Two tests, and almost nobody says which one they mean.

1. What is being offered or provided?

   • Shares, debentures or other securities of a body, offered for issue or sale — you are in Chapter 6D. Go to step 2.
   • A financial product that is not a security — an interest in a managed investment scheme, a derivative, a foreign exchange contract — or a financial service such as advice or dealing: you are in Chapter 7. Go to step 3.
   • Both at once — for example an interest in a registered scheme, offered with advice. Work through step 2 and step 3 separately and satisfy each.
   • General insurance, superannuation or a retirement savings account — neither test in the form set out here. Those products have their own rules in s 761G(5) and (6), and the wholesale limbs below do not apply to them.

2. Chapter 6D — does the offer need a disclosure document?

   • Is the amount payable on acceptance at least $500,000, on its own or together with what has already been paid for securities of the same class? s 708(8)(a), (b). Money lent by the person making the offer does not count towards it.
   • Is there a qualified accountant’s certificate showing net assets of at least $2.5 million, or gross income of at least $250,000 in each of the last 2 financial years? s 708(8)(c).
   • Is the offer made to a professional investor, or to a person who has or controls gross assets of at least $10 million? s 708(11).
   • Is the offer being made through a licensee who has assessed the person’s previous experience investing in securities, given written reasons, and taken a signed acknowledgement? s 708(10).
   • If none of those applies, the offer needs a disclosure document — unless a different exemption does, such as the small scale offering ceiling of $2 million and 20 people in any 12 months under s 708(1).

3. Chapter 7 — is this person a wholesale client for this product?

   • First, is it for use in connection with a business? If the business employs 20 or more people — 100 or more if it manufactures goods — the person is a wholesale client on that basis alone: s 761G(7)(b), (12). If it is for business use but the business is smaller than that, the certificate limb is not available at all, because s 761G(7)(c) requires that the product not be for use in connection with a business.
   • Does the price of the product, or the value of the product the service relates to, reach $500,000? s 761G(7)(a) and reg 7.1.18(2).
   • Not for business use: has the person given the provider a copy of a current qualified accountant’s certificate, before the product or service is provided, showing $2.5 million in net assets or $250,000 of gross income in each of the last 2 financial years? s 761G(7)(c).
   • Is the person a professional investor? s 761G(7)(d).
   • Has a licensee assessed the person’s previous experience using financial services and investing in financial products, given written reasons, and taken a signed acknowledgement of the three matters listed? s 761GA.
   • If none applies, the person is a retail client for this product or service, and the full retail regime applies to it.

1. Business use is decisive under Chapter 7 and irrelevant under Chapter 6D. An accountant’s certificate cannot make someone a wholesale client for a product acquired for use in connection with a business, because s 761G(7)(c) opens with the condition that the product not be for such use. The same certificate works perfectly well for an offer of securities under s 708(8)(c), which has no such condition. This single difference accounts for a large share of the confusion.
2. Status is per product and per service, not per person. Sections 761G(1) to (3) frame the question as how a particular product or service is provided. The same investor can be a wholesale client for one investment and a retail client for another on the same day, and a product provided to someone as a retail client stays retail for any later disposal of it.
3. The law presumes retail. In any non-criminal proceeding under Chapter 7 it is presumed that a product or service was provided to a person as a retail client unless the contrary is established: s 761G(9). In criminal proceedings the defendant bears an evidential burden on the limbs: s 761G(8). The burden sits with the provider, not the investor.
4. The experience limbs are worded differently. Section 708(10) asks about previous experience investing in securities. Section 761GA asks about previous experience using financial services and investing in financial products. Section 761GA also requires that the product not be for business use and excludes general insurance, superannuation and RSAs, and its signed acknowledgement covers three specified matters rather than one. A file note built for one provision does not automatically satisfy the other.
5. The certificate period is the same on the face of the Act and different in scope once modified. Both sections say 6 months; regulations 6D.5.02 and 7.6.02AF each substitute 2 years, but the Chapter 7 substitution operates only for the purposes of Parts 7.6, 7.7, 7.7A, 7.8 and 7.9 of the Act. The certificate page sets out what that means in practice.
6. The professional investor definition is itself modified. Paragraph (e) of the s 9 definition reads “controls at least $10 million”; for the purposes of Parts 7.6 to 7.9, reg 7.6.02AE substitutes “has or controls gross assets of at least $10 million”. Section 708(11)(b) carries its own separate limb in the second form. Three closely similar wordings for what is described everywhere as one threshold.
7. Small scale offerings are not a wholesale test. The 20 people and $2 million ceiling in s 708(1) is a separate exemption that has nothing to do with the investor’s wealth or experience. Counting a sophisticated investor against that ceiling, or vice versa, is a common and consequential error: s 708(5) disregards issues that were exempt under another subsection.

Status of the thresholds: under review, nothing enacted. The Parliamentary Joint Committee on Corporations and Financial Services reported on the wholesale investor and client tests in February 2025. It made two recommendations: that the government consider a mechanism for periodic review of the tests with mandatory industry consultation, and that, subject to consultation, the Corporations Act be amended to remove the subjective elements of the sophisticated investor test and introduce objective criteria on the knowledge and experience of the investor. Neither recommendation was an increase to the financial thresholds. The government response was received on 31 March 2026. As at the date on this page no change to any threshold has been enacted, and every figure here is the figure currently in force.

1. This is a map of published statutory tests, not advice. It describes what the Corporations Act and the Corporations Regulations say. It does not tell you what to do, and it is not a substitute for advice from someone who knows your circumstances.
2. Nothing here determines anyone’s status. Status under Chapter 6D rests on the offeror’s position and, for the certificate limbs, on a certificate from a qualified accountant. Status under Chapter 7 rests with the provider of the product or service. A page cannot confer either.
3. The exemptions set out here are not the only ones. Section 708 contains further exemptions — for people associated with the body, existing holders, issues for no consideration and others — and Chapter 7 has its own further categories. Only the wholesale and sophisticated limbs are mapped here.
4. Figures and provisions change. Everything on this page was read from the compilation in force on 27 September 2026. The sources are listed below with the compilation number each was read from, and this page is reviewed by 27 September 2027.
5. Nothing about KyperX Capital’s own position is described here. These tests concern the visitor’s status against published statutory criteria.

1. Corporations Act 2001 (Cth) — Compilation No. 148, registered as C2026C00382, in force from 27 August 2026.
2. Corporations Regulations 2001 (Cth) — Compilation No. 214, registered as F2026C00854, in force from 1 September 2026.
3. ASIC Corporations (Qualified Accountant) Instrument 2026/734 — F2026L01209, made 11 September 2026, commenced 15 September 2026. Repealed and replaced ASIC Corporations (Qualified Accountant) Instrument 2016/786 on 16 September 2026.
4. Parliamentary Joint Committee on Corporations and Financial Services, Wholesale investor and wholesale client tests — Report, February 2025. Two recommendations, neither of which was an increase to the financial thresholds. Government response received 31 March 2026.

• Wholesale client — the Chapter 7 status, defined by exclusion in s 761G.
• Retail client — the default status, and what the law presumes.
• Sophisticated investor — the Chapter 6D status under s 708.
• Professional investor — the institutional category in s 9.
• Disclosure document — the Chapter 6D document, and how it differs from a PDS.
• Product value test — the limb common to both chapters.

• Wholesale investor testA walkthrough of the Australian wholesale client and sophisticated investor tests, with a self-check that runs entirely in your browser.
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• GlossaryEvery term these tools use, defined.