This is Information Sheet 157 (INFO 157). It explains how a foreign financial services provider (FFSP) intending to provide financial services to wholesale clients in Australia can apply to ASIC for individual licensing relief.
Overview of the Australian licensing and relief regime
Generally, if you carry on a financial services business in Australia, you will need to hold an Australian financial services (AFS) licence, unless licensing relief is granted by ASIC or an exemption applies.
ASIC has assessed a number of overseas regulatory regimes as being sufficiently equivalent to the Australian regulatory regime. A list of these regimes is contained in the table in Appendix 1. In this information sheet, each regime is referred to as a ‘sufficiently equivalent jurisdiction’.
Previously, ASIC granted licensing relief on a class basis to FFSPs that provided financial services to wholesale clients in Australia, provided the FFSP was regulated in a sufficiently equivalent jurisdiction. ASIC no longer provides licensing relief on a class basis, although FFSPs that relied on the relief before 31 March 2020 are generally able to continue to rely on it.
However, new FFSPs may apply to ASIC for similar licensing relief on an individual basis if you are:
To proceed with licensing, you or your representative must be registered to use the ASIC Regulatory Portal and your application for individual relief must be submitted through the portal. If you are unable to register to use the portal, please email your application to applications@asic.gov.au.
Payment for licensing is required with your application. See Item 80 of Schedule 1 – ASIC fees, for the applicable amount.
Applying for FFSP relief from a sufficiently equivalent jurisdiction
Step 1
Before applying, you must determine if you are carrying on a business in Australia under s21 of the Corporations Act.
If you are carrying on a business in Australia, you must register as a foreign company in Australia under Division 2 of Part 5B.2 of the Corporations Act 2001 (Corporations Act).
For further information, see:
ASIC Regulatory Guide RG 121 Doing financial services business in Australia (RG 121), and
If you are not carrying on a business in Australia, you do not need to register as a foreign company. However, you will be required to appoint a local agent so that Australian investors and ASIC can effectively engage with you.
Step 2
You must ensure your application addresses the guidance in Regulatory Guide 51 Applications for relief (RG 51), which sets out our general policy on applying for relief.
Step 3
You will need to provide the information set out in Appendix 2 of this information sheet.
Applying for FFSP individual relief from a non‑sufficiently equivalent jurisdiction
If you are from a jurisdiction that ASIC has not assessed as being a sufficiently equivalent jurisdiction – which are listed in the table in Appendix 1 – you should first email ASIC at FFSP@asic.gov.au about your intention to seek individual relief. We can then clarify the process with you individually.
When relief is granted, you must provide the following additional documents to ASIC:
A letter of intention to provide financial services in reliance on the relief instrument (see Appendix 4, Schedule 1)
A signed deed of covenant (see Appendix 4, Schedule 2), and
A letter confirming your consent to the sharing of information about the FFSP by ASIC to your home regulator(s) (see Appendix 4, Schedule 3).
Ongoing notification obligations
A foreign financial service provider relying on relief (or an ASIC legislative instrument) must:
notify ASIC of certain information as set out in the individual relief instrument, ASIC class order or legislative instrument referred to in the table in Appendix 1, and
comply with the ongoing obligations to notify ASIC of the information set out in those relief instruments as set out in Appendix 5.
Please email the above notification documents to: FFSP@asic.gov.au.
Note: There is no prescribed ASIC form for these ongoing notifications.
How to lodge forms and documents
The table below explains how to lodge the different types of documents mentioned in this information sheet. This list is not exhaustive – also see Where can I get more information?
If any of the supporting documents you are required to provide are not in English, please include them as certified English translations.
Lodging forms and documents
Refer to the list below to find the required form or document and lodgement method to fit your situation.
Form or document
How to lodge
Notifications required under ASIC class instrument or individual relief instrument
Form 489Notification of a change of a registered office or office hours of a registered body
By mail to: Australian Securities and Investments Commission PO Box 4000 Gippsland Mail Centre VIC 3841 Australia
Where can I get more information?
The ASIC publications referred to in this information sheet, including Regulatory Guide 176 Foreign financial services providers (RG 176) and relevant forms, are available free of charge at www.asic.gov.au.
If you have specific questions about this relief, please email us at: FFSP@asic.gov.au.
Supporting documents by topic
For guidance about how ASIC determines whether a foreign jurisdiction has a ‘sufficiently equivalent’ regulatory regime, see Regulatory Guide 54 Principles for cross-border financial regulation (RG 54).
For guidance on carrying on a financial services business in Australia, see Regulatory Guide 121 Doing financial services business in Australia (RG 121).
For our general policy on applying for relief, see Regulatory Guide 51 Applications for relief (RG 51).
For details of any applicable fees for foreign companies, see Information Sheet 30 Fees for commonly lodged documents (INFO 30) and our Payments, fees and invoices.
Important notice
Please note that this information sheet is a summary only. It does not cover all the relevant law regarding that topic, and it is not a substitute for professional advice.
You should also note that because this information sheet avoids legal language wherever possible, it might include some generalisations about the application of the law. Some provisions of the law referred to have exceptions or important qualifications. In most cases, your particular circumstances must be taken into account when determining how the law applies to you.
Information sheets provide concise guidance on a specific process or compliance issue or an overview of detailed guidance.
This information sheet was reissued in January 2024.
Please review the information below for applicability to your circumstances. Use the table below to identify the ASIC instrument relevant to your location.
Repeal of licensing exemptions – transitional period
On 31 March 2020, ASIC repealed several Class Orders that provided licensing exemptions to certain FFSPs. FFSPs who notified ASIC before 31 March 2020 of their intention to rely on one of the Class Orders or legislative instruments listed in the table below can continue to rely on these instruments until 31 March 2026.
Modified licensing regime
ASIC established a modified licensing regime for FFSPs, which recognised additional jurisdictions which ASIC had assessed as sufficiently equivalent to the Australian regulatory landscape. This modified licensing regime took effect on 1 April 2020.
Countries of FFSP regulation and their relevant instruments
Refer to the list below to apply the required ASIC instrument to the origin country of your FFSP regulation.
Where the FFSP is regulated
Relevant instrument
United Kingdom
Class Order [CO 03/1099] UK regulated financial service providers
United States
Class Order [CO 03/1100] US SEC regulated financial service providers, Class Order [CO 03/1101] US Federal Reserve and OCC regulated financial service providers, Class Order [CO 04/829] US CFTC regulated financial services providers
Singapore
Class Order [CO 03/1102] Singapore MAS regulated financial service providers
Hong Kong
Class Order [CO 03/1103] Hong Kong SFC regulated financial service providers
Germany
Class Order [CO 04/1313] German BaFin regulated financial service providers
Note: On 30 July 2024, we made ASIC Corporations (Amendment) Instrument 2024/497, which extends the transitional relief available under the instruments listed in this table until 31 March 2026 for FFSPs that relied on it before these were repealed.
To apply for individual relief, you will need to provide the following:
Details of your Australian Company Number or Australian Registered Body Number. If you do not have these, a description of the FFSP’s current business structure and particulars of its registration in its home jurisdiction.
If you are a member of a corporate group, a description of the structure of that group.
The name of the overseas regulatory authority or authorities that regulate you in your home jurisdiction and particulars of any authorisation, licence or permission (howsoever called) to provide financial services. Only mention overseas regulatory authorities in host jurisdictions if they are relevant.
Description of each financial service (within the meaning of Division 4 of Part 7.1 of the Corporations Act) that you intend to provide in Australia, and any related financial products. If the financial service is described in different terminology in your regulatory regime, please describe how it would translate into Australian terminology. You may wish to review Ch 7 of the Corporations Act to help identify which of the financial services you propose to provide in Australia are covered.
Description of how you will provide the financial service in Australia.
Description of how you will ensure that the financial service provided in Australia is provided only to wholesale clients (within the meaning of s761G of the Corporations Act).
Confirmation whether you do/do not provide the same financial service in your home or host jurisdiction.
For services you intend to provide in Australia, details of any relevant authorisations and/or exemptions from your regulatory authority in relation to the financial services that they regulate.
Additional requirements for non-registered foreign companies
If the FFSP is not registered as a foreign company in Australia at the time of making the application, you must also provide evidence of your authorisation, licence or permission from your regulatory authority.
If the relevant regulatory authority does not issue a separate authorisation, you can provide:
a certified copy of a current extract from the regulatory authority’s website, or
a letter from you advising ASIC of the reason a separate authorisation cannot be obtained from the regulatory authority.
If the FFSP is an entity regulated by the US Securities and Exchange Commission, we will accept a link to the Securities and Exchange Commission’s Investment Adviser Public Disclosure website that demonstrates registration or a certified copy of the ‘Form ADV’.
If you are a registered broker-dealer, we will accept a certified extract of membership with the Securities Investor Protection Corporation (SIPC) and the Financial Industry Regulatory Authority (FINRA) from the SIPC and the FINRA websites.
If you are seeking individual relief as an entity regulated by the US Commodity Futures Trading Commission (CFTC), we will accept certified extracts from the National Futures Association’s website for the purpose of membership with that association.
Please also provide a certified copy of your registration as a body corporate or formation as a partnership in your country of formation together with a copy of the partnership agreement with a list of persons or entities authorised to sign on behalf of the partnership.
Please provide a memorandum of appointment of a local agent, where you have appointed one (because you are not ‘carrying on business in Australia’ – see above).
Note 1: If the FFSP is an entity regulated by the Financial Conduct Authority (FCA) of the United Kingdom and the partnership was incorporated under the Limited Liability Partnerships Act 2000 (UK) we will not require a copy of the partnership agreement.
Note 2: There is no prescribed form for this appointment. However, you will need to provide ASIC with a certified copy or original of your local agent memorandum of appointment and the agent’s contact details (name, address and email).
If relief is granted to an applicant regulated by the US CFTC, and you are a registered commodity pool operator or a registered commodity trading adviser, you must provide a written certification to ASIC that you have adequate resources to provide the financial services you provide and intend to provide in Australia. The certification must:
be dated
specify the relevant instrument number
be signed by a person who is authorised to sign on behalf of the FFSP (but not by an agent or other representative acting for the FFSP), and
include the name of the FFSP and the full name of the person signing, including their title and contact details.
Generally, in addition to the requirements set out in Appendix 2, your application should describe how the financial services you intend to provide in Australia are regulated. To do this, please address (at a minimum) the questions listed below, and where relevant, provide citations of all relevant laws and regulations.
Overview of required documents and their details
To assist with this part of your application:
refer to Regulatory Guide 54 Principles for cross-border financial regulation (RG 54)
see Table 4 of Regulatory Guide 176 Foreign financial services providers (RG 176), and
address (at a minimum) the nine questions below and where relevant, provide citations of all relevant laws and regulations in your responses.
Questions to assist with your application responses
What broad criteria have you satisfied to be authorised/registered/licensed to provide financial services? For example, are you required to meet honesty, competency or resource requirements?
How does your regulatory regime ensure you act fairly and honestly in your provision of financial services to clients? For example, do you have any obligation to act fairly and honestly? Does your regulatory regime prohibit you from acting dishonestly?
How does your regulatory regime ensure that you are competent to provide the financial service you will provide in Australia? For example, do you have any obligations to be competent in your provision of financial services to clients? Does your regulatory regime prohibit you from acting incompetently in your provision of financial services to clients? Does your regulatory regime prescribe minimum educational or other qualifications?
How does your regulatory regime ensure that you monitor and supervise employees and/or representatives who provide financial services on your behalf in Australia?
How does your regulatory regime ensure that you have sufficient resources to provide the service you will provide in Australia? For example, do you have any obligations to meet specified financial requirements or other resource requirements? Provide describe in detail all such requirements.
How does your regulatory regime ensure you have adequate risk management processes? For example, do you have any obligations to meet requirements for adequate risk management processes, either specifically or as part of your broader obligations? Does your regulatory regime require you to have adequate internal controls or compliance arrangements?
To what extent does your regulatory regime regulate your provision of financial services to wholesale clients?
How does your regulatory authority monitor and enforce compliance with each of the obligations or prohibitions you have described?
Does your regulatory authority have the power to enforce the financial services regulations and rules of your regulatory regime for your provision of financial services in other jurisdictions, such as Australia? Give details of those powers.
Schedule 1 – letter of intention to provide financial services
Below is the list of details to include your Schedule 1 letter to ASIC. To begin, the letter must:
be dated after ASIC has executed the relief instrument, and
state that you intend to provide financial services in Australia in reliance on a specified instrument and are satisfied that you meet the terms of the specified instrument.
Note: you cannot rely on the relief until we have received the signed letter and deed and have advised you in writing that you can rely on the relief. We will not accept a letter of intention from an agent or other representative acting on behalf of the FFSP.
The letter of intention should also set out:
the FFSP’s full name, address and contact details, and ARBN if it has one
the number of the instrument on which you intend to rely
the name of the relevant overseas regulatory authority
a statement that your primary business is the provision of financial services
a statement that you will provide financial services in Australia in reliance on the instrument
a statement that neither you nor your local agent have been notified by ASIC that you are excluded from relying on the relief
a statement that you have not notified ASIC that you will not rely on the relief
the full name, title and signature of the person who is authorised to sign on your behalf, and
a brief description of the financial services you intend to provide in Australia in reliance on the relief at the time of writing the letter, and any financial products those services may relate to.
Schedule 2 – Deed of covenant
We require that the deed will have the effect intended under the relevant provisions of the relevant instrument.
The deed of covenant must contain the following information:
the full name of the FFSP
date of execution (including the day, month and year)
the full name, title and signatures of any person signing the deed on the FFSP’s behalf
details of the relief instrument on which you intend to rely
the name of the relevant overseas regulatory authority
a statement that the deed is for the benefit of and enforceable by ASIC and any other person referred to in section 659B(1) of the Corporations Act
Note: For clarity, it is best practice to define the terms ‘ASIC’ and ‘other persons referred to in section 659B(1) of the Corporations Act’ in the deed. Section 659B(1) includes: ‘ASIC; a Minister of the Commonwealth; a Minister of a state or territory of Australia; a holder of an office established by a law of the Commonwealth or a state or territory in Australia; or a body corporate incorporated for a public purpose by a law of the Commonwealth or a state or territory in Australia to the extent to which it is exercising a power conferred by a law of the Commonwealth or a state or territory’ in Australia. Terms used in the deed should be consistent with those in the relevant instrument.
a statement that the deed applies even if the FFSP ceases to rely on the instrument
a statement that the deed is irrevocable except with ASIC’s prior written consent
a statement that the FFSP submits to the non-exclusive jurisdiction of the Australian courts in legal proceedings conducted by ASIC (including section 50 of the Australian Securities and Investments Commission Act 2001 (ASIC Act)) and, in proceedings relating to a financial services law, by any person referred to in section 659B(1) of the Corporations Act and whether brought in the name of ASIC or the Crown or otherwise
a statement that you covenant to comply with any order of an Australian court in respect of any matter relating to the provision of the financial services
a statement that if the FFSP is not yet registered under Division 2 of Part 5B.2 of the Corporations Act, service of process for legal proceedings conducted by ASIC (including under section 50 of the ASIC Act) and for proceedings relating to a financial services law, by any person referred to in section 659B(1) of the Corporations Act and whether brought in the name of ASIC or the Crown or otherwise, can be effected on the FFSP’s agent in this jurisdiction, and
a statement that you covenant that, on written request of either the relevant overseas regulatory authority or ASIC, you will give or vary written consent and take all other practicable steps to enable and assist the relevant overseas regulatory authority to disclose to ASIC, and ASIC to disclose to the relevant overseas regulatory authority, any information or document that the overseas regulatory authority or ASIC has that relates to the FFSP.
Schedule 3 – Letter of consent
The letter of consent must state that the FFSP consents to the sharing of information about yourself. You need to provide an original written consent letter addressed to ASIC that should be from the FFSP that is relying on the instrument.
The letter of consent must:
be signed by a person who is authorised to sign on behalf of the FFSP (but not by an agent or other representative acting for the FFSP) and dated, and
include:
the full name of the FFSP
the relief instrument number
the full name, role/title and contact details of the person signing, and
words to the effect that the FFSP consents to the disclosure by the relevant overseas regulatory authority to ASIC, and vice versa, of any information or document that the relevant overseas regulatory authority or ASIC has in relation to the FFSP. You do not need to obtain a written consent from the overseas regulatory authority.
If you are relying on relief, you must notify ASIC as soon as possible by letter and in any event within 15 business days from the date you become aware, or should have reasonably become aware, of the following notifiable matters, including:
that you no longer wish to rely on the instrument
a change of the name or the address of the FFSP
a change of the name or the address of your agent, or change in your agent, or both
a change in your business structure (e.g. from limited partnership to limited liability company or other type of structure)
any significant change to the FFSP’s authorisation relevant to the financial services provided or intended to be provided in Australia (e.g. if part or all of it is terminated, if you are authorised to engage in any additional types of financial service, or if you are granted a significant exemption or other relief), and
any significant investigation, enforcement and disciplinary action against you in an overseas jurisdiction.
Notifying ASIC of breaches and significant changes
If you are relying on relief and you become aware, or should reasonably have become aware, that you have failed to comply with the requirements of your relief (that is, under an individual relief instrument or an ASIC class instrument or legislative instrument referred to in the table in Appendix 1, Countries of FFSP regulation and their relevant instruments), you must provide full details of the breach to ASIC by letter within 15 business days after that time.
The terms and conditions of an instrument are strict. Failure to comply with the requirements may result, among other things, in the relief from AFS licensing obligations lapsing, so that you will no longer be able to continue to rely on the instrument.
If you are unable to rely on the relevant instrument because of a failure to comply with the requirements, you need to advise ASIC in writing.
We encourage you to regularly monitor your compliance with the terms and conditions of the relevant instrument and report any breaches to us promptly, rather than leaving the reporting to the end of the 15 business day period permitted in the instrument.
If we decide that you may continue to have the benefit of relief, we will notify you of this decision within 30 business days after we receive your breach notification. If we do not respond to your breach notification within those 30 business days, the relief will lapse and you will no longer be eligible to rely on the relevant relief.
If you fail to inform us of a breach of a condition, the relief will lapse and you will no longer be eligible to rely on the relevant relief.
Apart from any exemptions under the relevant instrument or as specified by ASIC, you must comply with all other relevant Australian laws.
What to include in breach and significant change notifications
Your notifications of breaches of significant changes must include:
the name and address of the FFSP and any changes to the name or address since you last lodged any notification
the organisation number or reference number of the FFSP as recorded on the ASIC database (i.e. ARBN or ASIC Organisation Number)
the name, address and contact details of the FFSP’s local agent (if applicable) together with the name of any previous local agent since you last lodged any notification
the relief instrument number
the name of the jurisdiction in which the FFSP is incorporated or formed
the full name of the regulatory authority that is regulates your activity overseas, and
the full name and address of the person who is lodging the ongoing notification on your behalf, together with the person’s role in the organisation, their contact details (including phone and email) and their registered address.
Important notice
Please note that this information sheet is a summary giving you basic information about a particular topic. It does not cover the whole of the relevant law regarding that topic, and it is not a substitute for professional advice. We encourage you to seek your own professional advice to find out how the applicable laws apply to you, as it is your responsibility to determine your obligations.
You should also note that because this information sheet avoids legal language wherever possible, it might include some generalisations about the application of the law. Some provisions of the law referred to have exceptions or important qualifications. In most cases, your particular circumstances must be taken into account when determining how the law applies to you.
Information sheets provide concise guidance on a specific process or compliance issue or an overview of detailed guidance.
