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Venture Capital Limited Partnership - Application Form
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Venture Capital Limited Partnership - Application Form
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Registration type

Venture Capital Limited Partnership - Application Form
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Type of registration

Select which is relevant to your application
Section 13-5(1) – conditional registration may be granted to a partnership that does not meet all the registration requirements, such as not having at least $10 million committed capital. If you wish to be considered for conditional registration the partnership will need to demonstrate how it will meet the registration requirements. For example a detailed capital raising strategy will be required. Conditional registration may only be considered where the delegate of Innovation and Science Australia is satisfied the partnership will meet the registration requirements of an VCLP within 24 months, after which conditional registration lapses. Section 13-1(1) - VCLP registration is a partnership that meets the registration requirements under s9-1 of the VC Act.
Section 13-1(1A) - ESVCLP registration is a partnership that meets the registration requirements under s9-3 of the VC Act. Section 13-5(1A) – conditional registration may be granted to a partnership that does not meet all the registration requirements, such as not having at least $10 million committed capital.
Are you applying for ESVCLP registration?
Is the partnership conditionally registered?
This is the date the delegate of Innovation and Science Australia conditionally registered the VCLP.
If you wish to be considered for conditional registration the partnership will need to demonstrate how it will be able to meet the registration requirements within 24 months. For example a detailed capital raising strategy will be required. Conditional registration may be granted to a partnership where the legislative requirements have not yet been satisfied (including the $10 million committed capital requirement). Conditional registration may only be considered where the delegate of Innovation and Science Australia is satisfied the partnership will meet the registration requirements of an ESVCLP within 24 months, after which conditional registration lapses.
Are you applying for conditional registration?

Contact for this application

General partner

Venture Capital Limited Partnership - Application Form
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General partner details

Is the general partner a venture capital management partnership?
General partner’s name
General partner's name example: XXX ,VCMP, LP (as per your ILP or LP certificate)
General partner's registration number
General partner's registration number example: ILP000005 (as per your ILP or LP certificate)
Do you have an ABN and/or an ACN?
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Enter your ABN into the Australian Business Number (ABN) field and click the Lookup ABN button to retrieve your registration details from the Australian Business Register (ABR).
Enter your ACN into the Australian Company Number (ACN) field and click the Lookup ACN button to retrieve your registration details from the Australian Business Register (ABR).
If you have Business Names registered, you can select the relevant Business Name. If you have not registered your Business Name, select Other and enter the name into the Other Business Name field.
Is the general partner a resident of Australia?
Does the country have a double tax agreement with Australia?

General partner's registered office address

Is this an Australian or international address?
General partners registered office address in Australia
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General partners registered office address in Australia
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Is the general partner's business address the same as the registered office?

General partner's business address

Is this an Australian or international address?
General partners registered office address in Australia
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General partners registered office address in Australia
This widget uses Google Places. In order to use it you need to comply with the Google Place API Policy.To summarise

Your Terms of Use and Privacy Policy must be publicly available.You must explicitly state in your applications Terms of Use that by using your application, users are bound by Google’s Terms of Service.You must notify users in your Privacy Policy that you are using the Google Maps API(s) and incorporate by reference the Google Privacy Policy.
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Contact name

Attach documentary evidence of the date the venture capital management partnership was established (ILP/LP certificate)
File:
Is the partnership registered as an ESVCLP?
Select one of the following entities
Do you have an ABN and/or an ACN?
You need to create a property called 'ABR Authentication Guid' on the form version in TM and sets its value to the authentication guid you have been assigned to call the ABR. The SmartForms authentication GUID is TM-88JUH-76IK-BNHM-MK09-JOY8766, You can get your own from the ABR.To use this widget, hide the fields you are not interested in. If you dont want to use the ACN Lookup feature, hide the ACN block. There is a read only ACN field in the ABR block that shows up when the Lookup ACN feature is hidden.Once this is done you should hide this note.
Enter your ABN into the Australian Business Number (ABN) field and click the Lookup ABN button to retrieve your registration details from the Australian Business Register (ABR).
Enter your ACN into the Australian Company Number (ACN) field and click the Lookup ACN button to retrieve your registration details from the Australian Business Register (ABR).
If you have Business Names registered, you can select the relevant Business Name. If you have not registered your Business Name, select Other and enter the name into the Other Business Name field.
Is the general partner a resident of Australia?
Does the country have a double tax agreement with Australia?

General partner's registered office address

Is this an Australian or international address?
General partners registered office address in Australia
This widget uses Google Places. In order to use it you need to comply with the Google Place API Policy.To summarise

Your Terms of Use and Privacy Policy must be publicly available.You must explicitly state in your applications Terms of Use that by using your application, users are bound by Google’s Terms of Service.You must notify users in your Privacy Policy that you are using the Google Maps API(s) and incorporate by reference the Google Privacy Policy.
Once you have complied with Google's policy you should hide this note.
General partners registered office address in Australia
This widget uses Google Places. In order to use it you need to comply with the Google Place API Policy.To summarise

Your Terms of Use and Privacy Policy must be publicly available.You must explicitly state in your applications Terms of Use that by using your application, users are bound by Google’s Terms of Service.You must notify users in your Privacy Policy that you are using the Google Maps API(s) and incorporate by reference the Google Privacy Policy.
Once you have complied with Google's policy you should hide this note.
Is the general partner's business address the same as the registered office?

General partner's business address

Is this an Australian or international address?
General partners registered office address in Australia
This widget uses Google Places. In order to use it you need to comply with the Google Place API Policy.To summarise

Your Terms of Use and Privacy Policy must be publicly available.You must explicitly state in your applications Terms of Use that by using your application, users are bound by Google’s Terms of Service.You must notify users in your Privacy Policy that you are using the Google Maps API(s) and incorporate by reference the Google Privacy Policy.
Once you have complied with Google's policy you should hide this note.
General partners registered office address in Australia
This widget uses Google Places. In order to use it you need to comply with the Google Place API Policy.To summarise

Your Terms of Use and Privacy Policy must be publicly available.You must explicitly state in your applications Terms of Use that by using your application, users are bound by Google’s Terms of Service.You must notify users in your Privacy Policy that you are using the Google Maps API(s) and incorporate by reference the Google Privacy Policy.
Once you have complied with Google's policy you should hide this note.

Contact name

Attach documentary evidence of the date the venture capital management partnership was established (ILP/LP certificate)
File:
Is the partnership registered as an ESVCLP?

Details of the VCLP

Venture Capital Limited Partnership - Application Form
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Details of the VCLP

Partnership name
e.g. ABC Ventures, ILP (as per your ILP or LP certificate)
Partnership registration number
e.g. ILP00005 (as per your ILP or LP certificate)
Does the partnership have a double tax agreement with Australia?
Attach documentary evidence of the date the partnership was established. *
For example your ILP/LP certificate
File:
Has the partnership had a previous registration revoked under the VC Act?
Has the Committee revoked any other partnerships registered under the VC Act?

Duration of the partnership

The following questions ask about details of your partnership agreement which must comply with the requirements of the Act.
Will the partnership remain in existence for at least 5 and not more than 15 years?
Specify the relevant clause/s of the partnership agreement that refers to the duration of the partnership.
Clause numbers in the partnership agreement. Ensuring the 5-15 year requirement is from the formation of the partnership.
Date the partnership was formed?
The date on your ILP/LP certificate
Date the partnership will be terminated?
The partnership is to remain in existence for not less than 5 years and not more than 15 years from the formation of the partnership. The formation date is the date on the ILP/LP certificate (date provided above)
The partnership cannot be in existence for more than 15 years from the formation of the partnership. The formation date is the date on the ILP/LP certificate (as you would have provided above)
Are there any additional clauses in the partnership agreement that can cancel or terminate the partnership?
Upload signed partnership deed * If the partnership is applying for conditional registration and the deed is not executed, please ensure a signed interim deed is provided with the partnership deed.
File:
The following questions ask about details of your partnership agreement which must comply with the requirements of the Act.
Clause/s XX of the partnership agreement. Ensuring the 5-15 year requirement is from the formation of the partnership.
Upload signed partnership deed * If the partnership is applying for conditional registration and the deed is not executed, please ensure a signed interim deed is provided with the partnership deed.
File:

Committed capital

The partnership has committed capital of $XX million. Committed capital has the meaning given by s118-445 of the ITAA97. Evidence of committed capital in the form of signed application forms/subscription deeds may be requested by the delegate of Innovation and Science Australia as evidence of committed capital at any time.
Does the VCLP form part of a larger fund? (for example have unit trusts attached).
What is the Fund’s total committed capital (AUD) at the time of application?
Relevant if the VCLP forms part of a larger fund. Has unit trust attached.
What is the amount committed to the VCLP?
If the partnership forms part of a larger fund, ensure the amount is the amount committed to the VCLP
What is the amount committed to the VCLP?
If the partnership forms part of a larger fund, ensure the amount is the amount committed to the VCLP
Upload Capital raising strategy
File:
Where do you plan on sourcing capital from?
Is the general partner committing capital to the partnership?
What is the partnership’s target committed capital (AUD)?
Will the partnership’s committed capital be at least $10 million (at the time of VCLP registration)?

Transfer committed capital

Can the partnership’s committed capital be transferred to other entities?
The delegate of Innovation and Science Australia are required to take into account in deciding whether an investment plan is appropriate whether the partnership’s committed capital can only be used in relation to early stage venture capital, and whether it can be transferred to other entities. As such, the delegate of Innovation and Science Australia will use the answer to this question as a factor for consideration when determining whether an ESVCLP’s investment plan is appropriate.

Partnership investments

Does the partnership hold any investments/permitted loans?
Upload investment/permitted loans documentation * Documentation in the form of a statement that each investment the partnership holds is an eligible venture capital investment in accordance with s118-425 or s118-427 of the ITAA 97 or permitted loan is in accordance with s9-10 of the Venture Capital Act 2002.
File:
Is this investment an eligible venture capital investment or a permitted loan?
Shares, convertible notes (that are equity interests), units or options in Australian businesses with assets of not more than $250 million. The total amount invested is not more than 30 per cent of the VCLP’s committed capital. Cannot invest in businesses where the predominant activity is: property development banking, financing, leasing, factoring, securitisation, insurance, making investments construction. Each investment held is: 1.an eligible venture capital investment under s118-425 of the ITAA97; or 2.an investment in a company, in which the partnership owns one or more eligible venture capital investments, that would have been an eligible venture capital investment but for subsections 118 425(2) and (6) of the ITAA97; or 3.an investment in a unit trust, in which the partnership owns one or more eligible venture capital investments, that would have been an eligible venture capital investment but for subsections 118 427(3) and (7) of the ITAA97.
Type of investment
You need to create a property called 'ABR Authentication Guid' on the form version in TM and sets its value to the authentication guid you have been assigned to call the ABR. The SmartForms authentication GUID is TM-88JUH-76IK-BNHM-MK09-JOY8766, You can get your own from the ABR.To use this widget, hide the fields you are not interested in. If you dont want to use the ACN Lookup feature, hide the ACN block. There is a read only ACN field in the ABR block that shows up when the Lookup ACN feature is hidden.Once this is done you should hide this note.
Enter your ABN into the Australian Business Number (ABN) field and click the Lookup ABN button to retrieve your registration details from the Australian Business Register (ABR).
Enter your ACN into the Australian Company Number (ACN) field and click the Lookup ACN button to retrieve your registration details from the Australian Business Register (ABR).
If you have Business Names registered, you can select the relevant Business Name. If you have not registered your Business Name, select Other and enter the name into the Other Business Name field.
You need to create a property called 'ABR Authentication Guid' on the form version in TM and sets its value to the authentication guid you have been assigned to call the ABR. The SmartForms authentication GUID is TM-88JUH-76IK-BNHM-MK09-JOY8766, You can get your own from the ABR.To use this widget, hide the fields you are not interested in. If you dont want to use the ACN Lookup feature, hide the ACN block. There is a read only ACN field in the ABR block that shows up when the Lookup ACN feature is hidden.Once this is done you should hide this note.
Enter your ABN into the Australian Business Number (ABN) field and click the Lookup ABN button to retrieve your registration details from the Australian Business Register (ABR).
Enter your ACN into the Australian Company Number (ACN) field and click the Lookup ACN button to retrieve your registration details from the Australian Business Register (ABR).
If you have Business Names registered, you can select the relevant Business Name. If you have not registered your Business Name, select Other and enter the name into the Other Business Name field.
A VCLP can only hold a debt interest if it is a permitted loan as defined at s9-10 of the Venture Capital Act. Generally, a VCLP can lend money to a company or unit trust once it holds an eligible venture capital investment in that entity and that investment is at least 10 per cent of the investee. A VCLP may also lend money to a business where it does not hold an investment if the loan is repaid within six months. If there are exceptional circumstances the repayment period may be extended by the delegate of Innovation and Science Australia [s9-10(1)(b), (2) and (3)].
Is there a requirement for repayment of the permitted loan within six months?
Will the investments the partnership holds be in accordance with its approved investment plan?

Limited partners

Venture Capital Limited Partnership - Application Form
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Details of limited partners

Do you have any limited partners?
Instructions for filling in limited partner list:

1.Click on the following link to open the spreadsheet : limited partners spreadsheet 2.Enter details of ALL limited partners of the partnership into the spreadsheet 3.Save the spreadsheet to your local device 4.Click on 'Click to Upload' to upload the spreadsheet from your local device
The file must be an .xlsx and must be less than 20MB in size to be successfully loaded.
Limited partners spreadsheet
File:
The spreadsheet uploaded contains limited partners.

Proportion of committed capital

Will any partner's committed capital exceed 30 % of the partnership’s total committed capital?
Banks, life insurance companies and widely-held complying superannuation funds are exempt from this restriction. A foreign venture capital fund of funds is also allowed to hold more than 30 per cent committed capital in an ESVCLP, provided the fund is widely held and the ultimate investors are eligible foreign investors.
Is that partner an exempt entity under the VC Act?
Specify the exempt entity (including the name)
Section 9-3(5) of the Act, provides entities that are exempt. If a partner does not fit within those entities, the partner of the partnership needs to apply to the Committee under s9-4 of the Act.
Attachment that specifies the entity is exempt.
File:
Is the Partnership requesting an exemption under s9-4 of the Act?
An application for an exemption needs to be lodged with the application. The general partner of the partnership needs to apply to under s9-4 of the Act. The delegate of Innovation and Science Australia determine all applications on a case by case basis. The partner of the partnership will need to apply for an exemption and outline the case that it has for exceeding the 30% limit. The general partner will need to include a strong case for why the ESVCLP will still meet the aims of the Act (noting, it states a 30% rule) and include if the exemption is for a certain period of time.
Upload an application for an exemption
File:

Legislative requirement (Partnership deed, Investment plan, Skills and resources)

Venture Capital Limited Partnership - Application Form
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Investment plan

Does the partnership have an investment plan?
Is the investment plan part of the partnership deed?
The partnership deed must include an investment plan which outlines the partnership’s future intended activities.
Will the partnership only carry on activities that are related to making eligible venture capital investments?
Eligible investments are defined under s118-425 and s118-427 of the ITAA97. For a VCLP investing in an entity (the investee entity), the entity meets the eligible venture capital investment requirements providing it satisfies either investment in a company or investment in a unit trust.
For a VCLP investing in an entity (the investee entity), the entity meets the eligible venture capital investment requirements providing it satisfies either investment in a company or investment in a unit trust.

Details of the investment plan

Note: not all the following questions are mandatory.
Will the partnership’s investment plan focus on making eligible venture capital investments?
Section 13-20 deals with deciding whether an investment plan is appropriate.
Type of investments
Type of investments
How many investments will the partnership make?
For example, the partnership will make 10 – 20 investments.
Amount per investment
For example, the partnership will make investment that range between $500,000 and $1 million.
What are the stages of development of the entities in which the partnership proposes to invest?
Ensure investment plan focusses on early stage. Generally the delegate of Innovation and Science Australia, in the context of the ESVCLP program, considers early stage to be a description of venture capital, which includes investment in businesses at the:
pre-seed,
seed,
startup; and
early expansion stages of development

Documents inviting investment

Are there any documents issued inviting investment in the partnership?
Upload offer documents (information memorandum)
File:

Skills and resources

Does the partnership have access to the skills and resources necessary?
The delegate of Innovation and Science must be satisfied that the partnership has access to the skills and resources necessary to implement, and is reasonably likely to implement, its investment plan.
Key person of

Time commitments of key person

Enter percentages for each stage For example what time commitments and resources does the partnership have in place to manage sourcing initial investments, managing ongoing investments and exiting investments? What percentage of time will the management team commit to the partnership?
What time commitments and resources does the partnership have in place to manage sourcing initial investments, managing ongoing investments and exiting investments?
Relevant qualifications and experience
Provide a summary of the qualifications and experience of each member of the management team.
Upload CV Please upload one document that includes a CV for each key person.
File:
Where will the partnership source investment opportunities from?
If the partnership is a co-investment model, where will the co-investment opportunities originate and how will the partnership manage due diligence, deal flow etc.?
Managing an investment portfolio
Provide details on how the partnership will manage its investment portfolio including how many full time employees and how many investee companies will they manage?
Management fees
Does the partnership have enough committed capital to invest in the likely portfolio of investments suggested in this investment plan along with the amount suggested for management fees? Please ensure committed capital covers all deductions.
Is the general partner or management team involved in any other partnerships registered under the Venture Capital Act?
Provide details and time commitments of how this will be managed in association with this partnership?
Ensure you provide the partnership details and a list of people involved and the time they will commit across all partnerships.

Connected to other entities

Is the partnership's investment plan connected with other plans for investment that, if combined would lead to the partnership exceeding the $200 million limit in committed capital?

Published customer list

Venture Capital Limited Partnership - Application Form
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Please provide the following details as a contact for the VCLP and for publication on the customer list should your application for registration be successful. The department provides lists of partnerships registered under the VC Act on its website at www.business.gov.au. Individuals seeking finance may use these lists to contact partnerships directly.

Name of contact person

Partnership address

Is this an Australian or international address?
General partners registered office address in Australia
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General partners registered office address in Australia
This widget uses Google Places. In order to use it you need to comply with the Google Place API Policy.To summarise

Your Terms of Use and Privacy Policy must be publicly available.You must explicitly state in your applications Terms of Use that by using your application, users are bound by Google’s Terms of Service.You must notify users in your Privacy Policy that you are using the Google Maps API(s) and incorporate by reference the Google Privacy Policy.
Once you have complied with Google's policy you should hide this note.

Declaration

Venture Capital Limited Partnership - Application Form
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This section must be completed by the general partner of the limited partnership which is lodging this application.

The general partner applied for registration.
I declare the application for registration meets the requirements under s11-1 of the VC Act
I declare the partnership will act in accordance with its approved investment plan
Does the applicant have sufficient funds to begin its investment program?
Does the applicant meet the registration requirements of a VCLP as set out in Division 9 of the Venture Capital Act (2002)?
Do you, as the general partner of the applicant, understand that giving false or misleading information is a serious offence.
I, State in relation to:
I, as the general partner of the applicant, have read and or taken advice on the Venture Capital Act (2002), the relevant provisions of the Income Tax Assessment Act 1997, and regulations and legislative instruments made under these statutes. I understand my obligations under these laws; I, as the general partner of the applicant, will provide further information in support of this application if requested; To the best of my knowledge and belief, the information provided in this form is true and correct in all material particulars.

Feedback

Venture Capital Limited Partnership - Application Form
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Comment :

For Official Use Only
Department of Industry, Innovation and Science