ASIC withdraws and revises key regulatory guides

Australian insurance professionals face a shifting compliance landscape as the Australian Securities and Investments Commission (ASIC) withdraws and updates several regulatory guides and consults on proposed changes to beneficial ownership disclosure for listed entities, including listed insurers and insurance groups.

ASIC updates guidance relevant to licensees

ASIC has withdrawn two regulatory guides and amended two others as part of an ongoing review of its guidance materials. The regulator has withdrawn:

• Regulatory Guide 64, Failure to lodge documents (RG 64) 
• Regulatory Guide 40, Good transaction fee disclosure for bank, building society, and credit union deposit and payments products (transaction accounts) (RG 40)

At the same time, ASIC has made what it describes as minor, technical changes to:

• Regulatory Guide 104, AFS licensing: Meeting the general obligations (RG 104) 
• Regulatory Guide 205, Credit licensing: General conduct obligations (RG 205)

RG 104 and RG 205 outline how ASIC assesses whether Australian financial services (AFS) licensees and credit licensees are meeting their general obligations under the law. These documents remain key references for compliance, governance, and risk functions. RG 64 previously set out ASIC’s approach where companies failed to lodge certain documents and the circumstances in which ASIC might withdraw proceedings against a company secretary. With its withdrawal, ASIC is directing companies to its company annual review materials for information about lodgement obligations. RG 40 operated as a reference on transaction fee disclosure for retail payment and deposit product providers and consumers. ASIC has said it undertook targeted consultation with industry prior to withdrawing this guide.

Lodgement and disclosure reference points shift

Following the withdrawal of RG 64 and RG 40, ASIC has identified alternative reference points for companies, product providers, and consumers. Companies, including insurer and intermediary entities, are directed to ASIC’s company annual review webpage for information about when and how to lodge company documents. This places greater weight on the online annual review guidance and related forms, rather than the former RG 64, in corporate compliance and company secretariat processes.

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Consumers seeking information on transaction accounts, credit cards, and other banking products are now being pointed to the government’s Moneysmart website. Retail payment and deposit product providers are referred to other ASIC guidance on disclosure practices, including:

• Regulatory Guide 168, Product Disclosure Statements: Disclosure and other obligations (RG 168) 
• Regulatory Guide 221, Facilitating digital financial services disclosures (RG 221)

Insurance businesses involved in bancassurance, co-branded banking products, or digital distribution channels may need to confirm that internal documentation, templates, and training materials no longer rely on RG 40 and instead reference RG 168, RG 221, and the Moneysmart content. ASIC has indicated that these changes form part of a broader program to review, update, and simplify its regulatory guidance, signalling that further adjustments across the guidance suite are possible.

Consultation targets ownership and control information

Separately, ASIC has opened consultation on a package of proposals concerning beneficial ownership disclosure for entities listed on Australian financial markets. The proposals are relevant for listed insurers, conglomerates with insurance operations, and institutional investors with significant holdings in insurance stocks. The consultation addresses how market participants disclose who ultimately owns or controls listed entities, including situations where parties build positions through derivative exposures over securities.

ASIC’s work follows reforms in Schedule 1 of the Treasury Laws Amendment (Strengthening Financial Systems and Other Measures) Act 2025, which changes beneficial ownership disclosure obligations under the Corporations Act 2001. According to ASIC, the proposals are intended to reflect the new legislative settings in Schedule 1, including the treatment of equity derivatives and substantial holding and tracing notice regimes.

Proposed instrument, notice, and guide amendments

The detail is set out in Consultation Paper 387, Enhanced beneficial ownership disclosure – Proposed legislative instrument, form, and guidance (CP 387). ASIC is consulting on:

• A new legislative instrument, the draft ASIC Corporations (Listed Enhancements Beneficial Ownership Disclosure) Instrument 2026/XX 
• A new Substantial Holding Notice format 
• Amendments to several regulatory guides: RG 5, Relevant interests and substantial holding notices 
• RG 9, Takeover bids 
• RG 222, Substantial holding disclosure: Securities lending and prime broking

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ASIC also proposes consequential technical updates to other existing regulatory guidance and legislative instruments so that they align with the Schedule 1 reforms. These ancillary changes are not proposed to be subject to separate consultation. For listed insurers and insurance groups with securities lending, prime broking, or derivatives activity, the proposals may affect how substantial holdings and control positions are identified within internal systems and disclosed to the market.

Legislative reforms and implementation timing

The Strengthening Financial Systems Act amends the Corporations Act 2001 to change beneficial ownership disclosure obligations for entities listed on Australian financial markets. Key features of the reforms include:

• Extending disclosure obligations to interests arising from equity derivatives 
• Applying the same disclosure standards to foreign‑registered entities listed in Australia and Australian‑registered listed entities 
• Clarifying when beneficial ownership disclosure obligations are triggered and providing additional flexibility for certain disclosures 
• Changing access to and use of registers of relevant interests in listed entities 
• Increasing penalties for existing offences under Chapter 6C of the Corporations Act

The reforms take effect on Dec. 4, 2026. Listed entities, including insurers, are expected to review their governance, shareholder monitoring, and market disclosure frameworks ahead of commencement to ensure alignment with the new requirements. ASIC has invited feedback from industry on the CP 387 proposals until 5pm AEST on April 21. Submissions are to be lodged via email to  rri.consultation@asic.gov.au.