Billfolda

Frequently Asked Questions

What are the minimum criteria for a company to be eligible to raise capital on Billfolda’s equity crowdfunding platform?

For a company to be eligible to raise money from equity crowdfunding in Australia it must:

  1. Be a company limited by shares
  2. Have its principal place of business in Australia
  3. Have a majority of its directors (excluding alternate directors) ordinarily residing in Australia
  4. Not exceed the assets and annual revenue caps of $25 million
  5. Not be a listed company (including its related parties)
  6. Not have a substantial purpose of investing in other companies, entities or schemes (including its related parties)
For more information refer to Regulatory Guide 261.

When is a company’s offer eligible for equity crowdfunding on Billfolda’s platform?

For a company’s offer to be eligible for equity crowdfunding it must:

  1. Be made by an Eligible company
  2. Expressly state that the Offer is made under the CSF regime
  3. Not be used to raise funds to:
    • invest in other companies, entities or schemes; or loan to related parties
  4. Comply with an issuer cap of $5 million in a 12-month period
  5. Only issue fully paid ordinary shares
  6. Make an Offer for Issue of shares
  7. Have a retail lock in period of 12 months for shares issued via CSF
For more information refer to Regulatory Guide 261.

How do I check if the company has exceeded the $5 million equity crowdfunding cap?

Cap
=
Maximum amount sought to be raised under the current CSF offer
+
Amounts raised under CSF offers made in the last 12 months
+
Amounts received in the last 12 months from small scale personal offers (under s708(1))
+
Amounts received in the last 12 months from offers made via an AFS licensee (under s708(1))
For more information refer to Regulatory Guide 261.
The regime is designed to allow for retail and wholesale fundraising activities, please contact Billfolda for further details.

Please can you outline the technical process for equity crowdfunding

The process to raise capital via an equity crowdfunding platform is:

  1. Company enters into a Hosting agreement with the crowdfunding platform
  2. Company prepares a CSF Offer Document
  3. Consents obtains consents from persons names in the CSF Offer Document
  4. Billfolda open the Offer on its platform
  5. Billfolda closes the CFS Offer
  6. Billfolda declares the Offer as ‘complete’ or ‘unsuccessful’
  7. Billfolda issues shares or returns money to investors
For more information refer to Regulatory Guide 261.

What is a company raising capital via crowdfunding prohibited from doing?

If you raise capital via equity crowdfunding:

  1. You and your related parties cannot have more than one CSF offer open at the same time.
  2. You and your related parties cannot arrange for any financial assistance to retail investors to invest in your company.
  3. Advertising without include a CSF risk warning.
  4. Engaging in misleading or deceptive conduct. Advertising, and statements or information published on Billfolda’s platform or on the communication facility, must not be misleading or deceptive.
  5. Your company must not give personal or general financial advice to investors in relation to shares in your company.
  6. You must not offer shares in the course of, or because of, an unsolicited meeting or telephone call.
  7. You must not make a CSF offer for a company that has not been formed or does not exist.
  8. You must notify the CSF intermediary if you become aware that your CSF offer document is defective.
  9. You must not offer shares if the CSF offer document is defective.
For more information refer to Regulatory Guide 261.

What are some of the regulatory obligations of public companies under the Corporations Act?

Public companies are required to:

  1. Hold an AGM every year.
  2. Appoint an auditor to conduct an annual audit of financial statements
    • Lodge audited annual financial reports with ASIC
    • Distribute copies of the annual reports within four months of the end of the financial year
  3. Appoint at least three directors and at least one company secretary.
  4. Lodge a copy of the constitution with ASIC and notify ASIC of changes to the constitution.
  5. Obtain shareholder approval before giving financial benefits to related parties (which includes directors and their spouses, children or parents).
  6. Your company’s directors cannot be removed by other directors but are subject to removal by the company’s shareholders. Your company’s directors cannot be present or vote on matters where there is a material personal interest being considered at a directors’ meeting.
  7. Comply with statutory Directors Duties under the Corporations Act.

What information do I need to include in the Offer Document?

ASIC has provided a template to assist companies prepare an Offer Document. It is not compulsory to use the ASIC’s template though it is best practice to apply its principals and ensure all the minimum prescribed information is included.

The Offer Document should include the following as a minimum:

  1. Information required by the Corporations Act and Corporations Regulations.
  2. Be worded and presented in a ‘clear, concise and effective’ manner.
  3. Not be misleading or deceptive.
  4. Include a table of contents with specific sections and headings (prescribed by law).
  5. Include a general risk warning about crowd-sourced funding (wording prescribed by law).
  6. Include information about your company.
  7. Include information about the offer.
  8. Include information about investor rights.
For more information refer to Regulatory Guide 261.

Who are some of the service providers I might need to appoint?

You may need consider appointing:

  1. A lawyer to review and give legal sign off on your Offer Document
  2. A registry service provider to maintain your register of shareholders
  3. An accountant to prepare your financial statements
  4. An auditor if you wish to have your financial statements audited, or are required to by law
  5. A marketing/ PR firm to manage marketing and investor communication
  6. A videographer to create an offer video

What are the fees that Billfold charges?

Please contact us to discuss fees.
As a rough guide we charge approximately 6% of the capital raised, on a success basis.