Corporate Collective Investment Vehicle Framework and Other Measures Act 2022 (Cth)

Corporate Collective Investment Vehicle Framework and Other Measures Act 2022 No. 8, 2022 Compilation No. 2 Compilation date: 31 December 2024 Includes amendments: Act No. 136, 2024 About this compilation This compilation This is a compilation of the Corporate Collective Investment Vehicle Framework and Other Measures Act 2022 that shows the text of the law as amended and in force on 31 December 2024 (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 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 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 Register for the compiled law. Self‑repealing provisions If a provision of the compiled law has been repealed in accordance with a provision of the law, details are included in the endnotes. Contents 1 Short title 2 Commencement 3 Schedules Schedule 1—Corporate collective investment vehicles: main amendments Corporations Act 2001 Schedule 2—Corporate collective investment vehicles: other amendments of the Corporations Act 2001 Corporations Act 2001 Schedule 3—Corporate collective investment vehicles: amendments of other Acts Australian Securities and Investments Commission Act 2001 Personal Property Securities Act 2009 Schedule 4—Corporate collective investment vehicles: contingent amendments Corporations Act 2001 Schedule 5—Corporate collective investment vehicles: tax framework Part 1—Main amendments Income Tax Assessment Act 1997 International Tax Agreements Act 1953 Part 2—Consequential amendments A New Tax System (Australian Business Number) Act 1999 Income Tax Assessment Act 1997 Part 3—Amendments consequential on enactment of the Commonwealth Registers Act 2020 Income Tax Assessment Act 1997 Schedule 6—Extension of temporary loss carry back Part 1—Main amendments Income Tax Assessment Act 1997 Taxation Administration Act 1953 Part 2—Contingent amendments Income Tax Assessment Act 1997 Schedule 7—Deductible gift recipients Income Tax Assessment Act 1997 Schedule 8—Minor and technical amendments Spring 2021 Part 1—Amendments commencing day after Royal Assent Australian Prudential Regulation Authority Supervisory Levies Determination 2021 Corporations Act 2001 Foreign Acquisitions and Takeovers Act 1975 Income Tax Rates Act 1986 National Consumer Credit Protection Act 2009 National Consumer Credit Protection (Transitional and Consequential Provisions) Act 2009 Payment Times Reporting Act 2020 Taxation Administration Act 1953 Part 2—Amendments commencing first day of next quarter Income Tax Assessment Act 1997 Taxation Administration Act 1953 Taxation Administration (Remedial Power – Seasonal Labour Mobility Program) Determination 2020 Part 3—Amendments commencing on 1 July 2022 National Consumer Credit Protection (Transitional and Consequential Provisions) Act 2009 Part 4—Amendments with contingent commencement Income Tax Assessment Act 1936 Taxation Administration Act 1953 Schedule 9—Retirement income covenant Superannuation Industry (Supervision) Act 1993 Schedule 10—Employee share schemes: removing cessation of employment as a taxing point Income Tax Assessment Act 1997 Endnotes Endnote 1—About the endnotes Endnote 2—Abbreviation key Endnote 3—Legislation history Endnote 4—Amendment history An Act to provide for corporate collective investment vehicles, to amend the law relating to taxation and superannuation and to make miscellaneous and technical amendments of the law in the Treasury portfolio, and for related purposes 1 Short title This Act is the Corporate Collective Investment Vehicle Framework and Other Measures Act 2022. 2 Commencement (1) Each provision of this Act specified in column 1 of the table commences, or is taken to have commenced, in accordance with column 2 of the table. Any other statement in column 2 has effect according to its terms. Commencement information Column 1 Column 2 Column 3 Provisions Commencement Date/Details 1. Sections 1 to 3 and anything in this Act not elsewhere covered by this table The day this Act receives the Royal Assent. 22 February 2022 2. Schedules 1, 2 and 3 1 July 2022. 1 July 2022 3. Schedule 4 Immediately after the commencement of the provisions covered by table item 2. 1 July 2022 However, Schedule 4 does not commence at all if Schedule 2 to the Corporations Amendment (Meetings and Documents) Act 2022 does not commence before 1 July 2022. 4. Schedule 5, Parts 1 and 2 1 July 2022. 1 July 2022 5. Schedule 5, Part 3 A single day to be fixed by Proclamation. However, if the provisions do not commence before 1 July 2026, they commence on that day. 6. Schedule 6, Part 1 The first 1 January, 1 April, 1 July or 1 October to occur after the day this Act receives the Royal Assent. 1 April 2022 7. Schedule 6, Part 2 The later of: 1 April 2022 (a) immediately after the commencement of the provisions covered by table item 6; and (paragraph (a) applies) (b) immediately after the commencement of Division 6 of Part 1 of Schedule 3 to the Treasury Laws Amendment (2021 Measures No. 5) Act 2021. However, the provisions do not commence at all if the event mentioned in paragraph (b) does not occur. 8. Schedule 7 The first 1 January, 1 April, 1 July or 1 October to occur after the day this Act receives the Royal Assent. 1 April 2022 9. Schedule 8, Part 1 The day after this Act receives the Royal Assent. 23 February 2022 10. Schedule 8, Part 2 The first 1 January, 1 April, 1 July or 1 October to occur after the day this Act receives the Royal Assent. 1 April 2022 11. Schedule 8, Part 3 Immediately after the commencement of Part 2 of Schedule 2 to the National Consumer Credit Protection Amendment (Mandatory Credit Reporting and Other Measures) Act 2021. 1 July 2022 12. Schedule 8, Part 4 Immediately after the commencement of item 143 of Schedule 4 to the Treasury Laws Amendment (2020 Measures No. 6) Act 2020. 4 April 2021 13. Schedule 9 The day after this Act receives the Royal Assent. 23 February 2022 14. Schedule 10 The first 1 January, 1 April, 1 July or 1 October to occur after the day this Act receives the Royal Assent. 1 April 2022 Note: This table relates only to the provisions of this Act as originally enacted. It will not be amended to deal with any later amendments of this Act. (2) Any information in column 3 of the table is not part of this Act. Information may be inserted in this column, or information in it may be edited, in any published version of this Act. 3 Schedules Legislation that is specified in a Schedule to this Act is amended or repealed as set out in the applicable items in the Schedule concerned, and any other item in a Schedule to this Act has effect according to its terms. Note: The provisions of a legislative instrument (the principal instrument) amended or inserted by this Act, and any other provisions of the principal instrument, may be amended or repealed by a legislative instrument made under the enabling provision for the principal instrument (see subsection 13(5) of the Legislation Act 2003). Schedule 1—Corporate collective investment vehicles: main amendments Corporations Act 2001 1 Subsection 112(1) (at the end of the table) Add: Corporate collective investment vehicles Limited by shares 2 Subsection 112(1) (note) Omit "Note", substitute "Note 1". 3 At the end of subsection 112(1) Add: Note 2: For corporate collective investment vehicles, see Chapter 8B. 4 Before Chapter 9 Insert: Chapter 8B—Corporate collective investment vehicles Part 8B.1—Preliminary 1221 Objects of this Chapter The objects of this Chapter are: (a) to provide a regulatory framework for corporate collective investment vehicles that is fair, efficient and competitive; and (b) together with Chapter 7, to promote confident and informed decision making by consumers of financial products and services related to shares in corporate collective investment vehicles. Part 8B.2—Registration of CCIVs Division 1—Registering a CCIV Subdivision A—Requirements for registration as a CCIV 1222 Requirements for registration as a CCIV The requirements for registration of a company as a CCIV are as follows: (a) the company is a company limited by shares; (b) the company has a constitution; (c) the sole proposed director of the company is a public company that holds an Australian financial services licence authorising it to operate the business and conduct the affairs of a CCIV; (d) the company will, upon registration, have at least one sub‑fund; (e) each sub‑fund of the company will, upon registration, have at least one member; (f) a notice under subsection 1222A(4) (about whether a CCIV is to be a retail CCIV or a wholesale CCIV) has been lodged with the application; (g) if the company will, on registration, be a retail CCIV—the company has a compliance plan. Note: CCIV is short for corporate collective investment vehicle, which is a type of company that can be registered under this Act: see section 112. Subdivision B—How a CCIV is registered 1222A Applying for registration (1) This section applies in relation to an application for registration made under subsection 117(1) if the type of company that is proposed to be registered under this Act is a CCIV. (2) The application is not required to state the information mentioned in paragraphs 117(2)(d), (e), (f), (ma) and (mb). (3) In addition to the information required by subsection 117(2) as modified by subsection (2) of this section, the application must also state: (a) the name, and the address of the registered office, of the public company that consents in writing to become the director of the CCIV; and (b) the proposed name of each sub‑fund the CCIV is to have when it is registered; and (c) for each such proposed sub‑fund: (i) which of the members identified under paragraph 117(2)(c) are to be members of the sub‑fund; and (ii) which of the shares identified under paragraph 117(2)(k) are to be referable to the sub‑fund. Note: For paragraph (b), see section 1222V. (4) A notice stating whether the CCIV is to be a retail CCIV or a wholesale CCIV must be lodged with the application. (5) A copy of the CCIV's constitution must be lodged with the application. Note: The requirement for a CCIV to have a constitution is set out in section 1223B. (6) If the CCIV is to be a retail CCIV, a copy of the compliance plan signed by all the directors of the proposed corporate director of the CCIV must be lodged with the application. Note: The requirement for a retail CCIV to have a compliance plan is set out in section 1226. (7) Subsection 117(5) applies as if the consents referred to in subsection (3) of this section were referred to in subsection 117(2). 1222B No other way to register a CCIV A body may not be taken under section 5H to be registered under this Act as a CCIV. 1222C Registration of a CCIV If: (a) an application to register a company as a CCIV is lodged under section 117; and (b) the company meets the requirements for registration as a CCIV set out in section 1222; ASIC may take the steps set out in paragraphs 118(1)(a), (b) and (c) for the company. Note 1: The CCIV comes into existence on registration: see section 119. Note 2: ASIC must also register at least one sub‑fund of the CCIV: see paragraph 1222(d) and section 1222R. 1222D Corporate director and members of a CCIV (1) A public company becomes the director of a CCIV on registration if the public company is specified in the application with its consent as the proposed corporate director of the CCIV. (2) A person becomes a member of a CCIV on registration if the person is specified in the application with their consent as a proposed member of the CCIV. Note: The shares taken to be issued to the member are those specified in the application: see subsection 120(2). (3) Subsection 120(1) does not apply in relation to a CCIV. Subdivision C—Names of CCIVs 1222E Special requirements for naming of CCIVs (1) Subsection 148(1) applies to a CCIV as if the reference to subsections (2) and (3) of section 148 were instead a reference to subsection (2) of this section. (2) A CCIV must have the expression "Corporate Collective Investment Vehicle" at the end of its name. 1222F Special requirements for acceptable abbreviations of CCIV names Section 149 has effect as if the following item were added to the table in subsection (1) of that section: 10 Corporate Collective Investment Vehicle CCIV 1222G Carrying on business using "CCIV" in name Section 156 has effect as if paragraph 156(1)(a) included a reference to the words "Corporate Collective Investment Vehicle" (or an abbreviation of those words). 1222H Change of name not allowed while sub‑fund in liquidation No application may be lodged with ASIC under section 157A in relation to a CCIV. Subdivision D—Retail CCIVs and wholesale CCIVs 1222J Meaning of retail CCIV and wholesale CCIV (1) A CCIV is a retail CCIV if: (a) the CCIV satisfies the retail CCIV test in section 1222K; or (b) the CCIV is notified as a retail CCIV (see section 1222L). (2) A CCIV that is not a retail CCIV is a wholesale CCIV. 1222K Retail CCIV test (1) A CCIV satisfies the retail CCIV test in this section if any of the following apply: (a) at least one member of the CCIV is covered by subsection (2) (about protected retail clients); (b) at least one member of the CCIV is covered by subsection (3) (about protected clients under custodial arrangements); (c) at least one member of the CCIV is covered by subsection (4) (about protected members of passport funds). When a person is a protected retail client of a CCIV (2) For the purposes of paragraph (1)(a), a person is covered by this subsection in relation to a CCIV if all of the following apply: (a) the person acquires a security (within the meaning of Chapter 7) issued by the CCIV, by way of: (i) an issue of the security to the person (rather than a transfer of the security to the person); or (ii) a transfer of the security to the person in circumstances described in subsection 1012C(5), (6) or (8) (secondary sales that require a Product Disclosure Statement); (b) the person acquired the security as a retail client for the purposes of Chapter 7; (c) the person is not associated (within the meaning of subsection 1241S(3)) with the CCIV; (d) if the person acquired the security by way of an issue—the issue was not made in a situation, or pursuant to an offer made in a situation, to which section 1012E (about small scale offerings) applies. Note: Section 1012E applies to financial products that are securities in a CCIV: see subsection 1241S(6). When a person is a protected client under a custodial arrangement (3) For the purposes of paragraph (1)(b), a person is covered by this subsection in relation to a CCIV if all of the following apply: (a) an acquisition of a security (within the meaning of Chapter 7) in the CCIV occurs pursuant to an instruction given by the person under a custodial arrangement (within the meaning of section 1012IA); (b) if there were an equivalent direct acquisition (within the meaning of subsection 1012IA(2)) by the person, the person would acquire the security as a retail client for the purposes of Chapter 7; (c) the person is not associated (within the meaning of subsection 1241S(3)) with the CCIV. When a person is a protected passport fund member (4) For the purposes of paragraph (1)(c), a person is covered by this subsection in relation to a CCIV if: (a) a sub‑fund of the CCIV is an Australian passport fund; and (b) the person became a member of the sub‑fund (whether in this jurisdiction or any host economy for the fund): (i) on the expectation that the sub‑fund would become an Australian passport fund; or (ii) after the sub‑fund became an Australian passport fund; and (c) the person: (i) is not, and has not at any time been, the corporate director of the CCIV; and (ii) is not a related party of an entity that is, or has at any time been, the corporate director of the CCIV. Note: See section 1216B for the circumstances in which a person becomes a member of a fund on the expectation that it would become an Australian passport fund. Regulations (5) The regulations may do either or both of the following: (a) prescribe additional circumstances in which a person is covered by subsection (2), (3) or (4) in relation to a CCIV; (b) provide that a particular class of person is not covered by subsection (2), (3) or (4) in relation to a CCIV. 1222L Notifying ASIC of status as a retail CCIV or wholesale CCIV (1) For the purposes of paragraph 1222J(1)(b), a CCIV is notified as a retail CCIV if: (a) the most recent notice lodged with ASIC under this section is a notice that the CCIV is, or wishes to be, a retail CCIV; or (b) both: (i) the notice required by subsection 1222A(4) to be lodged with the application to register the CCIV stated that the CCIV was to be a retail CCIV; and (ii) the CCIV has not lodged a notice with ASIC under this section stating that the CCIV is eligible to be, and wishes to be, a wholesale CCIV. (2) Subject to this section, a CCIV may at any time: (a) lodge with ASIC a notice in the prescribed form stating that the CCIV is, or wishes to be, a retail CCIV; or (b) lodge with ASIC a notice in the prescribed form stating that the CCIV is eligible to be, and wishes to be, a wholesale CCIV. Note: A CCIV that lodges a notice under paragraph (2)(b) will be a retail CCIV despite the notice if it is not eligible to be a wholesale CCIV because it passes the retail CCIV test: see section 1222J. Lodging a notice under paragraph (2)(b) in this situation is an offence: see subsection (7). When a retail CCIV notice must be lodged (3) A CCIV must lodge a notice under paragraph (2)(a) if, because of the operation of paragraph 1222J(1)(a) (about the retail CCIV test), the CCIV becomes a retail CCIV. (4) A notice required by subsection (3) must be lodged within 2 business days of the CCIV becoming a retail CCIV. (5) An offence based on subsection (3) is an offence of strict liability. (6) In any proceedings against a person for an offence based on subsection (3), it is a defence if at the relevant time the person did not know, and could not reasonably be expected to have known, that the CCIV satisfied the retail CCIV test. Note: A defendant bears an evidential burden in relation to the matter in this subsection: see subsection 13.3(3) of the Criminal Code. When a wholesale CCIV notice must not be lodged (7) A CCIV commits an offence if: (a) the CCIV lodges a notice under paragraph (2)(b); and (b) the CCIV satisfies the retail CCIV test. (8) An offence based on subsection (7) is an offence of strict liability. 1222M Table of provisions that apply only to retail CCIVs The following table sets out the main provisions of this Act that apply only in relation to retail CCIVs. If a provision is not set out in this table, disregard that fact in deciding whether or not the provision applies only to retail CCIVs. Provisions that apply only to retail CCIVs Item Topic Provision(s) 1 A sub‑fund of a retail CCIV may be registered as an Australian passport fund Part 8A.3 2 ASIC may direct a retail CCIV to modify its constitution section 1223C 3 Content requirements for the constitution of a retail CCIV sections 1223G and 1223H 4 Duties owed by a director of a retail CCIV subsection 1224D(2) 5 The corporate director of a retail CCIV must have external directors section 1224G 6 Extended responsibility of corporate director of a retail CCIV for certain acts of agents section 1224M 7 Limitation on right of the corporate director of a retail CCIV to fees and indemnities section 1224N 8 Limitation on right of the corporate director of a retail CCIV to acquire shares in the CCIV section 1224P 9 Duties owed by the officers of the corporate director of a retail CCIV section 1225 10 Duties owed by the employees of the corporate director of a retail CCIV section 1225F 11 Requirement for a retail CCIV to have a compliance plan Division 4 of Part 8B.3 12 Requirement for member approval for certain related party transactions relating to retail CCIVs (application of Chapter 2E) Subdivision A of Division 5 of Part 8B.3 13 Further requirements for redemptions of shares by a retail CCIV sections 1230G to 1230K 14 Requirements for self‑acquisition by retail CCIV subsection 1231J(2) 15 Part 2M.3 (financial reporting) section 1232 Subdivision E—Listing not permitted for certain CCIVs and sub‑funds 1222N Certain CCIVs and sub‑funds must not be listed The following must not be included in the official list of a prescribed financial market operated in this jurisdiction: (a) a wholesale CCIV; (b) a retail CCIV that has more than one sub‑fund; (c) a sub‑fund of a wholesale CCIV; (d) a sub‑fund of a retail CCIV that has more than one sub‑fund. Note 1: This section does not prohibit either or both of the following from being included in the official list of a prescribed financial market operated in this jurisdiction: (a) a sub‑fund of a retail CCIV that has only one sub‑fund; (b) that retail CCIV. Note 2: A retail CCIV will be a listed company if its single sub‑fund is included in such an official list even if the retail CCIV is not so included (see the definition of listed in section 9). Subdivision F—Changing company type not permitted 1222P Part 2B.7 does not apply to a CCIV Part 2B.7 (about changing company type) does not apply to a CCIV. Division 2—Registering a sub‑fund of a CCIV Subdivision A—What is a sub‑fund of a CCIV 1222Q What is a sub‑fund of a CCIV (1) A sub‑fund of a CCIV is all or part of the business of the CCIV that is registered as a sub‑fund under section 1222S. Note: A sub‑fund of a CCIV may be registered as a passport fund: see Part 8A.3. (2) A sub‑fund does not have legal personality. (3) A person is a member of a sub‑fund of a CCIV if the person: (a) is a member of the CCIV; and (b) holds one or more shares that are referable to the sub‑fund. Note: For when a share is referable to a sub‑fund, see section 1230. Subdivision B—How a sub‑fund of a CCIV is registered 1222R Initial sub‑funds to be registered when the CCIV is registered If ASIC registers a CCIV, ASIC must also register one or more sub‑funds of the CCIV. Note: If ASIC deregisters a sub‑fund, and as a result the CCIV has no sub‑funds, ASIC must deregister the CCIV: see section 1239K. 1222S Registration of a sub‑fund Registration of initial sub‑funds (1) ASIC may register a sub‑fund of a CCIV if: (a) ASIC registers the CCIV; and (b) the proposed name of the sub‑fund is specified in the application to register the CCIV. Registration of further sub‑funds (2) ASIC may also register a sub‑fund of a CCIV if an application to register the sub‑fund is lodged under section 1222U. ASIC to give sub‑fund an ARFN (3) If ASIC registers a sub‑fund, ASIC must give the sub‑fund an ARFN. ASIC must keep record of registration (4) ASIC must keep a record of the registration. Subsections 1274(2) and (5) apply to the record as if it were a document lodged with ASIC. 1222T Sub‑fund is established on registration (1) A sub‑fund of a CCIV is established at the beginning of the day on which the sub‑fund is registered. (2) The sub‑fund's name is the name specified in ASIC's record of the registration. 1222U Application to register further sub‑funds (1) To register a sub‑fund of a CCIV, a person may lodge an application with ASIC. Note: A CCIV must have at least one sub‑fund when it is first registered: see section 1222R. (2) The application must state: (a) the name and ACN of the CCIV; and (b) the proposed name of the sub‑fund; and (c) the name and address of each person who consents to become a member of the sub‑fund; and (d) the following: (i) the number and class of shares each member agrees in writing to take up; (ii) the amount (if any) each member agrees in writing to pay for each share; (iii) whether the shares each member agrees in writing to take up will be fully paid on registration; (iv) if that amount is not to be paid in full on registration—the amount (if any) each member agrees in writing to be unpaid on each share; (v) whether or not the shares each member agrees in writing to take up will be beneficially owned by the member on registration. (3) The application must be in the prescribed form. Subdivision C—Names of sub‑funds 1222V A sub‑fund's name CCIV using ACN (1) If a CCIV has as its name the expression "Australian Company Number" followed by the CCIV's ACN, a sub‑fund of the CCIV may have as its name the expression "Australian Registered Fund Number" followed by the sub‑fund's ARFN. CCIV using available name (2) If a CCIV has as its name an available name, a sub‑fund of the CCIV may have as its name an expression comprising the following 3 elements, in the following order: (a) first element—the CCIV's name (without the words "Corporate Collective Investment Vehicle" at the end of the name); (b) second element—a name that meets the requirements in subsection (3); (c) third element—the expression "Sub‑fund". (3) A name meets the requirements in this subsection unless the name is: (a) identical to a name that is used as the second element of the name of another sub‑fund of the same CCIV; or (b) identical to a name that is reserved by ASIC in respect of another person who is not the person applying to have the name; or (c) unacceptable for registration under the regulations. 1222W Using sub‑fund name and ARFN on documents (1) A CCIV must set out a sub‑fund's name and ARFN on all its public documents and negotiable instruments that relate to the sub‑fund. (2) An offence based on subsection (1) is an offence of strict liability. 1222X Acceptable abbreviations of sub‑fund names (1) The abbreviations set out in the following table may be used: (a) instead of words that this Act requires to be part of a sub‑fund's name or to be included in a document or negotiable instrument; and (b) instead of words that are part of a sub‑fund's name; and (c) with or without full stops. Acceptable abbreviations Item Word Abbreviation 1 Sub‑fund SF 2 Australian Registered Fund Number ARFN 3 Australian Aust 4 Number No 5 and & (2) If a sub‑fund's name includes any of these abbreviations, the word or words corresponding to the abbreviation may be used instead. 1222Y Sub‑fund changing its name (1) To change the name of a sub‑fund of a CCIV, the CCIV may lodge an application to ASIC in the prescribed form stating the proposed name of the sub‑fund. (2) However, no application may be lodged with ASIC under subsection (1) while the sub‑fund is in liquidation. (3) If the proposed na