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Capital-Raising Playbook
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A Compliance Guide for Business Owners Listing on BizDealRoom
May 2026










Important Notice
This guide is general information only and does not constitute legal, financial, investment, or accounting advice.
BizDealRoom is a listings and marketing platform only and does not provide financial product advice, arrange securities, verify investor eligibility, or recommend investments.
All capital-raising, lending, partnership, and investment structures should be reviewed by your own qualified corporate lawyer and accountant before proceeding.
About This Guide

This guide is general information only. It is designed to help business owners structure conversations with potential investors, lenders, strategic partners, and commercial counterparties in a compliant way.
BizDealRoom is a listings and marketing platform. We provide tools, marketing exposure, digital data rooms, and access to a broad network of investors, funders, business owners, and strategic contacts. We do not operate managed investment schemes, issue securities, provide financial product advice, assess investor suitability, recommend investments, arrange securities transactions, or endorse any opportunity listed on the platform.
Every capital raise, debt arrangement, partnership structure, share issue, convertible note, or commercial arrangement should be reviewed and approved by your own qualified corporate lawyer and accountant before proceeding.

The dollar thresholds referenced in this guide reflect the rules and interpretations commonly applied as at early 2026. Australian fundraising and wholesale-investor rules continue to evolve — confirm the current position with your advisers before acting.
The Core Principle — Qualify First, Discuss Terms Second
Before discussing valuation, equity percentages, returns, or transaction terms with any person, first determine how that person is classified under Australian law.
Australian fundraising rules are largely determined by: who the offer is made to, how the relationship originated, and how the person intends to participate.
1
Investor Classification
Determine whether the person is retail, sophisticated, wholesale, or professional.
2
Prior Connection
Establish whether they have a genuine prior connection to you or your business.
3
Participation Structure
Identify whether they are acting personally, through a company, trust, SMSF, or another commercial structure.
4
Opportunity Type
Clarify whether the opportunity is equity-based, debt-based, or part of a broader strategic commercial arrangement.
Those answers will generally determine which lawful pathway may apply.
Pathway A — Personal Network / Small-Scale Offering
"20/12" Exemption
Use This Pathway When
The person is not a sophisticated investor, but has a genuine prior relationship or connection with you or your business.
Statutory Basis
Under section 708(1) of the Corporations Act, a company may make a personal offer of securities without a disclosure document where, over any rolling 12-month period:
  • no more than 20 investors participate, and
  • no more than $2 million is raised.
What Constitutes a "Personal Offer"
The exemption is narrow and should be treated carefully. A "personal offer" generally means an offer that:
Specific Recipient
Made to a specific, identified person — not broadcast broadly.
Not Publicly Transferable
The offer cannot be freely on-transferred or circulated.
Genuine Prior Connection
Made because of an existing relationship, professional connection, or other genuine prior link with the recipient.

The 20-investor count can include persons who receive or are capable of accepting a personal offer — not only those who ultimately invest.
In Practice, This Means
Keep Conversations Personal and Direct
Discussions should remain one-to-one and targeted.
Do Not Publicly Promote as a Retail Equity Offer
The opportunity should not be advertised or broadcast as an equity offer to retail investors.
Do Not Encourage Forwarding
Recipients should not be encouraged to circulate or forward the offer broadly.

Once an offer begins resembling public fundraising, the exemption may no longer apply.
Most Scalable Pathway
Pathway B — Sophisticated, Wholesale & Professional Investors
Use This Pathway When
The person qualifies as a sophisticated, wholesale, or professional investor. This is generally the most scalable fundraising pathway.
Offers made to sophisticated investors under section 708(8) do not require a disclosure document and do not count toward the Pathway A 20-investor or $2 million limits.
You may operate Pathway A and Pathway B simultaneously.
Sophisticated Investor Requirements
A person should not simply self-declare their status. To rely on the sophisticated-investor exemption, the business owner should obtain and retain a current accountant's certificate confirming the investor satisfies at least one of the following:
  • Net assets of at least $2.5 million, or
  • Gross income of at least $250,000 per annum for each of the previous two financial years.
Additional Sophisticated Investor Pathway
A person may also qualify as a sophisticated investor where the minimum amount payable for the securities is at least $500,000.
This exemption operates separately from the accountant-certificate test and does not require proof of income or net assets.
However, clients should still obtain legal and accounting advice before proceeding to ensure the structure and transaction comply with applicable laws and are not artificially structured to circumvent retail fundraising requirements.
Certificate Requirements

Qualified Issuer
Issued by a qualified accountant with a current practising certificate.

Currency
Generally dated within the previous two years.

Timing
Obtained before the offer is formally accepted.
The same principles may apply to investments made through companies, trusts, or SMSF structures, where the trustee or controlling individual qualifies as a sophisticated investor. However, clients should always obtain accounting and legal advice before accepting funds from an SMSF or related structure.
Professional Investors
Certain institutional or regulated entities may qualify as professional investors, including:
AFSL Holders
Entities holding an Australian Financial Services Licence.
Banks
Authorised deposit-taking institutions.
Regulated Super Entities
Regulated superannuation funds and entities.
Substantial Asset Entities
Entities controlling substantial assets under applicable thresholds.

While accountant certificates may not always be required for professional investors, clients should still retain evidence supporting the investor classification.
Pathway C — Strategic Relationships & Commercial Structures
No Retail Equity Offer
Use This Pathway When
The person is effectively a retail investor with no genuine prior relationship and no sophisticated-investor qualification.
In these situations, you should not offer equity or shares directly without first obtaining legal advice regarding disclosure obligations and fundraising compliance.
This is one of the highest-risk areas of Australian fundraising law.
The Commercial Relationship Need Not End
Discussions may shift toward alternative lawful commercial structures. The objective is to preserve potentially valuable commercial relationships while identifying a lawful structure appropriate to the circumstances.
Alternative Lawful Commercial Structures
Commercial Loan Arrangements
Structured debt arrangements between parties with appropriate documentation.
Strategic Partnerships & Joint Ventures
Collaborative commercial arrangements that do not constitute a securities offer.
Revenue-Share Agreements
Arrangements where returns are tied to commercial performance rather than equity.
Supply or Distribution Arrangements
Commercial supply, distribution, or licensing structures.
Convertible-Note Structures
Debt instruments with conversion features — subject to their own regulatory considerations.
Other Commercial Collaborations
Broader commercial arrangements structured through a company or trading entity.

Important: Simply describing an arrangement as a "loan" does not automatically remove fundraising or disclosure obligations. Debt, convertible-note, or revenue-share arrangements can themselves become regulated financial products depending on how they are structured. All such arrangements should be reviewed and documented by qualified legal and accounting advisers before being proposed or accepted.
The Closing Protocol — Every Deal, Every Time
Regardless of which pathway applies, the following steps should always occur.
Step 1 — Obtain Legal and Accounting Advice
Do not rely on generic templates or internet documents.
All share issues, loan agreements, convertible notes, partnership structures, and fundraising documents should be reviewed by a qualified corporate lawyer and your accountant.
Share Issues
Every share issue — regardless of size — should be reviewed for compliance with the Corporations Act and your company's constitution.
Loan Agreements
Loan documentation must be carefully structured to avoid inadvertently creating a regulated financial product.
Convertible Notes
These instruments carry dual regulatory risk — as debt and as potential equity — and require specialist legal review.
Partnership Structures
Partnership and joint-venture arrangements must be documented to reflect the true commercial nature of the relationship.
Step 2 — Allow Your Advisers to Manage Formal Execution
Your accountant and lawyer should take the lead on all formal steps in the transaction process. Do not attempt to manage execution without professional oversight.
Verify Investor Classifications
Confirm that each investor's classification is properly established and documented before any offer is accepted.
Review Accountant Certificates
Ensure all accountant certificates are current, properly issued, and retained on file.
Prepare or Review Formal Agreements
All transaction documents should be prepared or reviewed by your corporate lawyer before execution.
Update ASIC Registers Where Required
Share issues and other corporate changes may trigger ASIC lodgement obligations — your adviser should manage these.
Ensure Structural Compliance
Confirm the overall structure complies with applicable laws and your company's obligations before funds are received.
Step 3 — Maintain a Capital-Raising Register
Clear, contemporaneous records are one of the most important protections available to a business owner conducting a capital raise. If regulators or advisers ever review the transaction history, these records become critically important.
What Your Register Should Document
Relationship Commencement
When the relationship with each investor or counterparty commenced.
How They Became Known
How the person became known to you — referral, existing relationship, professional network, etc.
Investor Classification
Their confirmed investor classification — retail, sophisticated, wholesale, or professional.
Accountant Certificates
Copies of all accountant certificates where applicable, including issue date and issuing accountant details.
Transaction Documentation
All relevant transaction documents, agreements, and correspondence.

You should also monitor your rolling 12-month totals against any applicable small-scale offering limits to ensure you remain within the Pathway A caps at all times.
Quick Reference Summary
Use this table to identify the appropriate pathway for each investor or counterparty before commencing substantive discussions.
Important Platform Positioning
BizDealRoom (Mentored Business Sales and Services Pty Ltd) ABN 56 630 339 150 is a listings, marketing, and introductions platform only.
What BizDealRoom Does Not Do
  • Does not provide financial product advice
  • Does not assess investment suitability
  • Does not recommend investments
  • Does not verify investor classifications
  • Does not arrange securities transactions
  • Does not act as a broker or intermediary to securities
  • Does not guarantee funding outcomes
Where Responsibility Lies
Responsibility for verifying compliance, investor eligibility, disclosure obligations, and transaction structure remains solely with the business owner and their professional advisers.

All clients should seek independent legal, accounting, and financial advice before proceeding with any capital raise, investment, debt arrangement, or commercial transaction.