Selling the token, exchange setup, DeFi legality (AU) · 06_bank_exchange/AU_TOKEN_LAW_PLAYBOOK.md

AU Token Law Playbook — selling QALS, running the exchange, building Qalx

File: 06_bank_exchange/AU_TOKEN_LAW_PLAYBOOK.md Research date: 8–9 September 2026 (all live-web checks dated; earlier verifications from BANK_EXCHANGE_PLAN.md, checked 6 Sep 2026) Status: NOT LEGAL ADVICE — research briefing for a lawyer engagement.

NOT LEGAL ADVICE. This is an automated research synthesis from public sources, prepared for qalarc to hand to Australian financial-services counsel. Australia's crypto/stored-value law is mid-reform and fact-dependent. Every material claim below is dated and linked; anything not confirmable against a live 2026 source is tagged [UNVERIFIED]. Assume every "[UNVERIFIED]" is a standing agenda item for the lawyer.

0. The 2026 regulatory map — what is actually in force (verified)

Net position: Australia in Sep 2026 regulates crypto via (a) AUSTRAC AML/CTF registration, (b) old Chapter 7 product tests, (c) consumer/tax law — and a purpose-built payments/SVF/DAP statute is drafted and moving but not passed. Design so that you are compliant today under (a)–(c) and can slide into the Tranche-1/DAP world when it lands.

1. SELLING THE TOKEN — the classification gauntlet

1.1 B-QALS (AU$1-backed prepaid service credit, mint-on-deposit, burn-on-use, redeem at AU$0.995, non-transferable)

Four legal doors it has to walk through, in order:

1. Banking Act 1959 (ADI) — "banking business" = taking deposits "other than as part-payment for identified goods or services". B-QALS sold strictly as prepayment for qalarc compute/subscriptions sits in the carve-out (base plan §2.1, APRA licensing page verified 6 Sep 2026). What breaks it: redeemability for cash on demand at par, third-party redemption network, marketing as "deposits/accounts".
2. Chapter 7 — "financial product"? The danger gate is the non-cash payment facility (s763B CA): a facility that (i) is a means of payment for goods/services other than cash, and (ii) money is received by the provider or another person on the provider's behalf. Exemptions run via the ASIC Corporations (Non-cash Payment Facilities) Instrument 2016/186 (closed-loop gift/prepaid instruments and low-value/specified classes excluded) — [UNVERIFIED: exact current class-order wording and any 2024–26 remakes; get the instrument text checked against B-QALS mechanics]. Internal non-transferability is the single strongest fact keeping B-QALS outside: if it can't be transferred or traded, it is not a payment facility in circulation, closer to a shopping-centre gift card. What breaks it: user-to-user transfer; listing on Qalx; transferable "gift a balance" features; treating it as a payment instrument rather than a prepayment.
3. PPF / SVF (APRA) — an instrument that is widely available, used as a means of payment and redeemable on demand can be captured as a Purchased Payment Facility (special-class ADI, base plan §2.2). Non-transferable + service-restricted + AU$0.995 redemption should stay outside — but the incoming Tranche 1 SVF regime explicitly gives APRA powers over "major SVF providers" (Treasury, 12 Mar 2026, link above). B-QALS at scale may be an SVF under the new law even if it is not a PPF under the old one. Design assumption: stay under any "major/low-balance" thresholds and re-map when the bill text is final.
4. Credit (NCCP/LCCC) — not credit at all if qalarc never advances value before payment. Avoid instalment-with-fee structures on B-QALS; if instalments are ever wanted, see the first-party carve-out (base plan §1.2).

The AU$0.995 redemption mechanic — breakage risk. Charging 0.5% on redemption is economically "breakage". Three risks: (i) it makes B-QALS look less like prepayment for identified goods and more like a discountable money-like instrument (pressure on door 2/3); (ii) breakage revenue marketed or modelled like this is an ACL s18 / CA s1041H misleading-conduct magnet if "AU$1 backed" is trumpeted while redemption costs 0.5% — say "redeemable for AU$0.995 of qalarc services or credit balance" in the same sentence as any "AU$1" claim; (iii) breakage inflow is taxable when derived (ask the tax question in §1.3). Safer design: redemption fee disclosed as a flat processing cost, capped, and uniform — counsel to confirm.

Gift-card law overlay: the Competition and Consumer (Retail Gift Cards) Rules 2019 (3-year minimum expiry, expiry-display rules) may apply if B-QALS is characterised as a retail gift card sold to consumers — [UNVERIFIED applicability; flag for counsel]. Consider matching those rules voluntarily (cheap insurance).

1.2 G-QALS (fixed-supply growth/utility token)

• Managed investment scheme (s9 CA) is the live trap. ASIC v Kingsford Trading Pty Ltd [2024] FCA 1365 (Downes J, 12 Dec 2024) declared that crypto "international standard vaults" — pooled crypto contributions managed by the provider with expectation of benefit mainly from others' efforts — were managed investment schemes requiring registration. If G-QALS holders' allocations "commingle" into qalarc-run yield/rebate pools, expect MIS characterisation. Appeal status [UNVERIFIED — ask counsel; the first-instance holding is the benchmark until overturned]. Design G-QALS rights as usage rights + fixed non-pooled benefits (fee discounts, priority compute slots) — not pro-rata shares of a managed pool.
• INFO 225: ASIC's Crypto-assets: are they financial products? (INFO 225, latest major update May 2024 — [UNVERIFIED: whether a 2025–26 successor exists]) applies the usual tests: MIS, managed investment-like "pooling", derivatives if the token's value/returns track an underlying, securities if equity-like. A pure utility/discount token with no pooling, no yield promise, no derivative linkage is the safe shape. G-QALS must not promise: staking yield from qalarc revenue, buy-back funds, profit share, or "backed" language.
• Fundraising (Part 6D / s708): any G-QALS offer that could be characterised as offering an interest (equity/MIS units) needs a disclosure document unless an exemption applies. The retail workhorse is s708(1): max 20 persons / 12 months (the "20/12 rule") — count carefully, no re-offers within 12 months. Crowdsourced funding (CSF) is shares-only, capped (retail investors capped per issuer per 12 months), and runs through a licensed CSF intermediary — not obviously available for tokens [UNVERIFIED: CSF-for-token structures remain exotic; treat as unavailable for G-QALS]. Wholesale-only offers (s708(11) certificates) avoid Part 6D but not the anti-hawking (s998F, if it's a financial product) or misleading-conduct rules.
• Consumer law: ACL s18 + CA s1041H apply regardless of classification. Don't call it "growth" in a way that implies capital growth; that word choice is a documented enforcement theme in crypto actions (e.g., ASIC v Web3 Quantum Pty Ltd [2024] FCA 1305 — unlicensed financial-services-business and misleading-conduct findings around a DEX token launch [UNVERIFIED: citation to be checked by counsel]).
• Privacy Act: if G-QALS is distributed via a whitelisted airdrop/token sale, KYC-lite data still triggers APPs; if any financial product characterisation eventuates, Part 7.8A design & distribution obligations (target market determinations) engage — see §3.4.
• Verdict: sell G-QALS (i) privately (20/12 or wholesale), (ii) for utility rights only, (iii) never yield. The moment G-QALS trades publicly on Qalx with price discovery, it starts looking like a tradeable financial instrument → market/licensing analysis in §2.

1.3 Taxation (all classes)

ATO's general framework (hub: https://www.ato.gov.au/individuals-and-families/investments-and-assets — crypto assets section, retrieved 8 Sep 2026; detailed ATO pages not individually re-fetched [UNVERIFIED URLs]):

• Holders: crypto is a CGT asset; disposal = CGT event (spend, swap, redeem). Personal-use acquisitions ≤AUD10k exempt from CGT — narrow; don't design around it.
• qalarc as issuer: B-QALS received for cash and redeemed for services is likely trading-stock-like inventory / prepayment income; breakage is derived income when earned. G-QALS spent on marketing/incentives: deductibility depends on purpose — document. [UNVERIFIED: ATO has no issuer-specific guidance on reserve-backed service credits; needs a private ruling for B-QALS economics.]
• GST: sale of B-QALS for AUD followed by its redemption for compute is a single mixed picture — money-like digital currency conversion leg (GST-free post-2017 reforms, for freely-convertible crypto) vs prepayment-for-services leg (GST on the eventual supply). With a non-transferable service credit, the safer GST reading is deferred supply: GST at redemption, not at deposit — [UNVERIFIED; this is a private-ruling question and worth real money either way].
• Paying contractors/staff in QALS: payment in kind = ordinary income at market value on receipt (barter-transaction principle); PAYG-withholding and superannuation obligations sit with qalarc in AUD terms. Super must be paid in money — never in QALS. Payroll-in-QALS is legal but creates a rolling FMV/CGT record-keeping burden for every payment.

2. SETTING UP THE EXCHANGE — two paths

2.1 Path A — AUSTRAC VASP registration (the base layer, always required first)

Verified live (AUSTRAC hub + registration-questions page, May 2026; retrieved 8 Sep 2026 — see §0 table):

• Who must register: anyone who exchanges digital currency ↔ money or crypto↔crypto as a service for customers, with an Australian geographical link. Enrol (reporting entity) → register (VASP) via AUSTRAC Online.
• What the application demands: controlled wallet addresses; asset classes (explicitly incl. stablecoins, tokenised assets, governance tokens); deposit/withdrawal channels; transaction volumes; senior-manager-approved ML/TF risk assessment; full AML/CTF program (CDD/EDD, PEP screening, source-of-funds, monitoring thresholds, training, independent review cadence); fit-and-proper disclosures on key personnel.
• Ongoing: SMRs (suspicion; fast deadlines), TTRs (cash ≥A$10,000; EFT scope per the 2024 amendments — [UNVERIFIED: confirm current TTR scope]), IFTIs for international value transfers; ongoing CDD; annual compliance review; industry levy (scales with revenue; small-entity amounts [UNVERIFIED]).
• Travel rule (FATF): originator/beneficiary information accompanying VASP-to-VASP transfers was contemplated in the 2024–26 reform package — [UNVERIFIED: whether the travel-rule AML/CTF Rule is in force and its effective date; treat as imminent when enabling on-chain transfers].
• What registration does NOT permit: it is an AML/CTF clearance, not a financial-services licence. It does not authorise trading financial products, running a market, holding client money as a licensee, or paying out interest. It also does not authorise banking-style deposit-taking.
• Cost/time (industry estimates): prep A$20k–80k + 3–6 months [UNVERIFIED: anecdote].

2.2 Path B — operating a "financial market" (Corporations Act Part 7.2)

• The line: a "financial market" (s767A CA) is a facility through which offers to buy/sell financial products are regularly made and accepted; operating one requires a market operator licence (s766C + s911B(1A)) plus market-integrity rules (Part 7.3). Matching/multilateral execution of financial products = market. Trading non-financial-product tokens between users on your own book is not a "financial market" but may still be dealing in financial products if the token is a financial product, and is always an AUSTRAC designated service.
• Mapping Qalx features:
• AMM pools over B-QALS/qAUD/G-QALS: if the tokens are non-financial products (per §1), this is not a financial market — it's a bilateral exchange activity under AUSTRAC. If any listed token becomes a financial product (MIS units, derivatives), the venue instantly becomes an unlicensed market/dealer.
• CLOB with order matching by users against users: the most "market-like" shape. Keep CLOB pairs to non-financial products and documented commodity/utility assets, or get a market licence.
• RFQ/parity desk run by qalarc as principal (quotes its own book): own-account dealing — no market licence needed; AUSTRAC yes; conduct rules (best-execution honesty, no front-running customers, disclosed conflicts) still apply via general law + s1041H.
• Cost/time for a real market licence: AFSL + market licence with financial-resource requirements, compliance plans, market-integrity rule frameworks — realistically A$300k–1m+ and 12–24 months [UNVERIFIED: no AU crypto venue has done it; this is the standard Licensed-market cost shape from securities-market licencees]. Don't budget this in Phase 2; avoid needing it by keeping listed instruments out of "financial product" territory.

2.3 Custody and client money

• No standalone crypto-custody statute in force as of Sep 2026 — the custody/safeguarding rules were part of the DAP and Tranche-1 packages (both still drafts per §0). [UNVERIFIED: any APRA/ASIC interim custody expectations.]
• If/when a token is a financial product and you hold it for clients: Corporations Act Part 7.8 client-money rules (ss981A–981D) + RG 133-style separation apply — segregated trust accounts, no commingling, daily reckoning. Design the ledger so that reserve accounts and customer balances are structurally separable now; retrofitting trust separation later is brutal.
• qalarc's own reserve (B-QALS backing): even where client-money law doesn't technically apply, hold 100% backing in a segregated account with a bankruptcy-remote trustee, monthly auditor attestation, hash-anchored proof-of-solvency (base plan §3.2/§4.1). This is what makes the marketing claim defensible (§4) and what any future SVF/DAP regime will require anyway.

3. DEFI EXCHANGES (Qalx) specifically

3.1 Internal-only vs public venue — the compliance delta

Rule of thumb: every "public" switch (external wallets, third-party deposits, on-chain transfers, listed third-party tokens) turns on one more licence. Ship internal-only, then flip switches one at a time with counsel sign-off per switch.

3.2 AMM pools & liquidity provision

• A user (or qalarc) providing liquidity to a pool that earns fees from others' trades looks like pooled investment with management by the protocol/operator → the Kingsford MIS test ([2024] FCA 1365) reads directly onto it. If the pool is only ever seeded by qalarc's own inventory (protocol-owned liquidity, no external LP deposits), there is no "contribution by members" and no MIS.
• Design decision: Phase 1–2 Qalx AMM = single-LP (qalarc-owned) pools, external LP deposits disabled. If external LPs are wanted later: either (a) licensed MIS with responsible entity (costly, slow), or (b) wait for the DAP/DeFi consult outcome — Treasury's DeFi engagement acknowledged operator-vs-protocol questions are unresolved — [UNVERIFIED: no DeFi-specific carve-out enacted as of Sep 2026].
• Operator duty: ASIC v Web3 Quantum ([2024] FCA 1305 [UNVERIFIED cite]) shows ASIC will treat the entity that promotes and operates a DEX as carrying on a financial services business where regulated activity exists. "The smart contract does it" is not a defence.

3.3 Receivables vault / lending

• Consumer vs business is the pivot (NCCP Act): lending to consumers for personal purposes = credit contract → ACL, responsible lending, fee caps (LCCC regime since 10 Jun 2025), hardship, AFCA. Lending to businesses (receivables financing, invoice factoring) is outside NCCP — no credit licence — but PPSA registration (Personal Property Securities Register) over collateral is mandatory or you lose the collateral on counterparty insolvency.
• Collateralised B-QALS/G-QALS-denominated lending adds two problems: the collateral is an asset qalarc controls the ledger of (conflict; look-through risk if qalarc's solvency fails), and a "margin loan" shape on a token ASIC considers a financial product becomes a derivative-like financial product. Phase-gate: business-only, AUD-denominated credit limits, B-QALS accepted as collateral by way of contractual lien on the internal ledger, never marketed to consumers.
• Receivables vault (factoring qalarc's or clients' invoices): no NCCP if business-to-business; still needs AFSL analysis if interests in the vault are offered to external investors (that's an MIS again).

3.4 Venue-operator duties that bite today

• DDO (Part 7.8A / RG 234): applies only to financial products. It will bite G-QALS/B-QALS the moment any component is recharacterised (MIS, NCPF, derivative). Maintain a classification memo per token per feature, updated when features change — this is also your evidence of reasonable grounds for any "not a financial product" positioning.
• Dispute resolution: no AFCA trigger until you are (i) an AFS licensee or (ii) a credit provider (LCCC/BNPL since 10 Jun 2025). Either way, build an internal complaints process now (ACL consumer guarantee disputes don't need AFCA to become ACCC/OSFA complaints).
• ePayments Code: today it is a voluntary subscribed code (still in force; the mandatory revised code is a Tranche-1 rule-making power, not law — Treasury, 12 Mar 2026). Decide deliberately whether to subscribe for qalarc-managed payment features; subscribing imports scam/error reimbursement duties. Reassess when Tranche 1 lands.

3.5 qAUD stablecoin — 2026 state of play

• No dedicated AU stablecoin statute in force (§0). Moneysmart (26 Aug 2026) lists current AUD stablecoins AUDM, AUDF, AUDD — all issued by licensed/regulated financial groups, not startups. Novatti's AUDC is absent from the current list [UNVERIFIED: current status].
• RBA/Acacia direction (verified 6 Sep 2026): wholesale tokenised money is moving toward bank-issued deposit tokens; DFMI sandbox exists; retail CBDC rejected. The bank-partner model (qAUD as a wrapper on a partner ADI's tokenised deposit) is the officially blessed end-state; a startup-issued fully-reserved qAUD sits in the exact gap the pending payments/DAP bills are drafting to close.
• Practical sequencing for qalarc: Phase 1–2 keep "qAUD" as an internal non-transferable ledger unit (base plan §3.2 pragmatic shape) — it is then B-QALS by another name and inherits §1.1's analysis. Do not issue a publicly transferable qAUD until (i) the Tranche-1/DAP law is final and mapped, or (ii) a partner ADI issues the token and qalarc is only the wallet/UX layer.

4. APP-LAW GENERAL (consumer-facing apps paying in QALS)

• Consumer guarantees travel through any payment medium. ACL guarantees (acceptable quality, fitness for purpose, repairs) apply to services bought with B-QALS exactly as with AUD. Refund-in-QALS = refund of the price paid; do not apply the 0.5% redemption fee to statutory refunds (that converts a consumer right into a charge — misleading-conduct + unfair-terms exposure).
• Unfair contract terms: the UCT regime (penalties since Nov 2023) covers standard-form T&Cs of small business as well as consumers. Audit: unilateral balance-forfeiture, "no refunds of B-QALS", unilateral mint/revoke powers — rewrite as reasoned, notified processes.
• Privacy: APPs + Notifiable Data Breaches scheme; the Privacy Act Tranche-2 reforms (passed late 2024) add a statutory tort for serious privacy invasions (commenced ~Jun 2025 [UNVERIFIED date]) and automated-decision transparency duties (deferred ~2 years). KYC data from AUSTRAC onboarding is sensitive-tier: retention limits, vendor DPAs (FrankieOne/Sumsub per base plan §4.1).
• Marketing the "AU$1 backing" safely: allowed shape — "Each B-QALS is issued only on receipt of AU$1, held in a segregated account, audited monthly, and redeemable for AU$0.995 of qalarc services or balance credit." Forbidden: "always worth $1" (redemption fee contradicts), "as safe as money in the bank" (not an ADI; restricted-words risk under Banking Act marketing rules), "guaranteed" (by whom?).
• App-store & accessibility: wallet/exchange apps face Apple/Google financial-app rules (licence display fields, restricted categories); WCAG 2.2 AA is the de-facto AU accessibility baseline (Disability Discrimination Act exposure) [UNVERIFIED: no AU statute mandates WCAG; DDA equivalent-opportunity logic applies].

5. DECISION TREES

5.1 "Can I sell B-QALS / G-QALS to X?"

                    ┌─────────────────────────────┐
                    │ Which token & to whom?      │
                    └──────┬──────────────┬───────┘
              B-QALS ▼                    ▼ G-QALS
   ┌────────────────────────┐   ┌─────────────────────────────┐
   │ 1. Transferable?       │   │ 1. Any pooling/yield/       │
   │  Y → STOP: becomes     │   │    profit-share to holders? │
   │  payment facility /    │   │  Y → STOP: MIS risk         │
   │  SVF analysis (§1.1),  │   │    (Kingsford [2024] FCA    │
   │  counsel required      │   │    1365). Restructure first.│
   │  N → continue          │   │  N → continue               │
   ├────────────────────────┤   ├─────────────────────────────┤
   │ 2. Redeemable for cash │   │ 2. Who is X?                │
   │    at par/on demand?   │   │  Wholesale (s708(11) cert)  │
   │  Y → STOP: PPF/SVF +   │   │   → OK w/ certificate +     │
   │  ADI-adjacent, counsel │   │     no misleading conduct   │
   │  N → AU$0.995 service  │   │  Retail ≤20/12m via s708(1) │
   │  redemption only → OK  │   │   → count carefully, no     │
   ├────────────────────────┤   │     general advertising     │
   │ 3. Instalments/credit? │   │  Public offer → STOP: Part  │
   │  Y → NCCP/LCCC (base   │   │  6D unless a non-financial- │
   │  plan §1.2) or first-  │   │  product opinion is in hand │
   │  party carve-out memo  │   ├─────────────────────────────┤
   │  N → OK                │   │ 3. Paid to workers in       │
   ├────────────────────────┤   │    QALS? PAYG/super in AUD  │
   │ 4. Marketing says      │   │    equivalent; super NEVER  │
   │    "AU$1 backed"?      │   │    in QALS (§1.3)           │
   │  Y → use §4 safe       │   └─────────────────────────────┘
   │     phrasing           │
   │  N → OK                │
   └────────────────────────┘

5.2 "Which licence does this feature need?"

 Feature on Qalx / apps
        │
        ├─ Users buy B-QALS with AUD, spend on qalarc services only
        │        → NO licence. ACL + gift-card hygiene + reserve trust. (Phase 1)
        │
        ├─ Internal ledger conversion B-QALS ↔ qAUD(ledger unit)
        │        → NO AUSTRAC (internal), NO Ch 7 if both non-financial.
        │
        ├─ User-to-user on-chain transfer of any token
        │        → AUSTRAC VASP registration BEFORE enabling + travel rule
        │          + custody program. (Phase 2 gate 1)
        │
        ├─ Fiat on/off ramp via PSP partner
        │        → VASP + partner ADI/PSP; watch Tranche-1 PSP licensing.
        │
        ├─ AMM pools open to EXTERNAL liquidity providers
        │        → STOP: MIS risk (Kingsford). Single-LP (qalarc) pools only
        │          until DAP/DeFi law lands or licensed MIS built.
        │
        ├─ CLOB with user-vs-user matching on a FINANCIAL PRODUCT
        │        → STOP: market operator licence (s766C/911B(1A)) — Phase 3+
        │
        ├─ Receivables vault lending to BUSINESSES (AUD-denominated)
        │        → No NCCP. PPSA registration. AFSL check if interests
        │          offered to external investors.
        │
        └─ Any credit to CONSUMERS
                 → ACL (credit) + LCCC fee caps + AFCA. Phase 3 gate.

6. COMPLIANCE CHECKLIST + COST/TIMELINE PER PHASE

Standing checklist (all phases): quarterly re-read of Treasury payments-licensing page (it is the live status board, last updated 12 Mar 2026); token classification memo refresh on every feature change; marketing-claims review vs s1041H/ACL s18; ledger separability of reserves vs customer balances; private rulings (GST on B-QALS, breakage) filed before scale.

7. TOP-10 QUESTIONS FOR THE FINTECH LAWYER (specific, not generic)

1. Is B-QALS with non-transferability + AU$0.995 redemption outside "non-cash payment facility" (s763B) under the NCPF Instrument 2016/186 as currently remade — and does the 0.5% redemption fee change that? (Give us the instrument clause mapping in writing.)
2. If the Tranche-1 SVF regime passes in current draft shape, is B-QALS an SVF at our projected balances — and which "major provider" threshold matters?
3. Confirm Kingsford ([2024] FCA 1365) appeal status, and whether our planned G-QALS rebate/discount mechanics are distinguishable from the pooled-vault facts.
4. Draft the s708(1) 20/12 private-sale process for G-QALS (offer protocol, counting rules, advertising blackout) and a wholesale s708(11) certificate template.
5. GST: will the ATO treat B-QALS sales as money-like conversion (GST-free) or deferred supply at redemption? Scope and cost of a private ruling on B-QALS mint/burn + breakage.
6. AUSTRAC: map each Qalx feature against the new virtual asset designated services; confirm TTR scope post-2024 amendments and the travel-rule effective date for VASP-to-VASP transfers.
7. Is a single-LP AMM with a qalarx parity desk quoting its own book a "financial market" (s766C/767A) or merely own-account dealing — and what feature list would trigger the market-operator licence?
8. Reserve + custody structure: trust deed for the B-QALS reserve; interaction with s981A–D client-money rules if any token later becomes a financial product; insolvency-remoteness opinion for the trustee model.
9. Marketing opinion: exact permissible language for "AU$1-backed" given the redemption fee, and review of "Qalx"/"exchange" branding against restricted-words and s1041H risk.
10. What is the minimum viable compliance path for internal-only DeFi (employees/agents) such that enabling on-chain transfers later is a one-gate switch (VASP) rather than a re-permissioning exercise — and does any of it change when the DAP bill (still "progressing" per the 3 Sep 2026 Innovation Strategy) is introduced?

Sources (retrieved 8 Sep 2026 unless noted)

• Treasury — Payments licensing reforms (Tranche 1a consultation 9 Oct–6 Nov 2025; Tranche 1 draft legislation consultation c2026-746108; APRA SVF powers; mandatory revised ePayments Code rule power; page last updated 12 Mar 2026): https://treasury.gov.au/policy-topics/banking-and-finance/payments-licensing-reforms
• FinTech Australia — FinTech Australia welcomes national Financial Innovation Strategy (4 Sep 2026; strategy launched 3 Sep 2026; DAP + payments licensing reforms "progressing"; Q4 2026 Strategic Plan consultation): https://fintechaustralia.org.au/fintech-australia-news/fintech-australia-welcomes-national-financial-innovation-strategy (Treasury publication p2026-781304 referenced therein)
• AUSTRAC — Virtual asset service providers hub (live 2026): https://www.austrac.gov.au/industry-and-business/your-industry/virtual-asset-service-providers ; Virtual asset designated services: https://www.austrac.gov.au/new-austrac/designated-services-newly-regulated-entities/virtual-asset-designated-services ; registration-questions spec verified 13 May 2026 (base plan)
• Moneysmart (ASIC) — Crypto assets (updated 26 Aug 2026; "many providers unlicensed"; AUD stablecoins AUDM/AUDF/AUDD; FY26 scam-takedown stats, ASIC MR 26-195MR): https://moneysmart.gov.au/complex-investment-products/crypto-assets
• ATO — Investments and assets hub (crypto-assets references; detailed crypto pages not individually re-fetched): https://www.ato.gov.au/individuals-and-families/investments-and-assets
• ASIC v Kingsford Trading Pty Ltd [2024] FCA 1365 (ISVs = MIS; appeal status unverified); ASIC v Web3 Quantum Pty Ltd [2024] FCA 1305 (unverified citation)
• Base plan verifications (6 Sep 2026): RBA tokenised-money hub + Project Acacia final report + retail-CBDC position paper (Sep 2026); APRA ADI licensing (Banking Act Part 5 carve-out); Hall & Wilcox BNPL/LCCC analysis (Feb 2025); Moneysmart BNPL (14 Jul 2026); AUSTRAC registration-questions page (13 May 2026)

Deliberately [UNVERIFIED] at research time: passage/text of Tranche 1 PSP/SVF bill; existence of any DAP statute; INFO 225 successor; Kingsford appeal; Web3 Quantum citation; travel-rule effective date; AUSTRAC levy amounts; TTR EFT scope; NCPF instrument remake status; gift-card-rule applicability to B-QALS; statutory-tort commencement date; all cost/time estimates (industry anecdote).

NOT LEGAL ADVICE — research briefing for a lawyer engagement. Prepared 9 Sep 2026 by an automated agent for qalarc. Validate every item with Australian counsel before launch decisions.

ADDENDUM — policy decisions adopted (2026-09-09)

1. No cash-out (Phase 1–2). B-QALS redeem for services only; the AU$0.995 cash figure is retired from all Phase 1–2 material and survives only as the future licensed option. Effect: strengthens the prepaid/identified-services carve-out and the first-party-credit position; reduces SVF-capture surface (though the Treasury Tranche 1 bill remains the live watch item either way).
2. Interchangeable within services. The token is spendable across every qalarc service and transferable inside the ecosystem. Open item for the lawyer: broad P2P transferability can engage the non-cash payment facility tests even without cash-out — the recommended posture is transfers tied to consumption (paying another user for qalarc-service delivery) rather than unrestricted value-passing, until advised.
3. Redemption-fee terminology adopted everywhere ("redemption fee", never "withdrawal", never "cash-out fee") — a disclosed processing cost framing per the misleading-conduct guidance.

4. Denomination changed to million-multiples (1 QALS = 1,000,000 doofs, IOTA-style) — cosmetic/regulatory-neutral, but all marketing must use whole QALS (never base units) and must never imply foreign-exchange-like trading of units.

5. Doof NFP (2026-09-09). doof.ing as a not-for-profit receiving default-on "doof rounding" dust: structure as a separate entity (CLG or incorporated association) → ACNC → charity status → DGR later. Watch items: charity fundraising regulations apply to public appeals; the default-on/opt-out donation mechanic must be disclosed clearly (ACL misleading-conduct hygiene) and the tax treatment of dust-donations (whose donation is it — payer's or qalarc's?) needs advice; arm's-length between qalarc and the NFP documented from day one.

6. Doof NFP as a religion (2026-09-09 decision). The Doof not-for-profit will be structured as a religious charity — "the Church of the Doof". Legal reality check: - Viable in principle: "advancing religion" is a charitable purpose (Charities Act 2013 s12). The High Court test (Church of the New Faith v Commissioner of Pay-Roll Tax (Vic) (1983) 154 CLR 120) is deliberately open-textured: (i) belief in a supernatural Being/Principle or an idea/reality fundamental to human existence, + (ii) canons of conduct giving effect to that belief. New, small, and playful religions can qualify — no minimum age, size, or doctrinal orthodoxy required. - What it needs to be real: documented tenets, practices, and community (the Doof's own sacred texts — the whitepaper's honesty-creed practically writes itself: spotted, backed, nothing hidden; observances — the monthly proof-of-reserves reading; feast days — the ATL anniversary). ACNC will scrutinise substance; a structure that exists only for tax/fee routing will fail the "genuine" test and risks public-authority action. - Benefits if genuine: income-tax exemption as charity, GST charity concessions (limited), potential state-level land/payroll exemptions. - Hard truths: DGR status is mostly NOT available to religions per se (only specific funds — e.g., school-building funds); "advance religion" charities have faced increasing media/ACNC scrutiny; a token-linked religion will attract attention by design — treat that as a feature (community) or reconsider, but don't do it halfway. - Red lines: no routing qalarc commercial revenue through the church beyond genuine donations (doof rounding counts — it's the payers' dust); no private benefit to founders beyond reasonable NFP-board norms; document everything arm's-length from day one. - Lawyer question added: draft the Church's constituent documents + ACNC application strategy.

7. Sale program + third-party markets (2026-09-09 decision). (a) Sales through the client's payment platforms, hard-capped at 500M QALS (enforced in loopd — 402 past cap), 50% hold retained, 3.6B vaulted pending re-evaluation. (b) Client approves third-party exchange listing/secondary trading as a Phase-3 outcome — i.e., AFTER AUSTRAC VASP registration and the licensing analysis in §2-3. Critical sequencing note: anticipation of third-party trading can itself engage the financial-product tests (secondary-market expectations are a classic MIS/prospectus trigger) — marketing must not promote trading prospects pre-gate; the "prepaid platform credit" framing governs all Phase 1-2 material verbatim.