Responsible entity | Practical Law

Responsible entity | Practical Law

Responsible entity

Responsible entity

Practical Law ANZ Glossary w-006-4720 (Approx. 3 pages)

Glossary

Responsible entity

A body corporate that operates a registered scheme and is named in ASIC's record of the scheme's registration as its responsible entity. To be a responsible entity, the body corporate must be an Australian Financial Services Licensee whose licence authorises it to operate managed investment schemes (section 601FA, Corporations Act 2001 (Cth) (CA 2001)). The responsible entity either:
  • Engages another person to hold the assets of the registered scheme on trust for the scheme's members as the responsible entity's agent.
  • Holds the property of the registered scheme on trust for the scheme's members.
The powers, responsibilities and obligations of the responsible entity are set out in the CA 2001 and constitution of the registered scheme. The CA 2001 also sets out certain duties of responsible entities that require the responsible entity to (among other things):
  • Act honestly in the exercise of its powers and duties.
  • Exercise the degree of care and diligence that a reasonable person would exercise if they were in the responsible entity's position.
  • Act in the best interests of the members of the managed investment scheme and, if there is a conflict between the members' interests and the responsible entity's own interests, give priority to the members' interests.
These duties coexist with the common law and equitable duties imposed on trustees as well as the duties of the directors of the responsible entity (see Practice note, Directors' duties: overview).
For the purposes of the ASX Listing Rules, in relation to a trust that is not a registered scheme, a responsible entity is the entity that, in the ASX’s opinion, performs a substantially equivalent role in relation to the trust as a responsible entity performs in relation to a registered scheme (ASX Listing Rule 19.12).