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Tax incentives to encourage investment in a portfolio of registered venture capital partnerships
Australian Venture Capital Fund of Funds (AFOF)
You can apply at any time using the online application form.
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.
About the program
The Australian Fund of Funds (AFOF) program aims to stimulate Australia's venture capital sector. The program:
- helps fund managers attract pooled capital, so they can raise new venture capital funds to invest into innovative Australian businesses
- offers tax benefits to fund managers and eligible foreign investors
- connects investors with innovative Australian businesses
- helps Australian businesses grow by receiving financial support
Fund managers can apply to Innovation and Science Australia to register a partnership as an AFOF.
The Department of Industry, Science 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 (VCA). 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.
An AFOF must meet ongoing registration and reporting requirements under the VCA to maintain its registration.
Once registered both eligible foreign investors and fund managers can claim tax benefits. AFOF tax benefits differ for eligible foreign investors and fund managers.
General partners (often also the fund managers) can claim their carried interest in the AFOF on the capital account, rather than on the revenue account.
The extent of this benefit depends on a number of factors. We have included more detailed information on this tax benefit in the AFOFs Customer Information Guide.
Fund managers seeking to register a partnership should seek professional tax advice.
For tax concession enquiries, contact the ATO on:
- 13 28 66 in Australia
- 61 8 8208 1847 if you are overseas.
Investors benefit from an AFOF's flow-through tax status. The partnership itself is not taxed and the income and gains flow through to investors. This avoids double taxation.
Eligible foreign investors are exempt from income tax on their share of profits (capital or revenue) made by the partnership.
Returns to domestic investors are taxed but losses may be deductible.
The tax benefits for investors depend on a number of factors.
For tax concession enquiries, contact the ATO on:
- 13 28 66 in Australia
- 61 8 8208 1847 if you are overseas.
Investors should also seek their own professional taxation advice.
Eligibility
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:
Applying
How do you apply?
If you would like to apply for registration as an AFOF, complete and submit the online application form.
You’ll need to include the following documents:
- 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 which includes the investment plan and includes the clauses set out below.
- Details of all individual investors and their committed capital. The delegate may request documentary evidence of committed capital.
- The partnership's information memorandum or any public offer documents.
- CVs of the key people active in your partnership.
The partnership deed must include the following clauses (use the wording below):
- Require partners to contribute their committed capital as and when required under the agreement.
- Prohibit the addition of new partners to the partnership except as provided for in the agreement.
- Prohibit increases in the partnership's committed capital except as provided for in the agreement.
- Confer on a general partner the right to require partners to contribute their committed capital to the partnership.
- The partnership must remain in existence for a period not less than 5 years and not more than 20 years from formation of the partnership (this is the date the partnership was registered as a limited partnership or incorporated limited partnership).
The delegate may request further information, documents or evidence relating to the application for registration.
The delegate may grant conditional registration to a partnership that does not meet all the requirements under the VCA.
The partnership must satisfy the delegate that it is likely to meet all the registration requirements within 24 months of conditional registration.
If applying for conditional registration you will need to include a signed basic deed with your long-form partnership deed, if the latter is not signed.
Conditional registration lapses if the partnership is not registered within 24 months.
A conditionally registered AFOF may in certain circumstances make investments. However, it must be fully registered before any tax exemption applies to those investments.
You can’t advertise your AFOF as registered if it is conditionally registered. Any reference to 'registered' should clarify that the registration is conditional.
Funds may wish to use the following statement:
‘The [insert partnership/fund name] is conditionally registered as an Australian Fund of Funds and further conditions will need to be met before being registered as an Australian Fund of Funds.'
Apply for AFOF registration now
Before you apply, make sure you:
- have all documents, including signatures, as required.
The delegate has 60 days after receiving a complete registration application to decide whether to grant or refuse the application. The delegate can also extend its decision timeframe for a further 60 days if it needs 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 delegate will grant registration if your partnership meets the eligibility criteria.
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Other applications
Other applications can be made to Innovation and Science Australia for decisions about ESVCLPs, VCLPs and AFOFs. Including loan repayment extensions or reviewing the application of the location test.
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Information for registered partnerships
Learn how to manage your reporting, maintain your partnership and get support throughout your journey.
Need help?
Let us answer your question over the phone, email or live chat.
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Partnerships, statistics and other help for investors and investees
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Find a list of limited partnerships registered and conditionally registered as AFOFs
List of Australian Venture Capital Fund of Funds -
Find out more about seeking venture capital investment
Pitch for venture capital -
Learn more about investing in Australia's venture capital market
Venture Capital -
Find out about our venture capital statistics
Department of Industry, Science and Resources -
See published statistics and research on the Australian venture capital industry
The Australian Investment Council