RG 105 Responsible Manager Obligations Explained

What Is a Responsible Manager?

A responsible manager is an individual nominated by an AFSL holder who is responsible for overseeing the financial services provided under the licence. They play a key role in ensuring the licensee meets its obligations and that advice given to clients is compliant with the law.

Who Can Be a Responsible Manager?

To be a responsible manager, an individual must have the appropriate competence and experience for the financial services covered by the licence. This typically includes relevant qualifications, industry experience, and a good compliance record. ASIC assesses each responsible manager when a licence application is made or varied.

Key Responsibilities

Responsible managers are responsible for supervising the provision of financial services, ensuring compliance with the licence conditions, and maintaining adequate training and supervision arrangements. They are the key point of contact for ASIC on licensing matters and must be available to the licensee on an ongoing basis.

ASIC's Expectations

ASIC expects responsible managers to be actively involved in the business, not just名义上的. They must have sufficient authority to influence the conduct of the business and must be able to demonstrate their ongoing competence. If ASIC has concerns about a responsible manager, it can impose conditions on the licence or refuse a licence application.

Why This Matters for Consumers

Responsible managers help ensure that the advice you receive is properly supervised and that the licensee has competent people overseeing their operations. If you have concerns about advice, the responsible manager is one of the people who should be aware of the issue and able to address it.

Who Can Be a Responsible Manager

A responsible manager is a key person of an AFS licensee who is responsible for the licensee's compliance with its licence obligations. Under RG 105, a responsible manager must: be a director or senior manager of the licensee, have appropriate qualifications and experience in the financial services provided by the licensee, and be of good fame and character (no relevant criminal history or ASIC banning orders).

The responsible manager must have practical experience in the financial services industry, typically at least 3-5 years in a relevant role. They must also meet the training standards under RG 146 appropriate to the services provided. For licensees providing personal advice to retail clients, the responsible manager should have experience in the specific advice areas covered by the licence.

Responsibilities and Accountability

The responsible manager is accountable for: ensuring the licensee has adequate compliance arrangements, overseeing the training and competence of representatives, monitoring advice quality, handling compliance issues and breaches, reporting to ASIC as required, and ensuring the licensee's financial resources are adequate.

Under the Financial Accountability Regime (FAR), which applies to many financial services entities, responsible managers may also be subject to accountability obligations, including the requirement to be registered on ASIC's register of accountable persons and to face potential penalties for breaches of their obligations. The responsible manager role carries significant personal liability, and individuals should ensure they have appropriate support and resources to fulfil their obligations.

Notifying ASIC of Changes

Licensees must notify ASIC of any changes to their responsible managers within specified timeframes. When a new responsible manager is appointed, the licensee must lodge a Form FS01 (or subsequent approved form) with ASIC within 10 business days. When a responsible manager ceases to hold the position, notification must be provided within 5 business days.

Failure to notify ASIC of responsible manager changes can result in enforcement action, including licence conditions or suspension. Licensees should maintain a current register of responsible managers and ensure that at least one responsible manager is always available to fulfil the role.

Frequently Asked Questions

How many responsible managers does an AFSL need?
At least one. However, larger licensees typically have multiple responsible managers to cover different advice areas and business functions. Each advice area covered by the AFSL should have a responsible manager with appropriate expertise.

Can a responsible manager be an external consultant?
No. ASIC expects responsible managers to be employees or directors of the licensee who are actively involved in the business. External consultants cannot fulfil the responsible manager role because they lack the ongoing involvement and accountability required.

What qualifications does a responsible manager need?
The responsible manager must have qualifications and experience appropriate to the financial services provided. This typically includes a relevant degree, professional certifications, and practical experience in financial services. The specific requirements depend on the scope of the AFSL.

What happens if a licensee has no responsible manager?
The licensee must notify ASIC immediately and have a plan to appoint a replacement within a reasonable timeframe. Operating without a responsible manager may breach the AFSL conditions and can result in licence suspension or cancellation.

Regulatory Context

Consumers evaluating advice documents benefit from knowing the recent timeline. Since FOFA took effect in 2013, advisers have owed a best interests duty and been barred from conflicted remuneration. The DBFO reforms, phased through 2024-25, removed the Fee Disclosure Statement and simplified ongoing fee consents while clarifying how advice fees can be deducted from super. Further change is queued: the Quality of Advice Review’s proposals for simpler SOAs and a new adviser class were progressing through draft Tranche 2 legislation as of March 2025.