WIPO Lex

Prepared by the Office of Parliamentary Counsel, Canberra

Corporations Act 2001

No. 50, 2001

Compilation No. 94

Compilation date: 6 April 2019

Includes amendments up to: Act No. 50, 2019

Registered: 14 May 2019

This compilation is in 6 volumes

Volume 1: sections 1–260E

Volume 2: sections 283AA–601DJ

Volume 3: sections 601EA–742

Volume 4: sections 760A–993D

Volume 5: sections 1010A–1369A

Volume 6: sections 1370–1662

Schedules

Endnotes

Each volume has its own contents

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About this compilation

This compilation

This is a compilation of the Corporations Act 2001 that shows the text of the

law as amended and in force on 6 April 2019 (the compilation date).

The notes at the end of this compilation (the endnotes) include information

about amending laws and the amendment history of provisions of the compiled

law.

Uncommenced amendments

The effect of uncommenced amendments is not shown in the text of the

compiled law. Any uncommenced amendments affecting the law are accessible

on the Legislation Register (www.legislation.gov.au). The details of

amendments made up to, but not commenced at, the compilation date are

underlined in the endnotes. For more information on any uncommenced

amendments, see the series page on the Legislation Register for the compiled

law.

Application, saving and transitional provisions for provisions and

amendments

If the operation of a provision or amendment of the compiled law is affected by

an application, saving or transitional provision that is not included in this

compilation, details are included in the endnotes.

Editorial changes

For more information about any editorial changes made in this compilation, see

the endnotes.

Modifications

If the compiled law is modified by another law, the compiled law operates as

modified but the modification does not amend the text of the law. Accordingly,

this compilation does not show the text of the compiled law as modified. For

more information on any modifications, see the series page on the Legislation

Self-repealing provisions

If a provision of the compiled law has been repealed in accordance with a

provision of the law, details are included in the endnotes.

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Contents

Chapter 7—Financial services and markets 1

Part 7.9—Financial product disclosure and other provisions

relating to issue, sale and purchase of financial

products 1

Division 1—Preliminary 1

1010A Part generally does not apply to securities.........................1

1010B Part does not apply to financial products not issued

in the course of a business .................................................1

1010BA Part does not apply to contribution plans ..........................2

1010C Special provisions about meaning of sale and offer ..........2

1010D General approach to offence provisions ............................2

Division 2—Product Disclosure Statements 3

Subdivision A—Preliminary 3

1011A Jurisdictional scope of Division ........................................3

1011B Definitions.........................................................................3

1011C Treatment of offers of options over financial

products .............................................................................4

Subdivision B—Requirement for a Product Disclosure Statement

to be given 4

1012A Obligation to give Product Disclosure Statement—

personal advice recommending particular financial

product ..............................................................................4

1012B Obligation to give Product Disclosure Statement—

situations related to issue of financial products .................6

1012C Obligation to give Product Disclosure Statement—

offers related to sale of financial products.........................8

1012D Situations in which Product Disclosure Statement

is not required..................................................................12

1012DAA Rights issues for which Product Disclosure

Statement is not required .................................................18

1012DA Product Disclosure Statement not required for sale

amounting to indirect issue..............................................22

1012E Small scale offerings of managed investment and

other prescribed financial products (20 issues or

sales in 12 months) ..........................................................27

1012F Product Disclosure Statement for certain

superannuation products may be provided later ..............30

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1012G Product Disclosure Statement may sometimes be

provided later ..................................................................31

1012H Obligation to take reasonable steps to ensure that

Product Disclosure Statement is given to person

electing to be covered by group financial product ...........33

1012I Obligation to give employer a Product Disclosure

Statement in relation to certain superannuation

products and RSA products .............................................33

1012IA Treatment of arrangements under which a person

can instruct another person to acquire a financial

product ............................................................................35

1012J Information must be up to date........................................39

1012K Anti-avoidance determinations........................................40

Subdivision C—Preparation and content of Product Disclosure

Statements 41

1013A Who must prepare Product Disclosure Statement ...........41

1013B Title of Product Disclosure Statement .............................42

1013C Product Disclosure Statement content

requirements ....................................................................42

1013D Product Disclosure Statement content—main

requirements ....................................................................44

1013DA Information about ethical considerations etc. ..................46

1013E General obligation to include other information

that might influence a decision to acquire .......................47

1013F General limitations on extent to which information

is required to be included ................................................47

1013FA Information not required to be included in PDS for

continuously quoted securities.........................................48

1013G Product Disclosure Statement must be dated...................49

1013GA Extra requirements if Product Disclosure

Statement relates to foreign passport fund products ........50

1013H Requirements if Product Disclosure Statement

states or implies that financial product will be able

to be traded......................................................................51

1013I Extra requirements if Product Disclosure

Statement relates to managed investment products

that are ED securities.......................................................51

1013IA Extra requirements if Product Disclosure

Statement relates to foreign passport fund products

that are ED securities.......................................................52

1013J Requirements if Statement has been lodged with

ASIC................................................................................53

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1013K Requirements relating to consents to certain

statements ........................................................................54

1013L Product Disclosure Statement may consist of 2 or

more separate documents given at same time..................54

1013M Combining a Product Disclosure Statement and a

Financial Services Guide in a single document ...............55

Subdivision D—Supplementary Product Disclosure Statements 56

1014A What a Supplementary Product Disclosure

Statement is .....................................................................56

1014B Title of Supplementary Product Disclosure

Statement.........................................................................56

1014C Form of Supplementary Product Disclosure

Statement.........................................................................56

1014D Effect of giving person a Supplementary Product

Disclosure Statement .......................................................57

1014E Situation in which only a Supplementary Product

Disclosure Statement need be given ................................57

1014F Application of other provisions in relation to

Supplementary Product Disclosure Statements ...............58

Subdivision DA—Replacement Product Disclosure Statements 58

1014G Application of this Subdivision—stapled securities ........58

1014H What a Replacement Product Disclosure Statement

is......................................................................................58

1014J Consequences of lodging a Replacement Product

Disclosure Statement .......................................................59

1014K Form, content and preparation of Replacement

Product Disclosure Statements ........................................59

1014L Giving, lodgment and notice of Replacement

Product Disclosure Statements ........................................60

Subdivision E—Other requirements relating to Product

Disclosure Statements and Supplementary

Product Disclosure Statements 60

1015A Subdivision applies to Product Disclosure

Statements and Supplementary Product Disclosure

Statements .......................................................................60

1015B Some Statements must be lodged with ASIC ..................60

1015C How a Statement is to be given .......................................61

1015D Notice, retention and access requirements for

Statement that does not need to be lodged.......................63

1015E Altering a Statement after its preparation and

before giving it to a person..............................................64

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Subdivision F—Other rights and obligations related to Product

Disclosure Statements 64

1016A Provisions relating to use of application forms................64

1016B If Statement lodged with ASIC, financial product

is not to be issued or sold before specified period ...........69

1016C Minimum subscription condition must be fulfilled

before issue or sale ..........................................................70

1016D Condition about ability to trade on a market must

be fulfilled before issue or sale........................................70

1016E Choices open to person making the offer if

disclosure condition not met or Product Disclosure

Statement defective .........................................................72

1016F Remedies for person acquiring financial product

under defective Product Disclosure Document................78

Division 3—Other disclosure obligations of the issuer of a

financial product 80

1017A Obligation to give additional information on

request .............................................................................80

1017B Ongoing disclosure of material changes and

significant events.............................................................82

1017BA Trustees of regulated superannuation funds—

obligation to make product dashboard publicly

available ..........................................................................85

1017BB Trustees of registrable superannuation entities—

obligation to make information relating to

investment of assets publicly available............................88

1017C Information for existing holders of superannuation

products and RSA products .............................................91

1017D Periodic statements for retail clients for financial

products that have an investment component ..................96

1017DA Trustees of superannuation entities—regulations

may specify additional obligations to provide

information......................................................................98

1017E Dealing with money received for financial product

before the product is issued ...........................................100

1017F Confirming transactions ................................................103

1017G Certain product issuers and regulated persons must

meet appropriate dispute resolution requirements .........108

Division 4—Advertising for financial products 110

1018A Advertising or other promotional material for

financial product must refer to Product Disclosure

Statement.......................................................................110

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1018B Prohibition on advertising personal offers covered

by section 1012E ...........................................................113

Division 5—Cooling-off periods 115

1019A Situations in which this Division applies.......................115

1019B Cooling-off period for return of financial product.........116

Division 5A—Unsolicited offers to purchase financial products

off-market 118

1019C Definitions.....................................................................118

1019D Offers to which this Division applies ............................118

1019E How offers are to be made.............................................119

1019F Prohibition on inviting offers to sell ..............................120

1019G Duration and withdrawal of offers.................................120

1019H Terms of offer cannot be varied ....................................120

1019I Contents of offer document ...........................................121

1019J Obligation to update market value.................................122

1019K Rights if requirements of Division not complied

with................................................................................123

Division 5B—Disclosure etc. in relation to short sales covered by

securities lending arrangement of listed

section 1020B products 127

1020AA Definitions.....................................................................127

1020AB Seller disclosure ............................................................128

1020AC Licensee disclosure........................................................129

1020AD Public disclosure of information....................................130

1020AE Licensee’s obligation to ask seller about short sale .......132

1020AF Regulations....................................................................132

Division 5C—Information about CGS depository interests 134

1020AG Jurisdictional scope of Division ....................................134

1020AH Definitions.....................................................................134

1020AI Requirement to give information statements for

CGS depository interest if recommending

acquisition of interest ....................................................135

1020AJ Information statement given must be up to date ............137

1020AK How an information statement is to be given ................137

1020AL Civil action for loss or damage......................................139

Division 6—Miscellaneous 141

1020A Offers etc. relating to certain managed investment

schemes not to be made in certain circumstances..........141

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1020BAA Offers etc. relating to foreign passport funds not to

be made in certain circumstances ..................................142

1020B Prohibition of certain short sales of securities,

managed investment products, foreign passport

fund products and certain other financial products........143

1020D Part cannot be contracted out of ....................................144

1020E Stop orders by ASIC......................................................145

1020F Exemptions and modifications by ASIC .......................148

1020G Exemptions and modifications by regulations...............150

Division 7—Enforcement 151

Subdivision A—Offences 151

1021A Overview.......................................................................151

1021B Definitions.....................................................................151

1021C Offence of failing to give etc. a disclosure

document or statement...................................................153

1021D Offence of preparer of defective disclosure

document or statement giving the document or

statement knowing it to be defective .............................155

1021E Preparer of defective disclosure document or

statement giving the document or statement

(whether or not known to be defective) .........................156

1021F Offence of regulated person (other than preparer)

giving disclosure document or statement knowing

it to be defective ............................................................158

1021FA Paragraph 1012G(3)(a) obligation—offences

relating to communication of information .....................158

1021FB Paragraph 1012G(3)(a) obligation—offences

relating to information provided by product issuer

for communication by another person ...........................160

1021G Financial services licensee failing to ensure

authorised representative gives etc. disclosure

documents or statements as required .............................163

1021H Offences if a Product Disclosure Statement (or

Supplementary PDS) does not comply with certain

requirements ..................................................................163

1021I Offence of giving disclosure document or

statement that has not been prepared by the

appropriate person .........................................................164

1021J Offences if preparer etc. of disclosure document or

statement becomes aware that it is defective .................165

1021K Offence of unauthorised alteration of Product

Disclosure Statement (or Supplementary PDS).............166

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1021L Offences of giving, or failing to withdraw, consent

to inclusion of defective statement ................................167

1021M Offences relating to keeping and providing copies

of Product Disclosure Statements (or

Supplementary PDSs)....................................................168

1021N Offence of failing to provide additional

information requested under section 1017A..................170

1021NA Offences relating to obligation to make product

dashboard publicly available .........................................170

1021NB Offences relating to obligation to make

superannuation investment information publicly

available ........................................................................173

1021O Offences of issuer or seller of financial product

failing to pay money into an account as required ..........175

1021P Offences relating to offers to which Division 5A

applies ...........................................................................175

Subdivision B—Civil liability 178

1022A Definitions.....................................................................178

1022B Civil action for loss or damage......................................180

1022C Additional powers of court to make orders ...................186

Part 7.9A—Product intervention orders 188 1023A Object ............................................................................188

1023B Definitions.....................................................................188

1023C Application of product intervention orders....................188

1023D ASIC may make product intervention orders ................189

1023E Significant detriment to retail clients.............................191

1023F ASIC to consult before making product

intervention orders.........................................................191

1023G Commencement and duration of product

intervention orders.........................................................192

1023H Extension of product intervention orders.......................193

1023J Amendment of product intervention orders...................193

1023K Revocation of product intervention orders ....................194

1023L ASIC to issue public notice of product intervention

orders.............................................................................195

1023M Remaking product intervention orders ..........................196

1023N Product intervention orders may require

notification ....................................................................196

1023P Enforcement of product intervention orders ..................197

1023Q Civil liability .................................................................198

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1023R Additional powers of court to make orders ...................199

Part 7.10—Market misconduct and other prohibited conduct

relating to financial products and financial services 200

Division 1—Preliminary 200

1040A Content of Part ..............................................................200

1040B Treat certain instruments as if they were financial

products and Division 3 financial products ...................200

Division 2—The prohibited conduct (other than insider trading

prohibitions) 201

1041A Market manipulation .....................................................201

1041B False trading and market rigging—creating a false

or misleading appearance of active trading etc..............201

1041C False trading and market rigging—artificially

maintaining etc. trading price ........................................203

1041D Dissemination of information about illegal

transactions....................................................................204

1041E False or misleading statements ......................................205

1041F Inducing persons to deal................................................206

1041G Dishonest conduct .........................................................207

1041H Misleading or deceptive conduct (civil liability

only) ..............................................................................207

1041I Civil action for loss or damage for contravention

of sections 1041E to 1041H ..........................................209

1041J Sections of this Division have effect independently

of each other ..................................................................210

1041K Division applies to certain conduct to the

exclusion of State Fair Trading Acts provisions............211

Division 2A—Proportionate liability for misleading and

deceptive conduct 212

1041L Application of Division .................................................212

1041M Certain concurrent wrongdoers not to have benefit

of apportionment ...........................................................212

1041N Proportionate liability for apportionable claims ............213

1041O Defendant to notify plaintiff of concurrent

wrongdoer of whom defendant aware ...........................214

1041P Contribution not recoverable from defendant................214

1041Q Subsequent actions ........................................................215

1041R Joining non-party concurrent wrongdoer in the

action.............................................................................215

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1041S Application of Division .................................................215

Division 3—The insider trading prohibitions 217

Subdivision A—Preliminary 217

1042A Definitions.....................................................................217

1042B Application of Division .................................................218

1042C When information is generally available ......................218

1042D When a reasonable person would take information

to have a material effect on price or value of

Division 3 financial products.........................................219

1042E Division 3 financial products taken to be able to be

traded despite suspensions or section 794D

directions.......................................................................219

1042F Inciting, inducing or encouraging an act or

omission constitutes procuring the omission.................220

1042G Information in possession of officer of body

corporate........................................................................220

1042H Information in possession of partner or employee

of partnership ................................................................221

Subdivision B—The prohibited conduct 221

1043A Prohibited conduct by person in possession of

inside information .........................................................221

1043B Exception for withdrawal from registered scheme

or notified foreign passport fund ...................................223

1043C Exception for underwriters ............................................223

1043D Exception for acquisition pursuant to legal

requirement ...................................................................224

1043E Exception for information communicated pursuant

to a legal requirement ....................................................224

1043F Chinese wall arrangements by bodies corporate............225

1043G Chinese wall arrangements by partnerships etc. ............225

1043H Exception for knowledge of person’s own

intentions or activities ...................................................226

1043I Exception for bodies corporate......................................226

1043J Exception for officers or agents of body corporate .......227

1043K Transactions by holder of financial services

licence or a representative of the holder of such a

licence ...........................................................................227

1043L A specific situation in which a compensation order

under section 1317HA may be made.............................228

1043M Defences to prosecution for an offence .........................234

1043N Relief from civil liability ...............................................235

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1043O Powers of Court.............................................................235

Division 4—Defences, relief and limits on liability 237

1044A General defence or relief for publishers ........................237

1044B Limit on liability for misleading or deceptive

conduct ..........................................................................237

Division 5—Miscellaneous 240

1045A Exemptions and modifications by regulations...............240

Part 7.10A—External dispute resolution 241

Division 1—Authorisation of an external dispute resolution

scheme 241

Subdivision A—Minister may authorise an external dispute

resolution scheme 241

1050 Minister may authorise an external dispute

resolution scheme..........................................................241

Subdivision B—Mandatory requirements and general

considerations 242

1051 Mandatory requirements................................................242

1051A General considerations ..................................................244

Division 2—Regulating the AFCA scheme 246

1052 Obligation to comply with mandatory

requirements ..................................................................246

1052A ASIC may issue regulatory requirements ......................246

1052B Directions to increase limits on the value of claims ......246

1052BA Directions to ensure sufficient financing .......................247

1052C General directions to AFCA..........................................247

1052D Approval of material changes to the AFCA

scheme...........................................................................249

1052E Referring matters to appropriate authorities ..................249

Division 3—Additional provisions relating to superannuation

complaints 252

Subdivision A—When complaints relating to superannuation can

be made under the AFCA scheme 252

1053 When complaints relating to superannuation can

be made under the AFCA scheme .................................252

1053A Persons taken to be members of regulated

superannuation funds and approved deposit funds

and holders of RSAs......................................................254

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Subdivision B—Powers of AFCA 255

1054 Power to join other parties to superannuation

complaint.......................................................................255

1054A Power to obtain information and documents .................256

1054B Power to require attendance at conciliation

conferences....................................................................257

1054BA Power to give directions ................................................258

1054C Reference of questions of law to Federal Court.............258

Subdivision C—Determinations of superannuation complaints 259

1055 Making a determination.................................................259

1055A AFCA to give reasons ...................................................261

1055B Operation of determination of superannuation

complaint.......................................................................261

1055C Evidence of determination of superannuation

complaint.......................................................................262

1055D Compliance with determinations under the AFCA

scheme...........................................................................262

Subdivision D—Superannuation complaints relating to payment

of death benefits 263

1056 When superannuation complaint cannot be made

in relation to decision about the payment of death

benefit............................................................................263

1056A Joining persons to complaints relating to death

benefit decisions............................................................264

Subdivision E—Appeals to the Federal Court 265

1057 Appeals to the Federal Court from determination

of superannuation complaint .........................................265

1057A Operation and implementation of determination

that is subject to appeal .................................................265

1057B Sending of documents to, and disclosure of

documents by, the Federal Court ...................................266

Subdivision F—Secrecy 267

1058 Secrecy ..........................................................................267

Part 7.11—Title and transfer 269

Division 1—Title to certain securities 269

1070A Nature of shares and certain other interests in a

company or registered scheme ......................................269

1070B Numbering of shares .....................................................270

1070C Matters to be specified in share certificate ....................271

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1070D Loss or destruction of title documents for certain

securities........................................................................271

Division 2—Transfer of certain securities 274

Subdivision A—General provisions 274

1071A Application of the Subdivision to certain securities ......274

1071B Instrument of transfer ....................................................274

1071C Occupation need not appear in transfer document,

1071D Registration of transfer at request of transferor .............277

1071E Notice of refusal to register transfer ..............................278

1071F Remedy for refusal to register transfer or

transmission...................................................................278

1071G Certification of transfers................................................279

1071H Duties of company with respect to issue of

certificates .....................................................................281

Subdivision B—Special provisions for shares 283

1072A Transmission of shares on death (replaceable

rule—see section 135) ...................................................283

1072B Transmission of shares on bankruptcy

(replaceable rule—see section 135) ..............................284

1072C Rights of trustee of estate of bankrupt shareholder........284

1072D Transmission of shares on mental incapacity

(replaceable rule—see section 135) ..............................286

1072E Trustee etc. may be registered as owner of shares .........287

1072F Registration of transfers (replaceable rule—see

section 135) ...................................................................289

1072G Additional general discretion for directors of

proprietary companies to refuse to register

transfers (replaceable rule—see section 135)................290

1072H Notices relating to non-beneficial and beneficial

ownership of shares .......................................................290

Division 3—Transfer of certain securities effected otherwise

than through a prescribed CS facility 294

1073A Application of the Division to certain securities............294

1073B Definitions.....................................................................294

1073C Application of Division to certain bodies as if they

were companies .............................................................295

1073D Regulations may govern transfer of certain

securities........................................................................295

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1073E ASIC may extend regulations to securities not

otherwise covered..........................................................298

1073F Operation of this Division and regulations made

for its purposes ..............................................................299

Division 4—Transfer of financial products effected through

prescribed CS facility 301

1074A Financial products to which this Division applies .........301

1074B Definitions.....................................................................301

1074C Operating rules of prescribed CS facility may deal

with transfer of title .......................................................301

1074D Valid and effective transfer if operating rules

complied with................................................................302

1074E Regulations may govern transfer of financial

products in accordance with operating rules of

prescribed CS facility ....................................................302

1074F Issuer protected from civil liability for person’s

contravention of prescribed CS facility’s

certificate cancellation rules ..........................................305

1074G Operation of this Division and regulations made

for its purposes ..............................................................305

Division 5—Exemptions and modifications 308

1075A ASIC’s power to exempt and modify ............................308

Part 7.12—Miscellaneous 310

Division 1—Qualified privilege 310

1100A Qualified privilege for information given to ASIC........310

1100B Qualified privilege for the conduct of market

licensees and CS facility licensees ................................311

1100C Qualified privilege for information given to

market licensees and CS facility licensees etc. ..............312

1100D Extension of protections given by this Division ............312

Division 2—Other matters 313

1101A Approved codes of conduct ...........................................313

1101B Power of Court to make certain orders ..........................314

1101C Preservation and disposal of records etc........................319

1101D Destruction of records by ASIC ....................................320

1101E Concealing etc. of books ...............................................320

1101F Falsification of records ..................................................321

1101G Precautions against falsification of records ...................322

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1101GA How Part 9.3 applies to books required to be kept

by this Chapter etc.........................................................322

1101H Contravention of Chapter does not generally affect

validity of transactions etc.............................................323

1101I Gaming and wagering laws do not affect validity

of contracts relating to financial products......................323

1101J Delegation .....................................................................324

Chapter 8—Mutual recognition of securities offers 325

Part 8.1—Preliminary 325 1200A Definitions.....................................................................325

Part 8.2—Foreign offers that are recognised in this jurisdiction 327

Division 1—Recognised offers 327

1200B When an offer is a recognised offer...............................327

1200C Conditions that must be met to be a recognised

offer ...............................................................................327

1200D Required documents and information............................329

1200E Warning statement.........................................................330

Division 2—Effect of a recognised offer 331

1200F Effect of a recognised offer ...........................................331

Division 3—Ongoing conditions for recognised offers 333

1200G Offering conditions........................................................333

1200H Address for service condition ........................................337

1200J Dispute resolution condition..........................................338

Division 4—Modification of provisions of this Act 340

1200K Additional operation of section 675 (continuous

disclosure) .....................................................................340

1200L Pre-offer advertising......................................................340

1200M Modification by the regulations.....................................341

Division 5—ASIC’s powers in relation to recognised offers 342

1200N Stop orders ....................................................................342

1200P Ban on making subsequent recognised offers................346

1200Q Offence of breaching an ongoing condition ..................348

Division 6—Miscellaneous 349

1200R Service of documents ....................................................349

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Part 8.3—Offers made under foreign recognition schemes 350 1200S Notice to ASIC..............................................................350

1200T Extension of this Act to recognised jurisdictions ..........350

1200U ASIC stop order for advertising in a recognised

jurisdiction.....................................................................351

Chapter 8A—Asia Region Funds Passport 353

Part 8A.1—Preliminary 353 1210 Definitions.....................................................................353

1210A List of participating economies .....................................355

1210B Minister may determine that funds not to offer

interests in this jurisdiction............................................355

Part 8A.2—Passport Rules 357 1211 Minister may make Passport Rules for this

jurisdiction.....................................................................357

1211A Definition of Passport Rules .........................................357

1211B Compliance with the Passport Rules .............................358

Part 8A.3—Australian passport funds 359 1212 Application for registration ...........................................359

1212A Registration of registered scheme as a passport

fund ...............................................................................359

1212B All documents etc. lodged with ASIC to bear

APFRN..........................................................................360

1212C Notifying ASIC if offering interests in another

participating economy in another name.........................360

Part 8A.4—Notified foreign passport funds 362

Division 1—Becoming a notified foreign passport fund 362

1213 Notice of intention to offer interests in a foreign

passport fund .................................................................362

1213A ASIC may notify operator that notice of intention

lacks information required.............................................362

1213B Rejecting a notice of intention.......................................363

1213C Notified foreign passport funds—authority to offer

interests in this jurisdiction............................................365

1213D Definition of consideration period ................................366

Division 2—Treatment of notified foreign passport funds 367

1213E Notified foreign passport funds to be treated as

managed investment schemes........................................367

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1213F Operators and notified foreign passport funds not

to be treated as companies etc. ......................................367

1213G Offences relating to the operation of notified

foreign passport funds ...................................................367

Division 3—Conduct of notified foreign passport funds in this

jurisdiction 369

1213H Notified foreign passport funds must not issue

debentures in this jurisdiction........................................369

Division 4—Providing key information in relation to notified

foreign passport funds 370

Subdivision A—Obligations to provide information to members in

this jurisdiction 370

1213J Constitution—right to obtain a copy .............................370

1213K Register of members—right to obtain a copy................371

1213L Use of information on register of members ...................373

1213M Reports required under the law of the home

economy ........................................................................375

1213N Order for copies of books of a notified foreign

passport fund .................................................................376

Subdivision B—Obligations to provide information to ASIC 377

1213P Register of members—ASIC may require

lodgment........................................................................377

1213Q Destruction of records by ASIC ....................................378

Part 8A.5—Register of Passport Funds 379 1214 Register of Passport Funds ............................................379

Part 8A.6—Stop orders 380 1215 Stop order—Australian passport funds..........................380

1215A Stop order—notified foreign passport fund ...................381

1215B Interim stop orders ........................................................384

1215C Revocation of stop order made under section 1215

or 1215A........................................................................385

1215D Compliance with stop orders .........................................386

Part 8A.7—Deregistration and denotification 387

Division 1—Deregistration of Australian passport funds 387

Subdivision A—Voluntary deregistration 387

1216 Application to deregister ...............................................387

1216A ASIC to deregister .........................................................387

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1216B When is there an expectation that a fund would

become an Australian passport fund? ............................388

Subdivision B—Deregistration initiated by ASIC 388

1216C Deregistration—initiated by ASIC ................................388

Subdivision C—Process for deregistration 390

1216D Process for deregistration ..............................................390

Division 2—Denotification of notified foreign passport funds 391

Subdivision A—Voluntary denotification 391

1216E Application to be removed as a notified foreign

passport fund .................................................................391

1216F ASIC to remove fund as a notified foreign

passport fund .................................................................391

1216G When is there an expectation that a fund would

become a notified foreign passport fund?......................391

Subdivision B—Notified foreign passport fund deregistered in the

fund’s home economy 392

1216H ASIC to remove a fund as a notified foreign

passport fund .................................................................392

Subdivision C—Process for removal as a notified foreign passport

fund 392

1216J Process for removal as a notified foreign passport

fund ...............................................................................392

Division 3—Continued application of the Corporations

legislation 394

1216K ASIC’s power to continue the application of the

Corporations legislation ................................................394

1216L Regulations may continue the application of the

Corporations legislation ................................................395

Part 8A.8—Exemptions and modifications 397 1217 ASIC’s power to make exemptions and declare

modifications etc. in relation to this Chapter .................397

1217A ASIC’s power to make exemptions and declare

modifications etc. in relation to the Passport Rules .......398

1217B Exemptions and modification by regulations ................400

Chapter 9—Miscellaneous 402

Part 9.1—Registers and registration of documents 402 1274 Registers........................................................................402

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1274AA Register of disqualified company directors and

other officers .................................................................410

1274A Obtaining information from certain registers ................411

1274B Use, in court proceedings, of information from

ASIC’s national database ..............................................412

1274C ASIC certificate.............................................................412

1275 Relodging of lost registered documents ........................413

Part 9.2—Registration of auditors 415

Division 1—Interpretation 415

1276 Definitions.....................................................................415

Division 2—Registration 416

1279 Application for registration as auditor ...........................416

1280 Registration of auditors .................................................416

1280A Approval of auditing competency standard ...................418

1281 Auditor-General taken to be registered as auditor .........419

1285 Register of Auditors ......................................................419

1287 Notification of certain matters .......................................420

1287A Annual statements by registered company auditors.......420

1289 Auditors and other persons to enjoy qualified

privilege in certain circumstances .................................421

Division 2A—Conditions on registration of auditors 424

1289A ASIC may impose conditions on registration ................424

Division 3—Cancellation or suspension of registration 425

1290 Cancellation at request of registered person ..................425

1291 Immediate suspension or cancellation ...........................425

1291A Notice of suspension or cancellation .............................425

1291B ASIC may vary or revoke suspension ...........................426

1292 Powers of Board in relation to auditors .........................426

1294 Board to give opportunity for hearing etc......................428

1294A Pre-hearing conference..................................................429

1295 Board may remove suspension ......................................430

1296 Notice of Board’s decision ............................................430

1297 Time when Board’s decision comes into effect .............431

1298 Effect of suspension ......................................................432

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Division 4—Validation of approval of auditing competency

standard 433

1298P Validation of approval of auditing competency

standard .........................................................................433

1298Q Compensation for acquisition of property .....................433

Part 9.2A—Authorised audit companies 435

Division 1—Registration 435

1299A Application for registration as authorised audit

company ........................................................................435

1299B Eligibility for registration as an authorised audit

company ........................................................................435

1299C Registration as authorised audit company .....................436

1299D Registration may be subject to conditions .....................436

1299E Register of authorised audit companies .........................437

1299F Notification of certain matters .......................................438

1299G Annual statements by authorised audit company...........439

Division 2—Cancellation or suspension of registration 440

1299H Cancellation at request of registered person ..................440

1299I Cancellation or suspension in other cases......................440

1299J Notice of cancellation or suspension .............................440

1299K Time when ASIC’s decision comes into effect..............441

1299L Effect of suspension ......................................................441

1299M Effect of cancellation.....................................................442

Part 9.3—Books 443 1300 Inspection of books .......................................................443

1301 Location of books on computers ...................................444

1303 Court may compel compliance ......................................445

1304 Translations of instruments ...........................................445

1305 Admissibility of books in evidence ...............................446

1306 Form and evidentiary value of books ............................446

1307 Falsification of books ....................................................447

Part 9.4—Offences 449

Division 1A—Application of the Criminal Code 449

1308A Application of Criminal Code .......................................449

Division 1—Specific offences 450

1308 False or misleading statements ......................................450

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1309 False information etc. ....................................................453

1310 Obstructing or hindering ASIC etc. ...............................457

Division 2—Offences generally 458

1311 General penalty provisions ............................................458

1311A Penalty for committing an offence ................................459

1311B Penalty applicable to an offence committed by an

individual.......................................................................459

1311C Penalty applicable to an offence committed by a

body corporate...............................................................460

1311D Meaning of benefit derived and detriment avoided

because of an offence ....................................................461

1311E Where is the penalty for an offence specified? ..............461

1311F If no penalty is specified................................................462

1313A Offences committed partly in and partly out of the

jurisdiction.....................................................................463

1314 Continuing offences ......................................................463

1315 Proceedings: how taken.................................................467

1316 Time for instituting criminal proceedings .....................467

1316A Privilege against self-incrimination not available

to bodies corporate in Corporations Act criminal

proceedings ...................................................................468

1317 Certain persons to assist in prosecutions .......................468

Part 9.4AAA—Protection for whistleblowers 470 1317AA Disclosures qualifying for protection under this

Part ................................................................................470

1317AB Disclosure that qualifies for protection not

actionable etc.................................................................471

1317AC Victimisation prohibited................................................472

1317AD Right to compensation...................................................473

1317AE Confidentiality requirements for company,

company officers and employees and auditors ..............473

Part 9.4A—Review by Administrative Appeals Tribunal of

certain decisions 476 1317A Definitions.....................................................................476

1317B Applications for review .................................................476

1317C Excluded decisions........................................................476

1317D Notice of reviewable decision and review rights ...........480

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Part 9.4AA—Infringement notices for alleged contraventions of

continuous disclosure provisions 482 1317DAA Definitions.....................................................................482

1317DAB Purpose and effect of this Part.......................................484

1317DAC Issue of infringement notice ..........................................485

1317DAD Statement of reasons must be given ..............................486

1317DAE Matters to be included in infringement notice ...............487

1317DAF Effect of issue and compliance with infringement

notice.............................................................................490

1317DAG Effect of failure to comply with infringement

notice.............................................................................492

1317DAH Compliance period for infringement notice...................495

1317DAI Withdrawal of infringement notice................................495

1317DAJ Publication in relation to infringement notices ..............497

Part 9.4AB—Infringement notices for other alleged

contraventions 499 1317DAM When an infringement notice may be given ..................499

1317DAN Provisions subject to an infringement notice .................499

1317DAP Matters to be included in an infringement notice ..........500

1317DAQ Payment period..............................................................502

1317DAR Extension of time to pay amount ...................................504

1317DAS Payment by instalments.................................................505

1317DAT Withdrawal of an infringement notice ...........................506

1317DAU Effect of payment of amount .........................................508

1317DAV Effect of this Part...........................................................509

Part 9.4B—Civil consequences of contravening civil penalty

provisions 510

Division 1—The Court may make declarations of contravention,

pecuniary penalty orders, relinquishment orders,

refund orders and compensation orders 510

1317E Declaration of contravention of a civil penalty

provision........................................................................510

1317F Declaration of contravention is conclusive

evidence ........................................................................519

1317G Pecuniary penalty orders ...............................................519

1317GAA Civil enforcement of pecuniary penalty order ...............521

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1317GAB Relinquishing the benefit derived and detriment

avoided from contravening a civil penalty

provision........................................................................522

1317GAC Civil enforcement of relinquishment order....................522

1317GAD Meaning of benefit derived and detriment avoided

because of a contravention of a civil penalty

provision........................................................................523

1317GA Refund orders—contravention of section 962P.............523

1317H Compensation orders—corporation/scheme civil

penalty provisions .........................................................524

1317HA Compensation orders—financial services civil

penalty provisions .........................................................525

1317HB Compensation orders—market integrity rules and

client money reporting rules ..........................................526

1317HC Compensation orders—financial benchmark rules

or compelled financial benchmark rules........................528

1317HE Compensation orders—Passport Rules..........................529

Division 2—Procedural and other matters relating to orders by

the Court 531

1317J Who may apply for a declaration or order .....................531

1317K Time limit for application for a declaration or

order ..............................................................................532

1317L Civil evidence and procedure rules for declarations

of contravention and civil penalty orders ......................532

1317M Civil proceedings after criminal proceedings ................533

1317N Criminal proceedings during civil proceedings .............533

1317P Criminal proceedings after civil proceedings ................533

1317Q Evidence given in proceedings for penalty not

admissible in criminal proceedings ...............................534

1317QA Continuing contraventions of civil penalty

provisions ......................................................................534

1317QB State of mind .................................................................535

1317QC Mistake of fact...............................................................536

1317QD Exceptions etc. to civil penalty provisions—

burden of proof..............................................................536

1317QE Civil penalty provisions contravened by

employees, agents or officers ........................................537

1317QF Preference must be given to compensate persons

who suffer damage as a result of contravention.............537

1317R ASIC requiring person to assist .....................................538

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1317S Relief from liability for contravention of civil

penalty provision ...........................................................539

Part 9.5—Powers of Courts 542 1318 Power to grant relief ......................................................542

1319 Power of Court to give directions with respect to

meetings ordered by the Court.......................................543

1322 Irregularities ..................................................................543

1323 Power of Court to prohibit payment or transfer of

money, financial products or other property..................546

1324 Injunctions.....................................................................549

1324A Provisions relating to prosecutions................................552

1324B Order to disclose information or publish

advertisements...............................................................552

1325 Other orders...................................................................553

1325A Orders if contravention of Chapter 6, 6A, 6B or 6C......556

1325B Court may order bidder to make offers..........................557

1325C Unfair or unconscionable agreements, payments or

benefits ..........................................................................557

1325D Contravention due to inadvertence etc. .........................559

1325E Orders to secure compliance .........................................559

1326 Effect of sections 1323, 1324 and 1325.........................560

1327 Power of Court to punish for contempt of Court ...........560

Part 9.6—Proceedings 561 1330 ASIC’s power to intervene in proceedings ....................561

1331 Civil proceedings not to be stayed.................................561

1332 Standard of proof...........................................................561

1333 Evidence of contravention.............................................562

1335 Costs..............................................................................562

1336 Vesting of property........................................................563

Part 9.6A—Jurisdiction and procedure of Courts 565

Division 1—Civil jurisdiction 565

Subdivision A—Preliminary 565

1337A Operation of Division....................................................565

Subdivision B—Conferral of jurisdiction 566

1337B Jurisdiction of Federal Court and State and

Territory Supreme Courts..............................................566

1337C Jurisdiction of Family Court and State Family

Courts ............................................................................567

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1337D Jurisdiction of courts (decisions to prosecute and

related criminal justice process decisions made by

Commonwealth officers) ...............................................567

1337E Jurisdiction of lower courts ...........................................569

1337F Appeals..........................................................................570

1337G Courts to act in aid of each other ...................................571

Subdivision C—Transfer of proceedings 571

1337H Transfer of proceedings by the Federal Court and

State and Territory Supreme Courts ..............................571

1337J Transfer of proceedings by Family Court and State

Family Courts................................................................573

1337K Transfer of proceedings in lower courts ........................575

1337L Further matters for a court to consider when

deciding whether to transfer a proceeding.....................576

1337M Transfer may be made at any stage................................576

1337N Transfer of documents...................................................577

1337P Conduct of proceedings.................................................577

1337Q Rights of appearance .....................................................578

1337R Limitation on appeals ....................................................578

Subdivision D—Rules of court 579

1337S Rules of the Federal Court.............................................579

1337T Rules of the Supreme Court ..........................................579

1337U Rules of the Family Court .............................................580

Division 2—Criminal jurisdiction 581

1338A Operation of Division....................................................581

1338B Jurisdiction of courts .....................................................581

1338C Laws to be applied.........................................................584

Part 9.7—Unclaimed property 585 1339 ASIC to deal with unclaimed property ..........................585

1340 No liability to pay calls on shares etc. ...........................585

1341 Entitlement to unclaimed property ................................585

1342 Commonwealth or ASIC not liable for loss or

damage ..........................................................................587

1343 Disposal of securities if whereabouts of holder

unknown........................................................................587

1343A Disposal of interests in registered scheme if

whereabouts of member unknown.................................587

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Part 9.9—Miscellaneous 589 1344 Use of ABN...................................................................589

1345A Minister may delegate prescribed functions and

powers under this Act....................................................589

1346 Non-application of rule against perpetuities to

certain schemes .............................................................590

1348 Operation of Life Insurance Act ....................................590

1349 Privilege against exposure to penalty—

disqualification etc. .......................................................590

1350 Compensation for compulsory acquisition ....................594

Part 9.10—Fees imposed by the Corporations (Fees) Act 2001

and the Corporations (Review Fees) Act 2003 595 1351 Fees are payable to the Commonwealth ........................595

1354 Lodgment of document without payment of fee............596

1355 Doing act without payment of fee .................................596

1356 Effect of sections 1354 and 1355 ..................................597

1359 Waiver and refund of fees .............................................597

1360 Debts due to the Commonwealth...................................597

1362 Payment of fee does not give right to inspect or

search ............................................................................597

Part 9.12—Regulations 598 1363 Definitions.....................................................................598

1364 Power to make regulations ............................................598

1365 Scope of particular regulations ......................................600

1366 Verifying or certifying documents ................................600

1367 Documents lodged by an agent......................................601

1367A Publication in the prescribed manner ............................601

1368 Exemptions from Chapter 6D or 7 ................................601

1369 Penalty notices...............................................................602

1369A State termination of reference........................................603

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Financial services and markets Chapter 7

Financial product disclosure and other provisions relating to issue, sale and purchase of

financial products Part 7.9

Preliminary Division 1

Section 1010A

Corporations Act 2001 1

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Chapter 7—Financial services and markets

Part 7.9—Financial product disclosure and other

provisions relating to issue, sale and

purchase of financial products

Division 1—Preliminary

1010A Part generally does not apply to securities

(1) Apart from section 1017F and Divisions 5A, 5B, 5C and 6 (and

provisions of Division 7 that apply in relation to that section or

provisions of those Divisions), nothing in this Part applies in

relation to securities.

Note: Chapters 6CA and 6D provide for disclosure in relation to securities.

(2) Apart from section 1017F and Divisions 5A, 5B and 6, nothing in

this Part applies in relation to debentures, stocks or bonds issued or

proposed to be issued by a government.

Note: These financial products are not securities within the meaning of

section 761A.

1010B Part does not apply to financial products not issued in the

course of a business

(1) Apart from Division 5A, nothing in this Part applies in relation to a

financial product that is not or was not issued, or that will not be

issued, in the course of a business of issuing financial products.

(2) For this purpose, the issue of:

(a) any managed investment product; or

(aa) any foreign passport fund product; or

(b) any superannuation product;

is taken to occur in the course of a business of issuing financial

products.

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Chapter 7 Financial services and markets

Part 7.9 Financial product disclosure and other provisions relating to issue, sale and

purchase of financial products

Division 1 Preliminary

Section 1010BA

2 Corporations Act 2001

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1010BA Part does not apply to contribution plans

Apart from section 1017F and Divisions 5A and 6 (and provisions

of Division 7 that apply in relation to that section or provisions of

those Divisions), nothing in this Part applies in relation to

contribution plans.

1010C Special provisions about meaning of sale and offer

(1) For the purposes of this Part, a reference to a sale or purchase of a

financial product is a reference to a sale of the product by, or a

purchase of the product from, a person who has (whether by issue

or otherwise) acquired the product. The issue of a financial product

is not a sale of the financial product.

(2) For the purposes of this Part:

(a) a reference to offering to issue a financial product includes a

reference to inviting an application for the issue of the

financial product; and

(b) a reference to offering to sell a financial product includes a

reference to inviting an offer to purchase the financial

product.

1010D General approach to offence provisions

Division 7 contains provisions creating offences by reference to

various rules contained in Divisions of this Part. However, it does

not create all the offences relating to those rules, as some offences

are created by subsection 1311(1). Where offences are created by

subsection 1311(1) in relation to a rule, this is indicated by a note

at the end of the provision containing the rule.

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Financial product disclosure and other provisions relating to issue, sale and purchase of

financial products Part 7.9

Product Disclosure Statements Division 2

Section 1011A

Corporations Act 2001 3

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Division 2—Product Disclosure Statements

Subdivision A—Preliminary

1011A Jurisdictional scope of Division

(1) Subject to subsection (2), sections 1012A, 1012B and 1012C only

apply in relation to offers and recommendations referred to in those

sections that are received in this jurisdiction.

(2) Section 1012B also applies in relation to issues referred to in

subparagraph 1012B(3)(a)(iii) that are made in this jurisdiction.

(3) The regulations may make provision dealing with the jurisdictional

scope of some or all of the other provisions of this Division. The

other provisions of this Division have effect subject to any such

regulations.

1011B Definitions

In this Division:

issue Statement has the meaning given by subsection 1013A(1).

offer has a meaning affected by sections 1010C and 1011C.

regulated person, in relation to a financial product, means:

(a) an issuer of the financial product; or

(b) a seller of the financial product if the sale takes place in

circumstances described in subsection 1012C(5), (6) or (8)

(secondary sales that require a Product Disclosure

Statement); or

(d) any authorised representative of a financial services licensee;

(f) any person who is not required to hold an Australian

financial services licence because the person is covered by:

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Chapter 7 Financial services and markets

Part 7.9 Financial product disclosure and other provisions relating to issue, sale and

purchase of financial products

Division 2 Product Disclosure Statements

Section 1011C

4 Corporations Act 2001

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(i) paragraph 911A(2)(j); or

(ii) an exemption in regulations made for the purposes of

paragraph 911A(2)(k); or

(iii) an exemption specified by ASIC for the purposes of

paragraph 911A(2)(n( � or

(g) any person who is required to hold an Australian financial

services licence but who does not hold such a licence.

responsible person for a Product Disclosure Statement has the

meaning given by subsection 1013A(3).

sale has a meaning affected by section 1010C.

sale Statement has the meaning given by subsection 1013A(2).

1011C Treatment of offers of options over financial products

For the purposes of this Division:

(a) an offer of an option over a financial product is not to be

taken to be an offer of the underlying financial product; and

(b) the grant of an option without an offer of the option is taken

to be an offer of the option; and

financial product constituted by the option.

Subdivision B—Requirement for a Product Disclosure

Statement to be given

1012A Obligation to give Product Disclosure Statement—personal

advice recommending particular financial product

Section sets out recommendation situation in which Product

Disclosure Statement required

(1) This section sets out the situations in which giving financial

product advice that consists of, or includes, a recommendation to

acquire a financial product gives rise to an obligation on a

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Financial product disclosure and other provisions relating to issue, sale and purchase of

financial products Part 7.9

Product Disclosure Statements Division 2

Section 1012A

Corporations Act 2001 5

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regulated person to give another person a Product Disclosure

Statement for the product.

(2) For the purposes of this Division:

(a) each of the situations is a recommendation situation; and

(b) the relevant conduct for that situation is the making of the

recommendation; and

is provided.

Personal advice recommending a particular financial product

(3) A regulated person must give a person a Product Disclosure

Statement for a financial product if:

(a) the regulated person provides financial product advice to the

person that consists of, or includes, a recommendation that

the person acquire the financial product; and

(b) the person would acquire the financial product by way of:

(i) the issue of the product to the person (rather than the

transfer of the product to the person); or

(ii) the transfer of the product to the person in

circumstances described in subsection 1012C(5), (6) or

(8) (secondary sales that require a Product Disclosure

Statement); and

retail client; and

(d) the financial product advice is personal advice to the client.

The Product Disclosure Statement must be given at or before the

time when the regulated person provides the advice and must be

given in accordance with this Division.

This section has effect subject to other provisions

(4) This section has effect subject to sections 1012D, 1012DA, 1012E,

1012F, 1012G and 1014E.

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Chapter 7 Financial services and markets

Part 7.9 Financial product disclosure and other provisions relating to issue, sale and

purchase of financial products

Division 2 Product Disclosure Statements

Section 1012B

6 Corporations Act 2001

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Civil liability

(5) A person contravenes this subsection if the person contravenes this

section.

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

1012B Obligation to give Product Disclosure Statement—situations

related to issue of financial products

Section sets out issue situations in which Product Disclosure

Statement required

(1) This section sets out situations in which:

(a) an offer relating to the issue of a financial product; or

(b) the issue of a financial product;

gives rise to an obligation on a regulated person to give another

person a Product Disclosure Statement for the product.

(2) For the purposes of this Division:

(a) each of the situations is an issue situation; and

(b) the relevant conduct for that situation is the conduct by the

regulated person that gives rise to the obligation to give the

Product Disclosure Statement; and

financial product is to be or is issued.

The main issue situations

(3) A regulated person must give a person a Product Disclosure

Statement for a financial product if:

(a) the regulated person:

(i) offers to issue the financial product to the person; or

(ii) offers to arrange for the issue of the financial product to

the person; or

(iii) issues the financial product to the person in

circumstances in which there are reasonable grounds to

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Financial product disclosure and other provisions relating to issue, sale and purchase of

financial products Part 7.9

Product Disclosure Statements Division 2

Section 1012B

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believe that the person has not been given a Product

Disclosure Statement for the product; and

(b) the financial product is, or is to be, issued to the person as a

retail client.

The Product Disclosure Statement must be given at or before the

time when the regulated person makes the offer, or issues the

financial product, to the person and must be given in accordance

with this Division.

Note: If a Product Disclosure Statement is given when the offer is made, it

will not need to be given again when the product is issued to the

person (see subsection 1012D(1)) unless the Product Disclosure

Statement that was given is no longer up to date.

Receiving offer to acquire financial product

(4) A regulated person must give a person a Product Disclosure

Statement for a financial product if:

(a) the person makes an offer to the regulated person to acquire

the financial product; and

(b) the person would acquire the financial product by way of the

issue of the product to the person (rather than the transfer of

the product to the person); and

client.

The Product Disclosure Statement must be given to the person

before the person becomes bound by a legal obligation to acquire

the financial product pursuant to the offer and must be given in

accordance with this Division.

This section has effect subject to other provisions

(5) This section has effect subject to sections 1012D, 1012DAA,

1012E, 1012F, 1012G and 1014E.

Civil liability

(6) A person contravenes this subsection if the person contravenes this

section.

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Part 7.9 Financial product disclosure and other provisions relating to issue, sale and

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Division 2 Product Disclosure Statements

Section 1012C

8 Corporations Act 2001

Compilation No. 94 Compilation date: 6/4/19 Registered: 14/5/19

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

1012C Obligation to give Product Disclosure Statement—offers

related to sale of financial products

Section sets out sale situations in which Product Disclosure

Statement required

(1) This section sets out situations in which an offer relating to the sale

of a financial product gives rise to an obligation on a regulated

person to give another person a Product Disclosure Statement for

the product.

(2) For the purposes of this Division:

(a) each of the situations is a sale situation; and

(b) the relevant conduct for that situation is the offer; and

is to be sold.

Sale offers that require a Product Disclosure Statement

(3) A regulated person must give a person a Product Disclosure

Statement for a financial product if:

(a) the regulated person offers to sell the financial product to the

person; and

(b) a sale of the product to the person pursuant to the offer would

take place in circumstances covered by subsection (5), (6) or

(8); and

client.

The Product Disclosure Statement must be given at or before the

time when the regulated person makes the offer and must be given

in accordance with this Division.

(4) A regulated person must give a person a Product Disclosure

Statement for a financial product if:

(a) the person makes an offer to the regulated person to acquire

the financial product; and

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(b) the person would acquire the financial product by way of the

transfer of the product to the person; and

take place in the circumstances described in subsection (5),

(6) or (8); and

(d) the financial product is to be sold to the person as a retail

client.

The Product Disclosure Statement must be given to the person

before the person becomes bound by a legal obligation to acquire

the financial product pursuant to the offer and must be given in

accordance with this Division.

Off-market sale by controller

(5) This subsection covers the circumstances in which:

(a) the seller controls the issuer of the financial product; and

(b) either:

(i) the product is not able to be traded on any licensed

market; or

(ii) although the product is able to be traded on a licensed

market, the offer is not made in the ordinary course of

trading on a licensed market.

Note: See section 50AA for when a person controls a body.

Sale amounting to indirect issue

(6) This subsection covers the circumstances in which:

(a) the offer is made within 12 months after the issue of the

financial product; and

(b) the product was issued without a Product Disclosure

Statement for the product being prepared; and

(i) the issuer issued the product with the purpose of the

person to whom it was issued selling or transferring the

product, or granting, issuing or transferring interests in,

or options or warrants over, the product; or

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Division 2 Product Disclosure Statements

Section 1012C

10 Corporations Act 2001

Compilation No. 94 Compilation date: 6/4/19 Registered: 14/5/19

(ii) the person to whom the product was issued acquired it

with the purpose of selling or transferring the product,

or granting, issuing or transferring interests in, or

options or warrants over, the product.

The purpose test in subsection (6)

(7) For the purposes of subsection (6):

(a) a financial product is taken to be:

(i) issued with the purpose referred to in

subparagraph (6)(c)(i); or

(ii) acquired with the purpose referred to in

subparagraph (6)(c)(ii);

if there are reasonable grounds for concluding that the

product was issued or acquired with that purpose (whether or

not there were or may have been other purposes for the issue

or acquisition); and

(b) without limiting paragraph (a), a financial product is taken to

be:

(i) issued with the purpose referred to in

subparagraph (6)(c)(i); or

(ii) acquired with the purpose referred to in

subparagraph (6)(c)(ii);

if the financial product, or any financial product of the same

kind that was issued at the same time, is subsequently sold,

or offered for sale, within 12 months after issue, unless it is

proved that the circumstances of the issue and the subsequent

sale or offer are not such as to give rise to reasonable grounds

for concluding that the product was issued or acquired with

that purpose.

Sale amounting to indirect off-market sale by controller

(8) This subsection covers the circumstances in which:

(a) the offer is made within 12 months after the sale of the

financial product by a person (the controller) who controlled

the issuer of the product at the time of the sale; and

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(b) either:

(i) at the time of the sale by the controller, the product was

not able to be traded on any licensed market; or

(ii) although the product was able to be traded on a licensed

market at that time, the sale by the controller did not

occur in the ordinary course of trading on a licensed

market; and

behalf of, the controller before the sale of the product by the

controller; and

(d) either:

(i) the controller sold the product with the purpose of the

person to whom it was sold selling or transferring the

product, or granting, issuing or transferring interests in,

or options or warrants over, the product; or

(ii) the person to whom the controller sold the product

acquired it with the purpose of selling or transferring the

product, or granting, issuing or transferring interests in,

or options or warrants over, the product.

Note: See section 50AA for when a person controls a body.

The purpose test in subsection (8)

(9) For the purposes of subsection (8):

(a) a financial product is taken to be:

(i) sold with the purpose referred to in

subparagraph (8)(d)(i); or

(ii) acquired with the purpose referred to in

subparagraph (8)(d)(ii);

if there are reasonable grounds for concluding that the

product was sold or acquired with that purpose (whether or

not there were or may have been other purposes for the sale

or acquisition); and

(b) without limiting paragraph (a), a financial product is taken to

be:

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Division 2 Product Disclosure Statements

Section 1012D

12 Corporations Act 2001

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(i) sold with the purpose referred to in

subparagraph (8)(d)(i); or

(ii) acquired with the purpose referred to in

subparagraph (8)(d)(ii);

if the financial product, or any financial product of the same

kind that was sold by the controller at the same time, is

subsequently sold, or offered for sale, within 12 months after

issue, unless it is proved that the circumstances of the initial

sale and the subsequent sale or offer are not such as to give

rise to reasonable grounds for concluding that the product

was sold or acquired (in the initial sale) with that purpose.

This section has effect subject to other provisions

(10) This section has effect subject to sections 1012D, 1012DA, 1012E

and 1014E.

Civil liability

(11) A person contravenes this subsection if the person contravenes this

section.

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

1012D Situations in which Product Disclosure Statement is not

required

Recommendation, issue or sale situation—client has already

received an up to date Product Disclosure Statement

(1) In a recommendation situation, issue situation or sale situation, the

regulated person does not have to give the client a Product

Disclosure Statement if:

(a) the client has already received a Product Disclosure

Statement that contains all of the information that the

first-mentioned Product Disclosure Statement would be

required to contain; or

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(b) the regulated person believes on reasonable grounds that

paragraph (a) applies.

Recommendation, issue or sale situation—client has or has access

to up to date information

(2) In a recommendation situation, issue situation or sale situation, the

regulated person does not have to give the client a Product

Disclosure Statement for the financial product if:

(a) the client already holds a financial product of the same kind;

and

(b) the regulated person believes on reasonable grounds that the

client has received, or has, and knows that they have, access

to, all of the information that the first-mentioned Product

Disclosure Statement would be required to contain through:

(i) a Product Disclosure Statement; and

(ii) information provided to the client under section 1017B,

1017C or 1017D or through continuous disclosure under

Chapter 6CA.

Note: Paragraph (a)—see subsection (10).

Recommendation or issue situation—interests in self managed

superannuation funds

(2A) In a recommendation situation or issue situation, the regulated

person does not have to give the client a Product Disclosure

Statement for the financial product if:

(a) the financial product is an interest in a self managed

superannuation fund; and

(b) the regulated person believes on reasonable grounds that the

client has received, or has, and knows that they have, access

to, all of the information that the Product Disclosure

Statement would be required to contain.

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Division 2 Product Disclosure Statements

Section 1012D

14 Corporations Act 2001

Compilation No. 94 Compilation date: 6/4/19 Registered: 14/5/19

Recommendation, issue or sale situation—no information required

to be in Product Disclosure Statement

(2B) In a recommendation situation, issue situation or sale situation, the

regulated person does not have to give the client a Product

Disclosure Statement for the financial product if, because of

section 1013F, no information would be required to be included in

the Statement.

Recommendation or issue situation—certain offers to present

holders

(3) In a recommendation situation or issue situation, the regulated

person does not have to give the client a Product Disclosure

Statement for the financial product if:

(a) the client already holds a financial product of the same kind;

and

(b) either:

(i) in a recommendation situation—the advice that

constitutes the relevant conduct relates to an offer made

under a distribution reinvestment plan or switching

facility; or

(ii) in an issue situation—the offer or issue that constitutes

the relevant conduct is made under a distribution

reinvestment plan or switching facility.

Note: Paragraph (a)—see subsection (10).

Recommendation, issue or sale situation—no consideration to be

provided

(5) In a recommendation situation, an issue situation or a sale

situation, the regulated person does not have to give the client a

Product Disclosure Statement if:

(a) no consideration is to be provided for the issue or sale of the

financial product; and

(b) the financial product is not an option and is:

(i) a managed investment product; or

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(ia) a foreign passport fund product; or

(ii) a financial product of a kind prescribed by regulations

made for the purposes of this subparagraph.

(6) In a recommendation situation, an issue situation or a sale

situation, the regulated person does not have to give the client a

Product Disclosure Statement if:

(a) the financial product is an option; and

(b) no consideration is to be provided for the issue or sale of the

financial product; and

financial product on the exercise of the option.

Issue or sale situation—takeovers

(7) In an issue situation or a sale situation, the regulated person does

not have to give the client a Product Disclosure Statement if:

(a) the financial product is:

(i) a managed investment product; or

(ia) a foreign passport fund product; or

(ii) an option to acquire, by way of transfer, a share in a

body, a debenture of a body or a legal or equitable right

or interest in a share in a body or a debenture of a body;

and

(b) the offer that constitutes the relevant conduct is made as

consideration for an offer made under a takeover bid under

Chapter 6; and

Note: Although a Product Disclosure Statement is not needed, disclosures

must be made in the bidder’s document under section 636.

Recommendation, issue or sale situation—responsible entity an

exempt body

(8) In a recommendation situation, an issue situation or a sale

situation, the regulated person does not have to give the client a

Product Disclosure Statement if:

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Division 2 Product Disclosure Statements

Section 1012D

16 Corporations Act 2001

Compilation No. 94 Compilation date: 6/4/19 Registered: 14/5/19

(a) the financial product is a financial product described in

paragraph 764A(1)(ba) (which relates to certain managed

investment schemes that are not registered schemes); and

(b) the holder of the office (by whatever name it is known), in

relation to the managed investment scheme, that corresponds

most closely to the office of responsible entity of a registered

scheme is an exempt body; and

situation—either:

(i) the recommendation that constitutes the relevant

conduct relates to an offer made by the office holder

referred to in paragraph (b); or

(ii) the offer that constitutes the relevant conduct is made by

or to the office holder referred to in paragraph (b).

Note 1: Section 66A defines exempt body.

Note 2: In the case of a sale situation, there is no additional requirement

equivalent to paragraph (c).

Recommendation or issue situation—interim contracts of insurance

(9) In a recommendation situation or an issue situation, the regulated

person does not have to give the client a Product Disclosure

Statement if the financial product is an interim contract of

insurance (as defined in subsection 11(2) of the Insurance

Contracts Act 1984).

Note: This does not detract from the obligation to give a Product Disclosure

Statement relating to any contract of insurance that replaces or

supersedes the interim contract.

Recommendation, issue or sale situation—client is associated with

registered scheme

(9A) In a recommendation situation, an issue situation or a sale

situation, the regulated person does not have to give the client a

Product Disclosure Statement if:

(a) the financial product is a managed investment product; and

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(b) the client is associated (within the meaning of

subsection (9B)) with the scheme’s responsible entity.

(9B) For the purposes of subsection (9A), the client is associated with

the scheme’s responsible entity if the client is:

(a) a senior manager of the responsible entity or of a related

body corporate; or

(b) a spouse, parent, child, brother or sister of a person who is a

senior manager of the responsible entity or a related body

corporate; or

paragraph (a) or (b).

Recommendation, issue or sale situation—client is associated with

a notified foreign passport fund

(9C) In a recommendation situation, an issue situation or a sale

situation, the regulated person does not have to give the client a

Product Disclosure Statement if:

(a) the financial product is a foreign passport fund product; and

(b) the client is associated (within the meaning of

subsection (9D)) with the fund’s operator.

(9D) For the purposes of subsection (9C), the client is associated with

the fund’s operator if the client is:

(a) a senior manager of the operator or of a related body

corporate; or

(b) a spouse, parent, child, brother or sister of a person who is a

senior manager of the operator or a related body corporate; or

paragraph (a) or (b).

Interpretation

(10) For the purposes of this section:

(a) a financial product (other than a managed investment

product, a foreign passport fund product or a superannuation

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Section 1012DAA

18 Corporations Act 2001

Compilation No. 94 Compilation date: 6/4/19 Registered: 14/5/19

product) is of the same kind as another financial product only

if they are both issued:

(i) by the same issuer; and

(ii) on the same terms and conditions (other than price); and

(b) a managed investment product, a foreign passport fund

product or a superannuation product is of the same kind as

another product only if the other product is an interest in the

same scheme or fund; and

Statement would be required to contain includes a reference

to information that would be required to be in any statement

that the Product Disclosure Statement would be required to

contain.

1012DAA Rights issues for which Product Disclosure Statement is

not required

(1) In a recommendation situation or issue situation, the regulated

person does not have to give the client a Product Disclosure

Statement if:

(a) but for subsection (2), the regulated person would be required

by section 1012B to give a Product Disclosure Statement for

the transfer or issue of a financial product (the relevant

product); and

(b) a determination under subsection (3) was not in force in

relation to the issuer of the relevant product at the time when

the relevant product was issued.

Conditions required for rights issue

(2) The regulated person does not have to give the client a Product

Disclosure Statement if:

(a) the relevant product is being offered under a rights issue; and

(b) the class of the relevant product are quoted securities at the

time at which the offer is made; and

financial market on which they are quoted was not suspended

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Corporations Act 2001 19

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for more than a total of 5 days during the shorter of the

following periods:

(i) the period during which the class of the relevant product

is quoted;

(ii) the period of 12 months before the day on which the

offer is made; and

(d) no exemption under section 111AS or 111AT covered the

issuer of the relevant product, or any person as director or

auditor of the issuer, at any time during the relevant period

referred to in paragraph (c); and

(e) no order under section 340, 340A, 341 or 341A covered the

issuer of the relevant product, or any person as director or

auditor of the issuer, at any time during the relevant period

referred to in paragraph (c); and

(f) the issuer of the relevant product gives the relevant market

operator for the issuer a written notice that complies with

subsection (7) within the 24 hour period before the relevant

conduct occurs.

Determination by ASIC

(3) ASIC may make a determination under this subsection if ASIC is

satisfied that in the previous 12 months the issuer of the relevant

product contravened any of the following provisions:

(a) the provisions of Chapter 2M as they apply to the registered

scheme in which the relevant product is an interest;

(aa) the provisions of Chapter 2M as they apply to the notified

foreign passport fund in which the relevant product is an

interest;

(b) section 674 or 675 as it applies to the registered scheme in

which the relevant product is an interest;

(ba) section 674 or 675 as it applies to the notified foreign

passport fund in which the relevant product is an interest;

(d) subsection (10) of this section;

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Division 2 Product Disclosure Statements

Section 1012DAA

20 Corporations Act 2001

Compilation No. 94 Compilation date: 6/4/19 Registered: 14/5/19

(e) section 1308 as it applies to a notice under subsection (2) of

this section.

(4) The determination must be made in writing and a copy must be

published in the Gazette as soon as practicable after the

determination is made.

(5) The determination made under subsection (3) is not a legislative

instrument.

(6) A failure to publish a copy of the determination does not affect the

validity of the determination.

Requirements for notice

(7) A notice complies with this subsection if the notice:

(a) states that the relevant product was issued without a Product

Disclosure Statement for the relevant product being prepared;

and

(b) states that the notice is being given under paragraph (2)(f);

and

product is subject to regular reporting and disclosure

obligations; and

(d) if the relevant product is a managed investment product—

states that, as at the date of the notice, the issuer of the

relevant product has complied with:

(i) the provisions of Chapter 2M as they apply to the

registered scheme in which the relevant product is an

interest; and

(ii) section 674 as it applies to that registered scheme; and

(da) if the relevant product is a foreign passport fund product—

states that, as at the date of the notice, the issuer of the

relevant product has complied with:

(i) the provisions of Chapter 2M as they apply to the fund

in which the relevant product is an interest; and

(ii) section 674 as it applies to that fund; and

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(e) sets out any information that is excluded information as at the

date of the notice (see subsections (8) and (9)); and

(f) states:

(i) the potential effect the issue of the relevant product will

have on the control of the body; and

(ii) the consequences of that effect.

Note 1: A person is taken not to contravene section 1021C if a notice purports

to comply with this subsection but does not actually comply with this

subsection: see subsection 1021C(5).

Note 2: A notice must not be false or misleading in a material particular, or

omit anything that would render it misleading in a material respect:

see sections 1308 and 1309. The issuer has an obligation to correct a

defective notice: see subsection (10) of this section.

(8) For the purposes of subsection (7), excluded information is

information:

(a) that has been excluded from a continuous disclosure notice in

accordance with the listing rules of the relevant market

operator to whom that notice is required to be given; and

(b) that a person would reasonably require for the purpose of

making a decision, as a retail client, whether to acquire the

relevant product.

(9) The notice given under subsection (2) must contain any excluded

information only to the extent to which it is reasonable for a person

considering, as a retail client, whether to acquire the relevant

product to expect to find the information in a Product Disclosure

Statement.

Obligation to correct defective notice

(10) The issuer of the relevant product contravenes this subsection if:

(a) the notice given under subsection (2) is defective; and

(b) the issuer becomes aware of the defect in the notice within 12

months after the relevant product is issued; and

aware of the defect, give the relevant market operator a

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Section 1012DA

22 Corporations Act 2001

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notice that sets out the information necessary to correct the

defect.

(11) For the purposes of subsection (10), the notice under subsection (2)

is defective if the notice:

(a) does not comply with paragraph (2)(f); or

(b) is false or misleading in a material particular; or

renders the notice misleading in a material respect.

1012DA Product Disclosure Statement not required for sale

amounting to indirect issue

Product Disclosure Statement not required

(1) In a recommendation situation or sale situation, the regulated

person does not have to give the client a Product Disclosure

Statement if:

(a) but for subsection (5), (11) or (12), the regulated person

would be required by section 1012A or 1012C to give a

Product Disclosure Statement for the relevant product; and

(b) the transfer or sale of the financial product (the relevant

product) to the client would take place in circumstances

covered by subsection 1012C(6); and

purpose referred to in subparagraph 1012C(6)(c)(i); and

(d) a determination under subsection (2) was not in force in

relation to the issuer of the relevant product at the time when

the relevant product was issued.

(1A) In a recommendation situation or sale situation, the regulated

person does not have to give the client a Product Disclosure

Statement if:

(a) but for subsection (5), the regulated person would be required

by section 1012C to give a Product Disclosure Statement for

the transfer or sale of the financial product (the relevant

product); and

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(b) the transfer or sale of the relevant product to the client would

take place in circumstances covered by subsection 1012C(8);

and

purpose referred to in subparagraph 1012C(8)(d)(i); and

(d) a determination under subsection (2) was not in force in

relation to the issuer of the relevant product at the time when

the relevant product was issued.

Determination by ASIC

(2) ASIC may make a determination under this subsection if ASIC is

satisfied that in the previous 12 months the issuer of the relevant

product contravened any of the following provisions:

(a) the provisions of Chapter 2M as they apply to:

(i) the issuer; or

(ii) if the relevant product is an interest in a registered

scheme—the scheme; or

(iii) if the relevant product is an interest in a notified foreign

passport fund—the fund;

(b) section 674 or 675 as it applies to:

(i) the issuer; or

(ii) if the relevant product is an interest in a registered

scheme—the scheme; or

(iii) if the relevant product is an interest in a notified foreign

passport fund—the fund;

(d) subsection (9) of this section;

(e) section 1308 as it applies to a notice under subsection (5) of

this section.

(3) The determination must be made in writing and a copy must be

published in the Gazette as soon as practicable after the

determination is made.

(4) A failure to publish a copy of the determination does not affect the

validity of the determination.

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Section 1012DA

24 Corporations Act 2001

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Transfer or sale of quoted securities—case 1

(5) The regulated person does not have to give the client a Product

Disclosure Statement if:

(a) the relevant product is in a class of financial products that

were quoted securities at all times in the 3 months before the

day on which the relevant product was issued; and

(b) trading in that class of financial products on a prescribed

financial market on which they were quoted was not

suspended for more than a total of 5 days during the shorter

of the period during which the class of financial product was

quoted, and the period of 12 months before the day on which

the relevant product was issued; and

issue of the relevant product, or any person as director or

auditor of the issuer, at any time during the relevant period

referred to in paragraph (b); and

(d) no order under section 340, 340A, 341 or 341A covered the

issuer of the relevant product, or any person as director or

auditor of the issuer, at any time during the relevant period

referred to in paragraph (b); and

(e) either:

(i) if the regulated person is not required under

subsection (1) to give a Product Disclosure Statement—

the issuer of the relevant product gives the relevant

market operator for the issuer a written notice that

complies with subsection (6) before the relevant

conduct occurs; or

(ii) if the regulated person is not required under

subsection (1A) to give a Product Disclosure

Statement—both the issuer of the relevant product, and

the controller, give the relevant market operator for the

issuer a written notice that complies with subsection (6)

before the relevant conduct occurs.

(6) A notice complies with this subsection if the notice:

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(a) is given within 5 business days after the day on which the

relevant product was issued; and

(b) states that the relevant product was issued without a Product

Disclosure Statement for the relevant product being prepared;

and

(d) states that, as a disclosing entity, the issuer of the relevant

product is subject to regular reporting and disclosure

obligations; and

(e) states that, as at the date of the notice, the issuer of the

relevant product has complied with the provisions of

Chapter 2M, and of section 674, as those provisions apply to:

(i) the issuer; or

(ii) if the relevant product is an interest in a registered

scheme—the scheme; or

(iii) if the relevant product is an interest is a notified foreign

passport fund—the fund; and

(f) sets out any information that is excluded information as at the

date of the notice (see subsections (7) and (8)).

Note 1: A person is taken not to contravene section 1021C if a notice purports

to comply with this subsection but does not actually comply with this

subsection: see subsection 1021C(5).

Note 2: A notice must not be false or misleading in a material particular, or

omit anything that would render it misleading in a material respect:

see sections 1308 and 1309. The issuer has an obligation to correct a

defective notice: see subsection (9) of this section.

(7) For the purposes of subsection (6), excluded information is

information:

(a) that has been excluded from a continuous disclosure notice in

accordance with the listing rules of the relevant market

operator to whom that notice is required to be given; and

(b) that a person would reasonably require for the purpose of

making a decision, as a retail client, whether to acquire the

relevant product.

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Section 1012DA

26 Corporations Act 2001

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(8) The notice given under subsection (5) must contain any excluded

information only to the extent to which it is reasonable for a person

considering, as a retail client, whether to acquire the relevant

product to expect to find the information in a Product Disclosure

Statement.

Obligation to correct defective notice

(9) The issuer of the relevant product contravenes this subsection if:

(a) the notice given under subsection (5) is defective; and

(b) the issuer becomes aware of the defect in the notice within 12

months after the relevant product is issued; and

aware of the defect, give the relevant market operator a

notice that sets out the information necessary to correct the

defect.

(10) For the purposes of subsection (9), the notice under subsection (5)

is defective if the notice:

(a) does not comply with paragraph (6)(f); or

(b) is false or misleading in a material particular; or

renders the notice misleading in a material respect.

Transfer or sale of quoted securities—case 2

(11) The regulated person does not have to give the client a Product

Disclosure Statement if:

(a) the relevant product is in a class of financial products that are

quoted securities of the issuer; and

(b) either:

(i) a Product Disclosure Statement required to be given by

section 1012B is lodged with ASIC on or after the day

on which the relevant product is issued but before the

day on which the relevant conduct occurs; or

(ii) a Product Disclosure Statement required to be given by

section 1012B is lodged with ASIC before the day on

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which the relevant product is issued and, on the day on

which the relevant product is issued, the Product

Disclosure Statement is still being used by the issuer of

the relevant product for offers of financial products in

the same class of financial products as the relevant

product; and

the issuer of the relevant product that is in the same class of

financial products as the relevant product.

Transfer or sale of quoted securities—case 3

(12) The regulated person does not have to give the client a Product

Disclosure Statement if:

(a) a Product Disclosure Statement for a financial product was

given under section 1012B; and

(b) the relevant product was issued to:

(i) a person (the underwriter) named in that Product

Disclosure Statement as an underwriter of the issue of

the financial product; or

(ii) a person nominated by the underwriter; and

person nominated by the underwriter, at or about the time

that persons who applied for the financial product under that

Product Disclosure Statement were issued with that product;

and

(d) the relevant product is in a class of financial products that

were quoted securities of the issuer.

1012E Small scale offerings of managed investment and other

prescribed financial products (20 issues or sales in 12

months)

(1) This section applies only to financial products that are:

(a) managed investment products; or

(b) financial products of a kind prescribed by regulations made

for the purposes of this paragraph.

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Section 1012E

28 Corporations Act 2001

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(2) Personal offers of financial products do not need a Product

Disclosure Statement under this Part if:

(a) all of the financial products are issued by the same person

(the issuer); and

(b) none of the offers results in a breach of the 20 purchasers

ceiling (see subsections (6) and (7)); and

(see subsections (6) and (7)).

(3) Subsection (2) does not apply to an offer to which

subsection 1012C(6) (sale amounting to indirect issue) or (8) (sale

amounting to indirect sale by controller) applies.

Note: Under section 1012K, ASIC may make a determination aggregating

the transactions of bodies that ASIC considers to be closely related.

(4) If subsection (2) applies to an offer of a financial product, a

recommendation to a person to acquire a financial product in

response to a personal offer of that kind does not need a Product

Disclosure Statement under this Part.

(5) For the purposes of subsections (2) and (4), a personal offer is one

that:

(a) may only be accepted by the person to whom it is made; and

(b) is made to a person who is likely to be interested in the offer,

having regard to:

(i) previous contact between the person making the offer

and that person; or

(ii) some professional or other connection between the

person making the offer and that person; or

(iii) statements or actions by that person that indicate that

they are interested in offers of that kind.

(6) An offer to issue, or arrange for the issue of, a financial product:

(a) results in a breach of the 20 purchasers ceiling if it results in

the number of people to whom the issuer has issued financial

products exceeding 20 in any 12 month period; and

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(b) results in a breach of the $2 million ceiling if it results in the

amount raised by the issuer from issuing financial products

exceeding $2 million in any 12 month period.

(7) An offer by a person to sell a financial product:

(a) results in a breach of the 20 purchasers ceiling if it results in

the number of people to whom the person sells financial

products issued by the issuer of that financial product

exceeding 20 in any 12 month period; and

(b) results in a breach of the $2 million ceiling if it results in the

amount raised by the person from selling financial products

issued by the issuer of that financial product exceeding $2

million in any 12 month period.

(8) In counting issues and sales of the financial products issued by the

issuer, and the amount raised from issues and sales, for the

purposes of subsection (2), disregard issues and sales that result

from offers that:

(a) do not need a Product Disclosure Statement (otherwise than

because of this section); or

(b) are made under a Product Disclosure Statement.

Note: Also see provisions on restrictions on advertising (section 1018A) and

the anti-hawking provisions in section 992A.

(9) In counting issues and sales of the financial products issued by the

issuer, and the amount raised from issues and sales, for the

purposes of subsection (2), disregard any issues and sales made by

a body if:

(a) the body was a managed investment scheme (but not a

registered scheme) at the time that the offer of interests in the

scheme that resulted in the issues or sales was made; and

(b) the body became a registered scheme within 12 months after

that offer was made; and

Statement (otherwise than because of this section) if the

managed investment scheme had been a registered scheme at

the time that the offer was made.

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Section 1012F

30 Corporations Act 2001

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(10) In working out the amount of money raised by the issuer from

issuing financial products, include the following:

(a) the amount payable for the financial products at the time

when they are issued;

(b) if the financial product is an option—any amount payable on

the exercise of the option;

product into other financial products—any amount payable

on the exercise of that right.

(11) If a person relies on subsection (2) to make offers of financial

products without a Product Disclosure Statement under this Part,

the person must not issue, arrange for the issue of, or transfer,

financial products without a Product Disclosure Statement under

this Part if the issue or transfer would result in a breach of the 20

purchasers ceiling or the $2 million ceiling (see subsections (6),

(7), (8), (9) and (10)).

(12) For the purposes of this section, an offer of a financial product is

an offer to:

(a) issue the financial product; or

(b) arrange for the issue of the financial product; or

1012F Product Disclosure Statement for certain superannuation

products may be provided later

In a recommendation situation or an issue situation in which the

financial product is a superannuation product of a kind specified in

regulations made for the purposes of this section, the regulated

person:

(a) need not give the client the Product Disclosure Statement at

or before the time when it would otherwise be required to be

given; and

(b) must give the client the Product Disclosure Statement as soon

as is reasonably practicable and in any event within 3 months

after the product is issued to the client; and

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all if the client ceases to be a member of the superannuation

fund concerned before the regulated person is required to

give the Product Disclosure Statement under paragraph (b).

1012G Product Disclosure Statement may sometimes be provided

later

(1) The regulated person may deal with a financial product under this

section only if:

(a) the financial product is one for which an application form is

not required under section 1016A and section 1019B (cooling

off period) will apply if the client enters into a legal

obligation to acquire the product pursuant to the

recommendation or offer that constitutes the relevant

conduct; or

(b) the financial product is:

(i) a basic deposit product; or

(ii) a facility for making non-cash payments (see

section 763D) that is related to a basic deposit product;

(iii) a financial product of a kind prescribed by regulations

made for the purposes of this subparagraph.

(2) In a recommendation situation or an issue situation, the regulated

person need not give the client a Product Disclosure Statement for

the financial product at or before the time when it would otherwise

be required to be given if:

(a) the client expressly instructs the regulated person that they

require:

(i) in a recommendation situation—the advice constituting

the recommendation; or

(ii) in an issue situation—the financial product;

to be provided or issued immediately, or by a specified time;

and

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Section 1012G

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(b) it is not reasonably practicable, while complying with the

client’s instructions, to give the client the Product Disclosure

Statement at or before the time when it would otherwise be

required to be given.

The regulated person must comply with subsection (3) instead.

(3) The regulated person must:

(a) at or before the time referred to in paragraph (2)(b), orally

communicate the following information to the client:

(i) the name and contact details of the issuer of the

financial product; and

(ii) information about the essential features of the financial

product; and

(iii) the information that would be required to be in a

Product Disclosure Statement for the financial product

by paragraphs 1013D(1)(c), (d), (g) and (i); and

(b) give the client the Product Disclosure Statement as soon as

practicable after that time, and in any event not later than:

(i) the time when the confirmation requirement (if

applicable) is complied with; or

(ii) the end of the fifth day after the day on which the

financial product was issued or sold to the client.

(3A) The information referred to in paragraph (3)(a) must be

communicated in a clear, concise and effective manner.

(4) For the purposes of paragraph (3)(b), the confirmation requirement

is complied with when:

(a) the client receives confirmation, as mentioned in

paragraph 1017F(5)(a), of the transaction by which they

acquired the financial product; or

(b) confirmation of that transaction is available to the client by a

facility as mentioned in paragraph 1017F(5)(b).

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1012H Obligation to take reasonable steps to ensure that Product

Disclosure Statement is given to person electing to be

covered by group financial product

(1) This section covers the situation in which a financial product:

(a) is issued to a person; and

(b) covers, or is designed to cover, a group of people; and

person elects to be covered by the financial product.

(2) The issuer must take reasonable steps to ensure that the new group

member is given a Product Disclosure Statement for the financial

product in accordance with this Division before the new group

member makes an election to be covered by the financial product.

Note: Failure to comply with this subsection is an offence (see

subsection 1311(1)).

(3) For the purposes of this section, a person is covered by a financial

product if benefits are, or may be, provided under the financial

product directly to:

(a) the person; or

(b) a relative of the person; or

1012I Obligation to give employer a Product Disclosure Statement

in relation to certain superannuation products and RSA

products

(1) At or before the time when a person (the applicant) becomes a

standard employer-sponsor of a superannuation entity, the person

(the issuer) who is to provide the superannuation products to the

applicant’s employees must give the applicant a Product Disclosure

Statement in accordance with this Division for each of those

superannuation products.

(2) If:

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Section 1012I

34 Corporations Act 2001

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(a) a person (the applicant) applies for the issue of an RSA

product to the employee; and

(b) the applicant has not previously applied to the RSA provider

for the issue to any employee of an RSA product of the same

kind;

the person (the issuer) who is to issue the RSA product to the

employee must, at or before the time when the RSA product is

issued to the employee, give the applicant a Product Disclosure

Statement in accordance with this Division for the RSA product.

(2A) If:

(a) a trustee (the applicant), under Part 24 of the Superannuation

Industry (Supervision) Act 1993, applies on behalf of a

person for the issue of an interest in a relevant

superannuation entity; and

(b) the applicant has not previously applied under that Part for

the issue of an interest in that entity on behalf of any person;

the person (the issuer) who is to issue the interest to the person

must, at or before the time when the interest is issued to the person,

give the applicant a Product Disclosure Statement in accordance

with this Division for the interest.

(2B) If:

(a) a trustee (the applicant), under Part 9 of the Retirement

Savings Accounts Act 1997, applies on behalf of a person for

the issue of an interest in a relevant superannuation entity;

and

(b) the applicant has not previously applied under that Part for

the issue of an interest in that entity on behalf of any person;

the person (the issuer) who is to issue the interest to the person

must, at or before the time when the interest is issued to the person,

give the applicant a Product Disclosure Statement in accordance

with this Division for the interest.

(3) The issuer does not have to give the applicant a Product Disclosure

Statement under subsection (1), (2), (2A) or (2B) for a financial

product if:

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(a) the applicant has already received a Product Disclosure

Statement for that financial product that contains all of the

information that the first-mentioned Product Disclosure

Statement would be required to contain; or

(b) the issuer believes on reasonable grounds that paragraph (a)

applies.

Note: Information in a Supplementary Product Disclosure Statement is taken

to be contained in the Product Disclosure Statement it supplements

(see section 1014D).

(4) The issuer need not give the applicant a Product Disclosure

Statement under subsection (1), (2), (2A) or (2B) in the

circumstances specified in the regulations.

(5) In this section:

(a) terms used in subsection (1) that are defined for the purposes

of the Superannuation Industry (Supervision) Act 1993 have

the same meanings as in that Act; and

(b) terms used in subsection (2) that are defined for the purposes

of the Retirement Savings Accounts Act 1997 have the same

meanings as in that Act; and

section 1016A of this Act.

1012IA Treatment of arrangements under which a person can

instruct another person to acquire a financial product

Definitions

(1) In this section:

acquirer, in relation to a custodial arrangement, has the meaning

given by the definition of custodial arrangement.

client, in relation to a custodial arrangement, has the meaning

given by the definition of custodial arrangement.

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Section 1012IA

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custodial arrangement means an arrangement between a person

(the provider) and another person (the client) (whether or not there

are also other parties to the arrangement) under which:

(a) the client is, or is entitled, to give an instruction that a

particular financial product, or a financial product of a

particular kind, is to be acquired; and

(b) if the client gives such an instruction, a person (the acquirer),

being the provider or a person with whom the provider has or

will have an arrangement, must (subject to any discretion

they have to refuse) acquire the financial product, or a

financial product of that kind; and

product of that kind, pursuant to an instruction given by the

client, either:

(i) the product is to be held on trust for the client or another

person nominated by the client; or

(ii) the client, or another person nominated by the client, is

to have rights or benefits in relation to the product or a

beneficial interest in the product, or in relation to, or

calculated by reference to, dividends or other benefits

derived from the product.

instruction includes a direction or request.

provider, in relation to a custodial arrangement, has the meaning

given by the definition of custodial arrangement.

regulated acquisition means an acquisition of a financial product

pursuant to an instruction by the client under a custodial

arrangement, being an acquisition:

(a) by way of issue by the issuer (the regulated person); or

(b) pursuant to a sale by a person (the regulated person) in

circumstances described in subsection 1012C(5), (6) or (8).

regulated person, in relation to a regulated acquisition of a

financial product, has the meaning given by paragraph (a) or (b) (as

the case requires) of the definition of regulated acquisition.

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Obligation on provider to give client a PDS

(2) Before a regulated acquisition of a financial product occurs

pursuant to an instruction given by the client under a custodial

arrangement, the provider must give the client a Product Disclosure

Statement for the product if a Product Disclosure Statement for the

product would, if there were an equivalent direct acquisition by the

client, be required by subsection 1012B(3) or 1012C(3) (see

subsection (3) of this section) to be given to the client by the

regulated person before that acquisition occurred. For this purpose,

an equivalent direct acquisition is an acquisition that would occur

if:

(a) the product were instead being offered for issue or sale direct

to the client by the regulated person for the same price (or for

the appropriate proportion of that price, if the transaction for

the regulated acquisition also covers other products); and

(b) the circumstances of that issue or sale to the client were

otherwise the same as those in which the regulated

acquisition will occur.

Determining whether a PDS would have to be given for an

equivalent direct acquisition

(3) The following provisions apply for the purpose of determining

whether the regulated person would be required by

subsection 1012B(3) or 1012C(3) to give the client a Product

Disclosure Statement for the financial product:

(a) the effect of the provisions referred to in

subsection 1012B(5) or 1012C(10), as the case requires, as

they have effect subject to the following paragraphs, must be

taken into account;

(b) subsections 1012D(1), (2) and (2A) apply as if references in

those subsections to the regulated person’s belief in relation

to a matter were instead references to the provider’s belief in

relation to that matter;

client already holding a financial product of the same kind

also included a reference to a person already holding a

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Section 1012IA

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financial product of the same kind as a result of an

instruction given by the client under a custodial arrangement;

(d) sections 1012E and 1012F are to be disregarded;

(e) section 1012G has effect in accordance with subsection (4).

Modification of section 1012G

(4) The following provisions apply in relation to section 1012G:

(a) in determining for the purposes of subsection (2) whether the

regulated person would be required by subsection 1012B(3)

or 1012C(3) to give the client a Product Disclosure Statement

for the financial product, subsection 1012G(2) applies as if

the reference to the client instructing the regulated person (in

an issue situation) that they require the financial product to

be provided or issued immediately, or by a specified time,

were instead a reference to the client instructing the provider

that they require the financial product to be acquired

immediately, or by a specified time;

(b) if, because of subsection 1012G(2) as it applies because of

paragraph (a) of this subsection, the provider does not have

to give the client a Product Disclosure Statement for a

financial product before a regulated acquisition of the

financial product occurs pursuant to an instruction given by

the client under a custodial arrangement:

(i) subsection 1012G(2) applies in relation to the provider,

the client and the regulated acquisition as if the

obligation it imposes to comply with

subsection 1012G(3) were imposed on the provider; and

(ii) subsection 1012G(3) applies in relation to the provider,

the client and the regulated acquisition as if the

reference to the regulated person were instead a

reference to the provider, as if

subparagraph 1012G(3)(b)(i) were omitted and as if the

reference in subparagraph 1012G(3)(b)(ii) to the day on

which the financial product was issued or sold to the

client were instead a reference to the day on which the

regulated acquisition occurs.

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Section 1012J

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Modification of section 1013A

(5) Section 1013A applies in relation to a regulated acquisition as if:

(a) paragraph 1013A(1)(b) also covered a Product Disclosure

Statement that is required to be given by subsection (2) of

this section in relation to an acquisition covered by

paragraph (a) of the definition of regulated acquisition in

subsection (1) of this section; and

(b) paragraph 1013A(2)(b) also covered a Product Disclosure

Statement that is required to be given by subsection (2) of

this section in relation to an acquisition covered by

paragraph (b) of the definition of regulated acquisition in

subsection (1) of this section.

Provider is not an agent for the purposes of section 1015C

(6) For the purposes of the application of section 1015C in relation to a

regulated acquisition, the provider in relation to the relevant

custodial arrangement is taken not to be an agent of the client.

Provider is covered by sections 1015E, 1021F and 1021I

(7) Sections 1015E, 1021F and 1021I apply in relation to a regulated

acquisition as if the references to a regulated person were instead

references to the provider in relation to the relevant custodial

arrangement.

Regulations may provide for other modifications

(8) The regulations may provide for other modifications of provisions

of this Part that are to have effect in relation to regulated

acquisitions.

1012J Information must be up to date

The information in a Product Disclosure Statement must be up to

date as at the time when it is given.

Note: A Supplementary Product Disclosure Statement containing updated

information may be given with a Product Disclosure Statement that

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Section 1012K

40 Corporations Act 2001

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has become out of date. The updated information is taken to be

included in the Product Disclosure Statement (see section 1014D).

1012K Anti-avoidance determinations

(1) ASIC may determine in writing that a number of different bodies

are closely related and that their transactions should be aggregated

for the purposes of this Subdivision. If ASIC does so:

(a) an issue, sale or transfer of financial products of any other

bodies is taken to also be an issue, sale or transfer of the

financial products of each of the other bodies by those

bodies; and

(b) any money received from an issue, sale or transfer of

financial products of any of the bodies is taken to also be

received by each of the other bodies from an issue, sale or

transfer of its own financial products.

ASIC must give written notice of the determination to each of the

bodies.

(2) ASIC may determine in writing that the transactions of a body and

of a person who controls the body should be aggregated for the

purposes of this Subdivision. If ASIC does so:

(a) an issue of financial products of the body is taken to also be

the transfer of the financial products by the controller; and

(b) any money received from an issue of financial products of

the body is taken to also be received by the controller from a

transfer of the financial products; and

controller is taken to also be the issue of the financial

products by the body; and

(d) any money received from a sale or transfer of financial

products of the body by the controller is taken to also be

received by the body from an issue of the financial products.

ASIC must give written notice of the determination to the body and

the controller.

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Product Disclosure Statements Division 2

Section 1013A

Corporations Act 2001 41

Compilation No. 94 Compilation date: 6/4/19 Registered: 14/5/19

Subdivision C—Preparation and content of Product Disclosure

Statements

1013A Who must prepare Product Disclosure Statement

(1) A Product Disclosure Statement that:

(a) is required to be given by section 1012A (otherwise than in a

situation in which the recommendation concerned relates to

an offer described in subsection 1012C(3) or (4)); or

(b) is required to be given by section 1012B; or

ensure is given to a new group member; or

(d) is required to be given by section 1012I;

must be a document that has been prepared by the issuer of the

financial product. A Product Disclosure Statement of this kind is in

this Division referred to as an issue Statement.

(2) A Product Disclosure Statement that:

(a) is required to be given by section 1012A in a situation in

which the recommendation concerned relates to an offer

described in subsection 1012C(3) or (4)); or

(b) is required to be given by section 1012C;

must be a document that has been prepared by the person making

the offer to sell the financial product. A Product Disclosure

Statement of this kind is in this Division referred to as a sale

Statement.

(3) The person by whom, or on whose behalf, a Product Disclosure

Statement for a financial product is required to be prepared is, in

this Division, referred to as the responsible person for the financial

product.

(4) For the purposes of this Part, a Product Disclosure Statement

prepared on behalf of a person is taken to be prepared by the

person.

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Division 2 Product Disclosure Statements

Section 1013B

42 Corporations Act 2001

Compilation No. 94 Compilation date: 6/4/19 Registered: 14/5/19

1013B Title of Product Disclosure Statement

(1) The title “Product Disclosure Statement” must be used on the cover

of, or at or near the front of, a Product Disclosure Statement.

(2) In any other part of a Product Disclosure Statement, “Product

Disclosure Statement” may be abbreviated to “PDS”.

1013C Product Disclosure Statement content requirements

(1) A Product Disclosure Statement:

(a) must include the following statements and information

required by this Subdivision:

(i) the statements and information required by

section 1013D; and

(ii) the information required by section 1013E; and

(iii) the information required by the other provisions of this

Subdivision; and

(b) may also:

(i) include other information; or

(ii) refer to other information that is set out in another

document.

Note: A Supplementary Product Disclosure Statement containing additional

information may be given with a Product Disclosure Statement that

does not contain all the required information. The additional

information is taken to be included in the Product Disclosure

Statement (see section 1014D).

(2) The information required by sections 1013D and 1013E need only

be included in the Product Disclosure Statement to the extent to

which it is actually known to:

(a) the responsible person; and

(b) in the case of a sale Statement—the issuer of the financial

product; and

issue or sale of the financial product; and

(d) any person:

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Section 1013C

Corporations Act 2001 43

Compilation No. 94 Compilation date: 6/4/19 Registered: 14/5/19

(i) named in the Statement as a financial services licensee

providing services in relation to the issue or sale of the

financial product; and

(ii) who participated in any way in the preparation of the

Statement; and

(e) any person who has given a consent referred to in

section 1013K in relation to a statement included in the

Statement; and

(f) any person named in the Statement with their consent as

having performed a particular professional or advisory

function; and

(g) if any of the above persons is a body corporate—any director

of that body corporate.

(3) The information included in the Product Disclosure Statement must

be worded and presented in a clear, concise and effective manner.

(4) The responsible person may include in the Product Disclosure

Statement a statement about the association between the financial

product and another person.

(5) The responsible person must not include a statement about the

association between the financial product and a person if:

(a) the statement creates the impression that the financial product

is issued or sold by that other person; and

(b) the person has not issued or sold the product.

(6) The responsible person must not include a statement about the

association between the financial product and a person if:

(a) the statement creates the impression that the financial product

is guaranteed or underwritten by that other person; and

(b) the person has not guaranteed or underwritten the product.

(7) If the Product Disclosure Statement states that a person provides,

or is to provide, services in relation to the financial product, the

Product Disclosure Statement must clearly distinguish between the

respective roles of that person and the issuer or seller of the

financial product.

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Division 2 Product Disclosure Statements

Section 1013D

44 Corporations Act 2001

Compilation No. 94 Compilation date: 6/4/19 Registered: 14/5/19

1013D Product Disclosure Statement content—main requirements

(1) Subject to this section, subsection 1013C(2) and sections 1013F

and 1013FA, a Product Disclosure Statement must include the

following statements, and such of the following information as a

person would reasonably require for the purpose of making a

decision, as a retail client, whether to acquire the financial product:

(a) a statement setting out the name and contact details of:

(i) the issuer of the financial product; and

(ii) if the Statement is a sale Statement—the seller; and

(b) information about any significant benefits to which a holder

of the product will or may become entitled, the circumstances

in which and times at which those benefits will or may be

provided, and the way in which those benefits will or may be

provided; and

holding the product; and

(d) information about:

(i) the cost of the product; and

(ii) any amounts that will or may be payable by a holder of

the product in respect of the product after its acquisition,

and the times at which those amounts will or may be

payable; and

(iii) if the amounts paid in respect of the financial product

and the amounts paid in respect of other financial

products are paid into a common fund—any amounts

that will or may be deducted from the fund by way of

fees, expenses or charges; and

(e) if the product will or may generate a return to a holder of the

product—information about any commission, or other similar

payments, that will or may impact on the amount of such a

return; and

(f) information about any other significant characteristics or

features of the product or of the rights, terms, conditions and

obligations attaching to the product; and

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Section 1013D

Corporations Act 2001 45

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(g) information about the dispute resolution system that covers

complaints by holders of the product and about how that

system may be accessed; and

(h) general information about any significant taxation

implications of financial products of that kind; and

(i) information about any cooling-off regime that applies in

respect of acquisitions of the product (whether the regime is

provided for by a law or otherwise); and

(j) if the product issuer (in the case of an issue Statement) or the

seller (in the case of a sale Statement) makes other

information relating to the product available to holders or

prospective holders of the product, or to people more

generally—a statement of how that information may be

accessed; and

(k) any other statements or information required by the

regulations; and

(l) if the product has an investment component—the extent to

which labour standards or environmental, social or ethical

considerations are taken into account in the selection,

retention or realisation of the investment; and

(m) unless in accordance with the regulations, for information to

be disclosed in accordance with paragraphs (b), (d) and (e),

any amounts are to be stated in dollars.

(2) For the purposes of paragraph (1)(d), an amount will or may be

payable in respect of a financial product by the holder of the

financial product if:

(a) the holder will or may have to pay an amount in respect of

the product; or

(b) an amount will or may be deducted from:

(i) a payment to be made by the holder; or

(ii) a payment to be made to the holder; or

(iii) an amount held on the holder’s behalf under the

financial product; or

product will or may be debited with an amount.

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Part 7.9 Financial product disclosure and other provisions relating to issue, sale and

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Division 2 Product Disclosure Statements

Section 1013DA

46 Corporations Act 2001

Compilation No. 94 Compilation date: 6/4/19 Registered: 14/5/19

It includes an amount that the holder will or may have to pay, or

that will or may be deducted or debited, as a fee, expense or charge

in relation to a particular transaction in relation to the financial

product.

(2A) For the purposes of paragraph (1)(l), products which have an

investment component include superannuation products, managed

investment products, foreign passport fund products and

investment life insurance products.

(3) Subsection (1) requires information to be included in the Product

Disclosure Statement only to the extent to which the requirement is

applicable to the financial product. The Product Disclosure

Statement does not need to indicate that a particular requirement is

not applicable to the financial product.

(4) The regulations may:

(a) provide that a provision of subsection (1) does not apply in a

particular situation; or

(b) provide that particular information is not required by a

provision of subsection (1), either in a particular situation or

generally; or

required by a provision of subsection (1), either in a

particular situation or generally.

1013DA Information about ethical considerations etc.

ASIC may develop guidelines that must be complied with where a

Product Disclosure Statement makes any claim that labour

standards or environmental, social or ethical considerations are

taken into account in the selection, retention or realisation of the

investment.

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Product Disclosure Statements Division 2

Section 1013E

Corporations Act 2001 47

Compilation No. 94 Compilation date: 6/4/19 Registered: 14/5/19

1013E General obligation to include other information that might

influence a decision to acquire

Subject to subsection 1013C(2) and sections 1013F and 1013FA, a

Product Disclosure Statement must also contain any other

information that might reasonably be expected to have a material

influence on the decision of a reasonable person, as a retail client,

whether to acquire the product.

1013F General limitations on extent to which information is

required to be included

(1) Despite anything in section 1013D or 1013E, information, or a

statement containing information, is not required to be included in

a Product Disclosure Statement if it would not be reasonable for a

person considering, as a retail client, whether to acquire the

product to expect to find the information in the Statement.

(2) In considering whether it would not be reasonable for a person

considering, as a retail client, whether to acquire the product to

expect to find particular information in the Statement, the matters

that may be taken into account include, but are not limited to:

(a) the nature of the product (including its risk profile); and

(b) the extent to which the product is well understood by the

kinds of person who commonly acquire products of that kind

as retail clients; and

to know; and

(d) if the product is an ED security that is not a continuously

quoted security—the effect of the following provisions:

(i) Chapter 2M as it applies to disclosing entities;

(ii) sections 674 and 675; and

(e) the way in which the product is promoted, sold or distributed;

and

(f) any other matters specified in the regulations.

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Division 2 Product Disclosure Statements

Section 1013FA

48 Corporations Act 2001

Compilation No. 94 Compilation date: 6/4/19 Registered: 14/5/19

1013FA Information not required to be included in PDS for

continuously quoted securities

(1) This section applies to a Product Disclosure Statement that relates

to a continuously quoted security.

(2) Despite anything in section 1013D, 1013E or 1013F, information is

not required to be included in the Product Disclosure Statement if:

(a) for a continuously quoted security that is not a security of a

notified foreign passport fund—the information is included

in any of the following documents:

(i) the annual financial report most recently lodged with

ASIC by the issuer of the product;

(ii) any half-year financial report lodged with ASIC by the

issuer of the product after the lodgment of that annual

financial report and before the date of the Product

Disclosure Statement;

(iii) any continuous disclosure notices given by the issuer of

the product after the lodgment of that annual financial

report and before the date of the Product Disclosure

Statement; and

(aa) for a continuously quoted security of a notified foreign

passport fund—the information is included in any of the

following documents:

(i) a copy of a report for the fund for the most recent

financial year for the fund, prepared in accordance with

the financial reporting requirements applying to the

fund under the Passport Rules for the home economy

for the fund;

(ii) a copy of an auditor’s report that relates to the report

mentioned in subparagraph (i);

(iii) any continuous disclosure notices given by the issuer of

the product after the lodgment of the report mentioned

in subparagraph (i) and before the date of the Product

Disclosure Statement; and

(b) the Product Disclosure Statement:

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Section 1013G

Corporations Act 2001 49

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(i) states that as a disclosing entity, the issuer of the

product is subject to regular reporting and disclosure

obligations; and

(ii) informs people of their right to obtain a copy of any of

the documents referred to in paragraph (a) or (aa) (as the

case requires).

If the Product Disclosure Statement informs people of their right to

obtain a copy of the document, the issuer of the product must give

a copy of the document free of charge to anyone who asks for it.

(3) ASIC may determine that this section does not apply to Product

Disclosure Statements for continuously quoted securities if ASIC is

satisfied that in the previous 12 months:

(a) the issuer of the continuously quoted securities contravened:

(i) the provisions of Chapter 2M; or

(ii) subsection 674(2) or 675(2); or

(iii) subsection 1012DAA(10) or 1012DA(9); or

(iv) section 1308 as it applies to a notice under

subsection 1012DAA(2) or 1012DA(5); or

(b) the responsible person for the Product Disclosure Statement

contravened section 1016E, 1021D, 1021E or 1021J.

(4) The determination must be made in writing and ASIC must publish

a copy of the determination in the Gazette.

1013G Product Disclosure Statement must be dated

A Product Disclosure Statement must be dated. The date must be:

(a) if a copy of the Product Disclosure Statement has been

lodged with ASIC (see section 1015B)—the date on which it

was so lodged; or

(b) in any other case—the date on which the Product Disclosure

Statement was prepared or its preparation was completed.

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Division 2 Product Disclosure Statements

Section 1013GA

50 Corporations Act 2001

Compilation No. 94 Compilation date: 6/4/19 Registered: 14/5/19

1013GA Extra requirements if Product Disclosure Statement relates

to foreign passport fund products

(1) This section applies to a Product Disclosure Statement that relates

to foreign passport fund products.

(2) The Product Disclosure Statement must:

(a) identify the home economy for the notified foreign passport

fund to which the foreign passport fund products relate; and

(b) include a statement that:

(i) the operation of the fund is regulated by the law of the

home economy for the fund; and

(ii) the operator of the fund and the custodian of the assets

of the fund are regulated under the law of the home

economy for the fund; and

(iii) the rights and remedies available to a person who

acquires the foreign passport fund product may differ

from the rights and remedies available in relation to a

registered scheme; and

(iv) information made available to members of the fund in

the home economy will from time to time be made

available to Australian members of the fund by posting

the information on the fund’s website; and

under the law of the home economy for the fund to persons

who acquire the foreign passport fund product in this

jurisdiction; and

(d) include an outline of how information mentioned in

subparagraph (b)(iv) may be accessed by Australian members

of the fund; and

(e) include a statement that the rights of a member of the fund on

the fund being wound up are mainly determined under the

constitution for the fund and the law of the home economy

for the fund.

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Section 1013H

Corporations Act 2001 51

Compilation No. 94 Compilation date: 6/4/19 Registered: 14/5/19

1013H Requirements if Product Disclosure Statement states or

implies that financial product will be able to be traded

If a Product Disclosure Statement states or implies that the

financial product will be able to be traded on a financial market

(whether in Australia or elsewhere), the Statement must state that:

(a) the product is able to be traded on that market; or

(b) an application has been made to the operator of that market

for the taking of such action as is necessary to enable the

product to be traded on that market; or

made to the operator of that market within 7 days after the

date of the Statement.

1013I Extra requirements if Product Disclosure Statement relates to

managed investment products that are ED securities

(1) This section applies to a Product Disclosure Statement that relates

to managed investment products that are ED securities.

(2) The Product Disclosure Statement must include a statement that:

(a) as a disclosing entity, the scheme is subject to regular

reporting and disclosure obligations; and

(b) copies of documents lodged with ASIC in relation to the

scheme may be obtained from, or inspected at, an ASIC

office.

(3) The Product Disclosure Statement must either:

(a) inform people of their right to obtain a copy of the following

documents:

(i) the annual financial report most recently lodged with

ASIC by the scheme;

(ii) any half-year financial report lodged with ASIC by the

scheme after the lodgment of that annual financial

report and before the date of the Product Disclosure

Statement;

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Division 2 Product Disclosure Statements

Section 1013IA

52 Corporations Act 2001

Compilation No. 94 Compilation date: 6/4/19 Registered: 14/5/19

(iii) any continuous disclosure notices given by the scheme

after the lodgment of that annual report and before the

date of the Product Disclosure Statement; or

(b) include, or be accompanied by, a copy of the relevant

document or documents.

(4) If:

(a) the Product Disclosure Statement informs people of their

right to obtain a copy of a document referred to in

subsection (3); and

(b) a person asks the issuer (in the case of an issue Statement) or

the seller (in the case of a sale Statement) for a copy of the

document;

the issuer or seller must give (see subsection (5)) the person a copy

of the document free of charge as soon as practicable, and in any

event within 5 days, after receiving the person’s request.

Note: Failure to comply with this subsection is an offence (see

subsection 1311(1)).

(5) In subsection (4), give means give in a way that would satisfy the

requirements of section 1015C if the copy of the document were a

Statement to which that section applied.

1013IA Extra requirements if Product Disclosure Statement relates

to foreign passport fund products that are ED securities

(1) This section applies to a Product Disclosure Statement that relates

to foreign passport fund products that are ED securities.

(2) The Product Disclosure Statement must include a statement that:

(a) as a disclosing entity, the fund is subject to regular reporting

and disclosure obligations; and

(b) copies of documents lodged with ASIC in relation to the fund

may be obtained from, or inspected at, an ASIC office.

(3) The Product Disclosure Statement must either:

(a) inform people of their right to obtain a copy of the following

documents:

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Section 1013J

Corporations Act 2001 53

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(i) a copy of a report for the most recent financial year for

the fund, prepared in accordance with the financial

reporting requirements applying to the fund under the

Passport Rules for the home economy for the fund;

(ii) a copy of each auditor’s report that relates to the report

mentioned in subparagraph (i); or

(b) include, or be accompanied by, a copy of that document or

those documents.

(4) Subsections (5) and (6) apply if:

(a) the Product Disclosure Statement informs people of their

right to obtain a copy of a document referred to in

subsection (3); and

(b) a person asks the issuer (in the case of an issue Statement) or

the seller (in the case of a sale Statement) for a copy of the

document.

(5) The issuer or seller must give (see subsection (6)) the person a

copy of the document:

(a) free of charge; and

(b) as soon as practicable, and in any event within 5 days, after

receiving the person’s request; and

document in English—in English.

Note: Failure to comply with this subsection is an offence (see

subsection 1311(1)).

(6) In subsection (5), give means give in a way that would satisfy

requirements of section 1015C if the copy of the document were a

Statement to which that section applied.

1013J Requirements if Statement has been lodged with ASIC

A Product Disclosure Statement, a copy of which has been lodged

with ASIC (see section 1015B), must include a statement that:

(a) a copy of the document has been lodged with ASIC; and

(b) ASIC takes no responsibility for the content of the document.

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Division 2 Product Disclosure Statements

Section 1013K

54 Corporations Act 2001

Compilation No. 94 Compilation date: 6/4/19 Registered: 14/5/19

1013K Requirements relating to consents to certain statements

(1) A Product Disclosure Statement must only include a statement

made by a person, or a statement said in the Product Disclosure

Statement to be based on a statement made by a person, if:

(a) the person has consented to the statement being included in

the Product Disclosure Statement in the form and context in

which it is included; and

(b) the Product Disclosure Statement states that the person has

given this consent; and

the Product Disclosure Statement.

Note: Failure to comply with this subsection is an offence (see

subsection 1311(1)).

(2) The person who prepared the Product Disclosure Statement must

not, without reasonable excuse, fail to keep the consent, or a copy

of it, for the period, and in the manner, required by the regulations.

Note: Failure to comply with this subsection is an offence (see

subsection 1311(1)).

1013L Product Disclosure Statement may consist of 2 or more

separate documents given at same time

(1) Subject to this section, a Product Disclosure Statement may be

made up of 2 or more separate documents that are given at the

same time.

(2) Each of the documents must have on the cover of the document, or

at or near the front of the document, a statement:

(a) to the effect that the document is part of a Product Disclosure

Statement; and

(b) that (subject to subsection (3)) identifies the other documents

that make up the Product Disclosure Statement.

(3) If there are or may be different versions of a document referred to

in paragraph (2)(b), the statement required by subsection (2) does

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Section 1013M

Corporations Act 2001 55

Compilation No. 94 Compilation date: 6/4/19 Registered: 14/5/19

not have to identify any particular one of those versions and may

instead identify the document generically.

Note: For example, if a Product Disclosure Statement is made up of a core

document that is not updated very frequently, and a separate document

providing information about remuneration that is updated more

frequently:

(a) the statement in the core document need only refer to the fact that it, and a separate document about remuneration, make up the Product Disclosure Statement; and

(b) the statement in the document about remuneration need only refer to the fact that it, and a separate document about all other required matters, make up the Product Disclosure Statement.

(4) The requirement of section 1013B (title of Product Disclosure

Statement) is taken to be satisfied if the title “Product Disclosure

Statement” is used on the cover of, or at or near the front of, at

least one of the documents that make up the Product Disclosure

Statement.

(5) The requirement of section 1013G (dating of Product Disclosure

Statement) must be separately complied with in relation to each of

the documents. If, for any purpose, a single date needs to be

determined as the date of the Product Disclosure Statement as a

whole, that date is the most recent of the dates of those documents.

(6) Section 1015E applies to an alteration to one of the documents as

though the reference in that section to the date specified in the

Product Disclosure Statement were a reference to the date specified

in the document.

(7) The regulations may impose additional requirements to be

complied with if a Product Disclosure Statement is made up of 2 or

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