Australian Venture Capital Fund of Funds (AFOF)

The Australian Venture Capital Fund of Funds (AFOF) program encourages investment in a portfolio of early stage venture capital limited partnerships (ESVCLPs) and venture capital limited partnerships (VCLPs). It offers tax incentives and provides diversification and flexibility for the fund and its investors.
Application detail:

You can apply at any time.

What do you get?

Partnership registration to get tax incentives and other benefits for both fund managers and investors for investment in a portfolio of registered venture capital partnerships.

Who is this for?

Fund managers of a new partnership seeking to invest in a portfolio of ESVCLPs and VCLPs.


The AFOF program provides a structure that encourages investment in a portfolio of registered ESVCLPs and VCLPs.

An AFOF can also invest in eligible direct investments of those funds.

Fund managers can apply to Innovation and Science Australia to register a partnership as an AFOF.

The Department of Industry, Science, Energy and Resources and the Australian Taxation Office (ATO) jointly administer the program on behalf of the Australian Government.

How it works

An AFOF must be a new partnership rather than a restructured existing partnership.

Applicants must apply to Innovation and Science Australia for registration under the Venture Capital Act 2002. Innovation and Science Australia has delegated its decision-making powers for AFOFs to authorised delegates.

A delegate will register a partnership as an AFOF if it meets certain eligibility criteria.

Investments must be made in accordance with the VCA and ITAA 1997 [Subdivision 118-F]. The only debt interests an AFOF may hold are permitted loans.

An AFOF must meet ongoing registration and reporting requirements under the VCA to maintain its registration.

Registration may be revoked if a partnership contravenes the legislation.

Investors benefit from the AFOF's flow-through tax status. The fund itself is not taxed and the income flows through to investors. This avoids double taxation.

Eligible foreign investors do not pay capital gains tax on their share of returns the AFOF makes from eligible venture capital investments .

The general partner's (often also the fund manager's) interests are taken to be held on the capital account, rather than the revenue account.

The extent of the tax benefits depend on a number of factors.

AFOF participants should seek their own professional taxation advice.

For tax concession enquiries, contact the ATO on:


What are the eligibility criteria?

You can apply to register if:

  • you are a limited partnership or incorporated limited partnership established in Australia
  • each general partner is an Australian resident

You can't establish an AFOF by restructuring an existing partnership. This program is for new partnerships only.

In addition, you must have a partnership agreement that:

  • requires the partnership to remain in existence for between 5 and 20 years
  • requires partners to contribute their capital as and when required under the agreement
  • prohibits the addition of new partners except as provided for in the agreement
  • prohibits increases in committed capital except as provided for in the agreement
  • confers on the general partner the right to require partners to contribute their committed capital to the partnership
  • includes a plan outlining its intended investment activities

There is no minimum capital requirement for full registration as an AFOF. However, the general partner must advise that the fund has sufficient capital to begin its investment program.

All information should be read in conjunction with the relevant legislation:


How do you apply?

If you would like to apply for registration as an AFOF, submit a complete application to Innovation and Science Australia.

You’ll need to include the following documents.

  • A completed AFOF application form.
  • A certificate of registration as a limited partnership or an incorporated limited partnership. This is issued by the relevant state or territory government authority.
  • A certificate of registration if the general partner is a venture capital management partnership.
  • An investment plan that is included in the signed partnership deed.
  • A signed limited partnership deed (including the investment plan) that satisfies the requirements set out under eligibility criteria.
  • The partnership's information memorandum or any public offer documents.
  • Signed individual subscription deeds.
  • CVs and time commitments of the key people active in the partnership.

To request a copy of the application form, email

For assistance with the application form contact us.

Delegates have 60 days after receiving a complete registration application to decide whether to grant or refuse the application. Delegates can also extend the decision timeframe for a further 60 days if they need to.

If the application is incomplete it will not be considered. The 60 day timeframe does not start until all information and documents are received.

The department will advise the applicant of the delegate's decision.

Generally, the delegates will grant registration if your partnership meets the eligibility criteria.

Need help?

Let us answer your question via phone, email or live chat. And if we can't help, we'll put you in touch with someone who can.

  • Phone:
  • Open Hours:
    Monday – Friday, 8am – 8pm across Australia
  • Website:

Guides, information papers and statement

Information Paper – Approved forms

pdf · 0.31 MB DOCX · 0.07 MB

Information Paper – A partnership's committed capital

pdf · 0.39 MB docx · 0.06 MB

Information Paper – Extension of application timeframe

pdf · 0.63 MB docx · 0.07 MB

Information Paper – Registered partnership’s failure to report

pdf · 0.72 MB docx · 0.07 MB

Expectation and compliance statement

pdf · 0.25 MB docx · 0.05 MB