Fundraising with Billfolda
Billfolda offers equity fundraising services via an AFS licenced service for Crowd Sourced Funding (CSF) available to the public and a private exempt fundraising service. Both are capped at 5 million dollars equity fundraising.
CSF is better known as equity crowdfunding, the online offer of securities for investment by the public. Because equity crowdfunding involves investment into the equity securities of a commercial enterprise, it is subject to Australian financial regulation. Equity fundraising using CSF offers substantial advantages when compared to a typical fundraising via an Initial public offer (IPO), though readers must note that ‘rewards/pre-purchase’ crowdfunding and CSF maintain few parallels for the offer company.
What are the eligibility requirements for CSF?
The Corporations Act 2001 (Cth) prescribes detailed obligations for a company making an offer via the CSF regime one of which is you must be:
- A Public company;
- Not be listed on any exchange (e.g. the ASX);
- Have turnover less than $25 million; and
- Have assets of less than $25 million.
A Public company can have more than 50 shareholders, has a registered office, an auditor, a company secretary and at least 3 directors, 2 of whom must ordinarily reside within Australia. Your lawyer or accountant can advise you in regards to being a public company.
What type of shares can be offered and to whom?
CSF offers are restricted to ordinary voting shares*.
Holders of ordinary shares are entitled to one vote per share, and do not have any predetermined dividend rate. An ordinary share represents equity ownership in a company proportionally with all other ordinary shareholders, according to the number of shares owned by that shareholder in the company.
Private company offers are confined to wholesale investors and some exempt investors, such as family, employees and associates, with investment by exempt investors restricted to 20 members in aggregate.
Billfolda CSF offers are available to the public allowing investment by any number of investors, only capped by the total fundraising limit per annum.
*Importantly, the company can have other types of shares, and other (exempt) offers, however it cannot make those offers via CSF.
If my company is an eligible CSF company, what else do I need for Billfolda make an offer to its members?
Upon completion of Billfolda's hosting agreement, Billfolda may provide you with:
- A checklist;
- A timeline
- Access to the Billfolda software;
- Confirm your eligibility to make a CSF offer;
- Help you present your CSF offer document;
- Help you undertake the book build; and
- Launch and host the CSF offer, and
- Handle investor funds
Billfolda does not provide a pitch or product development service and instead requests that an early or leading investor approach us with a view to progress the company's next funding round.
We do this, as the current CSF regime is not suitable for pre-seed funding rounds.
What does Billfolda do to assist with our CSF offer?
Issuers (Eligible companies wishing to make a CSF offer) are given access to the Billfolda web application, a fully customised fundraising engine to power compliant and flexible CSF offers.
Issuers are given administration rights and privileges within a secure offer process that provides for intimate collaboration, section by section and user by user controls over every aspect of the offer, investor forum and investment.
Through our drop and drag interface you can quickly present, confirm and publish ‘Coming Soon’, ‘Offer’ and ‘Post Offer’ releases with ease.
Billfolda administration is provided with a dedicated account manager, on-platform communications facility to answer investor questions and enhanced fundraising tools that far exceed industry requirements.
What does Billfolda charge to make an offer under CSF?
Billfolda charges a flat % fee that may vary from issuer to issuer due to the scope of work required. Out of pocket expenses incurred will be on-charged to the issuer without mark-up.
Issuers are required to budget for their own legal and accounting costs in assisting with the preparation and fulfilment of the CSF offer.
Billfolda will accept payment in kind, via receiving the same class of equities that the Issuer's investors receive. This means that some dilution of existing shareholders will occur, though you, the Issuer, will keep the value of Billfolda's fee in cash upon the successful conclusion of the offer.
Fees payable to Billfolda (and not pass through third-party fees) are contingent, this means we will not be eligible for remuneration until the offer is closed.
Using the Billfolda introduction service does not preclude you from other concurrent funding rounds, provided that those rounds are not also made via the CSF regime (as this may breach the Corporations Act). Consequently, and in recognition of the public promotional service we offer, you must agree to pay our fee, or the agreed proportion of our fee, on other funds raised throughout the contractual period (excluding any amount via written agreement). For the avoidance of doubt, those fees are payable, even when the payment has not been processed by Billfolda.
Where can I find more information about fundraising through Billfolda?
The financial services offered by Billfolda are described in detail in our financial services guide (FSG), a link to this guide is contained in the footer in our website.
We strongly recommend that all applicant Issuers review and apply RG261 Crowd Sourced Funding: Guide for Companies. This guide explains when a public company is eligible to make an offer of shares under the CSF regime in the Corporations Act and what obligations, including disclosure obligations, apply. This guide also explains the temporary concessions available to public companies making CSF offers from certain reporting, audit and corporate governance requirements that apply to public companies.
I am ready to proceed, who do I contact?
Email [email protected] and include your contact details, the ACN off the issuer, your capitalisation table and a current draft of your offer documentation. We will contact you once we have reviewed your information.