Apply to own or control an RSE licensee
Circumstances when approval may be required
The need for a controlling stake approval may arise in some circumstances including:
- a change of director of the RSE licensee where the director holds shares with voting power in an RSE licensee (irrespective of whether the share/s is held beneficially or non-beneficially);
- a restructure of the share ownership structure within an RSE licensee;
- an acquisition of a corporate group (e.g. an acquisition of an RSE licensee/s as part of larger acquisition of a superannuation / wealth business group);
- changes to the shareholders of an ultimate holding company &/or holding company of an RSE licensee;
- the interposition of a new holding company between the RSE licensee and the ultimate holding company; or
- a successor fund transfer that results in the issue or transfer of shares with voting power to a director or employee / employer organisation.
Some directors of RSE licensees may be exempt from the controlling stake and ownership provisions of the Superannuation Industry (Supervision) Act 1993 if the director’s shareholding in the RSE licensee:
- must be transferred or forfeited when they cease to be a director of the RSE licensee;
- does not carry an entitlement to any direct financial benefit; and
- is only a controlling stake based on the aggregation of their shareholding with the shareholdings of the other directors.
Who needs to apply for approval?
A person seeking to obtain a controlling stake in an RSE licensee. Applicants should note that the calculation of its proposed stake may be aggregated with interests held by its associates (as defined in Schedule 1 of the Financial Sector (Shareholdings) Act 1998 (FSSA)).
APRA strongly recommends applicants obtain appropriate professional advice, which has regard to all relevant definitions contained in Schedule 1 of the FSSA, to identify all relevant applicants. Multiple individual and corporate applicants may be required for a controlling stake application pursuant to the definitions.
How to apply for approval to own or control an RSE licensee
Applicants should read the following application and guidance material before applying for approval to own or control an RSE licensee with APRA.
APRA expects all applicants to have completed, or substantially completed, all required assessments, including the due diligence assessments of all investors/applicants and the risk assessment of the proposed transaction on the RSE licensee and its RSE(s) prior to submitting the application.
Should applicants choose to retain third parties to prepare the supporting documentation for the application on their behalf, applicants should ensure those third parties have the requisite knowledge, experience and expertise.
For example, APRA expects the Risk Assessment required in Part B of the Application Form to include comments on any proposed consequential changes to the risk appetite of the RSE licensee or its risk management strategies as the result of any proposed changes to the business. This is likely to require a third party to have knowledge, experience and expertise in risk management.
In addition, applicants should consider the information sought by APRA in paragraph (a) of B2.3 in the Instruction Guide for due diligence in relation to the Fit and Proper probity checks are a baseline only. The due diligence procedures are likely to be relevant to the Risk Assessment.
Applicants are strongly encouraged to discuss any proposed application with APRA before lodging the application.
When there are multiple applicants
Part C of the Application contains the Applicants’ attestation that the relevant statements are true and correct.
Where there are multiple applicants, APRA requires an attestation from each applicant. Alternatively, an attestation may be made by one applicant if there is written authorisation from each of the other applicants that the attesting applicant has authority to sign the Part C attestation on their behalf and an acknowledgment from each other applicant that they agree to be bound by that attestation. This authorisation and acknowledgment must be included with the supporting documentation.
This requirement will not be fulfilled by, for example, mere notification to the other applicants of the existence of the attestation.
Form and guide
Schedule of fees
There is no application fee to apply for approval to own or control an RSE licensee.
Please contact APRA’s assigned supervision team in the first instance, or the Licensing team if this is not known. Licensing can be contacted by email at Licensing@apra.gov.au.