What is the Early Stage Venture Capital Limited Partnerships (ESVCLP)?

The Early Stage Venture Capital Limited Partnerships (ESVCLP) is a program to help fund managers and investors to stimulate early stage venture capital investments. Benefits include tax exemptions on an investor’s share of a fund’s income and tax gains.

 

Background

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

Applicants must apply to Innovation and Science Australia’s Innovation Investment Committee (the Committee) for registration under the Venture Capital Act 2002 (VCA).

The Committee will register a partnership as an ESVCLP if it meets certain eligibility criteria.

If registered, an ESVCLP can then make early stage venture capital investments in companies or unit trusts that are at the following stages of development:

  • pre-seed
  • seed
  • startup
  • early expansion

The investments must also meet other criteria and be held for a minimum of 12 months.

An ESVCLP must meet ongoing registration and reporting requirements under the VCA to maintain its registration. Once registered both investors and fund managers can claim tax benefits. ESVCLP tax benefits differ for investors and fund managers.

 

Objectives

The Early Stage Venture Capital Limited Partnership (ESVCLP) program aims to stimulate the early stage venture capital sector in Australia. The program:

  • helps fund managers attract pooled capital, so they can raise new venture capital funds of between $10 million and $200 million to invest in innovative early stage businesses
  • offers tax benefits to fund managers and investors
  • connects investors with early stage businesses
  • helps Australian businesses grow by receiving financial support and guidance from expert advisers

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

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

 

Tax Benefits

For Investors (Australian and Foreign limited partners)

Investors benefit from an ESVCLP’s flow-through tax status. The partnership itself is not taxed and the income and gains flow through to investors. This avoids double taxation.

Investors in an ESVCLP are exempt from tax on their share of:

  • income and gains from eligible early stage venture capital investments
  • income and gains from disposing of eligible venture capital investments

ESVCLPs no longer have to divest an eligible venture capital investment when the investee’s value exceeds $250 million.  The ATO will allow a tax concession based on the ESVCLP’s proportional interest when it does exceed that value.

Limited partners receive a non-refundable carry forward tax offset of up to 10% of the value of their eligible contributions.

For Fund Managers

General partners (often also the fund managers) can claim their carried interest in the ESVCLP on the capital account, rather than on the revenue account.

The extent of this benefit depends on a number of factors.

 

Eligibility

You can apply to register if you are:

  • a new venture capital fund
  • a limited partnership or an incorporated limited partnership
  • established in Australia or a country that has a double tax agreement with Australia

You must have:

  • a general partner (often also the fund manager) who is a resident of either Australia or a country that has a double tax agreement with Australia
  • between $10 million and $200 million in committed capital (although a partnership that doesn’t satisfy this requirement may be eligible for conditional registration)

To contribute more than 30% of the committed capital, an investor must be a:

  • bank
  • life insurance entity
  • widely held super fund
  • widely held foreign venture capital fund of funds

All other investors are not able to contribute more than 30% of the committed capital, without the approval of the Committee.

In addition, you must have a qualifying partnership agreement that:

  • ensures the partnership remains in existence for between 5 and 15 years
  • requires partners to contribute capital when required
  • prohibits adding new partners except as provided for in the agreement
  • prohibits increasing 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

The partnership agreement must also include a plan that:

  • sets out the partnership’s intended investment activities
  • shows that the investment activities focus on making eligible venture capital investments in early stage venture capital businesses

Your partnership must also have access to the skills and resources needed to implement its approved investment plan.

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

 

Timing

Applications open on an ongoing basis.

 

More Information