Skip to main content
Rules Mate

Who must lodge a prospectus for offers requiring disclosure?

The applicability test for Lodge a prospectus for offers requiring disclosure (ASIC), computed across 35 industries, 9 business structures and 6 size bands.

Short answer: Only if

Applies when the business has an ASX listing.

What the obligation is

Offers of securities to retail investors require a prospectus or OIS lodged with ASIC.

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.

The applicability test

Applies when the business has an ASX listing.

How the regulator frames it: Issuers of securities + persons making offers.

What triggers it: Making a disclosure-required offer.

Jurisdiction: Commonwealth law, so the test is the same in every state and territory.

Which industries are in or out

Outcome across the 35 industries Rules Mate maps (35 of 35: no).

The answer is the same in every industry: no. Industry does not change who must comply.

Business structure and size

Structure does not change the answer across all industries: for every structure the answer is "no".

Size does not change the answer across all industries: at every size band the answer is "no".

Worked examples

Each line is one run of the Rules Mate applicability engine for a single business profile, with the reason the engine gives:

  • Pty Ltd company in real estate agents with 6–19 employees, turnover $1M–$3M: does not apply. Requires an ASX listing.

Answers that bring it into scope

Starting from a small or large professional services company that does not otherwise meet the test, each of these single facts changes the engine's answer:

  • The business is listed (or listing) on the ASX: it then applies (ASX-listed (or preparing to list)).

What you must do, and when

When due
Before opening the offer.
Frequency
When a triggering event occurs
Evidence to keep
Prospectus + OIS lodged via ASIC; due-diligence file.
Status
Current
Priority
Critical

Penalty for not complying

Maximum penalty: Civil + criminal penalties for defective disclosure.

Criminal liability

Breaches can be prosecuted as criminal offences, not only civil contraventions.

Audit or assurance level

Rules Mate has not yet classified the audit or assurance level for this obligation. Any audit, review or certification requirement is set by the regulator source listed below.

Enforcement examples

Obligations with the same applicability test

If this obligation applies to you, so do these 5: the engine uses the same rule for each.

Where it sits in the corpus

Rules Mate tracks 17 published obligations tagged "financial services", 12 of them rated critical. For a professional services Pty Ltd company with 6–19 employees operating in every state, 0 of those apply outright. This obligation is rated critical priority and carries criminal liability, and is triggered by events.

Regulator, legislation and tools

Regulated by Australian Securities and Investments Commission.

ASIC: Corporate regulator administering the Corporations Act, financial services and credit licensing (AFSL/ACL), markets supervision, insolvency, and registries (ASIC and ABRS).

Corporations Act: The foundational federal Act for Australian corporate law.

Free tools that help with this obligation:

Run the compliance journeyAnswer a short questionnaire about your business and get the obligations that apply to you, with the reason each one applies.Primary action

Questions

Who must lodge a prospectus for offers requiring disclosure?
Applies when the business has an ASX listing.
Do sole traders need to lodge a prospectus for offers requiring disclosure?
No. Across every industry and every size band, the engine's answer for a sole trader is: no.
Do businesses with 1–5 employees need to lodge a prospectus for offers requiring disclosure?
No (1–5 employees, turnover $100K–$1M).
When is "Lodge a prospectus for offers requiring disclosure" due?
Before opening the offer.

Related

Sources

Computed by the Rules Mate applicability engine from the published obligation corpus; facts last checked 3 October 2026. Rules Mate is not a law firm and this is general information, not legal advice. Confirm your position with the regulator source or a qualified adviser before acting.