One of the quieter features of the Australian proprietary company is how little the public record says about who actually owns it. ASIC’s register shows the legal shareholders and flags whether shares are “beneficially held” — but if the answer is no, it doesn’t say for whom. Layer a trust or a holding company into the chain and the real owner disappears from view entirely. That opacity is on its way out. The Government has committed to a public, Commonwealth-operated register of beneficial ownership for unlisted companies, and while the legislation is still being developed, the design is now detailed enough that founders and investors can see what’s coming.
Where the Reform Is Up To
The project has been running since Treasury’s 2022 consultation paper, but two documents define its current shape. The first is Treasury’s updated policy specifications of December 2024, which set out the proposed regime in detail. The second is the Assistant Minister’s announcement of 15 October 2025, which streamlined the plan: rather than first requiring companies to maintain their own registers and centralising later, the Government will proceed directly to a public register run by the Commonwealth, with ASIC as the regulator of the new obligations and the register timed to integrate with a stabilised companies register — backed by $207 million in additional ASIC funding. A parallel beneficial ownership regime for trusts is being developed at the same time.
Nothing is law yet for unlisted companies. Stakeholder engagement on detailed policy is slated for early 2027, with public consultation and draft legislation to follow — so realistically this lands on startups later this decade. The listed-company half of the transparency agenda, by contrast, has already passed: the Treasury Laws Amendment (Strengthening Financial Systems and Other Measures) Act 2025 overhauls substantial holding disclosure for listed entities (including deemed economic interests through cash-settled derivatives) with obligations commencing 4 December 2026. For most readers of this blog that matters only post-exit — but it signals how serious the broader program is.
Who Counts as a Beneficial Owner
Under the December 2024 specifications, a person is a beneficial owner of a regulated entity — unlisted proprietary companies, unlisted public companies and unlimited liability companies — if they:
- directly or indirectly hold 25% or more of the shares or voting rights in the entity (the 2022 paper proposed 20%; Treasury moved to 25% to align with the Anti-Money Laundering and Counter-Terrorism Financing Act 2006 definition and international practice), or
- have the right to exercise, or actually exercise, significant influence or control over the entity.
Direct and indirect interests are combined, and interests held under agreements or arrangements count — so parties acting together under a voting arrangement can collectively meet the threshold.
Companies won’t have to unravel every chain to a human. The specifications introduce “registrable beneficial owners” that stop the trace — including natural persons, other regulated entities, listed entities, registered MISs, CCIVs, registrable superannuation entities and foreign companies with equivalent disclosure regimes — which can simply be recorded. But trusts (including SMSFs), partnerships, associations and cooperatives must be traced through — and where a trust sits in the chain, the trustee must disclose the trust’s cast of characters: trustees, appointors, settlors, and for discretionary trusts, anyone the trustee reasonably believes would receive a distribution, has received one in the last three years, or has significant influence or control over the trust. If no beneficial owner can be identified at all, the directors or senior managers are recorded by default.
What This Means for a Startup Cap Table
Run the test over a typical startup and the results are instructive:
- Founders holding 25%+ — directly, or through the discretionary family trust so many founders use as a holding vehicle — are squarely captured, and a trust in the chain drags the trust’s appointor and recent beneficiaries into the disclosure net. That’s a materially bigger privacy footprint than today’s member register.
- VC funds structured as limited partnerships (VCLPs and ESVCLPs included) are not registrable in their own right on the current specifications, which means tracing into the partnership structure — one of the design points the 2027 consultation will need to settle, and one fund managers will be watching closely.
- The “significant influence or control” limb is the sleeper. A minority investor whose reserved-matters consent rights give them an effective veto over the company’s key decisions may arguably exercise control without ever crossing 25%. Where the drafting draws that line will determine whether lead investors routinely appear on their portfolio companies’ registers.
- SAFE and convertible note holders sit outside the shares-and-voting-rights limb until conversion — though control covenants in their instruments could still engage the significant-influence limb, and expect the draft legislation to grapple with rights that convert into threshold-crossing stakes.
The compliance mechanics matter too. Companies would need to take reasonable steps to identify and verify their beneficial owners, keep the information current (updating within 14 days of being notified of a change), and retain records for seven years. Beneficial owners themselves carry a positive duty to self-identify and to report changes. Helpfully for early-stage companies, a director-owner certification shortcut lets a company whose only beneficial owners are its directors certify that fact instead of maintaining a full register — many two-founder pre-seed companies would qualify, at least until the first priced round. Wholly-owned groups can keep one consolidated register.
Access, Privacy and ASIC’s New Teeth
Public access will be real but calibrated. The subset destined for publication includes a beneficial owner’s full name, month and year of birth, country of residence, nationality, the nature of their control, and the dates their ownership started or stopped — while regulators, law enforcement and AML/CTF reporting entities get the full record, including date of birth and residential address. A suppression regime protects people at demonstrated risk of harm, with automatic suppression for minors.
Enforcement is where founders should pay attention. ASIC would police the regime with infringement notices and — modelled on its existing powers under the ASIC Act — freezing notices over shares where disclosure obligations go unmet after a warning-notice process. A frozen holding can’t be dealt with or benefited from until the disclosure is made. Picture that surfacing in due diligence mid-raise: an uncooperative shareholder’s stake frozen on the eve of completion is the kind of problem no term sheet survives gracefully.
What to Do Now
There’s no register to file with yet, but the direction of travel rewards early housekeeping. Know your own chain: map who ultimately sits behind every holding entity on your register, because cap table hygiene now includes beneficial ownership data you’ll eventually have to verify and report. Build information covenants into your shareholders’ agreement and deeds of accession so incoming holders are contractually obliged to supply and update ownership information. And note that much of this has already arrived regardless of the register: since 1 July 2026, Australia’s Tranche 2 AML/CTF reforms have made lawyers, accountants and company service providers who supply designated services AUSTRAC reporting entities with KYC obligations — so your startup’s beneficial ownership is already being asked for, verified and recorded whether or not Treasury’s register ever goes live. Getting structuring advice from startup lawyers in Sydney before the regime crystallises — particularly if your holding structure involves trusts — is cheaper than restructuring under a disclosure deadline.
Transparency is coming to Australian private companies. The founders it inconveniences least will be the ones whose ownership was clean, documented and explicable all along — which, not coincidentally, is also what your next lead investor wants to see. If you’re setting up or restructuring your company with the register in mind, the time to think about it is before the 2027 consultation hardens into law.
This article is general information only, not legal advice — the beneficial ownership register remains at the policy-development stage and its final design may differ from the specifications described here. Viridian Lawyers advises Australian founders, startups and investors on corporate structuring, cap tables and regulatory change. If you want to understand how the register might touch your structure, get in touch.
