Beneficial ownership reporting for unlisted entities: an update

In brief

Unlisted entities will be pleased to hear that, following stakeholder feedback, the Government has decided to no longer require unlisted entities to establish and maintain their own publicly available registers of beneficial owners. As announced on 15 October 2025:

• the Government will now proceed directly to a public, Commonwealth‑operated register of beneficial ownership information for unlisted entities;
• the new centralised register is intended to enhance transparency and strengthen regulatory and law enforcement efforts in addressing tax and financial crime associated with complex legal structures and arrangements; and
• while no definitive timeline has been announced, the new system and legislation may not be introduced until late 2027, with policy development and public consultation to continue throughout 2026 and 2027.

The proposed changes

On 15 October 2025, the Government announced a welcome shift in its approach to corporate transparency: the direct move to a centralised, publicly accessible register of beneficial ownership for unlisted entities. This shift marks a departure from the previously proposed two-stage model, which would have first required unlisted entities to create and maintain their own registers, and, in stage two, the Commonwealth leveraging these registers to develop its own centralised register. Instead, the responsibility will now entirely rest with a Commonwealth-operated system, managed in alignment with ASIC.

Why beneficial ownership disclosure matters

Beneficial ownership refers to individuals who ultimately control or benefit from a company, even if they are not registered as legal owners of shares in a company. Currently, under the Corporations Act 2001 (Cth), entities are required to maintain registers of the legal owners of shares, but these do not always capture the true economic controllers or owners of the entity. This opacity has, rightly or wrongly, long been a concern for regulators and law enforcement, particularly in the context of tax evasion, money laundering, and other financial crimes that may be perceived to be facilitated by complex corporate structures.

The Government’s election commitment to ensure that multinational enterprises pay their fair share of tax has been the key driver for this new approach by ensuring that accurate, up-to-date information on beneficial owners is publicly available. The Government believes that this will enhance transparency, support stronger enforcement, and align Australia with international standards on corporate accountability.

From consultation to reform

The journey to this reform began with Treasury’s initial consultation in 2022, followed by updated policy specifications in December 2024. We published an article containing an overview of the key components of these reforms initially after release of the Treasury’s consultation paper (link to article – here) and another article earlier this year following the Treasury’s release of its updated policy specifications (link to article – here).

Feedback from stakeholders—including legal experts, academics and tax advisors highlighted the regulatory / compliance burden and inefficiencies of a decentralised model, not to mention an overreach which could potentially capture millions of investors and entities, such as ‘mum and dad’ businesses, family trusts, tradespeople, farmers and retirees. In response, the Government has opted to bypass the two-stage rollout and proceed directly to a centralised register. This decision reflects a commitment to reducing compliance costs for unlisted entities while maximising the utility of the register for law enforcement and public scrutiny.

The reforms will apply to approximately 3 million regulated entities, including proprietary companies, unlisted public companies, managed investment schemes, and corporate collective investment vehicles. The Government also plans to develop a parallel beneficial ownership regime for trusts, ensuring consistency across legal structures.

Implementation timeline and ASIC integration

The centralised register will be developed in tandem with ASIC’s ongoing efforts to stabilise and upgrade its register. The 2025–26 Federal Budget allocated $207 million to ASIC for this purpose, ensuring the infrastructure is in place to support the new system. The Government has indicated that policy development for the beneficial ownership register will continue through 2026, with stakeholder engagement and public consultation expected to begin in early 2027. We understand the register will be integrated with ASIC’s broader corporate registry platform, allowing seamless access to ownership data across listed and unlisted entities.

ASIC will be the primary enforcement body under the new regime, with expanded powers to investigate and act on opaque ownership arrangements. The reforms also build on recent legislative changes aimed at improving disclosure for listed entities, including amendments to the Corporations Act that strengthen tracing and substantial holding notice provisions.

Commentary

The Government’s recent decision to centralise the beneficial ownership register represents both a simplification of compliance obligations and a new frontier in corporate governance and transparency. Whilst entities will not be required to maintain their own beneficial ownership registers (which is a positive development), they will still need to ensure that accurate information is submitted to the central register. Privacy considerations, data accuracy, and integration with existing reporting frameworks will be key areas of focus as the reforms progress. As policy development continues, stakeholders across the corporate, legal and financial sectors will play a crucial role in shaping the final framework. It is hoped that the final framework does not create an unreasonable and disproportionate compliance burden on those who will have obligations under the new regime.