Developer Equity Raising Compliance Lawyers
Remediation of past equity raises & a licensed, documented structure for the next one, from our funds & financial services lawyers.
- s708(8) & s1012E tested as disclosure exemptions, with the licensing question answered separately
- Privileged contraventions memorandum covering every prior raise
- ASIC engagement & investor remediation run in a settled sequence
- s708 equity raise IM or full IM under an AFSL for every future raise
Our Developer Equity Raising Compliance Services
Property developers raising project equity from private investors rely on s708(8) or s1012E to avoid issuing a prospectus or product disclosure statement. Both provisions are disclosure exemptions and neither relieves the licensing requirement. GRM LAW takes developers from that position to a licensed, documented capital raising structure, remediating the raises already made and building the documents for the raises to come. Our developer equity raising compliance services include:
01. Contraventions Memorandum & Raise History Review
We record every prior equity raise and identify the provisions engaged, in a privileged memorandum that anchors the remediation, including:
- Mapping each raise by vehicle, offer document, exemption relied on, investor class, amounts & dates
- Testing whether s708(8) or s1012E was available for each offer & whether the financial services involved required an AFSL or an authorisation under one
- Setting out exposure, priorities & the sequence of remediation steps for the board
02. ASIC Engagement & Investor Remediation
We settle how the developer deals with ASIC and with existing investors, and run both workstreams, covering:
- Advising whether, when & how to engage ASIC, and preparing the developer’s position, proposed fixes & responses to any notice
- Drafting investor communications, re-documentation & rectification offers that comply with s1041H
- Recording each remediation step so the file supports the developer’s position with ASIC & investors
03. Future Capital Raising Structure
We design the structure under which every future raise is made, so the licensing question is answered before the first investor is approached, including:
- Choosing between the developer’s own AFSL, a corporate authorised representative arrangement under an existing licensee, or a licensed trustee or responsible entity
- Designing wholesale-only offer settings, investor qualification procedures & the sophisticated investor tests behind s708(8) reliance
- Aligning the structure with the governance program, policy suite, registers, critical event calendar & RG 166 financial resources the licence requires
04. Document Remediation Package
We prepare the offer and constituent documents that replace the documents used in prior raises, including:
- s708 equity raise Information Memorandum for offers made under the s708 exemptions, including s708(8) sophisticated investor offers
- Full Information Memorandum under an AFSL, with subscription deed, constitution or trust deed & corporate authorised representative agreements where required
- Marketing sign-off checklists so presentations, websites & investor updates stay consistent with the IM
Who We Act For
GRM LAW’s funds & financial services lawyers act for property developers who raise equity from investors, and for the parties around those raises, including:
Residential Project Developers
Developers raising investor equity into unit trusts or project companies for apartment, townhouse & land subdivision projects.
Commercial & Industrial Developers
Sponsors funding office, retail, warehouse & logistics projects with equity from private investors.
Developers With Prior Unlicensed Raises
Developers who raised equity under s708(8) or s1012E without addressing whether the raise itself required an AFSL or an authorisation under one.
Serial Developers Moving To A Fund Platform
Developers whose repeat raises are better run through a wholesale fund, their own AFSL or a corporate authorised representative arrangement.
Developer Syndicates & Club Deals
Groups pooling private investors into a single project through a shared special-purpose vehicle.
Joint Venture Partners & Landowners
Parties contributing land or capital into a developer-led vehicle that also takes in outside investor equity.
AFSL Licensees Hosting Developer CARs
Licence holders authorising developers as corporate authorised representatives who need the CAR agreement, reporting & oversight to match.
Trustees & Managers Of Developer Vehicles
Trustees, responsible entities & investment managers appointed over developer-sponsored funds who need constituent documents & IMAs aligned to the raise.
Discuss Your Equity Raising Position
Our funds lawyers will contact you to review your prior raises & outline the path to a compliant structure.
What Our Clients Say
How The Process Works
01.
Raise History & Contraventions Review
We map every prior raise, test the exemption relied on and the licensing position, and record the findings in a privileged contraventions memorandum.
02.
ASIC & Investor Strategy
We fix the approach to ASIC and to existing investors, including what is communicated, in what order and by whom.
03.
Structure & Document Design
We design the future capital raising structure and prepare the s708 equity raise IM or the full IM under an AFSL, with the subscription, constituent and authorisation documents behind it.
04.
Implementation & Governance
We run the remediation, deliver the new document set and embed the policy suite, registers and critical event calendar so each future raise is made under the settled structure.
Discuss Your Equity Raising Position
Our funds lawyers will contact you to review your prior raises & outline the path to a compliant structure.
Why Choose GRM LAW
01. Disclosure & Licensing Tested Separately
We test each raise against s708(8) and s1012E as disclosure exemptions and answer the licensing question on its own terms, so neither limb is assumed.
02. Wholesale Funds & AFSL Governance Depth
We design and maintain the governance that wholesale funds, AFSL licensees, responsible entities and trustees are required to hold, and apply the same frameworks to developer vehicles.
03. Property Development & Funds Under One Roof
Our property development practice covers site acquisition, project structuring, joint ventures and project finance, so the equity raise, the project vehicle and the development agreements are drafted together.
04. ASIC Surveillance & Remediation Experience
We support licensees and fund operators through ASIC surveillance, notices and remediation programs, from documenting the current position and proposed fixes through to implementing changes across policies, documents and reporting.
05. Partner-Led Boutique With National Reach
Gavin McInnes personally supervises all funds and financial services work, for developers across Australia.
Meet Gavin McInnes
As the founder of GRM LAW, Gavin McInnes personally supervises all funds and financial services work. For nearly 20 years he has advised developers, private credit funds and property fund managers across Australia. GRM LAW’s funds work covers wholesale fund structures, AFSL governance and RG 166 financial resources planning.
Gavin is an Accredited Specialist in Business Law and is consistently featured in Doyle’s Guide, Lawyers Weekly and the Global Fund Awards, including recognition for funds management and corporate work. He applies the same funds and AFSL governance approach to developer equity raising, so the remediation of past raises and the structure for future raises run as one engagement.
Recognition & Awards
Developer Equity Raising Essentials
A Disclosure Exemption Is Not A Licensing Exemption
s708(8) and s1012E relieve the obligation to issue a prospectus or product disclosure statement for qualifying offers. They do not determine whether issuing, arranging or promoting interests in a project vehicle is a financial service that requires an AFSL or an authorisation under one. Both questions have to be answered for every raise.
When A Project Vehicle Is A Managed Investment Scheme
Where investors contribute money to a pooled project vehicle, take an interest in what it produces and leave day-to-day control to the developer, the arrangement can be a managed investment scheme. Issuing interests in that scheme is dealing in a financial product. The status of the developer, and of anyone promoting the raise, then turns on the licensing provisions of the Corporations Act.
Past Raises: Contraventions, ASIC & Investors
The starting point is a privileged contraventions memorandum that records each raise, the exemption relied on, the investors, the amounts and the provisions engaged. Engagement with ASIC and communication with investors are then sequenced. Statements made to investors during remediation are subject to s1041H, so remediation communications are drafted with the same care as offer documents.
Two Document Paths For Future Raises
A s708 equity raise IM covers offers confined to the s708 exemptions, with investor qualification procedures built in. A full IM under an AFSL covers raises where the developer holds a licence or operates as a corporate authorised representative, supported by the subscription deed, constitution or trust deed, and the policy suite, registers and critical event calendar that support the s912A general obligations.
Discuss Your Equity Raising Position
Our funds lawyers will contact you to review your prior raises & outline the path to a compliant structure.
Legal & Compliance Insights
Books By Gavin McInnes
Practical guides on structuring, asset protection and private credit in Australia.
Protect Your Assets
A plain‑English guide to protecting your home, business interests and investments under Australian law. Written for business owners, professionals and families who want to keep what they’ve built safe from avoidable risk.Â
Private Credit In Australia (Coming Soon)
A forthcoming guide to structuring, documenting and managing private credit transactions in the Australian market, written for lenders, sponsors and their advisers.Â
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Protecting and commercialising intellectual property, software & technology through tailored licensing, development & sale agreements.Â
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