Approval to own or control an RSE licensee: class exemption – consultation outcome

APRA is exempting a specified class of persons from compliance with the change of ownership and control provisions of the Superannuation Industry (Supervision) Act 1993 (SIS Act).The changes are intended to reduce regulatory burden while, at the same time, maintaining appropriate APRA scrutiny over persons who seek to own or hold a controlling stake in an RSE licensee. The instrument giving effect to this change applies with effect from the day after registration on the Federal Register of Legislation.

Background

The change of ownership and control provisions in the SIS Act commenced in July 2019. These provisions require persons to obtain approval from APRA to own or hold a controlling stake of more than 15 per cent in an RSE licensee. The provisions ensure that such persons are subject to a rigorous approval process and impose severe penalties on a person that obtains a stake of greater than 15 per cent without APRA’s prior approval.

APRA is required under the SIS Act to approve companies, directors and other classes of persons seeking to hold a controlling stake in an RSE licensee. Under the SIS Act a person’s stake is aggregated with those of their associates. The definition of an associate captures a wide range of persons, some of whom have only small direct shareholdings, such as those who hold shares due to employee share schemes. This means that some individuals with very small stakes in RSE licensees are currently required to apply to APRA for approval to hold a controlling stake.¹

On 18 November 2025, APRA commenced consultation on a draft class exemption designed to reduce regulatory burden on applicants by exempting a specified class of persons from needing to apply to APRA for approval to hold a controlling stake in an RSE licensee, while preserving APRA’s ability to assess and address ownership, control and influence risks in the superannuation sector.

The draft class exemption would remove the requirement for management employees and company secretaries with a direct control interest in an RSE licensee of less than 2 per cent to apply to APRA before acquiring a controlling stake.

Consultation

APRA thanks stakeholders for their submissions in response to its consultation.

APRA received four public submissions which generally supported the objective of improving the efficiency and proportionality of the controlling stake regime.² Submissions agreed that the class exemption would reduce regulatory burden without compromising the intent of the regime.

Some submissions proposed further broadening of the class exemption, for example, by extending the exemption to directors. APRA does not support extending the exemption further, given the significance and intent of the change of ownership and control provisions in the SIS Act. The class exemption aligns with the intent of the ownership and control provisions, while reducing regulatory burden on industry. In practice, the impact of the class exemption is expected to lead to a significant reduction in the number of management employees and company secretaries who are required to apply to APRA to hold a controlling stake in an RSE licensee.

APRA has refined aspects of the exemption to improve clarity and practical operability, including adjustments to ensure the exemption operates as intended, without materially expanding its scope.

The class exemption is available on APRA’s website at (insert hyperlink)

Further information about the change of ownership and control provisions is available on APRA’s website.

Yours sincerely,
Peter Kohlhagen
Executive Director, Policy and Advice Division

Footnotes

¹ Refer to Schedule 1 of the Financial Sector (Shareholdings) Act 1998 for the definitions of ‘management employee’ and ‘officer’.

² The submissions have been made available on APRA’s website.