ASIC today released two consultation papers proposing guidance for public companies and intermediaries (i.e. crowd funding platform operators) to assist them in using the new crowd-sourced funding (CSF) regime commencing on 29 September 2017.
Under the CSF regime, eligible public companies will be able to make offers of ordinary shares to a large number of investors, via an online platform of an Australian financial services licensed intermediary.
ASIC Commissioner John Price said, ‘CSF has the potential to be a new source of funding for small to medium-sized businesses, including start-up and early-stage companies.’
‘ASIC is keen to assist public companies and crowd funding platform operators to understand and comply with their obligations under the new regime, which can help sustain investor confidence and support for CSF.’
The proposals in Consultation Paper 288 Crowd-sourced funding: Guide for public companies (CP 288) aim to assist companies seeking to raise funds through CSF to navigate the new regime and to understand and comply with their obligations, particularly given many of these companies will not have experience in making public offers of their shares.
The proposals in Consultation Paper 289 Crowd-sourced funding: Guide for intermediaries (CP 289) aim to assist intermediaries seeking to provide a crowd-funding service, particularly given this is a new type of financial service and there are unique gatekeeper obligations for intermediaries operating platforms for CSF offers.
ASIC invites submissions on CP 288 and CP 289, which are due by 3 August 2017.
- CP 288 (including draft regulatory guide, draft template CSF offer document and ASIC instruments)
- CP 289 (including draft regulatory guide and ASIC instruments)
The Corporations Amendment (Crowd-sourced Funding) Act 2017 (the Act) provides a legislative framework for crowd-sourced funding. The CSF regime reduces the regulatory requirements for public fundraising while maintaining appropriate investor protection measures. Intermediaries providing CSF services (e.g. operating a crowd funding platform) must hold an Australian financial services (AFS) licence.
The Act received Royal Assent on 28 March 2017 and takes effect from 29 September 2017.
The main features of the CSF regime under the Act are:
- reduced disclosure in the form of an offer document which contains prescribed minimum information and is to be published on a licensed intermediary’s platform;
- the gatekeeper role of the intermediary, including obligations to perform checks on companies making offers, its directors, and the offer document;
- retail investor protections including an investment cap of $10,000 per company in any 12 month period and a cooling-off period to allow withdrawal from offers; and
- temporary concessions for newly registered or converted public companies, for up to five years, from certain reporting, audit and corporate governance obligations.
The CSF regime forms part of the Government’s FinTech Priorities, released in March 2016, which identify the potential of CSF to provide new and innovative businesses with access to capital to develop their products or services and contribute to productivity growth.
See ASIC webpage on crowd-sourced funding for further information, 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.
© Australian Securities & Investments Commission. Reproduced with permission.