Australian Securities and Investments Commission v Green County Pty Ltd (Penalty)

Australian Securities and Investments Commission v Green County Pty Ltd (Penalty) [2025] FCA 1571 is a Federal Court penalty decision about consumer credit regulation. It followed an earlier liability judgment and dealt with what orders should be made after the Court had already found contraventions of the National Consumer Credit Protection Act 2009 (Cth) and the National Credit Code.

The Court imposed substantial pecuniary penalties on Green County Pty Ltd and Max Funding Pty Ltd, made declarations of contravention, ordered Green County to pay Consumer 1 an amount designed to prevent profit from the contravening conduct, declined to make ASIC's proposed adverse publicity orders in the form sought, and left costs for further submissions if not agreed.

The penalty reasons do not retell the full commercial background because the Court said those reasons assume familiarity with the earlier liability judgment, Australian Securities and Investment Commission v Green County Pty Ltd [2025] FCA 367. That means the public account of the underlying business model is limited in this judgment. Still, the formal declarations and the opening part of the reasons make the broad story clear enough for practical reading.

ASIC sued Green County, Max Funding and a third respondent. The Court had already found that Green County entered into four credit contracts to which the National Credit Code applied, despite not holding a licence authorising it to engage in that credit activity. Two of those contracts were with Bernard Brady, identified as Consumer 1, dated 27 May 2020 and 17 December 2020. Two were with another individual, identified confidentially as Consumer 2, dated 17 December 2019 and 14 January 2020.

The Court also found that Max Funding provided credit services in relation to those same four contracts without holding a licence authorising it to engage in that credit activity. So the case was not only about the lender itself. It also concerned a separate company involved in providing credit services connected with the same transactions.

Green County's problems did not stop at licensing. The Court declared that each of the four contracts failed to contain the annual percentage rate and failed to contain the total amount of interest charges payable. The Court also declared that three of the contracts had annual cost rates exceeding 48%.

By the time the matter reached the penalty stage, the respondents were not fighting about everything. They did not resist declarations. They did not oppose an order requiring Green County to pay Consumer 1 under section 180(1)(c). They also did not contend that no pecuniary penalties should be imposed. The real contest was narrower: how much the penalties should be, whether adverse publicity orders should be made, and what should happen on costs.

That procedural posture matters. It shows how a case can move from liability to a separate and commercially significant penalty phase. Even after liability is established, the Court still has to decide what level of penalty is appropriate, whether extra remedial orders should be made, and whether the business should be prevented from retaining gains made from the contravening conduct.

The main legal issue in this judgment was penalty and relief, not primary liability. The Court had to decide the appropriate pecuniary penalties after earlier findings that Green County and Max Funding had contravened section 29(1) of the NCCP Act, and that Green County had also contravened sections 17(4), 17(6) and 32A of the National Credit Code.

The Court also had to decide what declarations should be made, whether Green County should be ordered to pay Consumer 1 under section 180(1)(c), whether adverse publicity orders should be made under section 182(1), and how costs should be dealt with.

The reasons set out the Court's approach to civil penalties in familiar terms. The Court said the central, if not only, purpose of a civil penalty is protective, in promoting the public interest in compliance. It also repeated the High Court's statement that a civil penalty must be fixed so that it is not regarded by the offender or others as an acceptable cost of doing business.

That framing is important for business owners. The Court was not simply pricing past misconduct. It was deciding what penalty was appropriate to deter future contraventions and protect the public interest.

The Court specifically described the licensing requirement in section 29(1) as a central prohibition. The reason given was practical: contravening that provision is likely to lead to non-compliance with a range of obligations imposed under the NCCP Act and the Code. In other words, if a business is operating outside the licensing regime, that can be a gateway to broader compliance failures.

The Court also explained why the contract content provisions matter. Sections 17(4) and 17(6) require important information to appear in the contract document, including the annual percentage rate and, where applicable, the total amount of interest charges payable. Section 32A prohibits entering into a credit contract if the annual cost rate exceeds 48%.

The Court made declarations covering four contraventions by Green County of section 29(1) of the NCCP Act, four contraventions by Max Funding of section 29(1), four contraventions by Green County of section 17(4) of the Code, four contraventions by Green County of section 17(6), and three contraventions by Green County of section 32A.

For Green County, the Court ordered total pecuniary penalties of $405,000. The orders break that total down contract by contract and provision by provision. The largest single penalty imposed on Green County was $100,000 for the section 29(1) contravention in respect of Consumer 1's third credit contract. The Court also imposed separate penalties for the disclosure contraventions and the annual cost rate contraventions.

For Max Funding, the formal orders required payment of total pecuniary penalties of $110,000, made up of $25,000, $50,000, $10,000 and $25,000 across the four section 29(1) contraventions. The reasons also state that Max Funding should pay pecuniary penalties totalling $110,000. However, the catchwords at the start of the judgment refer to $105,000 for the second respondent. Because the formal orders and the reasons align at $110,000, that is the figure used here.

The Court also ordered Green County to pay Consumer 1 $4,155.45 under section 180(1)(c), being the total amount paid by Consumer 1 under two contracts minus the amount of the loan principal advanced. The judgment explains that this power is directed at preventing a wrongdoer from profiting from a consumer by engaging in contravening conduct.

ASIC also sought adverse publicity orders. The Court did not make the proposed orders in the form sought. Instead, it gave ASIC a short opportunity to file supplementary submissions if it wished to press a different form of order. Costs were not finally determined in the judgment. The Court ordered that, if the parties could not agree, they were to file short written submissions and the question of costs would be determined on the papers.

One further point is worth noting. Although the liability judgment had found a section 32A contravention in relation to Consumer 2's first contract, ASIC later recalculated the annual cost rate and no longer pressed relief for that finding because the recalculated rate did not exceed the 48% maximum. The penalty orders therefore proceeded on three section 32A contraventions, not four.

This case should be read first as a licensing case. The Court described section 29(1) as a central prohibition, and that tells you how seriously the regime treats unlicensed credit activity. If your business is entering into regulated consumer credit contracts, or providing credit services in relation to them, you need to know whether you hold the necessary licence authorisation before the activity occurs. This is not something to check after launch.

It should also be read as a documents-and-conduct case. Green County was not only penalised for acting without the required licence authorisation. It was also penalised because the contracts themselves omitted key information. That means a business can face separate contraventions arising from the same transaction if the paperwork is incomplete or non-compliant.

The annual cost rate issue adds another practical lesson. ASIC recalculated one contract after the liability judgment and no longer pressed relief for that alleged section 32A contravention because the rate did not exceed 48% after all. That shows two things. First, annual cost rate analysis can be technical and should be done carefully. Second, businesses should keep clear calculation records for rates, fees and repayment assumptions rather than relying on rough estimates.

The section 180(1)(c) order is also commercially important. Penalties are not the only financial consequence. The Court can make an order aimed at preventing profit from contravening conduct. So even where a business has already received payments from a customer, those gains may not be secure if the underlying conduct breached the credit laws.

One of the most useful features of this judgment for business readers is that it shows how compliance failures can stack up. The same set of lending transactions produced findings about licensing, contract content and pricing limits. That is a reminder that compliance in this area is not solved by one good document or one internal assumption about how the business operates.

If a business model has evolved over time, this risk becomes sharper. A company may begin by informally helping customers obtain finance, then move into introducing, arranging or funding transactions in a way that amounts to regulated credit activity. Once that happens, the legal analysis may shift quickly, and old templates or informal processes may no longer be safe.

The Court's treatment of sections 17(4) and 17(6) is a practical warning against incomplete contract drafting. The contract document itself must contain the required information. Businesses should not assume that pricing details can be left to side communications, verbal explanations or later schedules if the law requires the information to appear in the contract document.

Likewise, the section 32A findings show that pricing structure matters, not just headline interest. Fees, timing and repayment assumptions can affect the annual cost rate. If your product is close to a statutory cap, it needs careful review before it is offered, not after a dispute starts.

The liability findings referred to in this judgment were made on 15 April 2025. The penalty judgment was delivered on 11 December 2025 after a hearing on 4 December 2025. The Court ordered payment of the pecuniary penalties and the section 180(1)(c) amount within 28 days of the date of the order.

The Court did not finally determine adverse publicity orders or costs in this judgment. Instead, it set a short timetable for supplementary submissions if ASIC wished to seek revised adverse publicity orders, and a separate timetable for costs submissions if the parties could not agree. Those issues were to be determined on the papers if submissions were filed.

This page is based on the Federal Court penalty judgment in Australian Securities and Investments Commission v Green County Pty Ltd (Penalty) [2025] FCA 1571. The judgment itself says the reasons assume familiarity with the earlier liability judgment, Australian Securities and Investment Commission v Green County Pty Ltd [2025] FCA 367.

Because the penalty reasons do not repeat the full factual narrative, this page focuses on what can be stated confidently from the declarations, orders and reasons in the penalty judgment itself. The public record clearly supports the penalty outcome, the nature of the contraventions, the section 180(1)(c) order, and the Court's approach to deterrence and public protection.