Reselling a property token: who may run the market in Australia

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Kooky

Builder of Shaka, the payment router that pays every agent their commission on closing date.

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Buying a small share of a Queensland rental house takes a few minutes on a screen. Selling it again is a different exercise, because a sale needs a second person and a place where the two can meet. That place is regulated in its own right. Under the Corporations Act, a venue where offers to buy and sell financial products are regularly made is a financial market, and running one without a licence or an exemption is prohibited, whatever technology sits underneath.

This guide looks only at that venue: who is allowed to operate a marketplace where units or tokens tied to real estate change hands, which licence or exemption applies, how a noticeboard differs from an order book, and what all of this means for price and for waiting time. It draws on the Australian Securities and Investments Commission's Regulatory Guide 172 as reissued on 21 September 2026, its Information Sheet 225 on digital assets, the low-volume market instrument remade in late September 2026, and the Corporations Amendment (Digital Assets Framework) Act 2026. The other ways out of a shared property, such as withdrawal offers and winding up, are covered in the magazine's separate guide on exits.

ASIC Corporations (Low Volume Financial Markets) Instrument 2026/756 and ASIC's news item of 30 September 2026.

What changes hands: a unit, not the land

The first thing to settle is what the seller actually has to sell. In the structures ASIC describes, the house or apartment is held by a trustee or a scheme operator, and the investor holds a unit or an interest in that arrangement. The token, where there is one, is a record of that interest.

Information Sheet 225 gives the regulator's reading. Among its 18 worked examples, the one on tokenised real estate concludes that the token issued by the hypothetical company is likely to be an interest in a managed investment scheme. An interest in a scheme is a financial product. It is not a lot, a share of a lot or a registered interest in land.

Because the thing being traded is a financial product, the rules that govern the venue are the Commonwealth's financial market rules, not Queensland's rules for selling real estate. The magazine's earlier guides on classification and on trusts, syndicates and platforms cover that ground in detail.

When matching buyers and sellers becomes a market

Regulatory Guide 172 sets out the definition in section 767A of the Corporations Act: a financial market is a facility through which offers to acquire or dispose of financial products are regularly made or accepted. Each word has been given a wide reading.

"Facility" is not limited to a trading floor. ASIC says the definition applies to any form of technology or physical infrastructure, so a web page, an app or a set of smart contracts can each qualify.

"Regularly" does not mean all day or at fixed times. The guide says it means the facility can provide recurring opportunities to trade, and that small numbers of infrequent trades can still meet the test. A resale page that sees two transactions a month is not outside the definition because it is quiet.

Information Sheet 225 applies the same test to digital asset platforms and adds a point that matters for small operators: "You need just one financial product trading on your market to mean you are operating a financial market." A platform that lists a single tokenised house and lets holders trade it among themselves is in the same legal position, on that question, as one that lists fifty.

There is an important carve-out. The guide explains that a person who makes or accepts offers on their own behalf, or on behalf of one party to the transaction only, is not operating a market. That is why a scheme operator buying units back from holders, or a broker acting for a seller, is treated differently from a venue that brings many buyers and many sellers together. According to Information Sheet 225, a market maker or a broker generally needs an Australian financial services licence for dealing, not a market licence.

The market licence and its two tiers

Anyone operating a financial market in Australia must hold an Australian market licence or have an exemption, ASIC states on its licensed and exempt markets page. Holding out as operating one without either is also prohibited. Information Sheet 225 warns platform operators that letting financial products trade without the appropriate licence may amount to a significant breach of the law.

Regulatory Guide 172 describes two tiers. Tier 1 covers venues that are significant to the Australian economy or to the financial system, which are generally expected to meet every licence obligation. Tier 2 covers most other venues, with obligations adjusted to the venue's nature. The guide says the choice between them rests on a risk assessment, including whether a failure of the venue could cause severe disruption. ASIC adds that it would not generally allow a Tier 2 venue to use the word "exchange" in its name.

The central duty of any licensee, in section 792A of the Act, is to operate the market in a fair, orderly and transparent manner, to the extent that is reasonably practicable. Around it sit operating rules, enough financial resources, which the guide describes as generally at least six months of operating costs, and record keeping that extends to trading pauses, halts and suspensions. Where a domestic market gives retail investors access through intermediaries, approved compensation arrangements are required as well.

The low-volume exemption, remade for October 2026

Most resale pages attached to a small property scheme will never be large enough to justify a market licence. ASIC has had a class exemption for that case since 2016, and it has just been renewed.

On 30 September 2026 ASIC announced a new instrument, ASIC Corporations (Low Volume Financial Markets) Instrument 2026/756, which continues the relief first given by the 2016 instrument and raises the value limit from $1.5 million to $2.5 million. The regulator said the increase reflects factors including inflation, the figure having stood unchanged since 2016.

A market is low volume, under the instrument, if in the 12 months from the day it is named on ASIC's register, or in any later 12-month period, no more than 100 completed transactions are entered into and their total value does not exceed $2.5 million. The exemption runs until the start of 1 October 2031.

The exemption is not automatic. It applies only to markets named on ASIC's register of exempt markets, and an operator has to apply. ASIC can remove a market from the register, for example if the operator becomes insolvent or the market no longer runs as described.

The conditions in the instrument shape what such a venue looks like:

• The operator and its associates may run no more than two exempt markets and no licensed market.
• The products must come from a single issuer, which is either the operator itself or an issuer that appointed the operator. They must be securities or interests in a managed investment scheme, and must not be tradeable on a licensed market.
• The market must have no mechanism for automatic order execution or automatic contract formation.
• The operator must not handle the purchase money for settlement unless it holds a financial services licence that authorises dealing in the product.
• Before a person first uses the market, the operator must tell them in writing that the market is exempt, that the operator is unlicensed as a market, and that the obligations of a licensed market do not apply.
• Within 45 days after each anniversary of being named, the operator reports to ASIC the number and value of transactions for each month and the number of users.

The two caps describe a small venue. If both were reached in the same year, the average transaction would be $25,000, which is $2.5 million divided by 100. A scheme with several hundred holders can therefore see only a minority of them trade in any year before the venue outgrows the exemption.

Bulletin board or order book

The ban on automatic execution is the line that separates the two kinds of venue a holder is likely to meet.

On an order book, buyers and sellers enter prices and quantities, and the system matches compatible orders and forms the contract without further human decision. That is automatic order execution. Under the instrument, a venue that works this way cannot rely on the low-volume exemption, whatever its size. It needs a market licence or an individual exemption.

On a bulletin board, a holder posts an interest in selling and a price, and a prospective buyer answers. The two then agree between themselves, and the contract is formed by their agreement, not by the system. This is the model the low-volume conditions leave room for. It is slower by design.

Neither model creates buyers. An order book with nobody bidding is as still as a noticeboard with no replies. What differs is the legal weight the venue carries and the information it must produce.

Clearing and settlement: the second licence question

Agreeing a trade and completing it are separate steps in the Act, and each has its own regime. Regulatory Guide 172 notes that post-trade processes are not part of the market definition, and that a facility operated for those purposes may be a clearing and settlement facility under section 768A.

Information Sheet 225 describes such a facility as one that provides a regular mechanism for the parties to transactions in financial products to meet their obligations to each other. Central counterparties and settlement systems are the usual examples. ASIC says that whether a platform dealing in digital assets that are financial products needs a clearing and settlement facility licence, or an exemption, depends on how those transactions are cleared or settled, and it refers operators to Regulatory Guide 211. These facilities are supervised jointly by ASIC and the Reserve Bank of Australia.

For a property token, the answer turns on how the platform ties the transfer of the token to the transfer of the price, and ASIC's guidance gives no single rule for it.

Price when buyers are few

A licensed listed market produces a price continuously. A resale board for one house does not, and the documents a scheme must publish show why.

The reference point for value is the scheme's net tangible assets per unit. ASIC's Regulatory Guide 46 on unlisted property schemes, reissued on 5 March 2026, asks closed-end schemes to disclose that figure, the method behind it and the adjustments made, based on the latest financial statements. The underlying property value comes from a valuation policy, one of the guide's six benchmarks. The policy should require an independent valuation before a property is bought, and a further one within two months after the directors form a view that a material change in value is likely. The guide leaves the regular timetable to the scheme's operator.

So the published value moves in steps, at valuation dates, while willingness to buy moves daily. Three things follow on a thin venue.

First, the last sale price can be old. If the previous transaction happened months earlier, it says little about what a buyer would pay today.

Second, the gap between what sellers ask and what buyers offer, the spread, can be wide and can sit on either side of the net tangible assets figure. A seller who needs the money quickly meets the buyer's price, not the valuation.

Third, trading can stop. On a licensed market, halts and suspensions are part of the rules and are recorded. On an exempt board, the operator is not bound by the licensed-market duties at all, and must say so in writing before first use. A board that has reached 100 completed transactions or $2.5 million in its 12-month period no longer fits the definition of a low-volume market, which is a separate reason for activity to pause.

A resale venue for one house can show an asking price every day. It can only show a market price on the days somebody buys.

What the holder is told, before and after

Disclosure does part of the work that a deep market would otherwise do. For a scheme offered to retail investors, the product disclosure statement comes first. Regulatory Guide 46 sets eight disclosure principles for unlisted property schemes, and the seventh covers withdrawal arrangements. The operator should state whether the constitution allows withdrawal and when, the maximum withdrawal period, shown at least as prominently as any shorter period that is promoted, and the risks that could limit withdrawals or affect the unit price. If investors have no withdrawal rights, the guide says this must be stated.

After the sale of units to investors, disclosure continues. The guide describes two routes. Schemes subject to continuous disclosure must lodge information with ASIC under section 675 of the Act when it is not generally available and would be likely to have a material effect on the price or value of the interests. Schemes outside that regime must notify investors of material changes and significant events under section 1017B; the guide says adverse changes should be notified as soon as practicable and within three months. Which route applies depends on the scheme, and ASIC's Regulatory Guide 198 deals with unlisted disclosing entities.

As good practice, the guide also expects an update to investors in writing at least every six months.

What the platform regime adds from April 2027

The Digital Assets Framework Act creates two new kinds of financial product: the digital asset platform and the tokenised custody platform. It does not replace the market licence. It adds a layer for businesses that hold tokens, or hold assets against tokens, for their clients. The magazine's guide on the Act covers its general effect; what follows is limited to trading.

On timing, ASIC's implementation roadmap, dated 20 April 2026, records that Parliament passed the Act on 1 April 2026 and that it received Royal Assent on 8 April 2026. The Act's own commencement clause sets the start as the day after the end of 12 months beginning on the day of assent, followed by a transition period of six months.

Several provisions bear directly on a venue where tokens change hands.

Platform rules become compulsory. Under the new section 912BG, a licensee's rules must set transparent and non-discriminatory criteria for becoming a client, state the settlement method, disclose the platform's sources of liquidity and who bears counterparty and operational risk, and explain how assets are deposited and redeemed. The rules take effect as a contract between the operator and each client.

ASIC gains the power to write transactional and settlement standards under section 912BF. The Act says such a standard must require an enforceable written arrangement with each liquidity provider or market maker, with monitoring and enforcement. ASIC's roadmap says the standards will draw on the market integrity rules and that, for markets-style platforms, they would require operation in a fair, orderly and transparent manner. The regulator plans a new regulatory guide that will also explain how the platforms interact with the financial market and clearing and settlement regimes.

The Minister can move the boundary. Section 767B lets the Minister declare a platform to be a financial market for specified tokens, and section 767C allows a declaration that a platform is not one for specified financial products.

There is a small-platform exemption from the financial services licence. It applies where the total value of transactions across the operator's platforms does not exceed $10 million over 12 months and no client's holdings exceed $5,000 at entry value, with notice lodged with ASIC and further conditions. This exemption concerns the licence for issuing the platform. It is separate from the low-volume market exemption, which has its own caps.

One earlier arrangement has ended. The class no-action position ASIC attached to Information Sheet 225, which extended to market licensing, ran no later than 30 June 2026.

Sandbox and wholesale pilots

Two routes are sometimes mentioned as ways to test a trading venue. Neither covers a retail resale market for property tokens.

ASIC's enhanced regulatory sandbox, in place since 1 September 2020, lets a business test certain financial or credit services for up to 24 months without first holding a financial services or credit licence. Information Sheet 248, updated in April 2026, sets a limit of $10,000 per retail client in certain products and $5 million in aggregate client exposure. It also states that a body operating a financial market, or a clearing and settlement facility, cannot use the exemption. The Innovation Hub, ASIC's contact point for fintech businesses, offers informal assistance before any application.

At the wholesale end, Project Acacia, led by the Reserve Bank of Australia and the Digital Finance Cooperative Research Centre, published its final report in May 2026 after 20 use cases, 12 of them pilots with real money and assets, were tested between August 2025 and February 2026. The report found that the main barriers to scaling tokenised markets are legal and regulatory uncertainty, industry coordination and the network effects of existing infrastructure; real estate was not among the asset classes tested.

The liquidity questions Moneysmart points to

Moneysmart is the consumer site run by ASIC. Its property funds page, updated on 29 July 2026, is not written for token resale, but it sets out what to check on getting money out of an unlisted fund, and each point translates directly to a resale venue. "Not all property funds have withdrawal rights," the page says, and where withdrawals exist they may involve delays, strict conditions and fees.

From that page, the points on liquidity are these:

• When can money be withdrawn, and does a deferral period apply?
• How is the unit price calculated, and can it change?
• What does the product disclosure statement say about features, risks, fees and who manages the trust?
• How and how often are the assets valued, under the fund's valuation policy?
• What is the net tangible assets figure per unit, bearing in mind that fees and costs can reduce it?

The regulatory material covered in this guide adds venue questions in the same plain terms. Is the resale venue a licensed market, a market named on ASIC's register of exempt markets, or a service where the operator itself is the buyer? Are deals matched automatically or agreed between the parties? Who handles the purchase money, and under which licence? How many sales were completed in the past year, and at what prices?

These questions establish how long a sale might take and how far the price might sit from the last valuation, the two things a marketplace for a single Queensland property cannot promise in advance.

Kooky, from Shaka

Kooky edits Queensland Estate and builds Shaka, the payment router he made for Queensland property professionals. One payment comes in, and every agent, agency and party in the deal receives their signed share on closing date.

About Kooky and Shaka →