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

Schedule 1   Digital asset platforms and tokenised custody platforms

Part 3   Financial services disclosure, financial product disclosure, and design and distribution requirements etc.

Corporations Act 2001

50   After Division 5C of Part 7.9

Insert:

Division 5D - Disclosure framework for digital asset platforms and tokenised custody platforms

1020AM Scope of this Division

This Division applies in relation to a digital asset platform or tokenised custody platform only if the platform is issued, or will be issued, by a financial services licensee in the course of a financial services business.

1020AN Giving a DAP/TCP Guide before issuing a platform

Giving the Guide before issuing a digital asset platform or tokenised custody platform to a person as a retail client

(1) The licensee must, before issuing a digital asset platform or tokenised custody platform to a person as a retail client under the platform, give the person a DAP/TCP Guide that:

(a) includes the information required by section 1020AO for the platform; and

(b) is written and presented in a clear, concise and effective manner.

Note 1: The Guide can consist of 2 or more documents if they are presented and given in a way that satisfies paragraphs (a) and (b).

Note 2: This subsection is a civil penalty provision (see section 1317E).

Guide is no longer accurate

(2) The licensee must not give a person a DAP/TCP Guide if the licensee becomes aware that:

(a) a material change has occurred to the information in it; or

(b) it has become misleading or deceptive or likely to mislead or deceive.

To avoid doubt, the licensee must still comply with subsection (1).

Note: This subsection is a civil penalty provision (see section 1317E).

Circumstances affecting accuracy of Guides that have been given

(3) If:

(a) the licensee gives a person a DAP/TCP Guide (the existing Guide ) in accordance with subsection (1); but

(b) a new circumstance later arises so that the Guide no longer includes the information required by section 1020AO for the platform;

the licensee must, as soon as practicable after the new circumstance arises, give the person:

(c) updated information to enable the person to again readily have the information required by section 1020AO for the platform; and

(d) objective advice about whether the updated information is, when compared with the information in the existing Guide, materially adverse to a retail client under the platform.

Note 1: The updated information could take the form of a "Supplementary DAP/TCP Guide", and could include information about how to readily access particular information on a website.

Note 2: For paragraph (b), examples of a new circumstance include the licensee becoming aware of the matters in paragraph (2)(a) or (b).

Note 3: This subsection is a civil penalty provision (see section 1317E).

1020AO Content of a DAP/TCP Guide

(1) A DAP/TCP Guide must include all information a person would reasonably require for the purposes of making a decision, as a retail client, whether to become a client under the platform, including such information that the person would reasonably require to:

(a) understand the nature of the platform and any risks associated with participation in the platform; and

(b) identify:

(i) the licensee (as the issuer of the platform); and

(ii) any custodians of the platform; and

(iii) the nature of the responsibilities of the issuer and of any custodians, and of the relationships between them; and

(c) understand the method and extent of all charges associated with the platform, including any right of the issuer or any other person to recoup expenses from a client's assets; and

(d) understand any differences between the rights of a client under the platform and the rights of a person who (directly) holds an underlying asset of the platform, including information on any applicable:

(i) cooling-off rights; and

(ii) voting rights; and

(iii) withdrawal rights under section 724 or 1016E; and

(e) understand how and to whom a client may make a complaint in relation to:

(i) the operation of the platform; and

(ii) the underlying assets of the platform (where this is possible); and

(iii) financial product advice provided to the client in relation to the platform that is not provided by or on behalf of the licensee; and

(f) understand a client's rights to disclosure in relation to the underlying assets of the platform, including that a client may elect to receive copies of communications relating to those assets that:

(i) are sent to the holders of those assets; or

(ii) the holders of those assets may elect to receive; and

(g) understand how the licensee, or any custodians of the platform, determine what is or will be available as underlying assets of the platform; and

(h) understand any other matters prescribed by regulations made for the purposes of this paragraph.

(2) A DAP/TCP Guide must also include:

(a) a statement that copies of the platform's voting policy are available free on request; and

(b) a statement to the effect that the total fees and expenses payable by a client will include the costs of the platform; and

(c) a statement to the effect that the fees and expenses for any conduct that:

(i) can be engaged in under the platform; and

(ii) is chosen by the client to be engaged in;

will be in addition to the fees charged for the platform; and

(d) examples, based on estimates, of the fees and expenses referred to in paragraphs (b) and (c), that satisfy any requirements prescribed by regulations made for the purposes of this paragraph; and

(e) anything else prescribed by regulations made for the purposes of this paragraph.

(3) Despite subsection (1), that subsection does not require a DAP/TCP Guide to include publicly-available information, provided that the DAP/TCP Guide:

(a) refers to the information; and

(b) includes sufficient details about the information to enable a person to easily identify and locate it; and

(c) states that the information can be obtained free from the licensee on request; and

(d) if any of the information is about any significant benefits to which a person will or may become entitled under the platform - includes a summary of that information; and

(e) if any of the information is about any significant risks associated with the platform - includes a summary of those risks.

1020AP Having and administering a platform voting policy

(1) The licensee must, before issuing a digital asset platform or tokenised custody platform to a person as a retail client under the platform, ensure that there is a policy (the voting policy ) for the platform that:

(a) deals with the exercise of any voting or governance rights arising for:

(i) the underlying assets of the platform; and

(ii) any other asset that is otherwise held or possessed through the platform; and

(b) includes the information required by section 1020AQ for the platform; and

(c) is written and presented in a clear, concise and effective manner.

Note: This subsection is a civil penalty provision (see section 1317E).

(2) The licensee must ensure that the voting policy:

(a) is kept accurate; and

(b) is administered for the platform by the licensee or by a custodian of the platform.

Note: This subsection is a civil penalty provision (see section 1317E).

(3) The regulations may prescribe how liability is to be dealt with for proxy voting relating to an asset of a kind covered by paragraph (1)(a).

1020AQ Content of a platform's voting policy

A platform's voting policy must:

(a) identify any rights a client under the platform will have in relation to any voting or governance rights arising for:

(i) each underlying asset of the platform; and

(ii) any other asset that is otherwise held or possessed through the platform;

for the client (whether directly or through a nominee); and

(b) state whether a client under the platform may instruct the licensee, or a custodian of the platform, (the authority ) about the exercise of any such voting or governance rights; and

(c) if the client may give such instructions:

(i) require the authority to vote only when, and as, instructed by the client (including under a standing instruction); and

(ii) require clients to be given, as soon as practicable, copies of any relevant information received by the licensee or a custodian in relation to the assets that are the subject of the voting or governance rights; and

(iii) identify how copies of this relevant information are to be given to clients; and

(iv) identify the steps that are to be taken after voting instructions have been communicated by a client to the authority; and

(v) identify whether any costs are to be charged to the client for exercising voting or governance rights; and

(d) if the client may not give such instructions - require the authority not to exercise any such voting or governance rights; and

(e) state how any regulations made for the purposes of subsection 1020AP(3) (about proxy voting) relate to any such voting or governance rights.

1020AR Disclosure obligations for underlying assets etc. of platforms

Giving copies of communications about related assets

(1) If:

(a) a financial product, or a prescribed digital token, (the asset ):

(i) is an underlying asset of a digital asset platform or tokenised custody platform; or

(ii) is otherwise held or possessed through such a platform;

for a client under the platform (whether directly or through a nominee); and

(b) communications are required by law to be given to the person who holds or possesses the asset (including communications required to be given on request);

the licensee who issues the platform must, on request, ensure the client is given a copy of such communications as soon as practicable after the communications are received by the licensee or by a custodian of the platform.

Note 1: The platform needs to be one that is issued, or will be issued, by a financial services licensee in the course of a financial services business (see section 1020AM).

Note 2: This subsection is a civil penalty provision (see section 1317E).

(2) The client's request may be for a particular communication, or may be a standing request for one or more classes of such communications.

Disclosure requirements relating to acquisitions of prescribed digital tokens

(3) Regulations made for the purposes of this subsection may prescribe disclosure obligations before an acquisition of a prescribed digital token, by way of issue or sale, happens because of an instruction given:

(a) under a digital asset platform or tokenised custody platform; and

(b) by a client under the platform (whether directly or through a nominee).

(4) Without limiting subsection (3), such obligations could be imposed on one or more of the following:

(a) the licensee who issues the platform;

(b) a custodian of the platform;

(c) a person who is to issue or sell the prescribed digital token.

Note: The platform needs to be one that is issued, or will be issued, by a financial services licensee in the course of a financial services business (see section 1020AM).

(5) A person must comply with an obligation imposed on the person by regulations made for the purposes of subsection (3).

Note: This subsection is a civil penalty provision (see section 1317E).

Definitions

(6) In this section:

prescribed digital token means a digital token that:

(a) is not a financial product; and

(b) is of a class prescribed by regulations made for the purposes of this paragraph.