Schedule 1 offers


Schedule 1 of the FMC Act sets out a series of statutory exclusions where lighter compliance paths are appropriate. These include exclusions that are due to:

  • The circumstances of the offer (e.g, an offer through a licensed crowd funding platform)
  • The circumstances of the investor (e.g, an offer to a wholesale investor)
  • The circumstances of the issuer (e.g, an offer by a registered bank)

Depending on the exclusion, limited or no disclosure may be required and other requirements such as the following may be required:

  • A prominent warning statement. You can make minor changes to the prescribed wording of the warning statement if it contains particular information that does not apply or otherwise needs to be added to or modified to ensure it’s not false, misleading or confusing (see Regulation 9).
  • A document containing key information and terms of  the offer
  • Access to annual reports and financial statements
  • A limited disclosure document  lodged with the Registrar that complies with specific requirements as if the offer was a regulated offer
  • Ongoing disclosure duties

There is also a requirement to notify FMA if you are using the small offers exclusion. Notifications must be made within 1 month of the end of the accounting period in which the offer is made. There is no need to notify us if you intend to raise capital using any of the other exclusions.

  • Notify FMA that you are relying on the small offers exclusion by emailing us

Our Schedule 1 offers table, summarises the circumstances where the disclosure exclusions in Part 1 of Schedule 1 are available and what the associated limited disclosure and other requirements (if any) are for each exclusion. 

Offers under Schedule 1 also do not trigger the ongoing financial reporting obligations in Part 7 of the FMC Act.

Failure to comply with the Schedule 1 exclusion limited disclosure and other requirements in the FMC Regulations may incur civil liability consequences. However, your offer won't be invalidated, and the financial products offered won't be invalid, void or voidable.

More information

  • See our FAQs for specific questions on Schedule 1 offers.