Birchal is a licensed crowd-sourced funding (CSF) intermediary. Our role is central to Australia’s equity crowdfunding regime, where companies raise capital by offering shares to investors through our online platform.

A CSF intermediary must hold an Australian financial services licence authorising it to provide a crowd-funding service. The role and obligations of a CSF intermediary under the CSF regime are prescribed by law, including specific obligations that apply in recognition of our important role as a ‘gatekeeper’ for our platform. We are regulated by ASIC.
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As the CSF intermediary, our role includes:

• operating an online platform through which a company offers shares and investors invest money in exchange for shares
• ensuring a company is eligible to make an offer under the CSF regime
• publishing a CSF offer document prepared by the company that meets certain minimum content requirements and is presented in a 'clear, concise and effective' manner
• holding investor money
• passing investor money to the company when the offer is complete
• performing checks on the issuing company and its directors and senior managers
• implementing certain investor protectionsmanaging some of the risks identified by International Organisation of Securities Commissions in relation to crowd-sourced funding to help ensure that investors and offering companies can be confident in using the CSF regime

Please see our Financial Services Guide and CSF Investor Terms & Conditions for more information.

The amount you can invest in a CSF offer depends on whether you are considered a retail client or a wholesale client under the Corporations Act:

• Retail clients can invest up to AUD $10,000 per company per year.
• Wholesale clients can invest more than AUD $10,000 (there is no cap). To qualify, you must provide Birchal with evidence of your wholesale client status when you make your investment application.

In addition, each company sets its own minimum investment amount for the CSF offer. This is typically between $50 and $1,000, and you can check the minimum required for a particular offer under the “Invest” tab on the company’s page.

Under the CSF regime, you can invest in eligible Australian companies that meet certain requirements. These are typically startups, early-stage ventures, and small to medium-sized businesses across a wide range of industries.

To be eligible, a company must be either a proprietary company (Pty Ltd) or an unlisted public company, with less than $25 million in assets and less than $25 million in annual revenue. The company’s principal place of business must be in Australia, and most of its directors must also live here.

Companies using CSF are often high-growth businesses looking to raise capital for things like product development, marketing, or expansion. They issue new fully-paid ordinary shares with voting rights, meaning you become a direct shareholder in the company.

Getting started on Birchal is simple. First, you’ll need to create an account and browse the platform to find a company you’d like to support. Each company has a profile page with information about the business, its plans, and the investment opportunity, including the CSF offer document.

Before you invest, you’ll be asked to read and acknowledge the mandatory CSF risk warning and disclosure documents. Once you’ve done that, you can view the details of the offer such as the minimum investment amount, share price, and terms. From there, you decide how much to invest and complete your application through the Birchal platform.

Whether a self-managed super fund (SMSF) can invest in crowd-sourced funding (CSF) offers depends on the fund’s compliance with superannuation law, as well as the SMSF’s trust deed and investment strategy. You should always seek independent financial and legal advice before making any investment decision on behalf of your SMSF.

If an SMSF does invest in a CSF offer:

• The trustee is recorded as the legal owner of the shares.
• The SMSF is recorded as the beneficial owner.
• This is usually expressed as:
  • [Individual Trustee Name] ATF [SMSF Name], or
  • [Corporate Trustee Name Pty Ltd] ATF [SMSF Name].

The trustee (or a director of the corporate trustee) is the person authorised to make the application on behalf of the SMSF.

When completing an investment application on the Birchal platform:

• Select “Trust” as the investment entity type.
• Choose the appropriate trustee type (individual or corporate).
• Enter the trustee’s details as the legal owner and the SMSF’s details as the beneficial owner in the format above.
• Only the trustee, or a director of the corporate trustee, can complete the application.

Once the company issues your shares to you, the following will happen:

1. The company will issue you are share certificate as legal evidence of your ownership of the shares; and
2. Your name will be recorded in the company's "share register" as the owner of the shares.

Companies that have made a CSF offer will typically engage an online share registry to manage their share register.

Your share certificate will be issued via the company or the share registry directly (not Birchal).

The company or the share registry will notify you via email when your shares have been issued with instructions on how to access your share certificate.

Please ensure you routinely check your spam/junk folder as emails from share registries may land in there.

You will need to create an account with the share registry to access your share certificate. You can also easily access the share registry and your share certificate via your Birchal Account.

It depends! When you make an investment under a CSF offer, you should consider this a "medium to long-term" investment. You are purchasing shares in an unlisted company and these are generally considered 'Illiquid' - they not traded on a public exchange like the ASX and so you may not be able to easily transfer the shares or sell them when you want to.
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Many companies that make a CSF offer are new, early stage or rapidly growing ventures. Companies in the early stages of the business usually have many years of hard work ahead of them in order to grow the business and execute on its strategy. This is what your investment money will be spent on.
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There may be various events or ways for you to receive a return on your investment. For example:

• the company undertakes an IPO and lists on a securities exchange
• the company undertakes an exit event, like a sale of the company
• you transfer your shares to a third party and a price for the shares is agreed
• the company declares dividends
• the company undertakes a share-buy back
• the company participates in a trade facility, like Birchal Trade

At this early stage, it is not likely to be reasonable for a company to predict when one of these options might eventuate or what that the return on investment might be (if any).
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We recommend you read the company's constitution and CSF offer document carefully to satisfy yourself of the investment opportunity and associated risks. You should also review additional company material and attend their webinar.
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If you are unsure, we recommend you seek independent financial, legal or other professional advice.

The crowd-sourced funding (CSF) offer document is a regulated disclosure document. This means all companies seeking to raise funds under the CSF regime must prepare a CSF offer document & publish it on a CSF platform.
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The offer document is intended to give potential investors enough information to make an assessment on whether or not to invest in the company.
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The offer document must include the following key information:

• description of the business, business model and business strategy
• financial statements for the last financial year prepared in accordance with accounting standards
• directors and senior managers and other key team members
• corporate structure
• capital structure, including a description of all securities issued before and after the CSF offer
• proposed use of funds raised under the CSF offer
• key terms of the offer, including the minimum and maximum subscription amount
• key risks facing the business
• a description of the rights associated with the shares and the company's corporate governance obligations
• a description of investor rights, including information about cooling-off rights and the communication facility for the offer
• other relevant information

You must read the CSF offer document before you participate in the CSF offer and make an investment application. Please seek independent legal, financial or other professional advice if you need it.

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For the purposes of the CSF regime, your status as a "retail client" or "wholesale client" will determine how much you can invest in a CSF offer. The terms "retail client" and "wholesale client" are defined in the Corporations Act.
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A "retail client" can invest up to (and including) AUD$10,000 per company per year.
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A "wholesale client" can invest over AUD$10,000 (or any amount) in a company. To be eligible to invest as a "wholesale client", you will need to provide Birchal with evidence of your "wholesale client" status at the time of your investment application.
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To evidence your "wholesale client" status, we typically require an accountant's certificate. The accountant's certificate must have been prepared within 6 months of the date of your investment application by a qualified accountant who can certify that you:

• have net assets of at least AUD$2.5 million; or
• have a gross income for each of the last 2 financial years of at least AUD$250,000.

Most accountants will be familiar with these certificates. A template is available for download here - you can provide this to to your accountant to assist them with preparation of the certificate.

A qualified accountant in Australia must belong to one of the below professional bodies:

• Chartered Accountants Australia and New Zealand (CA, ACA and FCA);
• CPA Australia (CPA and FCPA); or
• Institute of Public Accountants (IPA).

A qualified accountant overseas must belong to an eligible foreign professional body.

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For more information, please see here for ASIC's guidance on certificates issued by a qualified accountant here.