VICTORIA GEDDES, Executive Director

The Federal Government recently released Schedule 1 of the Treasury Laws Amendment (Strengthening Financial Systems and Other Measures) Bill 2025. This specifically addresses the level of information companies can receive about substantial shareholders in their company as well as expanding their powers to include equity derivatives in beneficial ownership tracing notices. The use of derivatives has provided parties wishing to conceal their underlying ownership with a legal loophole and an impenetrable shield to discovery for far too long.

FIRST Advisers has been a provider of Beneficial Owner Analysis to companies for over 15 years and has provided submissions to various consultation papers in support of this development over the years. This Bill, which has passed the House of Representatives, represents the most significant change to the substantial holding and tracing-notice rules in the Corporations Act 2001 (Cth) in over a decade. While the changes are unlikely to come into effect until late 2026 (12 months after the Bill receives Royal assent), it will be worth the wait.

A Step towards the Ultimate Goal – a Centralised Beneficial Ownership Register

While these changes may seem small they are part of a much bigger picture which governments of both persuasions have been working towards for the past decade. In 2017 the Government released its Consultation Paper on “Increasing Transparency of the Beneficial Ownership of Companies”. This initiative stemmed from an undertaking in 2016 at the UK Anti-Corruption Summit that it would explore the creation of a beneficial ownership registry for companies that “would be available to competent authorities”. Its primary objective, to make it easier for the appropriate Australian authorities to combat corruption, tax evasion and money laundering.

In 2022 another Consultation Paper was released seeking comments on the design features for the first phase of this publicly available beneficial ownership register. A key issue that emerged from that was the impact on privacy, resulting in a Privacy Impact Study being undertaken by the Australian Government Solicitor which was published in December 2024. This identified a number of concerns as well as suggesting ways in which they might be mitigated.

In the same month Treasury released its Policy Specifications paper which set out its plans for the proposed new legislation. It noted that the disclosure measures for publicly listed companies needed further expansion and that private companies should be subject to the same rules as public companies, including:

• • partnerships,
  • trusts,
  • associations,
  • Co-operatives and
  • foreign companies not registered in Australia.

On 15 October 2025, the Government announced its intention to proceed directly to a public, Commonwealth-operated register of beneficial ownership information for unlisted companies at the same time as developing a beneficial ownership regime in relation to trusts. The timeline for this is stakeholder engagement in 2026, followed by detailed policy development from early 2027 with public consultation after that. At the same time ASIC is working on stabilizing its companies register, to facilitate the integration of beneficial ownership information with the new ASIC companies register as it is being completed.

By the end of this decade it is expected that Australia will have an open register of corporate ownership which meets the Government’s aim of improving awareness of who ultimately owns, controls or receives profits from a company or legal vehicle operating in Australia.