The CSF offer document is intended to give potential investors enough information to make an assessment on whether or not to invest in the company.
It includes information such as:
- The business — who are you and what do you do
- The business model and strategy — how the business makes money and what its plans are for the future
- The directors and senior management — who are the key people running the business
- The industry — your competitors and the nature of the industry in which you operate
- The financial statements and management commentary on the company's financial position
- The company's corporate structure — whether you have subsidiaries and/or other group companies
- The capital structure of the company — number of shares, options, ESOPs, SAFE notes, convertible notes etc on issue
- The specifics of the CSF offer — the number of shares you are offering and your share price
- How you intend to use the funds and how it ties to your business strategy
- The main risks facing your business
- Any other relevant information
Keep it short & simple! Anyone should be able to pick up your document and understand who you are, what you do & why you're raising funds.
Why do you have to prepare and how to prepare the CSF offer document?
The CSF offer document is a regulated disclosure document. This means its content is regulated by the Corporations Act 2001 (Cth). The Corporations Act requires all companies looking to raise funds under the CSF regime prepare a CSF offer document and publish it on a CSF intermediary's platform.
How do investors access my CSF offer document? Is it available to the public?
The offer document will be uploaded to your Birchal investment page during the offer campaign, which happens after your EOI campaign. All potential investors who are logged in to the Birchal platform are able to view the CSF offer document. This means all members of the public can view your offer document (provided they have created a Birchal account and are signed in). Here is an example of an investment page: www.birchal.com/company/birchal/invest
Birchal's CSF Offer Document template and guidance
The Birchal CSF offer document template includes the mandatory document structure, minimum content requirements, guidance extracted from ASIC's Regulatory Guide RG261: Guide for companies, as well as best practice guidance, tips & insights.
Please use the Birchal CSF Offer Document template as your base document. Read it carefully. It contains guidance to help you complete each section, mandatory document structure, minimum content requirements, guidance extracted from ASIC's Regulatory Guide RG261: Guide for companies, as well as best practice guidance, tips & insights. Our template & guidance is updated on an ongoing basis as the law & best practice evolve.If you copy the offer document examples instead of the template, you risk significant revision to your offer document draft.
Access Canva Template Offer Document here.
Access Word Docx Template Offer Document here.
Use these examples with care
These CSF offer document examples (presented in no particular order) are provided as a guide to help you prepare your own. CSF offer document examples as inspiration only - copyright is retained by the owner. No two companies are the same - a company's structure, business model, operations, terms of offer and many other factors will be unique to them - so avoid copy/pasting from another document into your own. Please use the Birchal CSF Offer Document template linked above as your base document.
Cyclion (undesigned)
Birchal 2.0 (undesigned)
2024 update on designed Offer documents
We no longer recommend companies have the Offer Document designed - it adds unnecessary cost, time and error. A simple PDF of the template is sufficient - we did this in our most recent CSF offer and it was well received.
Timing
We recommend giving yourself 3-4 weeks to finalise the CSF offer document.
You should aim to have the document complete (and reviewed by Birchal) in the last week of your EOI campaign - that way you can seek feedback from key EOIs and have meaningful discussions about the offer and your valuation.
Best practice tips
- Use the Birchal CSF offer document template as your base document.
- The offer document must include the "minimum content requirements" — these are prescribed by law and we cover these in the template offer document. Also see ASIC's RG261 linked in th key resources below.
- Keep it short and simple - the document must be "clear, concise & effective"
- Use diagrams, graphics and tables to help readers digest the information.
- Keep it factual. Ensure you have evidence to support your statements. The document must not be misleading or deceptive.
- The company's directors are liable for the contents of the offer document.
- Don't leave out information because it might show the business in a bad light. The document can be considered misleading by exclusion of information as well.
- Include footnotes with source references for any externally sourced data/facts/statistics.
- Be careful of statements describing yourself as "Australia's-first", "world-first", "unique", "the leading", "the only", unless you are able to substantiate the claims.
- Avoid comparison statements such as "the Uber of X", the "AirBnB of Y", "the next Facebook" etc.
- Be mindful of speculative statements. These can also be considered misleading. E.g. statements about investor returns, achieving 10x revenue in 5 years time, listing on the ASX in 3 years time or going global before you have sold a product is likely to be considered too speculative.
- Financial forecasts. You can only include prospective financial information if there are "reasonable grounds" for its inclusion (and you state what those reasonable grounds are). ASIC provides specific guidance on what "reasonable grounds" means and it will depend on whether you are a pre-revenue/pre-launch business or whether you have been in business for a while. See ASIC's RG170 referred to below.
- Quoting individuals or including testimonials. There are special rules for including quotes attributed to individuals. If you wish to include a quote, you must obtain the person’s written consent and include a footnote to that effect eg “Individual has provided consent for inclusion of this statement”. This includes quotes attributed to your best customers, the directors or even Hippocrates (might be a bit hard to get Hippocrates' consent).
- Be mindful or using third party copyrighted images, logos etc.
- Try to keep the offer document under 40 pages. Keep it short and sharp!
- Keep your designed version under 20mb (ideally under 10mb so for quick download time).
