Proposed class exemption: Approval to own or control an RSE licensee

Background

APRA is releasing for consultation a draft instrument to exempt a specified class of persons from compliance with the change of ownership and control provisions of the Superannuation Industry (Supervision) Act 1993 (SIS Act).¹

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 to do so.  

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.  

As a result, the change of ownership and control provisions impact a broad range of individuals including some office holders whose holdings in an RSE licensee are very small. APRA is seeking to reduce the regulatory burden on applicants by exempting certain classes of persons from needing to apply to APRA.  

Proposed class exemption

The proposed exemption would remove the requirement for management employees and company secretaries² with a direct controlling interest in an RSE licensee of less than 2% to apply to APRA before acquiring a controlling stake.

APRA welcomes feedback on the proposed class exemption. APRA also seeks views on any risks associated with the proposed class exemption and whether there are other circumstances that APRA should consider when finalising the proposed class exemption. The draft class exemption is available on APRA’s website at: Proposed class exemption: Approval to own or control an RSE licensee.

Further information about the controlling stake regime is available on APRA’s website: Apply to own or control an RSE licensee.

Written submissions should be sent to superannuation.policy@apra.gov.au by 16 December 2025 and addressed to the General Manager, Policy, APRA.

Yours sincerely,
Margaret Cole
Deputy Chair

Footnotes

¹ Sections 29HA and 29JCB of the SIS Act.

² See schedule 1 of the Financial Sector (Shareholdings) Act 1998.