Extension of the crowd-sourced equity funding (CSF) regime to proprietary companies
Following the release of draft legislation extending the CSF regime to proprietary companies, the Government has now introduced a Bill to Parliament. Key features of the Bill remain the same as the draft legislation, but the Bill has been amended in some respects following consultation.
For further information on the Bill, see:
- Two’s company: Proprietary Companies to Access Crowd-sourced Equity Funding Regime by Peter Reeves, Deborah Johns, Georgina Willcock and Jack Coles dated 11 May 2017 which examines the draft legislation; and
- G+T Fintech Update: September 2017 by Peter Reeves, Georgina Willcock and Jack Coles which looks at the changes in the Bill since the draft legislation.
Further guidance and relief for the public company CSF regime
In addition, ASIC has released the following guidance and relief for the CSF regime for public companies which commenced on 29 September 2017:
- Regulatory Guide 261 Crowd-sourced funding: Guide for public companies to assist companies seeking to raise funds through CSF to understand and comply with their obligations in the new regime, particularly as many of these companies will not have experience in making public offers of their shares;
- a template CSF offer document to help companies prepare their CSF offers;
- Regulatory Guide 262 Crowd-sourced funding: Guide for intermediaries to assist crowd funding platform operators (intermediaries) seeking to provide a crowd-funding service, particularly as this is a new type of financial service and there are unique gatekeeper obligations for operating platforms for CSF offers.
ASIC has also issued:
- Report 544 Response to submissions on CP 288 and CP 289 on crowd-sourced funding detailing ASIC's response to consultation on its guidance and relief in June 2017;
- updated Regulatory Guide 166 Licensing: Financial requirements, including new Appendix 9 which provides guidance on the financial resource requirements that will apply to a CSF intermediary;
- updated Regulatory Guide 148 Platforms that are managed investment schemes and nominee and custody services, providing guidance on the requirements for a platform operator or nominee and custody service operator acquiring shares under a CSF offer on behalf of an investor;
- ASIC Corporations (Financial Requirements for CSF Intermediaries) Instrument 2017/339 which outlines specific minimum requirements for CSF intermediaries;
- ASIC Corporations (Amendment) Instrument 2017/817 which updates ASIC Corporations (Consents to Statements) Instrument 2016/72 to reduce the compliance burden associated with obtaining consent for statements in CSF offer documents; and
- ASIC Corporations (Amendment) Instrument 2017/821 which amends ASIC class orders [CO 13/762], [CO 13/763] and ASIC Corporations (Nominee and Custody Services) Instrument 2016/1156.
See the ASIC website for further information on the CSF regime, including information on applications:
- by intermediaries for an AFS licence with an authorisation to provide CSF services; and
- to register new public companies or convert existing proprietary companies to public companies, to be eligible to raise funds using CSF and to access the corporate governance concessions.