Regulatory update

ASIC consults on financial resources requirements for market operators

ASIC has released draft updates to RG 172 setting out how much market operators must hold, in what form, and when significant venues must stress test. Comments close 4 December 2026.

On 30 October 2026, ASIC released Consultation CS 69, proposing updates to the financial resources guidance in Regulatory Guide 172 Financial markets: Domestic and overseas operators (RG 172).

The draft guidance keeps the familiar benchmark of six months of operating expenses. But it is far more specific about how that figure is calculated, what assets count towards it, and when a market operator needs to hold more.

If you hold an Australian market licence, or are applying for one, this is worth reading now. ASIC is also asking for feedback on transition arrangements.

What ASIC is proposing

Under section 792A(1)(d) of the Corporations Act 2001, a market licensee must have sufficient resources, including financial resources, to operate its market properly. ASIC’s current guidance on what that means is short and high level.

ASIC says it has seen inconsistencies in how the guidance is applied in practice. The review also follows ASIC’s inquiry into ASX. In December 2025, ASX committed to holding sufficient net tangible assets to meet its market licence financial resource requirements by 30 June 2029, on top of a $150 million capital charge.

The draft guidance covers:

• how to calculate the six-month operating expenses benchmark;
• the form and availability of financial resources;
• scenario analysis and stress testing for significant market venues;
• intra-group dependencies and business model risks; and
• reporting and monitoring.

ASIC says the changes are intended to be proportionate to each licensee’s nature, scale and significance in Australia.

What changes from the current RG 172

The update is confined to the financial resources part of Section D of RG 172. ASIC’s summary of changes shows the main shifts:

The six-month baseline stays, with sharper edges

The draft retains six months of operating expenses as the benchmark, but now describes it as a minimum rather than a general expectation (draft RG 172.71). ASIC says it wants licensees to apply the guidance thoughtfully and not automatically default to six months. The key changes:

• Size for the whole business. Resources should cover all of the licensee’s activities, not only the market venue (draft RG 172.70).
• Count all operating expenses. Include every expense that supports day-to-day operations, which ASIC expects to generally align with operating expenses in your financial statements. Costs under service and outsourcing agreements, with related entities or third parties, are included (draft RG 172.72).
• Test the number. Check whether six months of historical expenses would cover a recovery or orderly wind-down. Some costs, such as legal and consulting fees and support for affected users, may rise, and the process may take longer than six months (draft RG 172.73).
• Plan for recovery, not just wind-down. Hold more if needed to recover critical services or wind down in an orderly way under severe but plausible scenarios. ASIC says recovery without a wind-down is preferable where possible.

Liquidity and capital are now separate tests

The draft separates liquidity and capital, reflecting the different jobs they do (draft RG 172.74). Liquidity lets you meet cash flow obligations as they fall due. Capital absorbs losses so you can keep operating.

Liquid assets

Liquid assets should cover the amount you have assessed. Unless ASIC agrees otherwise, they should be cash or cash equivalents, as defined in the accounting standards. They must be convertible to usable funds without material delay, realisable at or near face value without erosion in a loss-absorption event, and accessible on demand (draft RG 172.75). If you want to use another form of liquidity, you will need to show ASIC that it meets these tests.

Capital

Every licensee should keep positive net assets at all times as a minimum level of capital, plus a buffer that keeps net assets positive under severe but plausible scenarios (draft RG 172.76). ASIC says this is broadly comparable to the base level financial requirements for AFS licensees in RG 166.

ASIC will look at substance over legal form and accounting classification. A resource will not count if an arrangement has the purpose or effect of materially overstating its amount, quality, permanence, liquidity or accessibility (draft RG 172.90).

Resources must stay available

Under the draft, financial resources must meet the requirements at all times. They are there to support the continuity of the market venue, its recovery and, if necessary, its orderly wind-down. They should not be used to fund ordinary expenses, and must be replenished promptly if drawn on (draft RG 172.77).

A licensee should not approve or make distributions, such as dividends, or take any other step that reduces its resources, if doing so would cause, or is reasonably likely to cause, a shortfall. If a shortfall happens or is likely, the licensee should consider whether it has breached, or may no longer meet, section 792A(1)(d), notify ASIC as required by section 792B, take corrective action and restore its resources within a timeframe agreed with ASIC (draft RG 172.78).

Extra expectations for significant market venues

Licensees operating a significant market venue would face more stringent requirements. These are venues where disruption or failure would affect the stability and resilience of Australia’s financial system. ASIC would consider (draft RG 172.80):

• the extent of retail participation;
• whether there are alternative venues or mechanisms for trading the same products in Australia (a new factor);
• the operator’s role in overseeing primary issuance; and
• the venue’s importance to the financial system, including its size, interconnectedness and substitutability.

A significant market venue would be expected to:

• build robust scenario analysis and stress testing frameworks, with board oversight of stress loss estimates, the operating range and buffer requirements (draft RG 172.82);
• hold, as a minimum, liquid net assets funded by equity equal to at least six months of operating expenses, and more if its stress testing shows that is not enough (draft RG 172.84); and
• count only genuinely loss-absorbing equity (draft RG 172.83).

On that last point, equity must be permanent, unencumbered, freely available to absorb losses and usable without restriction, such as ordinary shares, disclosed reserves or retained earnings. Accounting classification alone is not enough. There should be no right or incentive to repay or redeem it, and no unavoidable distributions. Intangible assets and other assets that cannot absorb losses in a crisis should be deducted.

ASIC notes that liquid net assets funded by equity is the measure used in international guidance for financial market infrastructure, namely Principle 15 (general business risk) of the CPSS-IOSCO (now CPMI-IOSCO) Principles for Financial Market Infrastructures. Licensees can propose an alternative that meets the same intent, subject to ASIC’s confirmation.

Group arrangements and business model risk

ASIC may set additional requirements where a licensee relies on guarantees or other non-cash support from related group entities, has significant other businesses, has intra-group dependencies, makes a material change to its business or operating model, or has other factors that increase its risk profile (draft RG 172.85). The current guidance is narrower, so these triggers will catch more licensees. Licensees are expected to assess these risks for themselves and put mitigating arrangements in place (draft RG 172.86).

Where a licensee relies on intra-group arrangements, particularly a tier 1 licensee, ASIC expects credible, timely, effective and legally enforceable access to unencumbered resources. This should typically be documented in a group capital management policy and plan covering all licensees and critical insourced service providers, licence-level requirements, allocation across the group and group-to-licensee sufficiency testing (draft RG 172.87).

• Rely mainly on resources you hold or generate yourself, and treat related-entity support as secondary (draft RG 172.88).
• Document who may authorise access to or release of your resources, and manage conflicts for directors who also act for other group entities.
• Resources needed by other group entities do not count towards yours. A licensee that is also a group parent must hold resources for its licensed function separately (draft RG 172.89).

Where ASIC considers it necessary, it may impose licence conditions requiring these arrangements (draft RG 172.91). If it is not satisfied that resources are properly calibrated, it may impose additional requirements, such as a multiple of six months’ operating expenses (draft RG 172.92).

Monitoring and reporting

ASIC says the information licensees currently give it is inconsistent. Under the draft, the annual compliance report under section 792F should explain how you meet the requirements, including the amount and form of your resources, the key methodologies and assumptions, how the resources link to specific balance sheet items, and how you have legally enforceable access to them at all times (draft RG 172.79(a)).

You should also have internal monitoring with clear triggers for review, escalation and corrective action. Triggers for drawing on or restoring resources should be objective, set in advance and documented, rather than left to discretion at the time, and should consider when to notify ASIC (draft RG 172.79(b)).

Key dates and how to make a submission

Send submissions to markets.consultation@asic.gov.au. ASIC’s media release gives an earlier closing date of 30 November 2026, while the consultation page says 4 December 2026. To be safe, we suggest aiming for 30 November or confirming the date with ASIC.

Submissions are not treated as confidential unless you ask for that.

What market operators should do now

If you are building a platform that may need a market licence, including under the digital asset reforms covered in our article on ASIC’s digital asset consultation, factor these expectations into your capital planning early.

Frequently asked questions

This article is general information only and is not legal advice. Please contact us for advice about your circumstances.

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