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));
- 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)).