ASIC RG 1 — ASIC Regulatory Guide – RG 1 Applying for and varying an AFS licence

Page 1 REGULATORY GUIDE 1 Applying for and varying an AFS licence June 2025 About this guide This guide is for applicants applying for an AFS licence or to vary their licence. You can use this guide to help you understand ASIC’s approach to assessing AFS licence applications and to prepare the information and documentation you will need to provide as part of the application process. Page 2 REGULATORY GUIDE 1: Applying for and varying an AFS licence © Australian Securities and Investments Commission June 2025 Page 2 About ASIC regulatory documents In administering legislation ASIC issues the following types of regulatory documents. Consultation papers: seek feedback from stakeholders on matters ASIC is considering, such as proposed relief or proposed regulatory guidance. Regulatory guides: give guidance to regulated entities by:  explaining when and how ASIC will exercise specific powers under legislation (primarily the Corporations Act)  explaining how ASIC interprets the law  describing the principles underlying ASIC’s approach  giving practical guidance (e.g. describing the steps of a process such as applying for a licence or giving practical examples of how regulated entities may decide to meet their obligations). Information sheets: provide concise guidance on a specific process or compliance issue or an overview of detailed guidance. Reports: describe ASIC compliance or relief activity or the results of a research project. Document history This guide was issued in June 2025 and is based on legislation and regulations as at the date of issue. In April 2026, we made amendments to reflect renamed Regulatory Guide 181 AFS licensing: Managing conflicts of interest (RG 181) and amended style and drafting practices. Previous versions:  Superseded Regulatory Guide 1, issued November 2007, reissued January 2008, May 2010, June 2012, July 2014, July 2015, August 2016, September 2017, April 2020, January 2021, December 2021 and June 2022  Superseded AFS Licensing Kit Part 1, issued February 2002 (version 1), updated October 2002 (version 2), April 2003 (version 3), October 2003 (version 4), March 2004 (version 5) and September and December 2004 (version 6), revised November 2005 (version 7), rebadged as a regulatory guide July 2007  How do you get an Australian financial services licence?—Process guideline, issued October 2001 This guide will also replace RG 2 and RG 3. Disclaimer This guide does not constitute legal advice. We encourage you to seek your own professional advice to find out how the Corporations Act and other applicable laws apply to you, as it is your responsibility to determine your obligations. Page 3 REGULATORY GUIDE 1: Applying for and varying an AFS licence © Australian Securities and Investments Commission June 2025 Page 3 Contents A Overview .................................................................................................4 What this guide is about ..........................................................................4 What is an AFS licence?..........................................................................4 ASIC’s role in assessing applications for AFS licences ..........................5 Types of applicants ..................................................................................7 B Your financial services business and AFS licence authorisations 10 Understanding your financial services business....................................10 Understanding your clients ....................................................................11 AFS licence authorisations ....................................................................12 Financial services ..................................................................................13 Financial products ..................................................................................25 Authorisation to use certain terms .........................................................27 C Your people ..........................................................................................29 Overview ................................................................................................29 Fit and proper test ..................................................................................29 Responsible managers ..........................................................................34 D Your general obligations.....................................................................38 Understanding your obligations as an AFS licensee .............................38 Efficiently, honestly and fairly ................................................................40 Organisational competence ...................................................................40 Representatives .....................................................................................40 Financial resources ................................................................................42 Human and technological resources .....................................................43 Outsourcing............................................................................................43 ASIC-registered auditor .........................................................................44 Compliance arrangements and conflicts management .........................44 Risk management ..................................................................................44 Dispute resolution ..................................................................................45 Compensation and insurance arrangements.........................................46 How to apply for approval of alternative arrangements .........................47 Appendix: Examples of financial product authorisations and financial product categories ..............................................................................49 Key terms .....................................................................................................60 Related information .....................................................................................65 Page 4 REGULATORY GUIDE 1: Applying for and varying an AFS licence © Australian Securities and Investments Commission June 2025 Page 4 A Overview Key points If you want to run a financial services business, you generally need an Australian financial services (AFS) licence: see RG 1.5–RG 1.11. To apply for an AFS licence or vary an existing AFS licence, you must lodge an application online through the ASIC Regulatory Portal. You must also pay the application fee when you lodge your application with ASIC. What this guide is about RG 1.1 This guide is for people or entities applying for an AFS licence or varying their existing AFS licence. RG 1.2 It is also relevant for foreign financial service providers applying for or varying a foreign AFS licence. RG 1.3 It provides an overview of our approach to assessing AFS licence applications and explains the information and documentation we will require you to provide as part of the application process. RG 1.4 For more information about the changes we have made to how you register through the ASIC Regulatory Portal and apply for or vary an AFS licence, see the AFS Licensing Kit webpage and Information Sheet 294 FAQs: AFS licence applications (INFO 294). What is an AFS licence? RG 1.5 AFS licences are regulated under the Corporations Act 2001 (Corporations Act) and authorise you and your representatives to provide financial services. RG 1.6 If you carry on a financial services business, you must hold an AFS licence, unless you are exempt or are authorised to provide those services as a representative of another person who holds an AFS licence. RG 1.7 The requirements you must meet before we can grant you a licence are set out in s913B. Note: In this guide, references to sections (s), chapters (Ch), divisions (Div), subdivisions (Subdiv) and parts (Pt) are to the Corporations Act, unless otherwise specified. You can find a copy of the Corporations Act on the Federal Register of Legislation. Page 5 REGULATORY GUIDE 1: Applying for and varying an AFS licence © Australian Securities and Investments Commission June 2025 Page 5 ASIC’s role in assessing applications for AFS licences RG 1.8 ASIC assesses applications for AFS licences as part of our role as regulator of the financial services industry. When we assess a licence application, we consider whether: (a) you are competent to carry on the kind of financial services business you are applying for (see s912A(1)(e)); (b) you have sufficient financial resources to carry on the business you are proposing (see s912A(1)(d)), unless: (i) you are regulated by the Australian Prudential Regulation Authority (APRA); or (ii) you are a foreign financial services provider under ASIC Corporations (Foreign Financial Services Providers—Foreign AFS Licensees) Instrument 2020/198 and are applying for a foreign AFS licence; (c) you have adequate risk management systems (see s912A(1)(h)), unless you are a body regulated by APRA; (d) the people associated with your licence are able to satisfy the requirement in s913BA (fit and proper person test); (e) you have a dispute resolution system (see s912A(1)(g) and (2)) and adequate compensation arrangements (see s912B), if you will be providing financial services to retail clients; and (f) you can meet your other obligations as a licensee if we grant you a licence. RG 1.9 You can also apply to vary your AFS licence. If your financial services business changes (e.g. you want your AFS licence to cover more financial services and products), you will need to apply to vary your licence. When we assess a variation application, we consider whether: (a) you have the capacity and are competent to provide the additional financial services or products you have asked to be authorised for; or (b) changing your other conditions (i.e. non-financial services or product authorisations) is appropriate. RG 1.10 When you operate under an AFS licence, it means that: (a) you must meet the licensee requirements under the Corporations Act; and (b) if something goes wrong, consumers have protections under the law. RG 1.11 In addition to assessing standard AFS licence applications, ASIC assesses applications for foreign AFS licences from foreign financial services providers and limited financial services licences. For more information on these two types of licences, see RG 1.12–RG 1.16. Page 6 REGULATORY GUIDE 1: Applying for and varying an AFS licence © Australian Securities and Investments Commission June 2025 Page 6 Foreign financial services provider RG 1.12 Generally, you can only apply for a foreign AFS licence if: (a) the financial services are provided only to wholesale clients; and (b) the financial services only involve financial products that have been assessed as sufficiently equivalent for the relevant overseas regulatory regime referred to in ASIC Corporations (Foreign Financial Services Providers—Foreign AFS Licensees) Instrument 2020/198 or an individual relief instrument provided on substantially the same terms as this instrument. RG 1.13 The application process for a foreign AFS licence is streamlined in recognition of the applicant’s existing authorisation to provide the relevant financial services in a sufficiently equivalent overseas regulatory regime. RG 1.14 Regulatory Guide 176 Foreign financial services providers (RG 176) explains when a foreign financial services provider is eligible to apply for a foreign AFS licence and other relief available. RG 1.15 A foreign AFS licensee is also exempt from certain provisions in Ch 7: see Table 3 in RG 176. However, under this modified AFS licensing regime, a foreign AFS licensee must still comply with: (a) all other applicable provisions under the Corporations Act; and (b) the applicable conditions on their foreign AFS licence and the Corporations Regulations 2001 (Corporations Regulations). Note: In this guide, references to regulations (reg) are to the Corporations Regulations, unless otherwise specified. Limited financial services provider RG 1.16 A limited financial services licence may authorise you to provide one or more of the following limited financial services: (a) provide financial product advice about interests in a self-managed superannuation fund (SMSF) or a holder’s existing interest in a superannuation product; (b) provide class of product advice on any of the following: (i) superannuation products; (ii) securities; (iii) simple managed investment schemes; (iv) general insurance products; (v) life risk insurance products; and (vi) basic deposit products; Page 7 REGULATORY GUIDE 1: Applying for and varying an AFS licence © Australian Securities and Investments Commission June 2025 Page 7 (c) arrange for another person to deal in an interest in an SMSF. Note: ‘Limited financial services’ is defined in regs 7.8.12A(4) and 7.8.14B(3) of the Corporations Regulations. You can find a copy of the Corporations Regulations on the Federal Register of Legislation. Trans-Tasman mutual recognition RG 1.17 If you are a ‘financial adviser’ under the Financial Markets Conduct Act 2013 of New Zealand, you can apply for an AFS licence in Australia requesting authorisations similar to those held under your New Zealand licence (see s18 of the Trans-Tasman Mutual Recognition Act 1997 ). While you will need to meet all of ASIC’s AFS licence application requirements, you can rely on your New Zealand education and experience to meet the competency requirements discussed in Regulatory Guide 105 AFS licensing: Organisational competence (RG 105). Types of applicants RG 1.18 Licence applications can be made by: (a) a natural person; (b) a body corporate; (c) a partnership; or (d) a multiple trustee entity. Individual RG 1.19 You can apply for a licence as a natural person. You cannot apply using your business name. Trusts RG 1.20 An AFS licence cannot be held by a trust. If you are the trustee(s) of a trust (e.g. a family, business or private trust), you must apply in your own name(s) and not in the name of the trust. For example, you should apply in the name of ‘John Smith’ or ‘ABC Pty Ltd’, or ‘The Trustees of ABC Trust’ (if there is more than one trustee), and not as ‘ABC Trust’. Sole trustee of a trust RG 1.21 If you are a body corporate acting as sole trustee of a trust that is seeking to be licensed, you need to apply as a body corporate applicant and provide details about your body corporate. An AFS licence cannot be held by a trust. For a trust established in Australia, the ACN or ABN entered into the application must be in the name of the body corporate trustee—for example, ‘XYZ Pty Ltd as trustee of ABC Trust’. The ACN or ABN cannot be in the name of the trust. Page 8 REGULATORY GUIDE 1: Applying for and varying an AFS licence © Australian Securities and Investments Commission June 2025 Page 8 RG 1.22 If you are a natural person acting as sole trustee of a trust, you need to obtain an ABN in your own name. That is, the ABN cannot be held in the name of ‘The Trustee of ABC Trust’. Multiple trustees of a trust RG 1.23 Where a trust has two or more trustees, the trustees of the trust are together a notional person that can apply for an AFS licence. This notional person must apply using its own ABN (e.g. the ABN must be held in the name ‘The Trustees of ABC Trust’). Body corporate RG 1.24 If you are a body corporate, your application will need to include the body corporate’s registered name and address of each director and secretary: see reg 7.6.03(a). Partnership RG 1.25 If you are a partnership seeking to be licensed, you need to apply as a partnership applicant and provide details about your partnership. RG 1.26 If you are a partnership made up of the trustees of two or more trusts, you need to apply as a partnership applicant and provide details about your partnership. An AFS licence cannot be held by a trust. The ABN, if the partnership holds one, entered into the application must be the partnership’s ABN. AFS licence number RG 1.27 If ASIC grants you a licence, you will be given a unique licence number. If you already hold an Australian credit licence, your AFS licence number will be the same as your Australian credit licence number: see s913C. APRA-regulated bodies RG 1.28 If you are a body regulated by APRA, you will need to provide details of your APRA registration or your application to be an APRA-regulated body in your AFS licence application. RG 1.29 If you are an APRA-regulated body, or are applying to be an APRA-regulated body and relying on obtaining APRA approval for your AFS licence, you will not need to provide information about financial, technological and human resources or your risk management systems. This is designed to reduce duplication between the two regimes. RG 1.30 If you are relying on being an APRA-regulated body, we will not issue your AFS licence until your APRA approval is obtained. Page 9 REGULATORY GUIDE 1: Applying for and varying an AFS licence © Australian Securities and Investments Commission June 2025 Page 9 RG 1.31 If you are, or are applying to be an APRA-regulated body, and you are applying to ASIC to operate a registered managed investment scheme, you will still need to provide information to demonstrate adequate resources to operate a registered managed investment scheme. For more details, see Information Sheet 86 How do RSE and AFS licensing application processes work together? (INFO 86). Market or clearing participant RG 1.32 In the application, you will be asked if you are a participant of: (a) a licensed market (i.e. a financial market covered by an Australian market licence); and/or (b) a licensed clearing and settlement (CS) facility (i.e. a CS facility covered by an Australian CS facility licence). Note: A ‘participant’ in a CS facility is defined in s768A(3) and (4). A ‘participant’ in a financial market is defined in s767A(4) and (5). RG 1.33 If you are or intend to be a market participant, and you appoint a wholly owned entity as a nominee to: (a) hold financial products or a beneficial interest in a financial product that you acquire or will dispose of on a financial market; and (b) these financial products will be held on trust for or on behalf of a client of you as the licensee; then (c) you will be subject to a condition making you liable for the nominee’s conduct in relation to that financial service: see reg 7.6.01(1)(v). RG 1.34 If your business as a market participant is solely as a principal trader (i.e. trading on your own behalf), you are likely to need the financial service authorisations for making a market and dealing. You can select the relevant authorisations in the application. Page 10 REGULATORY GUIDE 1: Applying for and varying an AFS licence © Australian Securities and Investments Commission June 2025 Page 10 B Your financial services business and AFS licence authorisations Key points Understanding your financial services business and selecting the relevant licence authorisations is one of the most important steps in applying for a licence. Your authorisations determine the financial services you can provide under your licence and the financial products those services may relate to. The authorisations also affect the obligations you will have as a licensee. This section gives an overview of the financial services and financial product authorisations available under an AFS licence. It also refers you to other information that may help you consider which authorisations you may need for your proposed financial services business. We also explain that if your financial services business changes, you need to apply to vary your AFS licence. Understanding your financial services business RG 1.35 It is important to understand whether the business activities you propose to undertake are financial services that require you to hold an AFS licence. RG 1.36 You will need to provide details about your business activities and how you intend to operate including: (a) the financial services and products you will provide—for example: (i) if you will be operating a registered managed investment scheme, the types of asset(s) the scheme will hold (e.g. whether you will issue stapled securities or operate as a hedge fund); and/or (ii) if you will be dealing in or advising on derivatives or foreign exchange contracts, the particular products this will involve (e.g. exchange traded options, over-the-counter (OTC) transactions, trading warrants, contracts for difference); (b) how you will generate income from providing financial services and products (e.g. whether you will charge a fee-for-service, receive commissions, use a buy–sell spread); (c) the proportion of your total income that you estimate each type of financial service and product will generate; (d) forecasts of your anticipated business growth; (e) whether you will provide services to retail and/or wholesale clients; Page 11 REGULATORY GUIDE 1: Applying for and varying an AFS licence © Australian Securities and Investments Commission June 2025 Page 11 (f) if you are a product issuer, the distribution channels you will use to distribute your products (e.g. authorised representatives, other AFS licensees); (g) how you will deliver those financial services and products to your clients (e.g. through a call centre, face-to-face meetings, internet); (h) whether your business will operate in Australia and/or other countries, and how you will supervise and monitor compliance with your licence obligations; and (i) whether any financial service-related functions are outsourced, and if so, who will perform these functions, and in which locations. RG 1.37 We recommend that you include appropriate diagrams setting out your business model, significant entities supporting the delivery of your financial services and products (including related and unrelated entities you will have contractual arrangements with to provide any material outsourced services), and relevant transaction and money flows. This will help us to better understand your business model and how you intend to operate your financial services business. RG 1.38 The matters at RG 1.36 are also relevant if you are an existing AFS licensee intending to expand the financial services and products you provide or the types of clients you service (e.g. retail clients). If so, it is likely you will need to apply to vary your licence. Understanding your clients RG 1.39 The Corporations Act has two types of clients you can provide your financial service to—retail clients and/or wholesale clients: see s761G and 761GA. RG 1.40 Under s761G(4), a financial product or financial service is taken to be provided to a person as a retail client unless that person is classified as a wholesale client. Note: There are different tests for determining a wholesale client, see s761G and 761GA and Div 2 of Pt 7.1 of the Corporations Regulations. For example, a professional investor such as an AFS licensee may be a wholesale client, see s761G(7)(d). RG 1.41 It is extremely important to know whether you will be providing your financial services or products to retail or wholesale clients. This is because different licensee obligations will apply. For example, if you have retail clients, you will need to have internal and external dispute resolution arrangements and have adequate compensation arrangements: see Pro Forma 209 Australian financial services licence conditions (PF 209). RG 1.42 Dispute resolution systems for handling retail client complaints must consist of internal dispute resolution processes and membership of the Australian Page 12 REGULATORY GUIDE 1: Applying for and varying an AFS licence © Australian Securities and Investments Commission June 2025 Page 12 Financial Complaints Authority (AFCA). For guidance on the standards and requirements approved by ASIC, see Regulatory Guide 271 Internal dispute resolution (RG 271). AFCA is not a government department or agency. Its role is to help consumers and small businesses resolve their complaints with financial firms. ASIC has oversight of AFCA: see Regulatory Guide 267 Oversight of the Australian Financial Complaints Authority (RG 267). RG 1.43 If an AFS licensee provides a financial service to a retail client, the licensee must have arrangements for compensating retail clients for loss or damage suffered because of breaches of the relevant obligations under Ch 7 by the licensee or its representatives. Unless ASIC approves alternative arrangements, or the applicant is exempt (see reg 7.6.02AAA(3)), the licensee must hold adequate professional indemnity (PI) insurance which takes into account the nature of the financial services business and the potential liability for compensation claims. For more information about the minimum requirements for adequate PI insurance, see Regulatory Guide 126 Compensation and insurance arrangements for AFS licensees (RG 126). RG 1.44 Some applicants, such as principal traders, have told us that they do not have clients. If you believe that you do not have clients, you should select ‘wholesale clients’ in your application. AFS licence authorisations RG 1.45 It is important that your financial services business holds the appropriate licence authorisations. This is because the licence authorisations affect: (a) whether you are licensed or unlicensed to provide particular financial services; (b) who you can provide financial services to; (c) the obligations you will have as a licensee; and (d) whether you can use certain restricted terms (e.g. ‘stockbroker’, ‘insurance broker’). RG 1.46 You need to carefully consider all the activities you propose to undertake to determine whether they are financial services, and if so, which authorisations you will require. You may not need to be authorised to provide the same financial services for each product. Similarly, you may want to provide different financial services to retail or wholesale clients. If you don’t have the appropriate licence authorisations, you may be providing unlicensed financial services. This may mean you cannot enforce claims against your clients (see s925E), and you risk ASIC taking regulatory action against you, which may result in civil and criminal sanctions. Page 13 REGULATORY GUIDE 1: Applying for and varying an AFS licence © Australian Securities and Investments Commission June 2025 Page 13 RG 1.47 You should only apply for authorisations that cover the financial services and products that you intend to provide if a licence is granted. Applying for authorisations just in case you might want them may increase the application fee, may impose additional industry funding levies, and may increase the time it takes for ASIC to assess your application. Note: We may cancel your AFS licence if you do not provide a financial service covered by your licence within six months of the licence being granted (see s915B). You must notify us if you fail to provide a financial service within this time. RG 1.48 For examples of the financial services authorisations that an AFS licence applicant may seek by reference to particular business models or activities, see Table 2 in the appendix. Financial services Provide financial product advice Types of financial product advice RG 1.49 If you intend to make a recommendation or a statement of opinion about financial products, you will generally need to apply for an authorisation to provide financial product advice. Financial product advice comprises: (a) personal advice—this is defined in s766B(3). Generally, you will be giving personal advice if you have considered, or a reasonable person might expect you to have considered, one or more of the client’s objectives, financial situation and needs; (b) general advice—this is defined in s766B(4). It covers all financial product advice that is not personal advice; or (c) class of product advice—this is defined in s910A and reg 7.6.04(3) as financial product advice about a class of products that does not include a recommendation about a specific product in the class. RG 1.50 For more information on financial product advice and the distinction between personal and general advice, see Regulatory Guide 36 AFS licensing: Financial product advice and dealing (RG 36) and Regulatory Guide 175 AFS licensing: Financial product advisers—Conduct and disclosure (RG 175). RG 1.51 You can apply for one or more of the following financial product advice authorisations: (a) Provide financial product advice—This authorisation covers both personal and general advice. If you wish, you can limit this authorisation at a product level to only retail clients or wholesale clients. For example, you can choose to provide financial product advice about securities to only retail clients, and separately provide financial product advice about Page 14 REGULATORY GUIDE 1: Applying for and varying an AFS licence © Australian Securities and Investments Commission June 2025 Page 14 derivatives to only wholesale clients. You can also combine the provision of personal and general product advice for various financial products (e.g. managed investment schemes). (b) Provide general financial product advice only—This authorisation only covers the provision of general advice (i.e. it does not cover personal advice). You can limit this authorisation at a product level to only retail clients or wholesale clients. (c) Provide general financial product advice only to wholesale clients—This authorisation covers the provision of general advice to only wholesale clients (i.e. it does not cover personal advice or general advice to retail clients). Deal in a financial product Types of dealing services RG 1.52 If you intend to provide dealing services in financial products, you will generally need to apply for one or more authorisations to provide dealing services. Dealing in a financial product is defined in s766C. You will be dealing if you do any of the following, either as principal or as an agent of another person: (a) apply for, acquire, issue, vary or dispose of a financial product; or (b) in relation to securities or managed investment interests, underwrite the securities or interests. RG 1.53 The terms acquire, dispose and issue are defined in s9 and 761E. RG 1.54 Arranging for a person to engage in certain conduct, such as issuing, applying for, or acquiring a financial product, constitutes dealing unless: (a) the actions concerned amount to providing financial product advice (see s766C(2)); or (b) the conduct is exempt from the definition of dealing—for example, if the clerks and cashiers exemption applies (see s766A(3)). RG 1.55 For more information on the meaning of ‘dealing in a financial product’ and ‘arranging’, see Sections C and D of RG 36. RG 1.56 You can apply for one or more of the following dealing authorisations: (a) Issue, apply for, acquire, vary or dispose of a financial product—This authorisation generally applies to product issuers, such as responsible entities, life companies, fund managers and general insurers. However, it can apply to anyone who wants to provide any of these types of dealing services as principal or as an agent. Page 15 REGULATORY GUIDE 1: Applying for and varying an AFS licence © Australian Securities and Investments Commission June 2025 Page 15 (b) Apply for, acquire, vary or dispose of a financial product on behalf of another person—This authorisation generally applies to anyone who acts on behalf of another person (e.g. a consumer or investor) to apply for, acquire or dispose of a financial product. (c) Underwrite an issue of securities and/or interests in managed investment schemes—This authorisation generally applies to anyone who underwrites an issue of securities (including securities in a corporate collective investment vehicle (CCIV)) and/or interests in managed investment schemes (including both registered schemes and unregistered schemes such as an investor directed portfolio service (IDPS)). (d) Arrange for another person to: (i) issue, apply for, acquire, vary or dispose of a financial product— This authorisation generally applies to anyone who is arranging for a product issuer to sell, vary or dispose of a financial product; (ii) apply for, acquire, vary or dispose of a financial product—This authorisation generally applies to anyone who is arranging for another person (e.g. an investor) to apply for, acquire, vary or dispose of a financial product; or (iii) underwrite an issue of securities and/or interests in managed investment schemes. Make a market RG 1.57 Makes a market is defined in s766D. You will be making a market if you regularly quote prices at which you will buy or sell financial products, and other persons could reasonably expect to be able to regularly sell to you, or buy from you, financial products at the prices you have quoted. RG 1.58 An authorisation to make a market is generally used in relation to activities involving the buying and selling of foreign exchange contracts, derivatives, bonds and debentures, carbon credits and securities. Tip: Consider other related authorisations you may need If you are making a market, you are likely to also be providing other financial services. For example, you should consider whether you need to be authorised to deal in a financial product (e.g. to issue and acquire a financial product). If you are making a market for OTC products (e.g. OTC derivatives), you should also consider whether you need to be authorised to provide financial product advice (e.g. if you will be providing general advice about OTC derivatives). Page 16 REGULATORY GUIDE 1: Applying for and varying an AFS licence © Australian Securities and Investments Commission June 2025 Page 16 Operate a registered scheme RG 1.59 If you intend to operate a managed investment scheme to accept retail investors, or you intend to carry on a business promoting managed investment schemes, you: (a) will need to register the managed investment scheme with ASIC (see s601EB); (b) must be a registered Australian public company and act as the responsible entity of the registered scheme (see s601FA); (c) will need to apply for authorisations to operate the registered managed investment scheme and to provide other relevant financial services such as dealing and advice in relation to the scheme and its underlying assets; and (d) will generally not need to apply for an authorisation to provide a custodial or depository service (see the exception in s766E(3)(b)). Registered scheme authorisations RG 1.60 You can apply to operate a registered scheme by either: (a) limiting the scheme to a particular named scheme; or (b) seeking an authorisation to operate a scheme of a particular asset kind (e.g. direct real property, derivatives or financial assets). RG 1.61 ASIC will generally grant a new responsible entity an Operate registered scheme authorisation limited to a particular named scheme. As your business grows, you may wish to register additional named schemes or lodge a variation application to not name the schemes. Asset kind—Registered scheme RG 1.62 If you can demonstrate a problem-free experience operating named schemes for at least two years, you may wish to apply to operate schemes of a particular asset kind. RG 1.63 Whether ASIC will grant you an asset kind scheme authorisation will depend on a range of factors including the competence and capacity of your responsible managers, your experience operating named schemes, and resources. We may also seek other information we consider relevant to your particular circumstances: see Section D of RG 105. RG 1.64 The benefit of holding a particular asset kind scheme authorisation is you won’t have to apply to vary your AFS licence again if you later wish to register a new scheme of that particular asset kind. Page 17 REGULATORY GUIDE 1: Applying for and varying an AFS licence © Australian Securities and Investments Commission June 2025 Page 17 RG 1.65 You can apply to operate an asset kind scheme for the following asset kinds: (a) Derivatives—This covers schemes that hold derivatives for hedging or other purposes, other than as incidental property. (b) Direct real property—This includes listed property trusts, serviced strata schemes and stable property trusts or syndicates. (c) Film schemes—This covers schemes with the sole purpose of producing and/or exploiting a cinematograph film (as defined in the Copyright Act 1968). (d) Financial assets—This covers schemes that hold cash, cheques, orders for payment of money, bills of exchange, promissory notes, securities, deposit products and interests in managed investment schemes, but does not include derivatives. (e) IDPS-like—This covers IDPS-like services provided through a registered scheme under Ch 5C. For more information, see Regulatory Guide 148 Platforms that are managed investment schemes and nominee and custody services (RG 148). (f) Mortgages—This covers both pooled mortgage schemes and contributory mortgage schemes. For more information, see Regulatory Guide 144 Mortgage investment schemes (RG 144). (g) Primary production—This covers aquaculture, cattle breeding, forestry, horse breeding, horticulture, livestock grown for fleece, ratites (ostriches/emus), tea trees, viticulture or other specialised schemes. (h) Time-sharing schemes—For more information, see Regulatory Guide 160 Time-sharing schemes (RG 160). (i) Commodities—This covers schemes that hold raw materials, metals (including precious metals), agricultural products and energy products, but does not include financial assets, derivatives, crypto-assets or primary production schemes. (j) Crypto-assets—This covers schemes that invest in, or provide direct exposure to, crypto-assets that are not financial products. For more information, see Information Sheet 225 Digital assets: Financial products and services (INFO 225). Note 1: For the definition of crypto-asset, see the key terms at the end of this guide. Note 2: As outlined in INFO 225, we expect that, for crypto-assets that are not financial products, you will select the asset kind ‘crypto-asset’ when seeking authorisation to operate a registered managed investment scheme. (k) If the nature of the asset kind(s) is novel (i.e. it does not fit within the categories above) and we are prepared to grant you an authorisation, we will grant you a tailored authorisation. Page 18 REGULATORY GUIDE 1: Applying for and varying an AFS licence © Australian Securities and Investments Commission June 2025 Page 18 Tip: Consider other related authorisations you may need When you operate a registered scheme, you will generally also be dealing (e.g. issuing interests in the scheme and dealing in scheme assets that are financial products). Most applicants who apply to operate a registered scheme will also need the dealing authorisation to apply for, acquire, vary or dispose of financial products (as principal or agent): see s766C(1). You should consider how you will distribute interests in the registered scheme and whether you need to be authorised to provide financial product advice. If you do not apply for financial product advice authorisations, you may be asked during the assessment to provide details about your proposed activities, including proposed distribution arrangements for interests in the registered scheme, so we can understand whether a financial product advice authorisation is required. RG 1.66 You don’t need a specific authorisation for an asset held as ‘incidental property’. This involves holding certain assets necessary or incidental to the operation of your registered scheme that are a small proportion of assets of the scheme, as well as certain liquid financial assets held for a short period, and derivatives and foreign exchange contracts that are derivatives under s761D for certain limited purposes: see the definition of ‘incidental property’ in PF 209. When to register your scheme(s) RG 1.67 ASIC will not accept lodgement of your scheme documents for registration before you receive a draft licence authorising you to operate the named scheme or schemes of that asset kind. After you receive your draft licence, you have up to four months to register your scheme. For a named scheme authorisation, we can grant your licence and register the named scheme on the same day. RG 1.68 For more information about registered schemes, see How to register a managed investment scheme on the ASIC website. Licence authorisation for unregistered schemes RG 1.69 If you are intending to operate an unregistered managed investment scheme, you are likely to need authorisations to: (a) deal by issuing, applying for, acquiring, varying or disposing in financial products (to issue interests in the scheme and deal in scheme assets that are financial products); (b) provide a custodial or depository service (this may also be as an incidental provider); and Note: See Regulatory Guide 166 AFS licensing: Financial requirements (RG 166) and ASIC Corporations (Financial Requirements for Custodial or Depository Service Providers) Instrument 2023/648). (c) if relevant, provide financial product advice. Note: For more information, see Information Sheet 251 AFS licensing requirement for trustees of unregistered managed investment schemes (INFO 251). Page 19 REGULATORY GUIDE 1: Applying for and varying an AFS licence © Australian Securities and Investments Commission June 2025 Page 19 RG 1.70 Unregistered managed investment schemes include IDPS and managed discretionary account (MDA) services covered by ASIC relief: see Regulatory Guide 179 Managed discretionary accounts (RG 179) and ASIC Corporations (Managed Discretionary Account Services) Instrument 2016/968. If you intend to provide IDPS and MDA services, you are likely to need the financial service authorisation for dealing and, if relevant, for advising and/or providing a custodial or depository service: see RG 1.85, RG 1.86 and RG 1.116. Operate a CCIV RG 1.71 If you intend to operate the business and conduct the affairs of a CCIV, you will need to be appointed as a corporate director of the CCIV. RG 1.72 You must be a public company that holds an AFS licence authorising you to operate the business and conduct the affairs of the CCIV: see s1224F. This requirement applies whether the CCIV is a retail CCIV or a wholesale CCIV. Choosing what type of CCIV you will operate RG 1.73 To operate the business and conduct affairs of a CCIV, you will need an authorisation for a: (a) retail CCIV; and/or (b) wholesale CCIV. Limit on operations of retail CCIVs RG 1.74 If you are a new applicant and you intend to operate a retail CCIV, you will generally be subject to a licence condition limiting your operations to one retail CCIV with a single sub-fund (limiting condition) unless you can demonstrate that you have the organisational competence and the capacity (i.e. the compliance systems and available financial, technological and human resources) to operate multiple CCIVs and multiple sub-funds. Note: For more information, see Section D of RG 105. RG 1.75 If you subsequently wish to operate multiple CCIVs and multiple sub-funds, you can apply to vary your AFS licence to remove the condition. You would need to demonstrate a problem-free experience and satisfy us that you have the competence and capacity to operate multiple CCIVs and multiple sub-funds. CCIV asset types RG 1.76 All CCIV assets must be allocated to a sub-fund, which must be operated as a separate business. Although we authorise the operation of a CCIV, we do so on the basis that each sub-fund has assets that are within the asset type(s) you are authorised to hold as a CCIV. You must ensure that the CCIV will not hold any assets that are not permitted by the authorisations of your AFS licence. Note: If you hold assets that are only ‘incidental property’, you do not need to select an asset type for such assets. Page 20 REGULATORY GUIDE 1: Applying for and varying an AFS licence © Australian Securities and Investments Commission June 2025 Page 20 RG 1.77 You can apply for an authorisation to hold the following types of assets as a CCIV: (a) Commodities—This covers sub-funds of a CCIV that hold raw materials, metals (including precious metals), agricultural products and energy products, but does not include financial assets, derivatives, crypto-assets or primary production sub-funds. (b) Crypto-assets—This covers sub-funds of a CCIV that invests in, or provides exposure to, crypto-assets which are not financial products. Note 1: For the definition of crypto-asset see the key terms at the end of this guide. Note 2: We expect that, for crypto-assets that are not financial products, you will select the ‘crypto-asset’ asset type when seeking authorisation to operate the business and conduct the affairs of a CCIV. (c) Derivatives—This covers sub-funds of a CCIV that hold derivatives for hedging or other purposes, other than as incidental property. (d) Direct real property—This covers sub-funds of a CCIV that hold physical real property assets. (e) Films—This covers sub-funds of a CCIV with the sole purpose of producing and/or exploiting a cinematograph film (as defined in the Copyright Act 1968). (f) Financial assets—This covers sub-funds of a CCIV that hold cash, cheques, orders for payment of money, bills of exchange, promissory notes, securities, deposit products and interests in managed investment schemes, but does not include derivatives. (g) Mortgages—This covers sub-funds of a CCIV that hold mortgage assets. (h) Primary production—This covers aquaculture, cattle breeding, forestry, horse breeding, horticulture, livestock grown for fleece, ratites (ostriches/ emus), tea trees, viticulture or other specialised sub-funds of CCIVs. (i) Other—This covers other specialised sub-funds of a CCIV. Note: If the nature of the asset type(s) is novel (and does not fit within these categories), we may grant a tailored authorisation. Tip: Consider other related authorisations you may need When you operate the business and conduct the affairs of a CCIV, you will generally also be carrying on dealing activities (e.g. dealing in CCIV assets that are financial products) and are likely to need a dealing authorisation. For example, if the CCIV will hold foreign exchange contracts, you will generally need an authorisation to deal in foreign exchange contracts. Note: A corporate director will not require a dealing authorisation to issue, vary or dispose of the ‘securities’ in the CCIVs that they operate: see s766C(4)(c). You may also need to be authorised to provide financial product advice, depending on how you distribute your CCIV and sub-fund(s). Page 21 REGULATORY GUIDE 1: Applying for and varying an AFS licence © Australian Securities and Investments Commission June 2025 Page 21 When to register your CCIV(s) and sub-fund(s) RG 1.78 A CCIV must be registered and must have at least one sub-fund that is registered at the same time. We may register additional sub-funds of the CCIV upon receiving an application from the corporate director. RG 1.79 Before you can register your CCIV(s) and/or sub-fund(s), you need to: (a) if you are a new AFS licence applicant—lodge an AFS licence application and be assessed as having the organisational competence and capacity to operate the CCIV(s) and asset kind of the sub-fund(s); or (b) if you are an existing AFS licensee—ensure that your current AFS licence authorises you to operate the relevant CCIV and asset type of the sub- fund(s) assets. If it does not, you will need to lodge an application to vary your AFS licence. RG 1.80 If you have submitted an application for an AFS licence or variation, you must not lodge your application to register the CCIV or sub-fund with us before you receive your final licence. RG 1.81 For more information about registering a CCIV and sub-fund, see Information Sheet 272 How to register a corporate collective investment vehicle and sub- fund (INFO 272). Provide a custodial or depository service RG 1.82 If you intend to provide a custodial or depository service such as holding a client’s financial products, or a beneficial interest in a financial product, you will generally need to apply for an authorisation to provide a custodial or depository service. Custodial or depository service is defined in s766E. RG 1.83 You generally don’t need an authorisation to provide a custodial or depository service if you only operate a registered scheme or a CCIV or a regulated superannuation fund, or if you only hold a basic deposit product or client money under Pt 7.8: see s766E(3) and reg 7.1.40. See also Regulatory Guide 133 Funds management and custodial services: Holding assets (RG 133) for further details on the obligations in relation to providing custodial services. RG 1.84 If you will provide custodial or depository services, you will need an authorisation to operate as either: (a) an IDPS; or (b) a custodial or depository service that is not an IDPS. Page 22 REGULATORY GUIDE 1: Applying for and varying an AFS licence © Australian Securities and Investments Commission June 2025 Page 22 IDPSs RG 1.85 If you propose to be an IDPS operator under ASIC Corporations (Investor Directed Portfolio Services Provided Through a Registered Managed Investment Scheme) Instrument 2023/668 and ASIC Corporations (Investor Directed Portfolio Services) Instrument 2023/669, you will need to apply for an authorisation to operate an IDPS. RG 1.86 If, as an IDPS operator, you will not be responsible for performing the custody functions for the IDPS (i.e. you will only provide reporting and transaction services), generally you won’t need to apply for a custodial or depository service authorisation. See RG 148 for further details on licensing requirements and obligations applying to an IDPS or IDPS-like schemes. Custodial or depository services that are not an IDPS RG 1.87 This authorisation covers all other types of custodial or depository services, including those provided by: (a) professional custodians; (b) incidental providers; or (c) MDA services providers or external MDA custodians. Note: For more information on our policy and licensing requirements for MDA services, see RG 179. Incidental providers of custodial or depository services RG 1.88 Even if you intend to be an incidental provider of custodial or depository services, you still need an authorisation to provide a custodial or depository service. RG 1.89 Although we impose different financial requirements for incidental providers, this doesn’t remove the need for you to be authorised to provide those services. RG 1.90 For more information on the financial requirements for incidental providers, see Appendix 4 of RG 166. Tip: Other authorisations you may need If you provide a custodial or depository service, you are also likely to be dealing (e.g. applying for, or acquiring a financial product on behalf of another person). You need to consider which type of dealing activities you will be undertaking and apply for those that are relevant. Page 23 REGULATORY GUIDE 1: Applying for and varying an AFS licence © Australian Securities and Investments Commission June 2025 Page 23 Provide traditional trustee company services RG 1.91 If you intend to provide traditional trustee company services, you will generally need to apply for an authorisation to provide traditional trustee company services. RG 1.92 Traditional trustee company services (see s601RAC(1)) include: (a) preparing wills, trust instruments and powers of attorney; (b) applying for probate of a will; (c) establishing and operating common funds; and (d) acting as a trustee of any kind, or as an executor or administrator of an estate. RG 1.93 Only a body corporate trustee company prescribed and listed in Sch 8AA of the Corporations Regulations can provide traditional trustee company services. RG 1.94 If you are not prescribed under the Corporations Regulations as a trustee company, and wish to be, you will need to submit an application to ASIC. The application will then need to be formally approved by the Minister covering the matters in s601RAB(2A). RG 1.95 In your application, you will need to provide information about the resources available to carry out the proposed trustee company activities, including financial resources (e.g. whether you meet the net tangible assets (NTA) requirements in RG 166). RG 1.96 If approved by ASIC and the Minister, your name will need to be included in Sch 8AA of the Corporations Regulations: see s601RAB. Provide a crowd-funding service RG 1.97 If you intend to provide crowd-sourced funding services, you will generally need to apply for an authorisation to provide a crowd-funding service. Crowd- funding service is defined in s766F. The crowd-sourced funding (CSF) regime is dealt with in Pt 6D.3A and Ch 7. RG 1.98 An AFS licensee who is authorised to provide a crowd-funding service is a CSF intermediary: see s738C. RG 1.99 A CSF intermediary provides a crowd-funding service if: (a) the CSF intermediary operates a platform for hosting CSF offers (see s738L(6)), which includes a website or other electronic facility; (b) the platform is used to publish a CSF offer document (see s738J(1)) for a CSF offer of fully-paid ordinary shares (see s738B and reg 6D.3A.01) by an eligible CSF company (which must be an unlisted public company with a principal place of business in Australia—see s738H); and (c) applications may be made to the CSF intermediary for the issue, by the eligible CSF company, of shares under the CSF offer. Page 24 REGULATORY GUIDE 1: Applying for and varying an AFS licence © Australian Securities and Investments Commission June 2025 Page 24 RG 1.100 The financial service of providing a crowd-funding service also includes performing all other aspects of the role of a CSF intermediary under Pt 6D.3A. RG 1.101 A CSF intermediary provides a crowd-funding service to: (a) a person who uses the application facility on the CSF intermediary’s platform to apply for shares under the CSF offer; and/or (b) the eligible CSF company making the CSF offer. RG 1.102 For more information, see Regulatory Guide 262 Crowd-sourced funding: Guide for intermediaries (RG 262) and Regulatory Guide 261 Crowd-sourced funding: Guide for companies (RG 261). Provide a claims handling and settling service RG 1.103 If you intend to provide claims handling and settling services for insurance products, you will generally need to apply for an authorisation to provide a claims handling and settling service. Claims handling and settling service is defined in s766G. RG 1.104 If you intend to provide claims handling and settling services and you belong to certain prescribed categories (see Table 1), you must hold an AFS licence authorising you to provide such services (a ‘claims handling authorisation’), or be authorised by a person who holds a claims handling authorisation (unless an exemption applies). RG 1.105 You will be providing a claims handling and settling service if you undertake one or more of the following activities in relation to an insurance product: (a) making a recommendation or stating an opinion in response to an inquiry about a claim or potential claim; (b) making a recommendation or stating an opinion that could influence a decision about making or continuing with a claim; (c) representing someone in pursuing a claim; (d) assisting another person to make a claim; (e) assessing whether an insurer is liable under an insurance product; (f) making a decision to accept or reject all or part of a claim; (g) quantifying an insurer’s liability under an insurance product; (h) offering to settle all or part of a claim; or (i) satisfying a liability of an insurer under a claim. RG 1.106 Table 1 lists the categories of industry participants who must hold an AFS licence with a claims handling authorisation. For more information, see Information Sheet 253 Claims handling and settling: How to comply with your AFS licence obligations (INFO 253). Page 25 REGULATORY GUIDE 1: Applying for and varying an AFS licence © Australian Securities and Investments Commission June 2025 Page 25 Table 1: Categories of industry participants who must hold an AFS licence with a claims handling authorisation Category Description Insurer You are the issuer of the insurance product. Insurance fulfilment provider You carry on a business of providing goods or services to satisfy an insurer’s liability to its insured and have authority from an insurer to reject all or part of a claim. Insurance claims manager You provide a claims handling and settling service on behalf of one or more insurers and do so as a business or as a primary part of your business. Claimant intermediary You carry on a business of representing insured people in pursuing a claim and do so in return for any benefit (monetary or otherwise) which is given to you or a person nominated by you. Insurance broker You carry on a business of arranging contracts of insurance for intending insureds and provide a claims handling and settling service on behalf of the insurer. Financial adviser You provide financial product advice to an insured person (including one who is a third-party beneficiary) and provide a claims handling and settling service on behalf of the insurer. Provide a superannuation and trustee service RG 1.107 If you intend to operate a registrable superannuation entity (RSE) as trustee you will generally need to apply for an authorisation to provide a superannuation and trustee service. Providing a superannuation trustee service is defined in s766H. RG 1.108 The authorisation to provide a superannuation trustee service covers all activities involved in operating an RSE, at all stages of your interactions and transactions with your members and others. RG 1.109 RSE licensees that meet certain conditions are deemed, by law, to be authorised to provide a superannuation trustee service for the purpose of their AFS licence: see s1676A–1676C. Financial products RG 1.110 Your AFS licence will specify the financial services you can provide under your licence and any financial products your financial services relate to. Page 26 REGULATORY GUIDE 1: Applying for and varying an AFS licence © Australian Securities and Investments Commission June 2025 Page 26 RG 1.111 For examples of the financial product categories you can be authorised for under an AFS licence based on the definitions in s9, 761A and 764A, see Table 3 in the appendix. RG 1.112 When selecting your financial product authorisations, you will need to think about the particular features of the products and which category of the definitions of each financial product it fits under: see RG 1.113–RG 1.125. Consumer credit insurance RG 1.113 Some consumer credit insurance products are underwritten by both a general insurance company and a life insurance company. If you want to provide services in relation to these products, you will need authorisations for both ‘general insurance’ and ‘life products’. You can limit your authorisations to only these insurance products (i.e. you can be authorised to deal in general insurance and life products limited to consumer credit insurance). Derivatives and foreign exchange contracts RG 1.114 In some cases, a product can be both a ‘derivative’ and a ‘foreign exchange contract’ (as defined in s761A and s761D). However, for the purposes of AFS licence authorisations, we have redefined ‘derivative’ so that it no longer includes derivatives that are foreign exchange contracts. For more information, see the definitions in PF 209. RG 1.115 If you want to provide derivatives that are foreign exchange contracts, you need to select the ‘foreign exchange contracts’ product authorisation, not the ‘derivatives’ authorisation (unless you want to provide other types of derivatives as well). MDA services RG 1.116 MDA services generally fit under both the ‘managed investment schemes’ and ‘miscellaneous financial f