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

Industry funding

ASIC has released its Cost Recovery Implementation Statement (CRIS), which includes estimated costs for ASIC’s 2017-18 regulatory activities. 6 October 17-334MR

Initial coin offerings

We have released guidance to help issuers of initial coin offerings (ICOs) consider their legal obligations when offering coins or tokens. 17-325MR. 28 September

Crowd-sourced funding by public companies

We have released guidance for public companies and crowd-funding platform operators to support them in using the new crowd-sourced funding regime, which commences on 29 September. 17-321MR. 21 September

ASIC reports on how investors decide to invest in IPOs, 17-287MR, 31 August

More releases on fundraising

Last updated: 20/10/2014 12:00