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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.
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.
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.
Determine whether the person is retail, sophisticated, wholesale, or professional.
Establish whether they have a genuine prior connection to you or your business.
Identify whether they are acting personally, through a company, trust, SMSF, or another commercial structure.
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.
The person is not a sophisticated investor, but has a genuine prior relationship or connection with you or your business.
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:
The exemption is narrow and should be treated carefully. A "personal offer" generally means an offer that:
Made to a specific, identified person — not broadcast broadly.
The offer cannot be freely on-transferred or circulated.
Made because of an existing relationship, professional connection, or other genuine prior link with the recipient.
Discussions should remain one-to-one and targeted.
The opportunity should not be advertised or broadcast as an equity offer to retail investors.
Recipients should not be encouraged to circulate or forward the offer broadly.
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.
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:
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.
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.
Certain institutional or regulated entities may qualify as professional investors, including:
Entities holding an Australian Financial Services Licence.
Authorised deposit-taking institutions.
Regulated superannuation funds and entities.
Entities controlling substantial assets under applicable thresholds.
The person isn't a qualifying wholesale or sophisticated investor in their own right, but the right structure — a compliant SMSF or corporate entity, for example — may open up a compliant way to take part, depending on the form the opportunity takes
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.
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.
Structured debt arrangements between parties with appropriate documentation.
Collaborative commercial arrangements that do not constitute a securities offer.
Arrangements where returns are tied to commercial performance rather than equity.
Commercial supply, distribution, or licensing structures.
Debt instruments with conversion features — subject to their own regulatory considerations.
Broader commercial arrangements structured through a company or trading entity.
Regardless of which pathway applies, the following steps should always occur.
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.
Every share issue — regardless of size — should be reviewed for compliance with the Corporations Act and your company's constitution.
Loan documentation must be carefully structured to avoid inadvertently creating a regulated financial product.
These instruments carry dual regulatory risk — as debt and as potential equity — and require specialist legal review.
Partnership and joint-venture arrangements must be documented to reflect the true commercial nature of the relationship.
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.
Confirm that each investor's classification is properly established and documented before any offer is accepted.
Ensure all accountant certificates are current, properly issued, and retained on file.
All transaction documents should be prepared or reviewed by your corporate lawyer before execution.
Share issues and other corporate changes may trigger ASIC lodgement obligations — your adviser should manage these.
Confirm the overall structure complies with applicable laws and your company's obligations before funds are received.
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.
When the relationship with each investor or counterparty commenced.
How the person became known to you — referral, existing relationship, professional network, etc.
Their confirmed investor classification — retail, sophisticated, wholesale, or professional.
Copies of all accountant certificates where applicable, including issue date and issuing accountant details.
All relevant transaction documents, agreements, and correspondence.
Use this table to identify the appropriate pathway for each investor or counterparty before commencing substantive discussions.
BizDealRoom (Mentored Business Sales and Services Pty Ltd) ABN 56 630 339 150 is a listings, marketing, and introductions platform only.
Responsibility for verifying compliance, investor eligibility, disclosure obligations, and transaction structure remains solely with the business owner and their professional advisers.
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