All you need to know about raising private capital through a managed investment scheme.

In almost every case, if you raise money – from people you know or from strangers – you need an Australian Financial Services License (AFSL). The method by which you raise funds does not alter this requirement. Raising money in Australia is a heavily regulated activity. There are severe penalties – including imprisonment for up to five years – for people who do not comply with the rules, and that includes both the party raising the money and those who assist them.

What’s the difference between a registered and unregistered fund?


Wholesale funds are not required to be registered. Retail funds are required to be registered. Where a fund is comprised of wholesale investors, the fund will be a wholesale fund and will not require registration with ASIC.

1. Generally, it is easier and cheaper to structure and promote a fund as an unregistered fund compared to a registered fund. A registered fund is a far more onerous undertaking with a multitude of compliance, governance, audit and reporting requirements which are not required for an unregistered fund. However, the requirement for a fund to be registered is largely dependent on the investor base being targeted for investment – i.e. wholesale or retail investors. Wholesale funds (comprised of wholesale investors), are not required to be registered. Retail funds (comprised of retail investors), are required to be registered.

2. Funds are primarily registered to enable them to be promoted to retail investors which make up the broader marketplace. Some Licensees also register funds to demonstrate their commitment to compliance and to provide some additional safeguards for investors.

3. Generally, an investor must invest a minimum of $500,000 to be classed as a ‘wholesale investor’. Alternatively, if an investor invests less than $500,000 they can still qualify as a ‘wholesale investor’ if they have their accountant provide a certificate stating that they have net assets of at least $2.5m or that their gross income for each of the last 2 years exceeded $250,000.

4. This test is applied on a ‘grouped’ basis where the investor’s gross assets and net income can be grouped with the gross assets/net income of a company, trust and self-managed superannuation fund controlled by the person.

5. If an investor is not a wholesale investor (or a Professional Investor or a Sophisticated Investor – see Glossary), they are a ‘retail investor’.

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