Corporations Act 2001
CCH note - modifying legislative instruments: The application of Pt 6D.2 is affected by the following legislative instruments that commenced or were amended on or after 1 January 2022: the ASIC Corporations (Investor Directed Portfolio Services) Instrument 2023/669 (as amended by ASIC Corporations (Amendment) Instrument 2024/554).
For legislative instruments or class orders before 1 January 2022 that affect the application of Pt 6D.2, please consult the legislative instruments or class orders directly. These are reproduced in the regulatory-resources section of the company-law practice area in CCH iKnowConnect.
View history note
Hide history noteCCH Note: Division 5 is modified by the ASIC Corporations (Investor Directed Portfolio Services Provided Through a Registered Managed Investment Scheme) Instrument 2023/668; and the ASIC Corporations (Investor Directed Portfolio Services) Instrument 2023/669.
CCH Note: Section 717 is modified by the ASIC Corporations (Investor Directed Portfolio Services Provided Through a Registered Managed Investment Scheme) Instrument 2023/668; and the ASIC Corporations (Investor Directed Portfolio Services) Instrument 2023/669.
The following table summarises what a person who wants to offer securities must do to make an offer of securities that needs disclosure to investors under this Part and gives signposts to relevant sections:
| Offering securities (disclosure documents and procedure) | |||||
| Action required | Sections | Comments and related sections | |||
| 1 | Prepare disclosure document, making sure that it: | 710
711 712 713 713C 713D 713E 714 715 716 |
Section 728 prohibits offering securities under a disclosure document that is materially deficient. | ||
| • | sets out all the information required | Section 729 deals with the liability for breaches of this prohibition. | |||
| • | does not contain any misleading or deceptive statements | Sections 731 , 732 and 733 set out defences. | |||
| • | is dated | ||||
| and that the directors consent to the disclosure document. | |||||
| 2 | Lodge the disclosure document with ASIC | 718 | Subsection 727(3) prohibits processing applications for non-quoted securities for 7 days after the disclosure document is lodged. | ||
| 3 | Offer the securities, making sure that the offer and any application form is either included in or accompanies: | 721 | Sections 727 and 728 make it an offence to: | ||
| • | offer securities without a disclosure document | ||||
| • | the disclosure document; or | • | offer securities if the disclosure document is materially deficient. | ||
| • | a profile statement if ASIC has approved the use of a profile statement for offers of that kind. | Subsection 729(3) deals with liability on the prospectus if a profile statement is used. | |||
| The securities hawking provisions (section 736 ) restrict the way in which the securities can be offered. | |||||
| 4 | If it is found that the disclosure document lodged was deficient or a significant new matter arises, either: | 719
719A 724 |
Section 728 prohibits making offers after becoming aware of a material deficiency in the disclosure document or a significant new matter. | ||
| • | lodge a supplementary or replacement document under section 719 or 719A ; or | Section 730 requires people liable on the disclosure document to inform the person making the offer about material deficiencies and new matters. | |||
| • | return money to applicants under section 724 . | ||||
| 5 | Hold application money received on trust until the securities are issued or transferred or the money returned. | 722 | Investors may have a right to have their money returned if certain events occur (see sections 724 , 737 and 738 ). | ||
| 6 | Issue or transfer the securities, making sure that: | 723 | Section 721 says which disclosure document must be distributed with the application form. | ||
| • | the investor used an application form distributed with the disclosure document; and | Section 729 identifies the people who may be liable if: | |||
| • | the disclosure document is current and not materially deficient; and | • | securities are issued in response to an improper application form; or | ||
| • | any minimum subscription condition has been satisfied. | • | the disclosure document is not current or is materially deficient. | ||
| Sections 731 , 732 and 733 provide defences for the contraventions. | |||||
| Section 737 provides remedies for an investor. |
[ CCH Note: S 717 will be amended by No 69 of 2020, s 3, Sch 1[1098] and [ 1099], by substituting " the Registrar " for " ASIC " in table item 2, column headed " Action required " and inserting " with the Registrar " after " lodged " in table item 4, column headed " Action required " , (effective 1 July 2026 or a day or days to be fixed by Proclamation).]
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