Australian funds management has run on trusts for a century — and foreign investors have never much liked it. A Cayman or Delaware LP understands shares in a company; a unit in an Australian unit trust, with its trustee, its equitable interests and its Trustee Act baggage, reads like local dialect. The corporate collective investment vehicle — the CCIV — is Parliament’s answer: a fund that is a company, built to look like the UK’s OEIC, Luxembourg’s SICAV or Singapore’s VCC. The regime arrived on 1 July 2022 via the Corporate Collective Investment Vehicle Framework and Other Measures Act 2022, which inserted a new Chapter 8B into the Corporations Act 2001 (Cth).
Founders don’t need to know everything about funds law. But CCIVs are now turning up where startups live — as the investing entity on a cap table, as the structure behind a fractional investing product, and as an option (usually the wrong first option, as we’ll see) for founders and angels who want to run money themselves. Here’s the regime in working order.
A Company That Behaves Like a Fund
A CCIV is a company limited by shares, registered with ASIC under Chapter 8B. Investors hold shares, not units; returns come as dividends and redemptions, not trust distributions. But three features make it unlike any ordinary Pty Ltd or public company:
- One director, and it’s a company. Under section 1224, a CCIV has a single corporate director and cannot appoint any other. The corporate director must be a public company holding an AFSL authorising it to operate the business and conduct the affairs of the CCIV — the same professional-operator architecture as the responsible entity of a registered managed investment scheme, relocated into company law.
- No staff of its own. Section 1224A provides that a CCIV has no secretary and no employees. Everything is done through the corporate director. The CCIV is a shell with assets; the corporate director is the operating mind, and it wears the liability that goes with that.
- It’s carved into sub-funds. This is the regime’s defining feature, and the one that matters most to anyone dealing with a CCIV.
Sub-Funds: One Company, Many Walled Gardens
A CCIV must have at least one sub-fund, and each sub-fund must be separately registered with ASIC (it receives its own Australian Registered Fund Number). A sub-fund is all or part of the business of the CCIV — critically, it is not a separate legal entity. Yet the Act requires every asset and liability of the CCIV to be allocated to a sub-fund, and the assets of each sub-fund are statutorily segregated: they can only be applied to meet liabilities of that sub-fund, and provisions like section 1233L govern how liabilities are allocated across the umbrella. Even external administration respects the walls — receivers and liquidators are appointed sub-fund by sub-fund.
The commercial point: one CCIV can house a venture fund, a credit fund and a property fund as sibling sub-funds, each with its own class of shares and its own investors, without the failure of one reaching the assets of another. It’s the statutory version of what fund managers previously built with stacks of separate trusts.
Retail vs Wholesale: Two Very Different Compliance Loads
Like the MIS regime, Chapter 8B splits the world in two. A retail CCIV — broadly, one with protected retail clients — carries the institutional stack: a constitution with prescribed content, a compliance plan lodged with ASIC and audited, a corporate director at least half of whose board must be external directors, and annual (plus, for enhanced disclosure securities, half-yearly) financial reporting. One genuine design win: the mandatory depositary — the independent asset-holder that haunted earlier drafts of the regime and still burdens European vehicles — was dropped from the final framework.
A wholesale CCIV, offered only to wholesale clients, travels much lighter: no compliance plan, no external director quota, financial records but no mandatory annual report to members. The corporate director still needs its AFSL, which is the real gatekeeping cost either way.
Taxed Like the Trust It Replaced
The cleverest part of the regime is that the company wrapper is ignored for tax. Under Subdivision 195-C of the Income Tax Assessment Act 1997 (Cth), each sub-fund is deemed to be a separate unit trust (the ATO’s CCIV guidance walks through the mechanics) — the “CCIV sub-fund trust” — with the CCIV as trustee and the members of that sub-fund as beneficiaries. A sub-fund trust that satisfies the attribution managed investment trust eligibility rules in Division 276 is taxed as an AMIT: flow-through treatment, with amounts attributed to members retaining their character (capital gains stay capital gains, franked dividends stay franked). Miss AMIT eligibility and you fall back into the general trust provisions, including the Division 6C public trading trust rules. No corporate tax, no double taxation — shares on the outside, trust on the inside.
When a CCIV Turns Up on Your Cap Table
For most founders, the first CCIV encounter will be as an investor. Mechanically, the shareholder of record is the CCIV itself — but it invests in respect of a particular sub-fund, and that detail does real work:
- Recourse is sub-fund-deep. If you ever have a claim against the investor — under a subscription agreement, a shareholders’ agreement, or warranties flowing the other way in a secondary or exit — the assets answering it are the assets of the relevant sub-fund, not the whole umbrella. Limited-recourse language in the fund’s documents is not boilerplate; it reflects the statute.
- Check the signing block. Documents are executed by the corporate director for the CCIV, typically expressed to be in respect of the named sub-fund. Make sure the entity, the sub-fund and the AFSL-holding corporate director all line up in due diligence — exactly as you’d verify a trustee’s authority for a unit trust investor.
- Wholesale status usually follows. A CCIV investing venture money will almost always be a wholesale vehicle investing under section 708 exemptions, so your round mechanics don’t change — but the fund may ask for the same information and consent rights through a side letter as any other institutional LP-backed fund.
Why Founders Running Money Still Reach for Trusts First
If you’re a founder or angel contemplating your own vehicle — a syndicate SPV, a micro-fund — the CCIV’s economics rarely stack up at startup scale. The corporate director must be a public company with an AFSL authorised for CCIVs: that’s an institutional fixed cost before the first cheque. A unit trust with a licensed (or authorised-representative) trustee is cheaper and faster. And for genuine venture strategies, the ESVCLP and VCLP regimes offer tax concessions a CCIV simply can’t access — those programs require a limited partnership (in practice, an Australian incorporated limited partnership), not a company. Uptake of CCIVs since 2022 has accordingly been modest, concentrated among managers who want the umbrella structure or a vehicle foreign institutions recognise on sight; Treasury has consulted more than once on refinements to the regime, particularly its tax integration.
Where the CCIV earns its keep is at the retail and cross-border end: a fractional investing platform graduating from a wholesale MIS to retail scale, or a manager distributing offshore, gets a globally legible, statutorily segregated, flow-through-taxed vehicle. For everyone else, it’s worth understanding chiefly because it’s now part of the furniture — and increasingly, part of the cap table.
This article is general information only, not legal advice — the right fund structure turns on your investor base, strategy and licensing position, and Chapter 8B is dense even by Corporations Act standards. Viridian Lawyers advises Australian founders, fund managers and investors on fund structuring, capital raising and financial services regulation. If you’re setting up a vehicle or taking money from one you don’t recognise, get in touch.
