To register a managed investment scheme, the proposed responsible entity must:
be a registered Australian public company
hold an Australian financial services (AFS) licence authorising the responsible entity to:
operate the scheme (either an ‘in-kind’ scheme authorisation or ‘named-scheme’ authorisation)
provide any other relevant financial services in relation to the scheme and its underlying assets.
When to register a scheme
Generally, a managed investment scheme must be registered if it has more than 20 members or is promoted by a person who is in the business of promoting managed investment schemes: see section 601ED of the Corporations Act. Some managed investment schemes may be exempt from registration – for example, where all of the interests in the scheme are issued to wholesale clients only: see section 601ED(2). Unregistered managed investment schemes are referred to as unregistered schemes.
Note: Operators of unregistered schemes must generally hold an AFS licence to issue, vary and dispose of interests in the scheme to wholesale investors. They must also hold an AFS licence to provide any other relevant financial services in relation to the scheme and its underlying assets – for example, a custodial and depository authorisation. For more information on requirements that apply to unregistered schemes, see Information 251 AFS licensing requirement for trustees of unregistered managed investment schemes (INFO 251).
Applying to register a scheme
To apply to register a managed investment scheme, the responsible entity will need to submit an application: see Form 5100Application for registration of a managed investment scheme.
You will be asked to select the kind of scheme you are registering. We have identified the following kinds of schemes for licensing purposes:
financial asset schemes
derivative schemes
mortgage schemes
IDPS-like schemes
direct real property schemes
stable property trusts or syndicates
listed property trusts
service strata schemes
primary production schemes. These schemes will be further categorised according to the type of scheme (e.g. horticulture, aquaculture, tea trees, viticulture, forestry, cattle breeding, horse breeding, livestock grown for fleece, and ratites)
film schemes
time-sharing schemes.
If the scheme does not clearly fit within the above categories, you may need a tailored AFS licence authorisation to operate the scheme.
Your application must also include:
a copy of the scheme’s constitution
a copy of the scheme’s compliance plan (as defined by section 601HA of the Corporations Act and signed in accordance with section 601HC)
Form 5103Directors' statement relating to application for registration of a managed investment scheme– a statement signed by the directors of the proposed responsible entity, confirming that:
the scheme's constitution complies with sections 601GA and 601GB
the scheme's compliance plan complies with section 601HA
an annexure that cross-references the contents of the constitution required by sections 601GA and 601GB to the equivalent provisions in the scheme's constitution
if necessary, agent's authorities appointing another person to sign the compliance plan (see regulation 5C.4.01 of the Corporations Regulations).
FAQs: Executing scheme documents
In relation to the requirements for executing scheme documents, the answers to frequently asked questions are outlined below:
the scheme’s compliance plan (including a modification or new plan)
company documents signed under section 127 of the Corporations Act (including the scheme constitution).
If any of these documents are signed in counterparts and lodged as part of an application to register a scheme through the AFS licensee portal or the registered agent portal, you must provide all separately signed counterparts of the document. These portals allow two documents to be uploaded for each of the compliance plan and constitution and one document to be uploaded for Form 5103. If the number of counterparts exceeds the number of documents that may be uploaded, you must scan the counterparts and uploaded them as a single document.
If any of these documents are signed in counterparts and lodged by post, you must provide all separately signed counterparts of the document.
If directors are not able to sign a compliance plan, or a modified or replacement compliance plan, an agent of the directors may sign these documents on their behalf. The agent’s authority, or a copy verified by a director of the entity, must be attached to the plan or modification.
If a compliance plan is lodged via the portal, the agent’s authority, or a copy verified by a director, must be uploaded with the compliance plan.
If you are unable to access the portals due to technical difficulty, you can download a copy of Form 5100 and email it to applications@asic.gov.au.
Note: A responsible entity should not lodge its scheme registration application with ASIC before it receives at least a draft AFS licence. Otherwise the application may be refused on the basis that the proposed responsible entity does not hold an AFS licence authorising the operation of the scheme.
You must retain the original documents for a period of seven years from the date on which you lodged the form online.
Regulatory Guide 131 Funds management: Establishing and registering a fund (RG 131) provides guidance on the requirements to establish and register a managed investment scheme.
Regulatory Guide 132 Funds management: Compliance and oversight (RG 132) provides guidance on the compliance and oversight obligations that certain entities (such as responsible entities) must meet under the Corporations Act.
Regulatory Guide 134 Funds management: Constitutions (RG 134) outlines the requirements in the Corporations Act for the constitutions of registered schemes.
