How to register a corporate collective investment vehicle and sub-fund

A corporate collective investment vehicle (CCIV) is a type of company with an Australian Company Number (ACN). Certain requirements must be met before a CCIV or sub-fund can be registered.

Registering a CCIV and initial sub-funds

To register a CCIV and initial sub-fund(s), you need to:

• meet the CCIV registration requirements
• prepare your CCIV registration application
• lodge your application with ASIC and pay the lodgement fee.

Meeting the CCIV registration requirements

For a company to be registered as a CCIV, the following requirements must be met (see section 1222 of the Corporations Act 2001 (Corporations Act)):

• The company must be a company limited by shares.
• The company must have a constitution that meets the constitution requirements in Subdivision C of Part 8B.3 of the Corporations Act.
• The sole proposed director of the company (i.e. the corporate director of the CCIV) must be a public company that holds an Australian financial services (AFS) licence, authorising it to operate the business and conduct the affairs of a retail CCIV, wholesale CCIV or both. The AFS licence authorisation will also specify the particular asset types that can be held by the CCIV.
• The company must, on registration, have at least one sub‑fund.
• Each sub‑fund of the company must, on registration, have at least one member.
• If the company is intended at the time of registration to be a retail CCIV, the company must have a compliance plan and compliance plan auditor.
• Notice must be given on the CCIV registration application form about whether the CCIV is intended to be a retail CCIV or a wholesale CCIV.

Note: Any CCIV and sub-fund requested to be registered must be consistent with the corporate director's AFS licence authorisation.

Preparing your application

Your application must include the documents in Table 1.

Table 1: Application requirements for registering a retail or wholesale CCIV

Document	Retail CCIV	Wholesale CCIV
Application form	Form 5201 Application for registration of a corporate collective investment vehicle	Form 5201 Application for registration of a corporate collective investment vehicle
Copy of the CCIV's constitution	See sections 1223B, 1222A(5), 1223G and s1223H	See sections 1223B, 1222A(5) and 1223F
Copy of the CCIV's compliance plan signed by all directors	See sections 1222A, 1226 and 1222A(6)	Not required

Completing the application form (Form 5201)

To register a CCIV you need to complete Form 5201 Application for registration of a corporate collective investment vehicle. A separate Form 5201 must be completed and lodged for each CCIV proposed to be registered.

For information on lodging the form, see Lodging your application and paying the fee.

In the form you will be asked to provide:

• the proposed name of the CCIV
• the name and address of the registered office of the corporate director
• notice about whether a CCIV is intended at the time of application to be a retail CCIV or a wholesale CCIV
• details of the consenting compliance plan auditor (for a retail CCIV only)
• the proposed name of each sub‑fund to be registered with the CCIV (initial sub-fund)
• for each initial sub‑fund(s):
  • the name and address of each member of the sub-fund
  • the shares that are referable to the sub‑fund.

Note 1: Specific requirements apply to the name of a CCIV (see section 1222E) and a sub-fund (see section 1222V(1), (2) and (3)).

Note 2: For the purposes of this information sheet, 'retail CCIV' and 'wholesale CCIV' are as defined in s1222J. In general, if there is at least one investor who acquired securities as a 'retail client', the CCIV will be a retail CCIV (see section 1222K for other examples of when a CCIV is a retail CCIV). Otherwise, the CCIV is a wholesale CCIV.

You will also be asked to select the dominant asset type that is relevant to the initial sub-fund(s). We have identified the following asset types for registration purposes:

• financial assets
• derivatives
• direct real property
• film
• mortgages
• crypto-assets
• commodities
• primary production.

The AFS licence of the corporate director will specify the particular type(s) of assets that can be held by the retail CCIV or wholesale CCIV. You must only select an asset type that is consistent with the asset type(s) specified on your licence.

Some corporate directors may have a condition imposed on their AFS licence limiting their CCIV operations to one retail CCIV which has a single sub-fund. If your AFS licence includes this condition, you may only apply to register one retail CCIV and a single sub-fund. The limitation to a single sub-fund does not apply to wholesale CCIVs.

Constitution requirements

All CCIVs must have a constitution. As outlined in Table 1, a copy of the constitution must be lodged with the application.

The constitution of a retail CCIV must comply with the content requirements in sections 1223G and 1223H. The statutory procedures required to adopt, modify or repeal the constitution of a retail CCIV are set out in section 1223D(2).

The constitution of a wholesale CCIV must specify the requirements that must be complied with for the CCIV to modify its constitution or repeal its constitution and replace it with a new one: see section 1223F.

See also Regulatory Guide 134 Funds management: Constitutions (RG 134). Aspects of the guidance in RG 134 are relevant to the content of the constitution of a CCIV.

Compliance plan requirements

A retail CCIV must have a compliance plan. As outlined in Table 1, a copy of the compliance plan, signed by all directors of the corporate director, must be lodged with the application.

If a wholesale CCIV becomes a retail CCIV, a copy of the compliance plan must be lodged with ASIC within 14 days of becoming a retail CCIV: see section 1226.

The compliance plan of a retail CCIV must set out adequate measures that the corporate director is to apply in fulfilling its responsibilities in relation to the CCIV, to ensure compliance with the Corporations Act and the CCIV's constitution: see section 1226A.

Under section 1226B, the compliance plan of a retail CCIV may incorporate specified provisions of a compliance plan of another CCIV, provided both CCIVs have the same corporate director.

The compliance plan should be prepared having regard to the nature, scale and complexity of the CCIV(s) proposed to be operated. Where a compliance plan incorporates parts of another plan, the compliance controls, which make up that part of the incorporated plan, should be appropriate compliance controls for that CCIV.

As group compliance risks apply across all CCIVs that the corporate director operates, group compliance controls can be incorporated into all compliance plans for those CCIVs. However, compliance controls should only be incorporated when they are appropriate given the nature, scale and complexity of the particular CCIV.

See also Regulatory Guide 132 Funds management: Compliance and oversight (RG 132). Aspects of RG 132 are relevant to those with oversight responsibilities of retail CCIVs, including corporate directors, compliance plan auditors and annual implementation reviewers. RG 132 also includes guidance on the compliance and oversight obligations these entities must meet under the Corporations Act and other legal obligations.

Lodging your application and paying the fee

You will need to print Form 5201, as lodgement is by postal mail – you will not be able to lodge the form online or by email.

To lodge your application, send the completed and signed Form 5201 and accompanying documents to:

Australian Securities and Investments Commission
PO Box 4000, Gippsland Mail Centre VIC 3841

Note: Do not lodge a CCIV registration application before receiving an AFS licence. If you do, we will refuse the application on the basis that the proposed corporate director does not hold an AFS licence with the relevant authorisation that covers the operation the CCIV.

To pay the lodgement fee, include a cheque payable to 'ASIC' with your application. See www.asic.gov.au/forms for more information, including the fee amount.

How we process an application

We will assess whether your application complies with the requirements of the Corporations Act and confirm whether the corporate director holds the appropriate AFS licence authorisations to operate the CCIV.

If it appears that the application does not meet the legislative requirements, we may ask you for further information or to provide additional documents.

Once an application to register a CCIV has been processed, we will:

• give the CCIV an ACN
• give the initial sub-fund(s) an Australian registered fund number (ARFN)
• register the CCIV and the initial sub-fund(s)
• send you a certificate of registration.

We will generally provide confirmation of registration within two business days of receiving the application.

Registering further sub-funds

A CCIV must have at least one sub-fund to be registered and, to remain registered, it must continue to have at least one registered sub-fund.

If you have already registered a CCIV with an initial sub-fund(s) and would like to register further sub-funds, you need to complete Form 5202 Application for registration of a sub-fund of a corporate collective investment vehicle. A separate Form 5201 must be completed and lodged for each CCIV proposed to be registered.

When completing Form 5202, you will need to provide the proposed name of the sub-fund and select the dominant asset kind relevant to the sub-fund.

If your AFS licence includes a condition limiting your operations to one retail CCIV with a single retail sub-fund, you must not apply to register additional retail CCIVs or sub-funds of the retail CCIV until your AFS licence is varied to remove the condition.

Before you register a new CCIV sub-fund, we encourage you to review the CCIV constitution and compliance plan (for retail CCIVs) to ensure ongoing compliance with the Corporations Act (e.g. there may be differences in pricing, fees, liquidity and redemptions rights or risks relating to a sub-fund that impact the provisions required in the constitution and/or compliance plan for the CCIV).

Note: You do not need to include a copy of your constitution or compliance plan with your application for further sub-funds.

Lodging your application for further sub-funds

You will need to print Form 5202, as lodgement is by postal mail – you will not be able to lodge the form online or by email.

To lodge Form 5202, send the completed and signed application to:

Australian Securities and Investments Commission
PO Box 4000, Gippsland Mail Centre VIC 3841

Note:  A corporate director or its advisers should ensure its existing AFS licence covers the further sub-fund. If a licence variation is required, the corporate director should not lodge its sub-fund registration application until the AFS licence is varied. Otherwise, the application will be refused on the basis that the proposed corporate director does not hold an AFS licence with an authorisation that covers the sub-fund(s).

There is no fee to register further sub-funds.

How we process an application to register a further sub-fund

We will assess whether your application complies with the requirements of the Corporations Act. If it appears that the application does not meet the legislative requirements, we will ask you to amend your responses on the application form.

Once an application to register a sub-fund has been processed, we will:

• give the sub-fund an ARFN (see section 1222S(3))
• register the sub-fund
• send you a letter confirming the registration.

We will generally provide confirmation of registration within two business days.

Registering a sub-fund of a CCIV as an Australian passport fund

A sub-fund of a CCIV can be registered as an Australian passport fund for the purposes of the Asia Region Funds Passport. If the sub-fund of a CCIV registers as an Australian passport fund, the corporate director of the CCIV will be the passport fund operator.

For additional guidance on applying for a fund to become an Australian passport fund, see our Asia Region Funds Passport webpage

Note: This information sheet does not apply to operators of foreign passport funds lodging a notice of intention to enter or operate in Australia as a host economy under the Asia Region Funds Passport. For information on the requirements for foreign passport fund operators lodging a notice of intention to offer interests in Australia, see Regulatory Guide 138 Foreign passport funds (RG 138).

Where can I get more information?

• Corporate collective investment vehicles
• Applying for and managing an AFS licence
• Varying or cancelling your AFS licence
• How to register as an Australian passport fund

Important notice

Please note that this information sheet is a summary giving you basic information about a particular topic. It does not cover the whole of the relevant law regarding that topic, and it is not a substitute for professional advice. We encourage you to seek your own professional advice to find out how the applicable laws apply to you, as it is your responsibility to determine your obligations.

You should also note that because this information sheet avoids legal language wherever possible, it might include some generalisations about the application of the law. Some provisions of the law referred to have exceptions or important qualifications. In most cases, your particular circumstances must be taken into account when determining how the law applies to you.