Reference for Australian founders raising and managing capital. Written from the Act and the regulations, with the section numbers shown.
Most of what is written about Australian capital raising is either a US article with the spelling changed or a summary that predates the last round of amendments. These guides cite the provision, give the figure, and say when it was checked.
General information, not advice. CatenaHQ is software. These guides are not legal, financial, tax or investment advice, and none of them takes account of your circumstances. Get your own advice before you act on any of it.
The four exceptions a private raise actually uses — small scale, sophisticated investor, professional investor, and through a licensee. The $2.5 million and $250,000 tests, the accountant's certificate and its six-month life, and why the s708 test is not the Chapter 7 wholesale client test.
The two regimes an ESOP must satisfy and the confusion between them. Division 1A of Part 7.12 on the offer side, Division 83A and the start-up concession on the tax side, and the 1 July 2022 change that stopped leaving the company being a taxing point.
Who qualifies for CSF, the $5 million ceiling and the $10,000 retail investor cap that shapes the whole campaign, the licensed intermediary you cannot do without, and the four obligations a proprietary company takes on permanently.
What sections 168 and 169 say must be in it, where it has to be kept, the 28-day notification to ASIC, and the part most founders do not know: under s173 any person can request a copy in searchable spreadsheet format and you have seven days to provide it.
20% back for early stage investors and a ten-year CGT exemption. The four early stage tests, the $50,000 retail limit that wipes the benefit out entirely, the 50-shareholder exclusion that collides with crowdfunding, and why a convertible note is tested at the conversion date.
Four places the US playbook does not transfer: both are offers of securities needing a s708 exception, Division 974 decides debt or equity on substance rather than the label, the ESIC offset is tested at conversion, and an unconverted instrument is still dilution.
Usually the largest non-dilutive funding an Australian startup can get: your company tax rate plus 18.5%, refundable as cash under $20 million turnover. The intensity tiers above that, the $20,000 minimum, the 10-month registration deadline that cannot be extended, and what the 2028 changes do to supporting activities.
More to come. If there is something you keep having to look up, tell us and it will probably become the next one.