Part 7.9 of the Corporations Act 2001 (Cth) deals with financial product disclosure and other matters relating to the issue, sale and purchase of financial products. The meaning of “financial product” is explained in Div 3 of Pt 7.1 .

Under Pt 7.9 , "regulated persons" must generally give a product disclosure statement (or a short-form product disclosure statement) containing certain information to clients who are generally "retail clients" at or before the time when a financial product is offered or issued. Certain ongoing disclosure may also be required if material changes or significant events subsequently take place.

Note though that while the general form of disclosure is by use of a product disclosure statement or a short-form product disclosure statement, some financial products are subject to tailored disclosure regimes with their own rules and requirements for the form and content of product disclosure statements. For example, a "shorter PDS regime" applies to standard margin loans, superannuation products (other than those which are solely a defined benefit fund or pension product, have no investment component or are subject to relief) and simple managed investment schemes. In the case of these financial products, the provisions of those tailored disclosure regimes will need to be checked.

The purpose of financial product disclosure is to ensure that sufficient information is provided so that retail clients can make informed decisions about whether to acquire a financial product.

Relevant ASIC regulatory guides and information sheets dealing with financial products and financial product disclosure include:

• ASIC RG 168 Disclosure: Product Disclosure Statements (and other disclosure obligations);

• ASIC RG 169 Disclosure: Discretionary powers;

• ASIC RG 170 Prospective financial information;

• ASIC RG 221 Facilitating digital financial services disclosures;

• ASIC INFO 133 Shorter PDS regime: Superannuation, managed investment schemes and margin lending; and

• ASIC INFO 155 Shorter PDSs: Complying with requirements for superannuation products and simple managed investment schemes.

Note that ASIC has also issued product-specific guidance in some cases, for example, ASIC Regulatory Guide 45 Mortgage schemes — improving disclosure for retail investors.

The financial product disclosure obligations in Pt 7.9 of the Corporations Act 2001 (Cth):

• apply in relation to “financial products” other than certain excepted products. In general, the excepted products are:

• are imposed on “regulated persons” who include product issuers, financial services licensees and authorised representatives of financial services licensees;

• generally apply in relation to clients who are “retail clients” (ss 761G and 761GA ); and

• in general, take the form of a product disclosure statement or a short-form disclosure statement. However, some products are the subject of tailored disclosure regimes such as the shorter PDS scheme.

See When the disclosure obligations apply.

Division 2 of Pt 7.9 of the Corporations Act 2001 (Cth) contains provisions generally dealing with product disclosure statements including, in Subdiv B , the circumstances in which a product disclosure statement is required.

Under Div 2 , a regulated person generally has an obligation to give a retail client a product disclosure statement at or before the time of:

• giving financial product advice recommending that the retail client acquire a financial product (s 1012A );

• making an offer relating to an issue of a financial product or the issue of a financial product to a retail client (s 1012B ); or

• making an offer relating to the sale of a financial product in certain circumstances: s 1012C .

There are also some other circumstances in which a product disclosure statement is required. Note too, in some cases, a product disclosure statement may be provided later.

See When a product disclosure statement is required.

There are a number of situations set out in the Corporations Act 2001 (Cth) and the Corporations Regulations 2001 (Cth) when a product disclosure statement is not required including:

• if the client already has received a product disclosure statement containing all the required information; and

• if the client already holds a financial product of the same kind and has or has access to the information that a product disclosure statement would have been required to contain.

ASIC has also given relief from the requirement to give a product disclosure statement in certain circumstances.

See When a product disclosure statement is not required.

Subdivision C of Div 2 of Pt 7.9 of the Corporations Act 2001 (Cth) deals with the preparation and content of product disclosure statements. Subdivision C generally deals with:

• who must prepare a product disclosure statement;

• the content and form of a product disclosure statement; and

• the general limitations on disclosure.

Note that in the case of financial products which are subject to the shorter PDS scheme and other tailored disclosure schemes, the provisions of those schemes will need to be checked.

The material dealing with preparation and content of product disclosure statements is dealt with in two parts. This part:

• deals with who must prepare a product disclosure statement; and

• provides an overview of the required content and form of a product disclosure statement.

See Preparation and content of product disclosure statements: Part 1.

The second part of preparation and content of product disclosure statements deals with:

• the actual contents of a product disclosure statement including:

• the general limitations on disclosure.

See Preparation and content of product disclosure statements: Part 2.

Division 2 of Pt 7.9 of the Corporations Act 2001 (Cth) also requires:

• a regulated person, in certain circumstances, to give the client a supplementary product disclosure statement which must contain certain information (Subdiv D of Subdiv 2 );

• a regulated person, where a product disclosure statement has been lodged in relation to an offer for the issue of or sale of an interest in a managed investment scheme and where other conditions are met, to give the client a replacement product disclosure statement: see Subdiv DA of Div 2 .

Note that a supplementary product disclosure statement cannot be used for a product that is subject to the shorter PDS scheme.

See Supplementary product disclosure statements and replacement product disclosure statements.

Subdivision F of Div 2 of Pt 7.9 of the Corporations Act 2001 (Cth) contains provisions setting out other rights and imposing other obligations related to product disclosure statements. Those provisions:

• relate to the use of application forms;

• deal with the situation where a statement is lodged with ASIC;

• deal with minimum subscription conditions;

• deal with conditions about the ability to trade or to be quoted on a market;

• set out the action that might be taken if a disclosure condition is not met or a product disclosure statement is defective; and

• provide remedies for a person acquiring a financial product under a defective product disclosure document.

In addition, Div 3 of Pt 7.9 imposes other disclosure obligations on the issuer of a financial product:

• to provide further information on request;

• to provide ongoing disclosure of material changes and significant events; and

• to meet various other disclosure requirements.

See Other rights and obligations related to product disclosure statements.

Division 3A of Pt 7.9 of the Corporations Act 2001 (Cth) generally permits regulated persons who are required to provide a Product Disclosure Statement to instead provide a short-form product disclosure statement which summarises the key information in a product disclosure statement as long as a full product disclosure statement is available on request.

Note though a short-form product disclosure statement cannot be used:

• where the product is subject to the shorter PDS scheme; and

• where the product is a general insurance product.

Division 3B of Pt 7.9 requires a regulated person who has prepared a short-form product disclosure statement, in certain circumstances, to give the client a supplementary short-form product disclosure statement.

See Short-form product disclosure statements.

Subdivision E of Div 2 of Pt 7.9 of the Corporations Act 2001 (Cth) contains other requirements which generally apply to the different forms of disclosure statements.

The requirements of Subdiv E relate to:

• the lodgment of some statements with ASIC;

• the manner of giving of statements to a person or a person’s agent;

• the notice, retention and access requirements for statements that do not need to be lodged with ASIC; and

• the alteration of statements after preparation and before being given to a person.

See Other requirements relating to disclosure statements.

Divisions 4 , 5 , 5A , 5B , 5C and 6 of Pt 7.9 of the Corporations Act 2001 (Cth) contain provisions dealing with:

• advertising for financial products (Div 4 );

• cooling off periods (Div 5 );

• unsolicited offers to purchase financial products off market (Div 5A );

• disclosure and obligations in relation to short sales covered by a securities lending arrangement of listed s 1020B products (Div 5B );

• information about CGS depository interests (Div 5C); and

• miscellaneous matters including:

It should be noted that the Corporations Regulations 2001 (Cth) have made a number of exemptions and modifications to various provisions of Pt 7.9 and that ASIC has provided relief from the financial product disclosure obligations in a number of circumstances.

See Advertising, cooling off periods, enforcement and miscellaneous matters.

Division 7 of Pt 7.9 of the Corporations Act 2001 (Cth) contains provisions:

• creating offences in relation to Pt 7.9 (Subdiv A); and

• providing for civil liability in relation to Pt 7.9 (Subdiv B).

See Enforcement.