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How to crowdfund a build in Australia without a financial services licence

Letting the public fund a build and giving them equity needs a licensed intermediary. Splitting it into three layers does not. Here is the structure, and the one rule that keeps it lawful rather than merely clever.

Updated 2026-08-17venture studiofundingcompliancehow we work

The obvious design is illegal

Start with what you actually want: somebody posts an idea, anyone who wants it to exist chips in monthly, and when enough money is committed the thing gets built. The people who paid for it own a piece of it.

In Australia, that last sentence is an offer of a financial product. Taking money from people who are not the founder and giving them equity, or a share of revenue, is a securities offer no matter which word the marketing uses. Equity crowdfunding runs under the crowd-sourced funding provisions of the Corporations Act and has to go through an intermediary holding an Australian Financial Services licence with a crowd-funding authorisation. Paying a group of passive contributors a slice of revenue has the shape of a managed investment scheme, which brings its own registration and licensing on top.

The thing worth being clear about: calling it a subscription changes nothing. Regulators read what an arrangement does, not what it is named. Any design that depends on a label rather than on substance is not a design, it is a hope.

Splitting it into three layers

The licence is triggered by one specific thing: offering the public a financial return. Remove that from the public layer and the public layer stops being regulated. That is not a loophole, it is a different product.

Layer one: back the build, receive the product

Anyone can back an idea and there is no cap on how many people do. You subscribe monthly toward a published target, which is the scoped build price. If the target is met, building starts. If it is never met, you are not charged.

What a backer receives is the product: access at founding rates for an agreed term, priority on what gets built next, and credit if they want it. What they do not receive is shares, a promise of shares, or any share of revenue.

That is reward and pre-sale crowdfunding, and it sits outside the Corporations Act. ASIC's own guidance is that where funders receive goods or services rather than a financial product, the financial services regime generally does not apply. It is not a grey area and it is not novel; it is how every reward platform in the country already operates.

Outside the financial regime is not the same as outside the law. Australian Consumer Law applies in full, and a pre-sale is a consumer contract. What was promised, and when, is an obligation. The honest way to hold it is as a debt rather than as goodwill.

Layer two: ownership, privately and in small numbers

Some people want to own part of the thing. The Corporations Act lets a company make personal offers of its own shares without a disclosure document, capped at 20 investors and $2 million in any rolling twelve months.

Three conditions do the work. The offer has to be personal, made to a specific person likely to be interested because of a previous or professional relationship, so it cannot go to a list. The caps are counted across twelve months, not per offer. And the offers cannot be advertised, which is the condition most people miss and the reason ownership never appears on a public idea page. Advertising a small-scale offer removes the exemption it relied on.

One more constraint applies to us rather than to the company: standing between many investors and many companies as a business is itself a financial service. The venture company offers its own shares to people it already knows. We do not run a marketplace for that.

Layer three: when it outgrows both, use somebody else's licence

If a venture needs equity from more than twenty people, that is exactly what the crowd-sourced funding regime is for, and intermediaries already hold licences to run it. The company raises through one of them, under their licence, with the disclosure the regime requires. Nobody needs to become a licensee to use one.

The rule that makes it lawful rather than clever

All of this rests on one thing, and it is worth stating plainly because it is where a structure like this usually fails.

The layers have to be genuinely separate. A founding membership sold with a nod toward future equity is a security, whatever the page calls it. If backers are told, or allowed to infer, that backing puts them in line for shares, then backing is a securities offer and every protection the structure was supposed to provide is gone.

In practice that means: layer one never mentions ownership; a backer gets no preference, allocation or right of first refusal on equity; layer two is offered privately to people the company already knows and is advertised nowhere, including here. If those cannot be kept separate for a given venture, that venture does not use this model.

The uncomfortable version: the structure only works if you are willing to actually give up the thing that makes the pitch exciting, which is telling the crowd they will own part of it. Keeping that line is the whole design.

What this is not

It is not advice, and it is not finished. We are not lawyers. This is a structure read off publicly available rules, and it needs review by someone qualified before it accepts a dollar. The escrow and refund handling a pre-sale requires does not exist yet either.

What is real today is narrower and duller: we build and run software for founders at published prices, and a founder who funds their own build monthly and holds the equity is two parties agreeing terms, which needs no licence from anyone. If you have an idea, that is the part you can use. Describe it in plain English and you will get a scope and a price without talking to anyone.

[ FAQ / QUESTIONS ]

The questions this raises

Asked often enough to answer here rather than on a call.

Does backing a build get me shares?

No, and that is the point rather than an omission. Backing buys the product at founding rates. The moment backing becomes a route to shares, the backing itself is a securities offer and the whole structure collapses into the thing it was designed to avoid.

Why not just get an AFS licence?

It stays a fair question. A licence with a crowd-funding authorisation is a serious undertaking in cost, capital and ongoing compliance, and the structure below reaches most of the same outcome without one. Where a venture needs more, it raises through an intermediary that already holds the licence.

Is a pre-sale really unregulated?

It is outside the financial services regime, which is not the same as unregulated. Australian Consumer Law applies in full: what you promised, and when, is an obligation, and misleading anyone about delivery is its own problem.

Can you advertise the equity side?

No. Small-scale personal offers lose the exemption the moment they are advertised, which is precisely why ownership never appears on a public idea page.

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