Briefly
Australia’s lengthy awaited draft laws for digital property and tokenised custody platforms was launched on 25 September 2025. The proposed modifications lengthen the present monetary companies regulatory regime to operators of Digital Asset Platforms (DAPs) and Tokenised Custody Platform (TCPs) in a tailor-made method and impose new necessities on DAP and TCP operators. Notably, entities offering specified companies in relation to DAPs or TCPs will likely be required to carry an Australian Monetary Companies Licence (AFSL).
- The brand new framework doesn’t displace present Australian monetary companies legal guidelines underneath Chapter 7 of the Companies Act 2001 (Cth) (“Companies Act“). To the extent a digital asset already falls inside present monetary product definitions, the present legislation will apply in largely the identical means because it does now.
- Beneath the draft laws, DAP and TCP operators might want to maintain an AFSL and adjust to related obligations relevant to AFSL holders. Treasury says these modifications will “unlock the potential for digital property to develop the progressive capability of Australia’s monetary companies sector” and notes it should help international corporations to see Australia as a reputable, well-regulated hub for digital asset innovation.
- New Ministerial powers are proposed to permit the Minister to deem a facility that’s in any other case a DAP to be a monetary market or clearing and settlement facility (“CS facility“), and to exempt a facility from being a monetary market or a CS facility underneath the Companies Act if the power is in any other case a DAP.
- Session on the publicity draft laws closes on 24 October 2025. Ought to you might have any questions on how these modifications will impression your enterprise, please don’t hesitate to contact us.
Overview and definitions
On 25 September 2025, the Australian Authorities launched the publicity draft of the Treasury Legal guidelines Modification (Regulating Digital Asset, And Tokenised Custody, Platforms) Invoice 2025 (“Draft Laws“) and the associated explanatory memorandum, session questionnaire and truth sheet. The Draft Laws proposes to amend to the Companies Act to handle the present regulatory gaps and uncertainty when coping with digital property and the infrastructure and preparations that assist them within the context of Australia’s monetary companies regulatory framework.
The Draft Laws amends the Companies Act to introduce two new kinds of monetary merchandise, DAPs and TCPs. A DAP is a product the place an operator holds digital tokens on behalf of purchasers. The operator may present transactional capabilities in respect of the digital tokens (corresponding to transferring them, shopping for or promoting them, staking them or in any other case utilizing them) on the consumer’s route. Examples of DAPs embrace multilateral buying and selling platforms, brokerage platforms, market making platforms, pockets and custody platforms and staking platforms.
Treasury makes clear that DAPs don’t embrace software program packages that don’t contain an operator taking possession of digital tokens on behalf of a consumer, corresponding to self-hosted pockets functions or automated market makers.
A TCP is a product the place an operator holds underlying property (of any sort) and creates tokens to determine the individuals who can redeem, or direct the supply of, these property. Equally, the operator could present transactional capabilities in relation to the underlying property.
Examples of TCPs embrace tokenised bodily asset platforms (the place the operator holds bodily property corresponding to gold bullion and creates tokens to determine the individuals entitled to these property), tokenised intangible asset platforms (the place the operator holds present intangible property corresponding to shares or bonds and creates tokens to determine the individuals entitled to these property), and bridging and wrapping platforms (the place the operator holds digital tokens on behalf of purchasers and creates new tokens on a unique community or in a unique kind to determine the individuals entitled to the unique tokens).
Treasury makes clear that TCPs don’t embrace platforms that tokenise “cash” to create stablecoins, as these kinds of platforms will as a substitute be topic to the separate saved worth facility framework as a part of the broader funds licensing reforms.
Licensing
Advising on, dealing in, or arranging for others to deal in, DAPs or TCPs will likely be monetary companies and would require an AFSL (in addition to compliance with the conduct necessities underneath Chapter 7 of the Companies Act), topic to any relevant exemptions.
Conduct necessities
Operators of DAPs and TCPs will likely be required to adjust to new minimal requirements overlaying the platform’s transaction and settlement capabilities and the platform’s preparations for holding consumer property. These minimal requirements are set to be developed by the Australian Securities and Investments Fee.
Disclosure Necessities
Operators of DAPs and TCPs will likely be required to adjust to a tailor-made disclosure regime. Importantly, purchasers should obtain the identical disclosure in regards to the underlying property they purchase by way of a DAP or TCP as they’d have acquired if that they had acquired these property instantly.
Additional, operators should subject a “Platform Information” overlaying:
- How the platform handles custody, transfers and consumer directions
- The methods during which purchasers can use their digital tokens on the platform
- The operator’s charges and prices
- The dangers of utilizing the service (corresponding to operational, liquidity or counterparty dangers)
- The reporting and rights obtainable to purchasers
Treasury has made clear the Platform Information will substitute the necessity for duplicative product disclosure documentation, and ensures traders get data that’s particular to the service they’re utilizing.
Monetary Markets and Clearing and Settlement Amenities
The Draft Laws provides Observe 2 to the definition of a monetary market highlighting {that a} DAP that may be a monetary market isn’t additionally a monetary product. Equally, it’s proposed a Observe 2 be added to the definition of a CS facility, clarifying {that a} DAP that may be a CS facility isn’t additionally a monetary product. The legislation referring to monetary markets or CS amenities in Chapter 7 of the Companies Act applies in these instances as a substitute of the legislation referring to monetary merchandise. Operators of monetary markets are required to carry an Australian market licence, whereas operators of CS amenities are required to carry CS facility licences topic to the relevant exemptions.
The amendments don’t alter the strange operation of Chapter 7 of the Companies Act because it applies in relation to monetary markets and CS amenities. Nevertheless, you will need to word that new Ministerial powers are inserted in Half 7.1 of the Companies Act within the Draft Laws to:
- Deem a facility that’s in any other case a digital asset platform to be a monetary market or clearing and settlement facility underneath the Act
- Exempt a facility from being a monetary market or clearing and settlement facility underneath the Act if the power is in any other case a digital asset platform
Session on the draft laws closes on 24 October 2025. Please attain out to us when you’ve got any questions on these developments.
Briefly
Australia’s lengthy awaited draft laws for digital property and tokenised custody platforms was launched on 25 September 2025. The proposed modifications lengthen the present monetary companies regulatory regime to operators of Digital Asset Platforms (DAPs) and Tokenised Custody Platform (TCPs) in a tailor-made method and impose new necessities on DAP and TCP operators. Notably, entities offering specified companies in relation to DAPs or TCPs will likely be required to carry an Australian Monetary Companies Licence (AFSL).
- The brand new framework doesn’t displace present Australian monetary companies legal guidelines underneath Chapter 7 of the Companies Act 2001 (Cth) (“Companies Act“). To the extent a digital asset already falls inside present monetary product definitions, the present legislation will apply in largely the identical means because it does now.
- Beneath the draft laws, DAP and TCP operators might want to maintain an AFSL and adjust to related obligations relevant to AFSL holders. Treasury says these modifications will “unlock the potential for digital property to develop the progressive capability of Australia’s monetary companies sector” and notes it should help international corporations to see Australia as a reputable, well-regulated hub for digital asset innovation.
- New Ministerial powers are proposed to permit the Minister to deem a facility that’s in any other case a DAP to be a monetary market or clearing and settlement facility (“CS facility“), and to exempt a facility from being a monetary market or a CS facility underneath the Companies Act if the power is in any other case a DAP.
- Session on the publicity draft laws closes on 24 October 2025. Ought to you might have any questions on how these modifications will impression your enterprise, please don’t hesitate to contact us.
Overview and definitions
On 25 September 2025, the Australian Authorities launched the publicity draft of the Treasury Legal guidelines Modification (Regulating Digital Asset, And Tokenised Custody, Platforms) Invoice 2025 (“Draft Laws“) and the associated explanatory memorandum, session questionnaire and truth sheet. The Draft Laws proposes to amend to the Companies Act to handle the present regulatory gaps and uncertainty when coping with digital property and the infrastructure and preparations that assist them within the context of Australia’s monetary companies regulatory framework.
The Draft Laws amends the Companies Act to introduce two new kinds of monetary merchandise, DAPs and TCPs. A DAP is a product the place an operator holds digital tokens on behalf of purchasers. The operator may present transactional capabilities in respect of the digital tokens (corresponding to transferring them, shopping for or promoting them, staking them or in any other case utilizing them) on the consumer’s route. Examples of DAPs embrace multilateral buying and selling platforms, brokerage platforms, market making platforms, pockets and custody platforms and staking platforms.
Treasury makes clear that DAPs don’t embrace software program packages that don’t contain an operator taking possession of digital tokens on behalf of a consumer, corresponding to self-hosted pockets functions or automated market makers.
A TCP is a product the place an operator holds underlying property (of any sort) and creates tokens to determine the individuals who can redeem, or direct the supply of, these property. Equally, the operator could present transactional capabilities in relation to the underlying property.
Examples of TCPs embrace tokenised bodily asset platforms (the place the operator holds bodily property corresponding to gold bullion and creates tokens to determine the individuals entitled to these property), tokenised intangible asset platforms (the place the operator holds present intangible property corresponding to shares or bonds and creates tokens to determine the individuals entitled to these property), and bridging and wrapping platforms (the place the operator holds digital tokens on behalf of purchasers and creates new tokens on a unique community or in a unique kind to determine the individuals entitled to the unique tokens).
Treasury makes clear that TCPs don’t embrace platforms that tokenise “cash” to create stablecoins, as these kinds of platforms will as a substitute be topic to the separate saved worth facility framework as a part of the broader funds licensing reforms.
Licensing
Advising on, dealing in, or arranging for others to deal in, DAPs or TCPs will likely be monetary companies and would require an AFSL (in addition to compliance with the conduct necessities underneath Chapter 7 of the Companies Act), topic to any relevant exemptions.
Conduct necessities
Operators of DAPs and TCPs will likely be required to adjust to new minimal requirements overlaying the platform’s transaction and settlement capabilities and the platform’s preparations for holding consumer property. These minimal requirements are set to be developed by the Australian Securities and Investments Fee.
Disclosure Necessities
Operators of DAPs and TCPs will likely be required to adjust to a tailor-made disclosure regime. Importantly, purchasers should obtain the identical disclosure in regards to the underlying property they purchase by way of a DAP or TCP as they’d have acquired if that they had acquired these property instantly.
Additional, operators should subject a “Platform Information” overlaying:
- How the platform handles custody, transfers and consumer directions
- The methods during which purchasers can use their digital tokens on the platform
- The operator’s charges and prices
- The dangers of utilizing the service (corresponding to operational, liquidity or counterparty dangers)
- The reporting and rights obtainable to purchasers
Treasury has made clear the Platform Information will substitute the necessity for duplicative product disclosure documentation, and ensures traders get data that’s particular to the service they’re utilizing.
Monetary Markets and Clearing and Settlement Amenities
The Draft Laws provides Observe 2 to the definition of a monetary market highlighting {that a} DAP that may be a monetary market isn’t additionally a monetary product. Equally, it’s proposed a Observe 2 be added to the definition of a CS facility, clarifying {that a} DAP that may be a CS facility isn’t additionally a monetary product. The legislation referring to monetary markets or CS amenities in Chapter 7 of the Companies Act applies in these instances as a substitute of the legislation referring to monetary merchandise. Operators of monetary markets are required to carry an Australian market licence, whereas operators of CS amenities are required to carry CS facility licences topic to the relevant exemptions.
The amendments don’t alter the strange operation of Chapter 7 of the Companies Act because it applies in relation to monetary markets and CS amenities. Nevertheless, you will need to word that new Ministerial powers are inserted in Half 7.1 of the Companies Act within the Draft Laws to:
- Deem a facility that’s in any other case a digital asset platform to be a monetary market or clearing and settlement facility underneath the Act
- Exempt a facility from being a monetary market or clearing and settlement facility underneath the Act if the power is in any other case a digital asset platform
Session on the draft laws closes on 24 October 2025. Please attain out to us when you’ve got any questions on these developments.
