Disclosure documents to be provided to potential investors when raising funds

Important notice: You must lodge your disclosure document with ASIC before it can be used to raise funds. Disclosure documents are now lodged with ASIC through the ASIC Regulatory Portal. For more information, see how you lodge fundraising and corporate finance documents.

This page contains:

Disclosure documents for potential investors
Raising funds from potential investors without a disclosure document

Disclosure documents for potential investors

As a general rule, if you are a public company offering securities for sale (for example, shares or debentures) then you must provide a disclosure document to potential investors.

A disclosure document is the broad term used to describe all regulated fundraising documents for the issue of securities.

There are four types of disclosure document:

a prospectus
an offer information statement
a profile statement, and
a two-part simple corporate bonds prospectus.

All companies entitled to fundraise can use a prospectus. You may also be able to use an offer information statement or a profile statement depending on the type of fundraising you intend to do and whether you satisfy the restrictions imposed on using those documents. You must use a two-part simple corporate bonds prospectus for offers of simple corporate bonds. The type of information you'll be required to provide in each of these disclosure documents is different in certain respects.

Prospectuses

A prospectus is the most common type of disclosure document and has the broadest information requirements. If your prospectus offers securities listed on a prescribed financial market, it may not need to contain as much information as otherwise needed because much of the information will already been released to the market as part of your continuous disclosure obligations. For more information see Regulatory Guide 254 Offering securities under a disclosure document (RG 254).

Offer information statements

An offer information statement has lower disclosure requirements but can only be used for fundraising up to $10 million in aggregate - that is, including any earlier fundraising under an offer information statement. If you want to use an offer information statement you must be able to include with it a copy of an audited financial report with a balance date within the last six months. For more information, see RG 254.

Profile statements

A profile statement is a document setting out limited key information about the company and the offer. Companies can only use profile statements where ASIC has approved their use. There are currently no approved uses for profile statements.

Two-part simple corporate bonds prospectuses

Following amendments introduced by the Corporations Amendment (Simple Corporate Bonds and Other Measures) Act 2014, a specific disclosure regime applies to offers of 'simple corporate bonds', which must be offered under a two-part simple corporate bonds prospectus.

A two-part simple corporate bonds prospectus consists of:

a base prospectus with a life of three years, which must include general information about the issuer that is unlikely to change over the three-year life of the document (and that may be released in advance of an actual offer of simple corporate bonds); and
an offer-specific prospectus for each offer, which must include details of the offer and may update information contained in the base prospectus.

For more information, see RG 254.

Raising funds from potential investors without a disclosure document

In certain circumstances, you may not need to comply with the requirement to provide a disclosure document when fundraising. It is important that you get legal advice about whether this could apply to you. A general summary of these circumstances is provided here. For more information see Regulatory Guide 254 Offering securities under a disclosure document (RG 254).

In summary, a disclosure document is not required when:

an offer is a personal offer, and if:
- offers or invitations have been made to fewer than 20 persons in the previous 12 months, and
- the new offer will not result in more than $2 million being raised in that 12 months (see sections 708(1)–(7));
Note: You must not advertise the offer when you rely on this exemption
the offers are made to specified people who are presumed not to need disclosure because of their financial capacity, experience, association
with the issuer or wholesale status (see sections 708(8)–(12));
the offers are made to current holders of the securities (see sections 708(13)–(14A));
no money or other form of payment is payable for the securities (see sections 708(15)–(16));
other disclosure regimes under the Corporations Act apply (that is schemes of arrangement and takeovers) (see sections 708(17) and (18));
the offers are made to creditors under a deed of company arrangement, if certain conditions are met (see section 708(17A));
the offer of debentures is made by certain types of financial institutions (see section 708(19)).