When can you raise funds 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)).

What's new

ASIC updates guidance as crowd-sourced funding regime extends to proprietary companies

ASIC has released updated regulatory guides to coincide with the extension of the crowd-sourced funding (CSF) framework to eligible proprietary companies. This starts on 19 October 2018.

Disclosure documents can now be lodged electronically

On 29 June 2018, ASIC approved an instrument to facilitate the electronic lodgement of documents that have historically been provided to the Corporations team in hard copy.

ASIC takes action on misleading or deceptive conduct in ICOs

ASIC is focused on misleading or deceptive conduct in the marketing and selling of digital or virtual tokens via initial coin offerings (ICOs).

More releases on fundraising

Last updated: 20/10/2014 12:00