Corporations Act 2001

Modifying legislative instruments: The application of Ch 6C is affected by the following legislative instruments that commenced on or after 1 January 2022: the ASIC Corporations (Warrants: Relevant Interests and Associations) Instrument 202 3/6 87; and the ASIC Corporations (Relief to Facilitate Admission of Exchange Traded Funds) Instrument 2024/147.

For legislative instruments or class orders before 1 January 2022 that affect the application of Ch 6C, please consult the legislative instruments or class orders directly. These are reproduced in the regulatory-resources section of the company-law practice area in CCH iKnowConnect.

[ CCH Note: Ch 6C heading will be amended by No 72 of 2025, s 3, Sch 1[5], by substituting " CERTAIN LISTED ENTITIES " for " LISTED COMPANIES, LISTED REGISTERED SCHEMES AND LISTED NOTIFIED FOREIGN PASSPORT FUNDS " , (effective 4 December 2026).]

[ CCH Note: Pt 6C.1A heading will be inserted by No 72 of 2025, s 3, Sch 1[2] (effective 4 December 2026). Pt 6C.1A heading will read:

PART 6C.1A - PRELIMINARY

Division 1 - Chapter 6C bodies]

[ CCH Note: Div 1 heading will be inserted by No 72 of 2025, s 3, Sch 1[30] (effective 4 December 2026). Div 1 heading will read:

Division 1 - Directions by ASIC

Subdivision A - Disclosure notices]

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

[ CCH Note: S 672B will be substituted by No 72 of 2025, s 3, Sch 1[34] (effective 4 December 2026). S 672B will read:

SECTION 672B DISCLOSURE NOTICES  

672B(1)
A person mentioned in subsection (2) may direct a person mentioned in subsection (3) to make the disclosure required by section 672BA in relation to a Chapter 6C body.

672B(2)
The direction may be given by:

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

(b) ASIC, if:

(i) a member of the Chapter 6C body requests ASIC to give the direction; and

(ii) ASIC does not consider that it would be unreasonable to give the direction.

672B(3)
The direction may be given to:

(a) a member of the Chapter 6C body; or

(b) a person named in a previous disclosure under section 672BA , or in information given to the key person for the Chapter 6C body under section 672C , as:

(i) having a relevant interest in voting securities in the Chapter 6C body; or

(ii) having given instructions about voting securities in the Chapter 6C body; or

(c) a person whom:

(i) if paragraph (2)(a) of this section applies - the key person for the Chapter 6C body; or

(ii) if paragraph (2)(b) applies - the member who makes the request mentioned in subparagraph (2)(b)(i) ;

suspects, on reasonable grounds:

(iii) has a relevant interest in voting securities in the Chapter 6C body; or

(iv) has given instructions about voting securities in the Chapter 6C body.

672B(4)
For the purposes of paragraph (3)(c) of this section, the suspicion must be formed wholly or partly on the basis of information given under this Chapter.

SECTION 672BA COMPLIANCE WITH DIRECTION  

672BA(1)
This section applies if a person (the discloser ) is directed under subsection 672B(1) to make the disclosure required by this section in relation to a Chapter 6C body.

672BA(2)
The discloser must, in accordance with section 672BB , disclose to the person who gives the direction the information required by section 672BC .

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

672BA(3)
An offence based on subsection (2) of this section is an offence of strict liability.

672BA(4)
The discloser does not have to comply with the direction if:

(a) paragraph 672B(2)(a) applies (the direction is given by the key person for the Chapter 6C body); and

(b) the discloser proves that the giving of the direction is vexatious.

Note: A defendant bears a legal burden in relation to the matter in this subsection: see section 13.4 of the Criminal Code .

SECTION 672BB DEADLINE FOR DISCLOSURE  
672BB
For the purposes of subsection 672BA(2) , a person (the discloser ) who is directed under subsection 672B(1) to make a disclosure in relation to a Chapter 6C body must make the disclosure within 2 business days after:

(a) the discloser is given the direction; or

(b) if:

(i) the discloser applies for an exemption under section 673 from the obligation to make the disclosure; and

(ii) ASIC refuses to grant the exemption;

ASIC notifies the discloser of its decision on the application; or

(c) if paragraph 672B(2)(a) applies (the direction is given by the key person for the Chapter 6C body) - the key person for the Chapter 6C body pays any fee payable under the regulations made for the purposes of subsection 672D(2) .]

CCH Note - modifying legislative instruments: Section 672B is modified by the following legislative instruments that commenced or were amended on or after 1 January 2022: the ASIC Corporations (Relief to Facilitate Admission of Exchange Traded Funds) Instrument 2024/147.

For modifying legislative instruments or class orders before 1 January 2022, please consult the legislative instruments or class orders directly. These are reproduced in the regulatory-resources section of the company-law practice area in CCH iKnowConnect.

[ CCH Note 1: Subdiv B will be inserted by No 72 of 2025, s 3, Sch 1[35] (effective 4 December 2026). Subdiv B will read:

Subdivision B - Information required to be disclosed

SECTION 672BC INFORMATION REQUIRED TO BE DISCLOSED  

672BC(1)
Subject to section 672BD , for the purposes of subsection 672BA(2) , a person (the discloser ) who is directed under subsection 672B(1) to make a disclosure in relation to a Chapter 6C body must disclose:

(a) full details of the discloser ' s own relevant interests in voting securities in the Chapter 6C body, including full details of the circumstances that give rise to the relevant interests; and

(b) if the direction specifies disclosable securities in the Chapter 6C body for the purposes of this paragraph (see subsection (2) of this section) - the name and address of any other person who has a relevant interest in any of the specified disclosable securities, together with full details of:

(i) the nature and extent of the other person ' s relevant interest; and

(ii) the circumstances that give rise to the other person ' s relevant interest; and

(c) if the direction specifies disclosable securities in the Chapter 6C body for the purposes of this paragraph (see subsection (2) of this section) - the name and address of each person who has given the discloser instructions about any of the specified disclosable securities in the Chapter 6C body, together with full details of those instructions (including the date or dates on which they were given); and

(d) any other particulars prescribed by the regulations for the purposes of this paragraph in relation to the direction.

672BC(2)
For the purposes of paragraph (1)(b) or (c) , the direction may specify disclosable securities in the Chapter 6C body. The specified disclosable securities must be:

(a) if paragraph 672B(3)(a) applies to the discloser - disclosable securities the discloser is shown as holding in the Chapter 6C body ' s register of members; or

(b) if paragraph 672B(3)(b) applies to the discloser - voting securities the discloser was named as:

(i) having a relevant interest in; or

(ii) having given instructions about;

as mentioned in that paragraph; or

(c) if paragraph 672B(3)(c) applies to the discloser - voting securities that are relevant to the suspicion mentioned in that paragraph.

Note: More than one paragraph of subsection 672B(3) may apply to the discloser. For example, the discloser may have been named in a previous disclosure as having a relevant interest in securities and be suspected of having giving instructions about securities, in which case the direction may specify any of those securities.

SECTION 672BD INFORMATION REQUIRED TO BE DISCLOSED - LIMITATIONS  
672BD
Despite section 672BC , if a person (the discloser ) is directed under subsection 672B(1) to make a disclosure in relation to a Chapter 6C body:

(a) if the direction specifies that the discloser is directed to disclose specified information only (being information covered by subsection 672BC(1) ) - the discloser is required to disclose only the specified information; and

(b) a matter referred to in paragraph 672BC(1)(b) need only be disclosed to the extent to which it is known to the discloser.

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

[ CCH Note 2: Div 3 heading will be inserted by No 72 of 2025, s 3, Sch 1[36] (effective 4 December 2026). Div 3 heading will read:

Division 3 - Other provisions

Subdivision A - ASIC may pass information on]