RG 49 Employee incentive schemes (updated)

ASIC's Regulatory Guide 49 Employee incentive schemes, first published in November 2015, continues to set out ASIC's policy on relief from the disclosure, licensing, advertising, hawking, managed investment scheme and on-sale provisions of the Corporations Act 2001 for employee incentive schemes. The guide explains who can make and receive offers, what financial products can be offered, and the structures and conditions attached to that relief, with separate sections for listed and unlisted bodies.

RG 49 expressly notes that it does not reflect amendments to Division 1A of Part 7.12 of the Corporations Act introduced by the Treasury Laws Amendment (Cost of Living Support and Other Measures) Act 2022, which received royal assent on 31 March 2022 and introduced a dedicated statutory framework for employee share schemes. The guide states that it remains relevant only to the continuing obligations for legacy schemes established under the superseded class orders for listed and unlisted bodies, and that it will be reviewed and updated in due course.

This means two distinct regimes currently exist side by side, the legacy relief described in RG 49 for schemes set up before the 2022 reforms, and the statutory Division 1A framework that applies to employee share schemes more broadly following the 2022 amendments. ASIC has not yet published a full replacement of RG 49 reflecting the newer regime, so entities and their advisers need to determine which framework applies to a given scheme by reference to when and how it was established.