Lawyer NSW
Lawyers for Capital Raising
Our capital raising lawyers guide Sydney businesses through startup funding, structuring deals and drafting investment documents while ensuring full compliance with the Corporations Act and ASIC guidelines.
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What Is A Capital Raising Lawyer, And When Do You Need One?
A capital raising lawyer advises businesses on the legal side of raising money from investors. If you are a founder, director, or business owner in Sydney issuing shares, signing term sheets, or running a funding round, a lawyer can help guide you through the legal complexities of startup funding.
At Lazarus Legal, our lawyers for capital raising regularly assist with the following scenarios:
You're drafting or reviewing a term sheet
You're issuing shares or convertible notes
You're raising a seed or Series A round
You need to stay ASIC compliant
Your cap table needs cleaning up
An investor wants board seats or control
You're preparing for investor due diligence
You need an NDA before sharing data
Why Choose Lazarus Legal's Lawyers for Capital Raising
When choosing a lawyer to guide your raise, three things matter most: proven fundraising experience, pricing you can plan around, and a firm that knows the local regulatory landscape and the people in it.
- 40 Years of Fundraising Experience. With decades advising businesses, our team has structured and documented funding rounds across startups, scale-ups and established companies, so we know how to anticipate the issues that commonly trip founders up.
- Transparent, Predictable Pricing. We offer fixed-fee arrangements for scoped work like term sheets and subscription agreements, with the cost agreed before we start, so you can budget your raise with confidence.
- NSW Compliance and Network Access. We keep your raise compliant with the Corporations Act and ASIC requirements, and connect you with the investors, accountants and advisers in our network who can help your round succeed.
How We Help With Startup Funding
A successful raise comes down to four core areas of legal work. Here is how our capital raising lawyers handle each one.
Regulatory Compliance
We make sure your raise complies with the Corporations Act and ASIC fundraising requirements, including rules around disclosure, sophisticated investors and how you can promote the offer, protecting you from the risk of illegal advertising or an unregistered securities offering that could derail the round or expose you to penalties.
Deal Structuring
We help you decide whether equity, debt or a hybrid such as a convertible note best suits your growth plans, structuring share classes and equity allocations so the deal funds your business today without compromising your control or future rounds.
Drafting Investment Documents
We draft and review the critical paperwork, including term sheets, shareholders' agreements, subscription agreements and information memorandums, making sure the terms reflect what you actually agreed and do not leave you exposed to unfavourable obligations.
Due Diligence Support
We prepare your business to withstand investor scrutiny by organising your legal data room, identifying risks early and addressing internal liabilities, reducing the chance of a deal stalling or the valuation being knocked down once investors start digging.
Capital Raising Documents We Draft and Review
A capital raise runs on its paperwork, and each document does a specific job and carries its own risks if it is poorly drafted or rushed. These are the key documents our lawyers prepare and review for you.
| Document | What It Does | Risks We Review |
|---|---|---|
| Term Sheet / HOA / NBIO | Sets out the headline terms of the deal, such as valuation, investment amount and key conditions, before full documents are drafted | Whether "non-binding" clauses like exclusivity or confidentiality actually bind you, and whether vague terms will cause problems in the final agreements |
| Share Subscription Agreement | Governs how investors apply for, pay for and receive their shares, including conditions, warranties and completion steps | Overly broad warranties that leave you exposed, and unclear conditions that could delay or collapse completion |
| Shareholders' Agreement | Regulates the relationship between shareholders: voting rights, board control, share transfers, drag and tag-along rights | Weak founder protections or one-sided investor rights that could quietly erode your control and decision-making power |
| Convertible Note | A loan that converts into equity at a later round, often with a discount or valuation cap | Conversion terms, caps and maturity dates that could trigger unexpected dilution or a debt repayment you cannot meet |
| SAFE Agreement | A simpler agreement giving investors the right to future equity without a fixed repayment date | How the future equity converts, and whether stacking multiple SAFEs will dilute founders more than expected |
| NDA (Mutual or One-Sided) | Protects confidential information, IP and commercial plans shared with prospective investors | Gaps that could leave sensitive data, customer lists or technology unprotected if a deal falls through |
| Information Memorandum | Presents the business and the offer to prospective investors in a structured document | Inaccurate, misleading or incomplete statements that could breach the Corporations Act and expose you to liability |
Meet Your Lawyers for Capital Raising
CEO, Notary Public
Practising since 1975 and admitted in NSW since 1991, Barry brings over 50 years across private practice, business ownership and in-house counsel roles, giving founders capital raising advice grounded in how deals really play out.
Director, Principal Solicitor
Admitted in NSW and the UK and called to the NSW Bar, Mark draws on more than 20 years advising startups and founders to negotiate term sheets and structure rounds that protect founder control.
Associate Lawyer
Drawing from her experience as fund manager and compliance officer, Chen advises on venture capital deals, M&A and business structuring, bringing an investor’s perspective to every raise.
What Businesses Say About Lazarus Legal
James Burnett
“We used Lazarus Legal for a capital raise and some related corporate work, and they were excellent from start to finish. Straight-talking, responsive, and commercially minded — exactly what you want in a lawyer. They kept things moving, explained the options clearly, and made what could have been a drawn-out process quick and stress-free. Highly recommend.”
Andrew Wilson
“Lazarus Legal really do get the startup scene, where your business needs legal as a protector and an enabler to moving quickly, and not a handbrake. Being proactive, attentive, and well-connected also helps when you’re navigating complexity across multiple legal domains. Thoroughly recommend Lazarus Legal if you’re in the startup space and want someone who can help you in your growth.”
- Term sheets are a terrible place to wing it
Let's Get Your Capital Raise Right From The Start
- (02) 8644 6000
- info@lazaruslegal.com.au
- 1/422 Oxford St, Bondi Junction NSW 2022
- 5/133 Wakefield Street Adelaide SA 5000
- 1/14 Fremantle Street Burleigh Heads QLD 4220
Our Capital Raising Lawyers Answer Your Questions
What is capital raising?
Capital raising is the process of securing funding for your business by offering investors something in return, usually equity (shares), debt (such as a loan or convertible note), or a hybrid of the two. Businesses raise capital to start up, grow, hire, or fund a specific project. In Australia, how you raise and who you raise from is regulated by the Corporations Act 2001 (Cth), which sets out when you need a disclosure document and when an exemption applies.
How do I get funding for a startup?
Most startups raise capital through a sequence of stages: bootstrapping, then friends and family, angel investors, and later venture capital across seed and Series A/B rounds. Common instruments include ordinary shares, convertible notes and SAFE agreements.
The practical steps are to decide how much you need and at what valuation, choose the right instrument, prepare your pitch and financials, complete due diligence, and document the deal through term sheets, subscription agreements and a shareholders’ agreement. Getting the legal structure right early keeps your cap table clean and makes future rounds far easier.
What is the downside of crowdfunding?
Equity crowd-sourced funding (CSF) lets eligible companies raise from many small investors through a licensed online platform, but it has real trade-offs. Retail investors are capped at $10,000 per company in any 12-month period and have a cooling-off period, and the platform operator must hold an Australian Financial Services licence, which adds cost and gatekeeping.
You also take on a large number of small shareholders, which can complicate your cap table and future raises, and CSF brings ongoing reporting, audit and governance obligations. Under the current regime, only fully paid ordinary shares can be offered, so the structure is relatively inflexible.
How much do lawyers charge for capital raising documents?
As a rough guide, individual capital raising documents in Australia typically range from around $1,000 to $3,000 plus GST each on a fixed-fee basis, with full round advisory costing more depending on complexity.
At Lazarus Legal, term sheets generally range from $1,000 to $2,000, while convertible notes and SAFE agreements start at $1,500. For a complete raise, you are welcome to contact us about our capital raising advisory services and we can provide a price estimate based on your specific round.
What is the 20/12 rule in Australia?
The 20/12 rule, also called the small scale offering exemption, comes from section 708(1) of the Corporations Act 2001 (Cth). It lets a company raise capital without a disclosure document such as a prospectus, provided that, in any rolling 12-month period, it issues securities to no more than 20 investors and raises no more than $2 million. The offers must be personal offers; advertising offers that rely on this exemption is generally prohibited. Issues made under other exemptions, such as to sophisticated investors, do not count towards these limits.
Principal Solicitor, Director, Lazarus Legal
Mark Lazarus is a Director at Lazarus Legal and a lawyer admitted in NSW and England and Wales, with more than 20 years across private practice, the bar, and in-house legal director roles. He works closely with startups and founders on the legal side of growth, from term sheets and convertible notes to structuring funding rounds that keep founders in control. A mentor with the Macquarie University Incubator, Mark spends much of his time in the startup ecosystem and brings that founder-first perspective to every capital raise he advises on.
Page Published: 29 May 2026