Andrew Leigh (Fenner, Australian Labor Party, Assistant Minister for Productivity, Competition, Charities and Treasury) Share this | Hansard source

I move:

That this bill be now read a second time.

This bill delivers urgent and practical reforms to strengthen Australia's business registers. These registers are critical national infrastructure that underpins trust, transparency and confidence across the economy.

Australia's business registers sit behind millions of ordinary decisions. Before a supplier extends credit, before a bank lends to a small business, before a landlord signs a commercial lease, or before a customer checks who is behind a company name, these registers help answer a basic question: who am I dealing with?

The registers hold essential information about companies and their directors. They record whether a company exists, where it is registered, who the officeholders are, and how the corporate identity can be traced. That information gives businesses, consumers, journalists and regulators a reliable starting point for due diligence. It helps a contractor decide whether to take on a job, a creditor work out where to send a notice, and a regulator connect the dots when a director shifts from one corporate entity to another.

These records are trusted because they are established under statute and administered by the Australian Securities and Investments Commission (ASIC), an independent regulator. They provide the basic corporate map that allows markets to function, regulators to act, and the tax system to operate with confidence.

However, the systems that support these registers rely on ageing legacy technology that has been underfunded for many years. In 2023, following an independent review, our government took the decision to cease the former coalition government's Modernising Business Registers program, which experienced a five-fold cost increase and did not deliver its intended outcomes.

In its place, the government endorsed a targeted approach to stabilise and uplift the registers—focused on delivering practical improvements, strengthening integrity, and updating services in a measured, modular and achievable way. Since the cancellation of the former government's Modernising Business Registers program in August 2023, our government has committed substantial funding to this work, including funding to support the next stage of delivery.

This program is being delivered by ASIC and is known as RegistryConnect. The program is tracking on time and on budget, and is already delivering tangible improvements for users, including new and streamlined digital services.

The next milestones include improved company search services, new online company registration services, and the linking of the director identification number, or director ID, regime to the ASIC companies register.

These reforms will make ASIC's registers easier to use, harder to misuse, and more useful for anyone trying to work out who stands behind a company.

To keep this program on track, urgent legislative change is required by 30 June 2026.

If this bill is not passed by that date, multiple legacy provisions from the former Modernising Business Registers program will automatically commence on 1 July 2026, even though the underlying program ceased in 2023. Those provisions would transfer responsibility for administering the relevant business registers away from ASIC and into the registrar framework established for the former Modernising Business Registers program. That registrar is currently the Commissioner of Taxation, with registry functions supported through Australian Business Registry Services within the Australian Taxation Office. That transfer of responsibility away from ASIC would significantly disrupt registry operations, destabilise the uplift program, and delay key reforms, resulting in increased costs and uncertainty for businesses and the community.

This bill prevents that disruption. It ensures responsibility remains with ASIC and provides the powers needed to administer and update the registers effectively.

The bill contains three schedules.

Schedule 1 strengthens director ID requirements to support linking director IDs to the companies register.

Schedule 2 provides ASIC with targeted new registry powers to effectively administer the business registers.

Schedule 3 stabilises the registers by repealing legacy provisions from the former Modernising Business Registers program that would otherwise automatically commence on 1 July 2026.

The director ID regime has applied since 2021 and is administered by Australian Business Registry Services, part of the Australian Taxation Office. Since its introduction, three million directors have obtained a director ID.

A director ID is a unique identifier that stays with a director over time. It helps distinguish between people with similar names, trace directors across companies, and make it harder for someone to disappear behind a chain of corporate entities. The regime was designed to support action against misconduct, including illegal phoenix activity. But director IDs are currently separate from the ASIC companies register, limiting the transparency and integrity benefits of the regime.

Schedule 1 strengthens the regime by enabling director ID information to be linked to, used within, and published on the ASIC companies register.

Companies will be required to provide director IDs to ASIC through existing registration and reporting processes, including at company registration, through annual reviews, and when director details change. This does not create a new standalone reporting regime, but integrates director ID information into processes that companies already follow.

Linking director IDs will make it much easier for the public, businesses, regulators and journalists to verify identities and trace relationships across corporate entities. This will reduce the risk of fraud and identity misuse, help tackle illegal phoenix activity, and support a fairer marketplace.

Schedule 1 also includes targeted integrity and compliance measures. These include mechanisms to maintain data accuracy, proportionate enforcement tools for ASIC, and director notification and consent measures at the point of linking. These safeguards help ensure individuals are aware of their directorships and provide an avenue for those who may be unaware of, or coerced into, an appointment to take appropriate action.

The core requirement for companies to lodge director ID information with ASIC is intended to commence from 1 July 2027. This timing allows ASIC to prepare its systems and gives companies and directors sufficient time to understand and meet their obligations, supported by transitional arrangements aligned with ordinary reporting cycles.

Schedule 2 provides ASIC with a targeted set of new registry powers needed to effectively administer Australia's business registers.

The existing legislative framework was developed for an earlier era. It limits ASIC's ability to run a modern digital registry, respond to privacy and security risks, and provide efficient services to users.

Schedule 2 enables ASIC to interact with users through expanded electronic communications, reducing reliance on paper based processes and supporting more efficient regulatory engagement.

The bill also strengthens privacy and security settings by allowing ASIC to better manage access to registry information, including the ability to redact or restrict sensitive information where privacy or safety risks outweigh the benefits of disclosure.

Schedule 2 also strengthens integrity and enforcement. It expands ASIC's ability to correct inaccurate information on the registers, disclose information in the public interest subject to safeguards, and deregister companies in limited and serious circumstances where false or misleading information has been provided. These are practical powers for a digital registry system: fixing errors, protecting people at risk of harm, responding to fraud, and stopping company records from being misused in scams.

Most of these powers commence shortly after royal assent, enabling ASIC to support the next phases of the uplift program. Some elements commence from 1 July 2027 to align with when systems changes can be developed and implemented.

Schedule 3 is a technical but critical component of the bill.

It repeals legacy provisions from the former Modernising Business Registers program that are scheduled to automatically commence on 1 July 2026. If left in place, these provisions would transfer responsibility for the registers away from ASIC, despite the program having ceased.

Allowing these provisions to commence would disrupt registry operations, delay reforms such as director ID linking, increase costs, and undermine the stability of the current uplift program.

Schedule 3 must be enacted before 1 July 2026 to prevent those automatic commencements and provide certainty for registry operations.

Treasury consulted publicly on an exposure draft of the bill from 12 December 2025 to 10 February 2026, following targeted consultation in 2024 on the director ID linking model. That earlier consultation helped answer practical questions, including the process companies would use to update director details.

Stakeholders strongly supported the program and proposed design during consultation. Following consultation, only minor technical changes have been made to refine the operation of the bill based on analysis and feedback. These changes do not affect stakeholder rights or obligations.

Stakeholders recognised the importance of reliable registry information for market confidence and effective regulation. They also highlighted the need to balance transparency with privacy. That feedback helped shape the bill.

The Legislative and Governance Forum on Corporations was consulted in relation to the bill and has approved the measures as required under the Corporations Agreement 2002.

This bill is about continuity and confidence. It keeps responsibility for Australia's business registers with ASIC. It prevents outdated provisions from disrupting registry operations. It supports the linking of director IDs to company records. And it gives ASIC the practical powers needed to run a modern, secure and reliable registry system.

In doing so, the bill will help businesses trade with greater confidence, assist regulators to detect misconduct, provide appropriate transparency and make it easier for Australians to know who they are dealing with in the corporate marketplace.

Full details are contained in the explanatory memorandum.

Debate adjourned.

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