Financial Services Regulation

Allbright possess specialist legal and financial services expertise to assist your business in obtaining its AFSL. Our advantage is that we posses actual financial industry specific qualifications, experience and understand the commercial aspects of providing financial services. We have acted for clients of all sizes in a variety of financial service sectors including: funds management, corporate advisory, stock broking, financial planning, lending and crowd funding. We can assist your business Do I need an AFSL? According to Chapter 7 of the Corporations Act 2001 (Cth), an entity has the obligation to obtain an AFSL as far as it provides financial services or sell financial products. In Corporation Act 2001 (Cth), financial services are defined as:
      1. Provide financial product advice, personal and/or general
      2. Deal in financial products, including issuing and/or arranging
      3. Make a market in financial products
      4. Operates a registered scheme
      5. Provides a custodial or depository service
Financial products are defined as an instrument used to:
      1. Manage a risk
      2. Make an investment
      3. Make an non-cash payment
Classes of financial products include:
      1. Basic deposit and payment products (including cash and non-cash)
      2. Securities
      3. Foreign exchange
      4. Insurance (including life and general insurance)
      5. Managed Investment Schemes (retail/wholesale, registered/unregistered)
      6. Derivatives
      7. Superannuation
      8. Government bonds
      9. Margin lending facilities
      10. Carbon units
      11. Retirement Saving Accounts
Please do not hesitate to contact us if you need assistance regarding an AFSL or seek suggestions on which authorisations are appropriate for your business.
AFSL Application Process 1. ALLBRIGHT will help you determine and obtain the appropriate authorisations needed in the license.
    • What financial products will your business be working with?Will you be dealing or providing advice in these financial products?
    • Will this service be provided to retail or wholesale clients, or both?
    • Will you be making a market in a financial product?
    • Will you be operating a registered scheme?
    • Will you be providing a custodial or depository service?
2. ALLBRIGHT will help you choose and nominate the correct Responsible Managers (RM), whom have the corresponding skills and experiences to provide authorisations that your business is seeking.
3. ALLBRIGHT will draft application documents for your business to ASIC. The documents submitted to ASIC for your AFSL application are known as ‘Proof Documents’. There are two types of proof documents, ‘Core Proofs’ and ‘Additional Proofs’. Core Proofs are the initial set of documents which go to ASIC, which include:
  • Business Description (A5)
  • People proofs for each nominated Responsible Manager – including police check, bankruptcy check and qualifications.
  • Organisational Expertise Table (B1)
  • Financial Resources Statements (B5)
4. ALLBRIGHT will prepare Additional Proof Documents for your business and liaise with ASIC on your behalf. Some of the documents which may be required include:
  • Business references for Responsible Managers
  • Compliance Manuals
  • Conflicts of Interest Arrangements
  • Program for monitoring, supervision and training of Representatives
  • Cash Flow Projections
  • Dispute Resolution System Statement
  • Risk Registers Statement
  • Derivatives Statement
  • Foreign Exchange Operating Statement
  • Operate a custodial or deposit service
  • Scheme Operating Capacity Statement
  • Scheme Property Statement
  • Market Maker Statement
  • MDA Operator Capacity Statement
5. ALLBRIGHT will provide you with ongoing compliance services and assistance.

Compliance Services
ALLBRIGHT provides necessary services to your business to make sure that regulatory requirements are meet under your AFSL, including:

      1. Compliance reporting, the time frame could be adjusted according to your needs
      2. Compliance Committee membership
      3. Management framework
      4. Compliance training and [policy documents
      5. Corporate Governance
      6. Anti-Money Laundering
      7. Conflicts management systems
      8. External auditing
      9. ASIC Class Orders
      10. Privacy Act
      11. Code of Ethics


Funds Management

ALLBRIGHT can help you establish or maintain your retail funds.



The trustee of a retail fund is a responsible entity and must be a public company that holds an AFSL with the appropriate authorisations.



Retail funds are required to issue a PDS unless an exemption applies. There is an exemption for small-scale offerings of managed investment products.
“Small-scale offerings” must:

      1. not breach the 20 investors ceiling test;
      2. not breach the $2 million ceiling test; and
      3. be “personal offers”.

There will be a breach of the 20 investors ceiling test (item 1 above) if the offering “results in the number of people to whom the issuer has issued managed investment products exceeding 20 in any 12 month period”.
There will be a breach of the $2 million ceiling test (item 2 above) if the offering “results in the amount raised by the issuer has issued managed investment products exceeding $2 million in any 12 month period”.
To meet the “personal offers” test under the Corporations Act (item 3 above) the offer must:

  • only be able to be accepted by the person to whom it is made; and
  • be made to a person who is likely to be interested in the offer.


Retail funds are required to be registered with ASIC unless they fall within the exemption of “small-scale offerings” where no PDS is required.
There are a number of documents required for registration, including:

  • A constitution;
  • A compliance plan;
  • A compliance committee (where less than half the directors of the trustee are external).

We can:

  • advise on fund establishment issues including Financial Services Regulation (FSR) implications of establishing a fund (e.g. licensing and the requirement to be registered as a managed investment scheme);
  • prepare or review trust deeds and constitutions;
  • prepare or review Product Disclosure Statements (PDS);
  • prepare investor subscription agreements; and
  • prepare or review outsourcing agreements including investment management, custody and fund administration agreements.


There are a number of issues for those needing finance and those providing finance. For example, fundraising disclosure requirements, Personal Property Securities Registration (PPSR) requirements, financial assistance prohibitions, interest withholding tax and state-based stamp duties.

We have experience in assisting those needing finance and those providing finance. We can help you deal with the legal aspects of these issues, including drafting and/or negotiating the relevant loan or facility note issuance, security and/or disclosure documentation.


Wholesale Funds

ALLBRIGHT are equipped to help you through all aspects of establishing and maintaining your wholesale fund.


If you intend to operate a wholesale fund as the trustee, you will be required to hold an AFSL.


Wholesale funds are not required to issue a PDS. You will need to prepare and issue an information memorandum to all investors in the fund. The information memorandum sets out a variety of information regarding the fund, including:

  • key features of the fund including distributions, liquidity, redemption of units, withdrawal from the fund and complaints;
  • the assets the fund will invest in and how these assets will be valued;
  • information about the investment manager and how the fund will be managed;
  • information about the trustee and custodian;
  • the risks associated with the fund;
  • fees and expenses;
  • how to invest in the fund.


Wholesale funds are not required to be registered with ASIC.
We can prepare, review or amend:

  • trust deeds and constitutions;
  • information memoranda;
  • investor subscription agreements; and
  • outsourcing agreements including investment management, custody and fund administration agreements.