Information Memorandum Template: What To Include In Australia

Getting investor interest or selling part (or all) of your business often starts with a clear, compelling and legally sound Information Memorandum (IM). If you’re a small business owner in Australia, an IM template can help you move quickly - but it still needs to be tailored to your deal, your numbers and the laws that apply.

In this guide, we’ll explain what an Information Memorandum is, when you need one, what to include, and the legal risks to watch out for. We’ll also share a practical, step-by-step process for assembling an IM that builds trust and protects your position.

If you’re short on time, don’t stress - with the right structure and a little guidance, you can produce an IM that helps investors understand your offer and moves conversations forward.

What Is An Information Memorandum?

An Information Memorandum is a structured document you share with potential investors or buyers that outlines your business, the opportunity, the terms of the offer and the key risks. Think of it as your “one source of truth” for due diligence at the early stage of a capital raise or sale process.

Unlike a glossy pitch deck, an IM goes deeper. It typically covers your market, business model, traction, financials, team, legal structure, use of funds, risks and the deal terms. It’s not a prospectus - it’s usually used for private offers to a limited audience.

Because readers rely on your IM to make decisions, accuracy matters. Misleading or incomplete information can damage your credibility and expose you to legal claims. We’ll cover those risks below.

When Do Australian Small Businesses Use An IM?

Most small businesses use an Information Memorandum when they are:

• Raising capital privately from a small pool of investors (for example, a seed, pre-Series A or growth round).
• Inviting strategic investors, high net worth or “sophisticated” investors to participate on specific terms.
• Selling shares in the company (a partial or full exit), or preparing for a business sale process.
• Exploring debt or hybrid financing and need to set out the business case and deal structure.

If you plan to raise funds without a full prospectus, your offer will need to fit within exemptions under the Corporations Act. It’s worth understanding how Section 708 works for private offers, and when investors may qualify as sophisticated investors or professional investors.

What Should An Information Memorandum Include?

Every business is different, but most effective IMs follow a similar structure. Use the checklist below to shape your template, then tailor each section to your business and deal.

1) Executive Summary

• One page that explains the opportunity in plain English: what you do, why now, how you make money and what you’re offering.
• Include a concise “ask” (e.g. amount to be raised, security type, proposed valuation or pricing, and use of funds).

2) The Offer

• Describe the securities offered (ordinary shares, preference shares, notes or other instruments) and key terms.
• Outline minimum investment amount, round size, pre/post-money assumptions and any conditions precedent.
• If relevant, summarise rights (dividends, liquidation preferences, anti-dilution, information rights) and board/observer terms.

3) Business Overview

• Mission, history and milestones to date.
• Products/services, pricing and unit economics.
• Business model, go-to-market, partnerships and channels.

4) Market & Competitive Landscape

• Size of the addressable market and growth drivers.
• Competitor mapping (direct and indirect) and your competitive advantages.
• Customer segments and traction (e.g. revenue growth, retention, pipeline, key contracts).

5) Team & Governance

• Founders and key management bios, relevant experience and roles.
• Board composition and advisors (if any).
• Company structure and cap table summary (high level).

6) Financial Information

• Historic financials (at least the past 2-3 years or since inception), including revenue and key cost lines.
• Forecasts and assumptions (typically 12-36 months), cash runway and break-even outlook.
• Key performance indicators (e.g. CAC, LTV, gross margin), with short explanations.

7) Use Of Funds

• Where you will allocate capital (e.g. product development, hiring, marketing, working capital).
• Milestones you expect to achieve with this raise.

8) Legal & Compliance Snapshot

• Business structure, key licences or permits and status (registered, pending, not required).
• Intellectual property owned or licensed (registers, applications, assignments, and any gaps).
• Material contracts (top customers, suppliers, leases) and any change-of-control clauses.

9) Risks

• Honest, balanced disclosure of commercial, operational, financial, legal and regulatory risks.
• Mitigations you’re taking - investors value transparency and a realistic plan.

10) Appendices & References

• Glossary, technical diagrams, more detailed financial tables, and references for market data.
• Consider linking a secure data room for deeper due diligence (with controlled access).

Include Clear Disclaimers

Every IM should include clear disclaimers and limitations on reliance. A tailored Information Memorandum Disclaimer sets expectations about the nature of the information, forward-looking statements, liability limits and who the document is intended for.

Template vs Tailored: What’s The Right Approach?

A solid template saves time and ensures you don’t miss key sections. That said, the impact - and the legal safety - comes from tailoring.

Here’s how to get the best of both worlds:

• Start with a structured template to outline sections and headings.
• Replace generic filler with specific, verifiable data about your business, customers and market.
• Customise your risk disclosures so they genuinely reflect your business model and stage.
• Align the offer terms with the documents you’ll actually ask investors to sign, such as a Share Subscription Agreement, a term sheet, a SAFE note or other instruments.

If you’re preparing an IM for a potential sale of the business, you’ll want consistency between the IM and any Share Sale Agreement (or, if selling assets, the asset sale terms). This is also the stage where structured legal due diligence can surface issues early, before buyers do.

Legal Risks: What Should Your IM Avoid?

Even with the best intentions, IMs can drift into risky territory. Keep these legal guardrails in mind as you draft.

1) Don’t Mislead Or Omit Key Facts

Australian Consumer Law (ACL) prohibits misleading or deceptive conduct. That principle applies beyond consumer advertising - if your IM paints an inaccurate picture or leaves out critical facts, you may be exposed. Review your claims against the ACL’s general rule in section 18 and ensure you can back up statements with evidence. It’s also worth reading about the elements of misleading or deceptive conduct in practice.

2) Respect Fundraising Exemptions

If your offer is made without a prospectus, it should fall within an exemption (e.g. small-scale offerings, sophisticated/professional investors). Align your process and IM wording with Section 708, and be careful not to publicly advertise an offer that’s intended to be private.

3) Use Confidentiality Protections

Before you send an IM, consider having recipients sign a Non-Disclosure Agreement. This helps you share financials, customer metrics and IP information with less risk, and sets expectations about who can see the document and how it can be used.

4) Protect Personal Information

If your IM or data room includes any personal information (for example, identifiable customer testimonials or employee details), ensure you handle it in line with the Privacy Act and your Privacy Policy. Where possible, aggregate or anonymise data and remove sensitive personal details.

5) Align Your IM With The Final Docs

If your IM describes rights or protections to investors (or warranties to buyers), make sure the definitive documents reflect those terms. Mismatches between the IM and the final agreements are a common source of friction late in the process.

6) Add A Robust Disclaimer

Include a tailored Information Memorandum Disclaimer that limits reliance, clarifies forward-looking statements and restricts distribution. This won’t cure misleading conduct, but it does help set clear boundaries.

How To Create An Information Memorandum: Step-By-Step

Here’s a practical workflow you can follow to create an IM that’s clear, consistent and compliant.

Step 1: Define The Offer And The Audience

Decide what you’re offering (equity, notes, hybrid), the round size and the proposed valuation or pricing. Identify who will receive the IM (e.g. sophisticated investors, strategic partners, or buyers) and confirm that your approach fits within the private offer exemptions under the Corporations Act.

Step 2: Map Your IM Structure (Template Outline)

Use the checklist above to outline your sections. Create a simple table of contents and placeholders for each part. If you’re preparing a sale IM, include a section on assets included/excluded, key contracts and employees.

Step 3: Gather Data And Evidence

Work with your finance lead and advisors to compile historical financials, forecasts and assumptions. Gather market research sources, customer metrics, major contracts and proof points. If you cite numbers in the IM, keep the underlying documents in a secure data room so you can support your claims during due diligence.

Step 4: Draft In Plain English

Write clearly and keep jargon to a minimum. Investors read a lot - concise, well-structured writing helps your message land. Avoid hype; let the numbers and traction speak. Where you include forward-looking statements, explain the assumptions behind them.

Step 5: Add Balanced Risk Disclosures

List the main risks that could impact your plan (e.g. customer concentration, regulatory changes, supply chain, key person). Explain how you’re mitigating them. Balanced risk sections build credibility and can reduce future disputes.

Step 6: Insert Your Disclaimer And Confidentiality Notice

Include a front-page confidentiality notice and a tailored Information Memorandum Disclaimer. If you’re using an NDA, reference it on the cover page and in your distribution email.

Step 7: Legal Review For Accuracy And Compliance

Have a lawyer review the IM for accuracy, risk disclosures and consistency with the Corporations Act exemptions and the ACL. If you’re running a sale process, align the IM with the proposed deal structure and any change-of-control impacts in material contracts.

Step 8: Align With Your Term Sheet And Deal Docs

Make sure the IM, your term sheet and your definitive agreements say the same thing. For a capital raise, that’s usually the term sheet and the Share Subscription Agreement (or a SAFE note). For a business sale, it’s your Share Sale Agreement or asset sale contract. Inconsistencies slow deals down and can undermine trust.

Step 9: Prepare Your Distribution Plan

Decide who gets the IM and how it’s tracked. Keep a register of recipients, require NDA signatures where appropriate, and control access to your data room. Avoid mass emails or public posts for private offers.

Step 10: Refresh Regularly

If your process takes months, keep the IM current. Update financials, traction and any deal term changes. Version control matters - label documents clearly so everyone is working from the latest copy.

Frequently Asked Questions About IM Templates

Do I Need A Lawyer To Draft An IM?

You can draft an IM yourself using a solid template, but a legal review is smart. A lawyer can check risk disclosures, ensure you’re not making prohibited offers, and align your IM with your deal documents. This is especially helpful if you’re new to fundraising or sale processes, or if your business has regulatory complexity. If you’re planning a raise, a short chat about capital raising can help you set the right path early.

Can I Reuse The Same IM For Different Investors?

Yes, but tailor it as needed. Some investors may want more technical detail or deeper financials. Keep the core IM consistent and supplement with appendices rather than creating conflicting versions.

Is An IM Legally Binding?

Generally, no - an IM describes the opportunity and proposed terms, but the binding terms sit in your signed agreements (for example, a Share Subscription Agreement or sale contract). Your disclaimer should make this clear.

What If My Forecasts Don’t Eventuate?

Forecasts are inherently uncertain. This is why disclaimers and balanced risk disclosures matter. Present your assumptions clearly and avoid over-promising. Provide scenario ranges where helpful, and ensure your forward-looking statements are reasonable based on available data.

Can I Include Customer Names And Case Studies?

With permission, yes. If you include identifiable customer information, handle it in line with your Privacy Policy and confidentiality obligations. When in doubt, anonymise.

Key Takeaways

• An Information Memorandum is your detailed, early-stage deal document - it explains your business, the opportunity, the terms and the risks.
• A template is a great starting point, but the power is in tailoring: specific data, balanced risks, and terms that match your final agreements.
• Stay within Australia’s private offer rules (e.g. Section 708) and avoid misleading or deceptive statements under the ACL.
• Use confidentiality tools like a Non-Disclosure Agreement, manage your data room carefully and include a robust Information Memorandum Disclaimer.
• Align your IM with your term sheet and definitive documents, such as a Share Subscription Agreement or sale agreement, to avoid inconsistencies that slow deals down.
• A short legal review can help you avoid common pitfalls and present a professional, investor-ready IM.

If you’d like a consultation on preparing an Information Memorandum for your Australian business, you can reach us at 1800 730 617 or team@sprintlaw.com.au for a free, no-obligations chat.