How to run an investment syndicate in Australia

The hardest part of running your own investment fund is starting one. A deal-by-deal syndicate is how many of Australia's fund managers get past that. A syndicate lets you invest as a group, one deal at a time, without raising a full fund first. Find a good company and people who trust your judgment, and you are most of the way there.

This guide covers what launching a syndicate involves, and how a syndicate can grow into a fund if you want it to.

What is an investment syndicate and how does it differ from a fund?

A syndicate is a group of investors who put money into a single deal together, led by one person or a small team. The syndicate lead finds an opportunity, sets the terms, and groups everyone's money in one entity, so the company sees a single investor on its cap table rather than 20. Everyone opts in deal by deal. There is no blind pool and no obligation to join the next deal. That’s the main thing that sets a syndicate apart from a fund. A fund raises a committed pool up front and the manager deploys it at their own discretion.

With a syndicate, you can build a track record one deal at a time, your investors can see how you work before they commit to more deals, and you can learn the operational side on a small scale before it counts for a whole fund. That’s why many fund managers started out as syndicate leads.

What does launching an investment syndicate involve?

From first meeting to deal close, running a syndicate involves six main steps, detailed below. Don’t be put off by the compliance obligations because, depending on how you choose to go about it, a licensed platform should be able to handle most of that for you.

1. Sharpen your thesis and find a deal

Everything starts with a point of view - your investment thesis. Start with a paragraph that outlines what you invest in, at what stage, and why you’re the right person to lead it. That is what your investors are really saying yes to. Then, find a good deal that brings your thesis to life.  

2. Decide how you will hold the investments

Your investors’ money needs to go into a vehicle that holds the investment on their behalf. This is usually a special purpose vehicle (SPV), typically a company or trust set up to hold that one deal. A common SPV for a syndicate that expects to run more than one deal is a multiclass wholesale unit trust. In this case, each investment in the syndicate is held by a separate class of units in the trust, and one trustee appears on the company’s cap table. 

3. Make sure licensing is covered

Offering an investment to others in Australia normally needs an Australian Financial Services Licence (AFSL). This is a significant undertaking, with applications taking roughly 150 to 240 days plus ongoing compliance and reporting obligations. 

Instead, syndicate leads can operate as a corporate authorised representative (CAR) under someone else’s AFSL or through a platform. This can include platforms like Ventari. This enables you to run an investment syndicate within certain parameters, without getting your own AFSL. 

4. Bring investors into your syndicate

Syndicate deals are usually only offered to wholesale investors, rather than the general public, as a full disclosure document and scheme registration is onerous when investing deal by deal. The law treats wholesale investors as able to assess risk appropriately.

To classify as “wholesale”, most investors obtain a current wholesale investor certificate issued within the last two years. The most common route is a certificate from a qualified accountant confirming gross income of $250,000 or more in each of the previous two years, or net assets of at least $2.5 million.

You need this evidence before an investor comes into a deal, not after. If you operate under a licensee or a platform like Ventari, these checks are usually handled for you. And with tightened financial compliance, it’s important to make sure whoever is handling it can provide audit-ready information should you need it.

5. Open your first deal and close it

Once your allocation is confirmed with the company, you set the syndicate terms for the deal: your carry, the minimum cheque, how much you are raising, and a management fee if you are charging one. The trustee will also require its standard limitation of liability clause in the subscription agreement or SAFE. This is market standard for Australian trustees and should not change the commercials.

You then supply the information for the deal note, along with the pitch deck and underlying investment documents to the licensee, who reviews it for accuracy. You cannot share the deal with your syndicate until it has been through compliance sign-off.

Once it goes live, your investors request their allocations. Requests are not automatically granted, so you can scale someone back if the round is tight. You invest alongside them on the same terms. When commitments reach the minimum, the deal closes, funds are collected from each investor, and the money goes to the company in a single payment. This usually takes a few days to a couple of weeks, depending on how many first-time investors are coming in.

6. Run it to exit, and know what you keep

After each deal closes, the vehicle holds the shares until there is an exit. When a deal works favourably, you earn carry (carried interest), which is your share of the profit. 

What is carry or carried interest?

Carry (carried interest) is a percentage of the gain from a successful investment, charged to your investors and paid only if the deal returns more than they put in.

Twenty per cent is the standard rate in Australian angel syndicates. If you are running on a platform, that 20% is sometimes split between you and the platform. 

Here’s an example:

• 10 investors put $250,000 into a syndicate deal at 20% carry
• 7 years later, the company is acquired and the syndicate's holding is worth $1 million.
• Investors receive their share of the $250,000 first. The remaining $750,000 of profit is split, with $600,000 going to investors and $150,000 to carry. 

It’s worth remembering that carry is paid at exit, not before, and only when there is investor profit. On an early stage deal, an exit might be 10 years away and is not guaranteed to be successful or to happen at all.

Carry is separate from the setup fee, which covers the cost of running the vehicle and is charged whether the deal succeeds or fails.

Syndicates generally don’t use a hurdle rate, so carry applies from the first dollar of profit above the original investment, which differs from a fund where a preferred return of around 8% per year is common. And carry is charged on each deal individually, so a portfolio of five deals where four fail and one returns 10x still pays carry on the winner.

What does it cost to start and run an investment syndicate?

The costs of running an investment syndicate vary significantly depending on how you do it. 

If you set up and administer an investment syndicate yourself, costs begin with ASIC registration including the initial fee and ongoing annual fees. Then, there are legal costs to draft documents such as a company constitution or trust deed, subscription agreement, an information memorandum, and investor documents that hold up under scrutiny. Pricing varies widely by firm and by how unusual the deal is, so get a fixed quote before you commit rather than an hourly estimate. You will also need an accountant to prepare annual tax statements for each investor, and an annual tax return for the vehicle for as long as it holds the shares, which can be several years. 

Then there is the cost to complete LP compliance, which includes KYC/AML (Know Your Customer & Anti-Money Laundering) obligations. These can run around $100 per investor.

There is also the cost of time spent confirming allocations, preparing deal notes, chasing commitments, and conducting investor due diligence initially and ongoing.

If you lead an investment syndicate via a platform, fees are usually charged to cover most of the admin and compliance, including investor due diligence. This is likely to include:

• A one-off onboarding fee for the syndicate lead
• A per-deal setup fee (a percentage of the amount invested) for syndicate leads and investors

What tax do you pay on carried interest (carry)?

Like most earnings, tax applies to carried interest (carry) for syndicate leads. 

Unlike running a fund through a VCLP or ESVCLP, carry earned on syndicates, or any other managed investment vehicle is attributed to the revenue account instead of capital for tax purposes. This means there is no capital gains tax (CGT) relief on your carried interest and it will be taxed as regular income in the year you derive it. 

Many syndicates will collect carry through a carry trust, which is a discretionary trust specifically set up to collect carry and distribute among those the syndicate lead has agreed with on a deal by deal basis. However, tax treatment on discretionary trusts is changing. A 30% minimum tax on discretionary trust income has been proposed from 1 July 2028. If you receive carry through a discretionary trust, raise this with your accountant early.

And as with all tax considerations, seek your own professional advice to understand how this affects you personally.

What are a syndicate lead’s liabilities to investors?

If you’re running a syndicate on a licensed platform, where you’re not the manager or trustee and you don’t provide financial product advice. You’re not liable for the deal’s performance. 

However, you need to be careful not to give financial product advice, because you’re not licensed to. Doing so, even accidentally, can lead to regulatory and legal issues. That means you need to avoid recommending a deal, forecasting a return or doing anything that constitutes “selling”. At Ventari, we recommend letting people know that you have deal flow they might find interesting, and they can access it by joining your syndicate. 

How do you go from running an investment syndicate to running a fund? 

A syndicate is not a smaller version of a fund. But it is a well-known path to one because leading a syndicate helps you build a reputation and network, and prove your investment thesis. It also helps you become familiar with the infrastructure around deals, the language, and the people you trust to help you stay on the right side of compliance.

You’ll know when you’re ready to expand beyond leading a syndicate. Learn more about how to launch a fund in Australia in our article.

This article is general information about establishing and operating investment syndicates in Australia, current as at 24 August 2026. It doesn't take your circumstances into account and isn't legal, tax or financial advice. Regulatory and tax requirements change, and your obligations depend on your specific structure. Please obtain your own advice before acting. To see how Ventari supports syndicate leads, please get in touch.

Frequently asked questions

Do I need an AFSL to run an investment syndicate in Australia?

Usually not your own. Offering an investment to others normally requires an Australian Financial Services Licence (AFSL), which is a significant undertaking with ongoing compliance and reporting obligations. Most first-time leads instead operate as a corporate authorised representative (CAR) under an existing licensee, or run through a platform that holds a licence. In that arrangement, deals are made available to investors under the licensee's AFSL. You introduce the deal and let your contacts know you have deal flow they can access by joining your syndicate, and the licensee handles the regulated side.

Do I have to invest my own money in my syndicate?

Generally yes. Most platforms require the lead to invest in every deal they run, on the same terms and paying the same fees as everyone else. On Ventari the minimum is $5,000. This is also a practical consideration for how often you can run deals, since you need to fund your own participation each time.

How many investors do I need before I can launch a deal?

A public syndicate running several deals a year usually wants around 100 people on its list, because participation in any single deal is only ever a fraction of the total. A private syndicate built around a small group of committed backers can run on far fewer. Most deals have a minimum total commitment below which they will not close, so the number you need is the number that gets you past that threshold.

When do I actually get paid carry?

At exit, and only if there is a profit. Investors (including syndicate leads) are returned their capital first, and carry is taken from the gain above that. On an early-stage deal an exit might be 10 years away, and some deals never reach one. Carry is separate from the setup fee, which is charged whether the deal succeeds or fails.

Am I liable if the company fails and my investors lose money?

Not for the investment’s performance. Performance is expressly disclaimed in the information memorandum and the deal note, and wholesale investors acknowledge in writing that early-stage investments can fail. If you are running through a licensed platform, you are neither the trustee nor the manager of the vehicle. The area to be careful about is how you communicate about a deal as you are not licensed to provide financial services or advice. 

What happens if my deal doesn't reach its minimum?

The deal does not close and investor commitments are released. Most platforms set a minimum total commitment for a deal to proceed. If commitments stall well short of that and more are unlikely to arrive, you can consider extending the timeline or arranging to invest directly with the company on a smaller scale.

Can my syndicate invest in an overseas startup?

Yes, in most cases. Australian syndicate structures can hold shares in companies incorporated overseas, including United States entities, and can take positions in structures such as a Delaware LLC. Expect additional due diligence on the underlying structure. Where funds are converted to another currency, the amount that lands may vary slightly from the amount committed. Some jurisdictions are flagged as high risk and transactions there are prohibited, so confirm the company's domicile early.