ASIC Form 5107 Sets Notification Requirements for Change of Responsible Entity of Registered Schemes

Key Takeaways

• ASIC has published Form 5107 (version dated 2 April 2024), which is used to notify ASIC when the responsible entity of a registered managed investment scheme changes through retirement or removal.
• The current responsible entity must lodge within 2 business days of the members' resolution, and late fees apply.
• Compliance teams at responsible entities and incoming operators need to prepare consents, meeting documents, and signatures in advance to avoid lodgement failures.

Deep Dive

ASIC has published Form 5107 (version dated 2 April 2024), which is used to notify ASIC when the responsible entity of a registered managed investment scheme changes through retirement or removal. The current responsible entity must lodge within 2 business days of the members' resolution, and late fees apply. Compliance teams at responsible entities and incoming operators need to prepare consents, meeting documents, and signatures in advance to avoid lodgement failures.

Key requirements include the following. The form must identify the scheme (name and ARSN), the current and new responsible entities (company name, ACN, and AFS licence number for the new entity), the date of the extraordinary resolution, and the date of effect, which is when the new responsible entity takes over the scheme. A director or secretary of the lodging responsible entity must sign. Lodgement must include the notice of meeting and the minutes signed by the Chairperson confirming the resolution passed. Written consent from the company chosen as the new responsible entity must be obtained before lodging, and the notice must not be lodged without it. Where a Court appoints a temporary responsible entity under s601FP, a separate Form 5108 is also required.

The key timeline is 2 business days from passing the resolution when the current responsible entity lodges. A lodgement fee applies, and late fees apply for notifications outside the period. A form is not considered lodged until ASIC receives it and accepts it as compliant with s1274(8), and no receipt is issued unless requested. Annexures must meet formatting rules: A4 paper, company name and ACN shown, consecutive page numbering, an identifying mark, and signature by the same signatory as the form.

Missing the deadline results in late fees and potential regulatory scrutiny. Defective lodgements, such as a missing consent or unsigned minutes, may be rejected, leaving the scheme's public record inconsistent with its actual governance. Leadership gaps during transition can create operational and investor-protection exposure. The personal information contained in the form should be handled under ASIC's privacy policy and internal data protection controls. Overall impact is low for the form itself but moderate for the process around the transition.

Source: Australian Securities and Investments Commission