Lodge a prospectus for offers requiring disclosure
Offers of securities to retail investors require a prospectus or OIS lodged with ASIC.
Who must comply
Issuers of securities + persons making offers.
What triggers it
Making a disclosure-required offer.
When due
Before opening the offer.
Evidence required
Prospectus + OIS lodged via ASIC; due-diligence file.
Max penalty
Civil + criminal penalties for defective disclosure
Who must comply with this? The applicability test by industry, business structure and size.
Summary
Section 706 Corporations Act requires offers of securities to need disclosure unless an exception applies (small-scale, sophisticated investor, etc.). Prospectus must be lodged with ASIC; 7-day exposure period before opening; contains prescribed content.
Enforced by
Source legislation
Entity types
Topics
Related
- CWLTHReport reportable situations to ASIC within 30 days (RG 78)AFSL/ACL holders must report reportable situations within 30 calendar days of becoming aware.
- CWLTHComply with Design and Distribution Obligations (DDO)Issuers and distributors of retail financial products must have a Target Market Determination (TMD) and distribute consistently with it.
- CWLTHBan on conflicted remuneration (FOFA)AFSL holders and representatives must not accept conflicted remuneration in connection with retail financial product advice.
- CWLTHBest interests duty for financial advisers (s 961B-G)Personal advisers must act in client's best interests + meet related obligations.
- CWLTHRegister a Managed Investment Scheme under Ch 5CSchemes with 20+ retail members must be registered with ASIC as MIS.
- CWLTHDesign and Distribution Obligations (DDO) — RG 274Issuers + distributors of retail financial products bound by DDO from 5 October 2021.
Frequently asked questions
- Who must comply with a prospectus for offers requiring disclosure?
- Issuers of securities + persons making offers.
- What triggers a prospectus for offers requiring disclosure?
- Making a disclosure-required offer.
- When is a prospectus for offers requiring disclosure due?
- Before opening the offer.
- What is the maximum penalty for a prospectus for offers requiring disclosure?
- Civil + criminal penalties for defective disclosure
- What evidence is required for a prospectus for offers requiring disclosure?
- Prospectus + OIS lodged via ASIC; due-diligence file.
Source: https://asic.gov.au/regulatory-resources/fundraising/. Rules Mate is not a law firm. Always verify against the live regulator source before acting.