Raising capital for your enterprise

Raise the capital your business needs without taking on the wrong obligations.

Raising capital is not just a commercial exercise – it is a legal one. How you raise funds, who you raise them from, and how the investment is documented determines the obligations you take on, the rights you give away, and whether you have complied with the Corporations Act and ASIC requirements. Getting this wrong can expose you to serious legal risk and undermine the investor relationships you are trying to build.

Raising capital for your enterprise

ADLV Law will advise you on the legal structure for your capital raise, ensure you comply with the applicable Corporations Act 2001 (Cth) requirements, and prepare all investment documentation – so you can raise capital efficiently and with confidence.

Do I need a prospectus to raise capital in Australia?

Not always. The Corporations Act requires a disclosure document – typically a prospectus – when offering securities to retail investors. However, there are a number of exemptions that allow capital to be raised without a prospectus, including the sophisticated investor exemption (for investors who meet certain financial thresholds), the small-scale offering exemption (which allows offers to up to 20 investors with a maximum raise of $2 million in a 12-month period), and various other exemptions. Whether an exemption applies to your raise depends on the specific circumstances, and we advise on this as part of structuring the raise.

What is the difference between equity and debt investment?

Equity investment involves investors taking a shareholding in the company in exchange for capital. They become shareholders with the rights attaching to their share class, including potential participation in dividends and the proceeds of any sale. Debt investment involves investors lending money to the company on agreed terms – typically with an interest rate and a repayment schedule, and sometimes with conversion rights that allow the debt to convert to equity in certain circumstances. The appropriate structure depends on the stage of the business, the investor’s expectations, and the founder’s appetite for dilution.

What rights should investors receive in a capital raise?

Investor rights vary significantly depending on the stage of the business and the bargaining position of the parties. Common provisions include information rights – the right to receive regular financial reporting – anti-dilution protections, pre-emptive rights on new share issues, and participation rights in any sale or IPO. Institutional investors typically seek more extensive rights than angel investors or friends and family. We advise on what is appropriate for your raise and what provisions are market standard at your stage.

What happens if I raise capital without complying with the Corporations Act?

Raising capital without complying with the Corporations Act’s fundraising rules can result in civil and criminal liability for the company and its directors, ASIC intervention, and the right of investors to rescind their investment and claim a refund. Even inadvertent non-compliance can have serious consequences. This is why we strongly recommend getting proper legal advice before you approach any investors – the cost of advice is a fraction of the cost of getting it wrong.

Compliant from the start

Investor relationships protected

Right structure for your stage

Structure your capital raise correctly before you approach investors.

Now you understand the essentials. Let us show you exactly how we help families like yours secure their legacy.

Raising capital is a legal exercise as much as a commercial one.

Raising capital without proper legal advice creates two distinct risks. First, you may inadvertently breach the Corporations Act’s fundraising rules – in particular, the restrictions on offering securities to retail investors without a prospectus. Second, poorly documented investment arrangements create disputes later about what investors were promised, what rights they have, and how the relationship works if the business does not perform as expected.

We will advise on the appropriate structure for your capital raise and the applicable Corporations Act requirements.
We will prepare term sheets, investment agreements, and any required disclosure documents.
We will advise on the use of available exemptions from the prospectus requirements, including the sophisticated investor and small-scale offering exemptions.
We will prepare or review any changes to the company's constitution required by the raise.
We will advise on the rights attaching to any new share class created for investors.

When your business is ready to grow but needs external capital to get there

Your business has traction and a clear growth opportunity in front of it. You have identified investors who are interested in backing you. Now you need to structure the raise correctly, document it properly, and ensure you are not inadvertently breaching the fundraising rules under the Corporations Act.

You want advice from someone who knows both the legal requirements and the commercial reality of getting a capital raise done.

What's included in your capital raising legal advice

A capital raise done without legal structure creates obligations you did not intend to take on.

Capital raises that are handled informally, by way of a conversation, a promise, a handshake, and a bank transfer, create serious problems. Investors who received verbal commitments about returns, control, or exit that were never documented. Breaches of the fundraising rules under the Corporations Act that were not identified until ASIC became interested. Share structures that were not set up correctly and cannot be unwound without significant cost. These are not unusual outcomes – they are the predictable result of treating a capital raise as a purely commercial transaction rather than a legal one.

From an informal arrangement to a properly structured capital raise

We advise on the appropriate legal structure for your raise before you approach investors, so the commitments you make are documented correctly from the start. We prepare the investment documentation, advise on compliance with the Corporations Act, and ensure the rights attaching to new shares are clearly defined. By the time investors sign, every party understands exactly what has been agreed and what the ongoing relationship looks like.

Your capital raise roadmap.

From initial structure advice to signed investment documentation.

Structure and compliance

We advise on the appropriate raise structure, applicable Corporations Act requirements, and available exemptions from the prospectus rules.

Documentation

We prepare the term sheet, investment agreement, updated constitution, and any required disclosure documents.

Execution

We support execution of the investment documents and ensure the allotment of shares is correctly documented.

Corporate lawyers with experience structuring and documenting capital raises for early-stage and growth businesses.

We know that capital raising is a time-sensitive process – investors want decisions made quickly and founders want to get back to building the business. We also know that the legal structure of the raise is not an administrative formality. It determines what you owe your investors, what rights you give away, and whether you have stayed on the right side of the law. We move efficiently and give you advice you can act on.

We understand you want to know the cost, before we get started.

We will map out our process, from beginning to end, so you know what the journey will look like before you get started.

We will provide you with a clear and detailed Work Proposal covering each step along the way.

Our fair fees are all-inclusive. No hidden costs for telephone calls, emails, photocopying, couriers, or coffee.

Our great lawyer guarantee

We want to be part of your team over the long term. We achieve this by adhering to these core principles:

Take the time

We listen carefully to understand what you want to achieve. Then we thoroughly explain our advice and step you through the documents. You can be sure you know the full consequences.

Share our knowledge

We will pass on as much knowledge as we can, so you can make your own informed decisions. We want to make you truly independent.

Stick to our knitting

We only do what we're good at. You can be confident that we know what we're doing and don't pass on the cost of our learning.

Work as one team

Someone will always be available to answer your questions, or point you in the right direction. You will also benefit from a range of perspectives and experience.

Fair pricing

For advice and documents, we provide a fixed or capped quote so you don't take price risk. If you're in a dispute, we map out the process and costs so you know what to expect.

It's your show

We're not in this for our egos. We're in it for a front row seat to witness your success.

Structure your capital raise correctly before you approach investors.

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Raising capital for your enterprise

Raise the capital your business needs without taking on the wrong obligations.