derivative-based holding percentage under this Part on that commencement.

671BK(6)
For the purposes of subsection (1) of this section, if:

(a) before the commencement of this section, a person disclosed, or was required to disclose, under this Part the person ' s old holding percentage in a Chapter 6C body; and

(b) the person is not, on the commencement of this section, required to disclose under this Part the person ' s deemed non-physically settleable derivative-based holding percentage in the Chapter 6C body;

the person is taken to disclose the person ' s deemed non-physically settleable derivative-based holding percentage under this Part on that commencement.

671BK(7)
For the purposes of subsection (1) of this section, if:

(a) before the commencement of this section, a person disclosed, or was required to disclose, under this Part the person ' s old holding percentage in a Chapter 6C body; and

(b) the person is not, on the commencement of this section, required to disclose under this Part the person ' s offsetting short position percentage in the Chapter 6C body;

the person is taken to disclose the person ' s offsetting short position percentage under this Part on that commencement.

671BK(8)
In this section:

old holding percentage
means the percentage worked out using the formula in subsection 671B(2) , as in force immediately before the commencement of this section.

SECTION 671BL PERCENTAGES RELATING TO RELEVANT INTERESTS AND DEEMED ECONOMIC INTERESTS  

671BL(1)
A person ' s percentage, in a Chapter 6C body, specified in column 1 of an item of the following table is the percentage worked out using the formula in subsection (2) if:

(a) the person, or an associate of the person, has a relevant interest or deemed economic interest in voting securities in the Chapter 6C body; and

(b) the relevant interest or deemed economic interest is of the kind specified in column 2 of the item.

Otherwise, the percentage is 0%.

Percentages
Item	Column 1 Percentage	Column 2 Relevant interest or deemed economic interest
1	the person ' s holding percentage in the Chapter 6C body	any relevant interest or deemed economic interest
2	the person ' s relatable derivative-based holding percentage in the Chapter 6C body	a relevant interest the person or associate has because of a derivative
3	the person ' s deemed physically settleable derivative-based holding percentage in the Chapter 6C body	a deemed economic interest the person or associate has under Subdivision A of Division 2 of Part 6C.1A
4	the person ' s deemed non-physically settleable derivative-based holding percentage in the Chapter 6C body	a deemed economic interest the person or associate has under Subdivision B of Division 2 of Part 6C.1A

Note: Section 671E expands the normal concept of relevant interest to take account of conditional agreements and escrow.

671BL(2)
For the purposes of subsection (1) , the formula is:

Person ' s and associates ' votes	× 100%
Total votes

where:

person ' s and associates ' votes
means the total number of votes attached to all the voting securities in the Chapter 6C body in which:

(a) the person; or

(b) an associate of the person;

has an interest of the kind specified in column 2 of the item of the table in subsection (1) .

total votes
means the total number of votes attached to all voting securities in the Chapter 6C body.

No double-counting

671BL(3)
Subsection (4) applies in relation to voting securities in the Chapter 6C body if:

(a) the item of the table in subsection (1) is item 3 or 4; and

(b) either:

(i) the person and one or more associates of the person; or

(ii) 2 or more associates of the person;

have an interest, of the kind specified in column 2 of the item, in the voting securities because of the same derivative.

671BL(4)
For the purposes of the definition of person ' s and associates ' votes in subsection (2) , treat the total number of votes attached to all of the voting securities to which this subsection applies as being equal to the total number of votes attached to the largest number of those voting securities in which one of the persons mentioned in subparagraph (3)(b)(i) or (ii) (whichever is applicable) has an interest of that kind because of the derivative.

Meaning of derivative-based holding percentage

671BL(5)
A person ' s derivative-based holding percentage in a Chapter 6C body is the total of:

(a) the person ' s relatable derivative-based holding percentage in the Chapter 6C body; and

(b) the person ' s deemed physically settleable derivative-based holding percentage in the Chapter 6C body; and

(c) the person ' s deemed non-physically settleable derivative-based holding percentage in the Chapter 6C body.

SECTION 671BM MEANING OF OFFSETTING SHORT POSITION PERCENTAGE  

671BM(1)
A person ' s offsetting short position percentage in a Chapter 6C body is the percentage worked out using the formula in subsection (2) if the person has an offsetting short position in voting securities in the Chapter 6C body. Otherwise, the person ' s offsetting short position percentage in the Chapter 6C body is nil.

671BM(2)
For the purposes of subsection (1) , the formula is:

Person ' s and associates ' votes	× 100%
Total votes

where:

person ' s and associates ' votes
means the total number of votes attached to all the voting securities in the Chapter 6C body in which:

(a) the person; or

(b) an associate of the person;

has an offsetting short position.

total votes
means the total number of votes attached to all voting securities in the Chapter 6Cbody.

No double-counting

671BM(3)
Subsection (4) applies in relation to voting securities in the Chapter 6C body if:

(a) the person and one or more associates of the person; or

(b) 2 or more associates of the person;

have an offsetting short position in the voting securities because of the same derivative.

671BM(4)
For the purposes of the definition of person ' s and associates ' votes in subsection (2) , treat the total number of votes attached to all of the voting securities to which this subsection applies as being equal to the total number of votes attached to the largest number of those voting securities in which one of the persons mentioned in paragraph (3)(a) or (b) (whichever is applicable) has an offsetting short position because of the derivative.

Division 4 - Other provisions

SECTION 671C CIVIL LIABILITY  

671C(1)
A person who contravenes section 671B is liable to compensate another person for any loss or damage the other person suffers because of the contravention.

671C(2)
It is a defence in proceedings brought under this section if the person who contravenes section 671B proves:

(a) that:

(i) the person contravened that section because of inadvertence or mistake; and

(ii) the inadvertence or mistake was reasonable in all the circumstances; or

(b) that the person contravened that section because the person was not aware of a relevant fact or occurrence (other than a fact or occurrence of which the person ought reasonably to have been aware).

In determining whether the defence is available, disregard the person ' s ignorance of, or a mistake on the person ' s part concerning, a matter of law.

671C(3)
If 2 or more persons each contravene section 671B because of the same act or omission, their liability under this section for the contravention is joint and individual.

SECTION 671D SUBSTANTIAL HOLDINGS AND DEEMED ECONOMIC INTERESTS  
671D
This Part applies in relation to a person who does not have a substantial holding in a Chapter 6C body as if the person did have such a substantial holding, if:

(a) the person, or an associate of the person, has a deemed economic interest in a number of voting securities of a particular class in the Chapter 6C body; and

(b) the person would have a substantial holding in the Chapter 6C body if the person or associate had a relevant interest in that number of voting securities of that class in the Chapter 6C body (in addition to any voting securities in which the person or associate actually has a relevant interest).

SECTION 671E RELEVANT INTERESTS NOT EXCLUDED  
671E
For the purposes of this Part, a person has a relevant interest in securities if the person would have a relevant interest in the securities but for the enactment of the following:

(a) subsection 609(6) (market traded options and derivatives);

(b) subsection 609(7) (conditional agreements);

(c) subsection 609(9B) (securities escrowed under listing rules);

(d) section 609B (securities subject to escrow agreement in connection with initial public offer etc.).

SECTION 671F LISTED FOREIGN BODIES TO WHICH EQUIVALENT FOREIGN REQUIREMENTS APPLY  

671F(1)
This section applies if:

(a) apart from subsection (2) , this Part would require (the Australian requirement ) a person (the discloser ) to give or disclose to another person information in relation to a particular matter relating to a listed body to which item 5 of the table in section 671A applies; and

(b) requirements (the foreign requirements ) that are declared under subsection (4) of this section apply in relation to the listed body; and

(c) under the foreign requirements, information in relation to that matter must be given to a person.

671F(2)
The Australian requirement does not apply if the requirement to give information referred to in paragraph (1)(c) is complied with.

671F(3)
If, because of subsection (2) , the Australian requirement does not apply, the listed body must, as soon as practicable after information is given in relation to the matter as mentioned in paragraph (1)(c) , give the information to the operator of each declared financial market:

(a) that is operated in this jurisdiction; and

(b) the official list of which includes the listed body.

671F(4)
For the purposes of paragraph (1)(b) , ASIC may, by legislative instrument, declare requirements if:

(a) the requirements are requirements of:

(i) a law of a jurisdiction other than this one; or

(ii) a financial market that is operated in a jurisdiction other than this one; and

(b) ASIC is satisfied that the requirements are equivalent to the requirements of this Part.

Fault-based offence

671F(5)
A person commits an offence if the person contravenes subsection (3) .

Strict liability offence

671F(6)
A person commits an offence of strict liability if the person contravenes subsection (3) .]

CCH note: This provision is modified by legislative instruments. See the CCH note at the end of the provision for details.

CCH Note - modifying legislative instruments: Section 671B is modified by the following legislative instruments that commenced or were amended on or after 1 January 2022: the ASIC Corporations (Bidder Giving Substantial Holding Notice) Instrument 2023/685; and the ASIC Corporations (Relief to Facilitate Admission of Exchange Traded Funds) Instrument 2024/147.

For modifying legislative instruments or class orders before 1 January 2022, 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.