Corporations Regulations 2001

CHAPTER 6D - FUNDRAISING  

PART 6D.3A - CROWD-SOURCED FUNDING  

REGULATION 6D.3A.04   CONTENTS OF CSF OFFER DOCUMENT - SECTION 2: INFORMATION ABOUT THE OFFERING COMPANY  

6D.3A.04(1)    
The following information must be contained in section 2 of the offer document:

(a) the name, ACN and type of the offering company;

(b) the address of the registered office of the offering company;

(c) the address of the principal place of business of the offering company;

(d) the names of each of the following persons, as well as his or her skills and experience relevant to the management of the offering company:

(i) each director of the offering company, and any person proposed by the offering company to be a director of the offering company;

(ii) each senior manager of the offering company, and any person proposed by the offering company to be a senior manager of the offering company;

(e) a description of the offering company ' s business and its organisational structure;

(f) a description, or a summary, of the capital structure of the offering company (relating to both equity and debt in the offering company), including the classes (if any) of securities in the offering company, and the rights associated with the securities in the offering company;

(g) a description of the main risks facing the offering company ' s business;

(h) a description, or a summary, of the key provisions of the offering company ' s constitution that deal with any rights and liabilities that attach to the securities in the issuing company;

(i) if the offering company is a proprietary company, a description or summary of the following:

(i) the key provisions of any agreement or proposed agreement between shareholders that deal with any rights and liabilities that attach to, or may affect, the securities in the issuing company;

(ii) any right of the directors of the company to refuse to register a transfer of shares in the company.

Note: For paragraph (a), the offering company will be one of the types set out in subsection 112(1) of the Act.

6D.3A.04(1A)    

If a summary of the information in paragraph (1)(f) is contained in section 2 of the offer document, then:

(a) the information in full must be contained in another section of, or in an appendix to, the offer document; and

(b) section 2 of the offer document must include a cross reference to the location of that information.

6D.3A.04(2)    

Section 2 of the offer document must also contain a copy, or a summary, of:

(a) if the offering company was registered before the financial year in which the CSF offer is to be made - the financial statements, that comply with the accounting standards, for the company for the most recently completed financial year; or

(b) if the offering company was registered during the financial year in which the CSF offer is to be made - the financial statements for the company for at least so much of that financial year as ends 1 month before the CSF offer is to be made.

6D.3A.04(2A)    

If a summary of the financial statements mentioned in subregulation (2) is contained in section 2 of the offer document, then:

(a) a copy of the statements must be contained in another section of, or in an appendix to, the offer document; and

(b) section 2 of the offer document must include a cross reference to the location of the statements.

6D.3A.04(3)    
Section 2 of the offer document must also contain the following information:

(a) if the offering company, or any person referred to in paragraph (1)(d), has been convicted of an offence against the Act - details of the offence, including a description of the circumstances giving rise to it;

(b) if a civil penalty under the Act has been imposed on the offering company, or any person referred to in paragraph (1)(d) - details of the penalty, including a description of the circumstances giving rise it;

(c) if a person referred to in paragraph (1)(d) is or has been disqualified from managing corporations under Part 2D.6 of the Act - details of the disqualification, including a description of the circumstances giving rise to it;

(d) if a person referred to in paragraph (1)(d) is or has been subject to a banning order under section 920A of the Act - details of the order, including a description of the circumstances giving rise to it;

(e) if a person referred to in paragraph (1)(d) is or has been subject to a court order under paragraph 921A(2)(a) of the Act - details of the order, including a description of the circumstances giving rise to it;

(f) if a person referred to in paragraph (1)(d) is or has been a director, secretary or senior manager of a corporation when it became insolvent - details of the insolvency, including a description of the circumstances giving rise to it;

(g) if ASIC has accepted under subsection 93AA(1) of the ASIC Act an undertaking given by the offering company, or by any person referred to in paragraph (1)(d) in relation to the offering company - details of the undertaking, including a description of the circumstances giving rise to it;

(h) if, during the 10-year period before the CSF offer is to be made, the offering company has:

(i) been convicted of any offence other than one against the Act; or

(ii) had imposed on it any penalty under any law other than the Act;

details of the offence or penalty, including a description of the circumstances giving rise to it;

(i) if, during the 10-year period before the CSF offer is to be made, any person referred to in paragraph (1)(d) has, in any of the capacities referred to in that paragraph with any company:

(i) been convicted of any offence other than one against the Act; or

(ii) had imposed on him or her a penalty under any law other than the Act;

details of the offence or penalty, including a description of the circumstances giving rise to it.