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Latest Reforms affecting Companies in 2026

Latest Reforms affecting Companies in 2026

January 13, 2026

Sanicki Lawyers

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Published

13 January 2026

Category

Commercial, Franchising

There are several reforms that companies and their directors will need to be aware of and address this year as follows.

1. Competition Law - Mandatory Merger Reforms

The most significant change to competition law has already come into effect on 1 January 2026, replacing the previous voluntary system with a mandatory merger control regime. Acquisitions that meet certain thresholds must be notified to the ACCC and cleared, before completion failing which there are severe penalties and the transaction will be legally void.

Notification is required if the combined Australian revenue of the parties is at least $200 million and the target’s revenue exceeds $50 million (or the transaction value is at least $250 million).

The core regime started 1 January 2026 however new thresholds for specific asset acquisitions and voting power (exceeding 20% or 50% even without control) will start 1 April 2026.

2. Climate-Related Financial Disclosure

Under the Corporations Act mandatory sustainability reporting is now required, and large entities must now prepare an annual sustainability report (in addition to financial reports) disclosing climate-related risks, opportunities, and greenhouse gas emissions (Scope 1, 2, and 3).

  • Group 1: Large entities (>$500m revenue) began reporting for financial years from 1 January 2025.
  • Group 2: Medium entities (>$200m revenue) will commence for financial years starting 1 July 2026.

 

The financial report must include a directors’ declaration that the entity took reasonable steps to ensure compliance with the Australian Accounting Standards Board (AASB) requirements.

3. Digital Asset and Fintech Regulation

New legislation introduced in late 2025 under the Corporations Amendment (Digital Assets Framework) Bill 2025, has brought digital assets into the formal corporate regulatory framework so digital assets and tokenised custody platforms, must now hold an Australian Financial Services Licence (AFSL).

These platforms are now subject to core obligations, including the duty to act “efficiently, honestly and fairly” with a prohibition on unfair contract terms.

4. ASIC 2026 Enforcement Priorities

ASIC has identified several new focus areas for 2026:

 

  • Private Credit: Heightened scrutiny of governance and transparency in the $200 billion private credit sector –This is most welcome due to the number of fraudulent Managed Investment Schemes (MIS) and other investment schemes in which we have seen investors lose their money.
  • Financial Reporting: Enforcement against failure to lodge financial reports, particularly for entities with unlisted assets.
  • Insurance & Superannuation: A focus on failures by super trustees in member services.
  • Market Integrity: Continued emphasis on insider trading and the first wave of enforcement regarding sustainability report non-lodgement.

 

5. Employment Changes

  • Wage Compliance: Intentional underpayment of wages is a criminal offence with potential imprisonment and fines up to $8.25 million for corporations.
  • Proposed Non-Compete Ban: The government has indicated an intention to ban non-compete clauses for employees earning less than $175,000 per annum in 2026.
  • Payday Super: Legislative changes require superannuation to be paid within seven business days of each payday starting 1 July 2026.

6. Anti-Bribery & Corruption

The Crimes Legislation Amendment (Combatting Foreign Bribery) Act 2024 introduced direct corporate liability for bribery, requiring “adequate procedures” for prevention.

 

7. Whistleblowing & Privacy:

New legislation expands whistleblower protections, while a Privacy Amendment Bill introduces significant new risks and obligations.

8. Scams & Consumer Protection:

The Scams Prevention Framework Bill 2024 imposes significant penalties on banks, telcos, and social media for failing to prevent scams, giving ACCC new powers.

9. Director Duties & Compliance:

The AICD guides emphasize directors need for compliance, particularly in high-risk areas like cyber and regulatory obligations.

 

10. Digital & Cyber Security:

New cybersecurity legislation were introduced to address growing digital risks, affecting corporate governance.

What does this mean to large and smaller companies?

No Board can manage all these compliance issues on their own without ensuring they have systems and people to manage them.

Directors need to establish Compliance committees to deal with these issues to report to the Board and ensure they seek Legal, financial and accounting advice.

For Specialist Legal advice contact:

Sanicki Lawyers Commercial and Corporate Team

Robert Toth I Special Counsel I Accredited Commercial Law and Franchise Specialist | robert@sanickilawyers.com.au or mobile 0412 67 37 57

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