Digital Asset Fund Structuring & Advisory

Digital Asset Fund Structuring & Advisory

Gilbert + Tobin

Service Overview

Specialized legal services for establishing and operating compliant digital asset funds in Australia and globally. Drawing on extensive experience advising leading digital asset fund managers including Holon Global, Coinbase, and Galaxy Digital, this service provides comprehensive support for fund structuring, regulatory licensing, investor documentation, and ongoing compliance.

Core Service Components

Fund Structure Design

Entity Selection & Structuring: Strategic advice on optimal fund structures for digital asset investment strategies, including unit trusts, managed investment schemes, incorporated cell companies, and offshore fund vehicles. Analysis considers Australian tax implications, regulatory requirements, investor preferences, and operational efficiency.

Managed Investment Scheme Registration: Full-service support for registering managed investment schemes with ASIC, including preparation of compliance plans, constitution drafting, responsible entity appointment, and navigating ASIC's registration process.

Regulatory Licensing & Compliance

AFSL Application & Variations: Comprehensive support for obtaining and varying Australian Financial Services Licenses to permit digital asset fund management. Includes demonstrating financial resources, organizational competence, risk management frameworks, and compliance capabilities to ASIC's satisfaction.

Custody & Prime Brokerage Arrangements: Legal structuring and documentation of custody arrangements for digital assets, including assessment of qualified custodian requirements, subcustody arrangements, and prime brokerage agreements with specialized crypto service providers.

Investor Documentation

Disclosure Documents: Preparation of Product Disclosure Statements (PDS), Information Memoranda, and Offering Documents compliant with Australian disclosure requirements and tailored to sophisticated, professional, and retail investor classes. Includes risk disclosure for digital asset-specific risks (volatility, custody, technological, regulatory).

Investment Management Agreements: Drafting of comprehensive investment management agreements, including fee structures, performance benchmarks, redemption terms, and side letter arrangements for strategic investors.

Operational Legal Support

AML/CTF Compliance Programs: Design and implementation of Anti-Money Laundering and Counter-Terrorism Financing programs for digital asset funds, including investor verification procedures, suspicious matter reporting protocols, and AUSTRAC reporting obligations.

Tax Structuring & Advice: Coordination with tax specialists to optimize fund tax treatment, including CGT considerations for digital asset disposal, tax characterization of staking rewards, DeFi protocol income, and cross-border tax implications.

Why Digital Asset Fund Managers Need This Service

The Australian digital asset funds market presents both significant opportunity and complex regulatory challenges. Australia's A$4.3 trillion funds management industry is supported by a sophisticated regulatory framework that, while comprehensive, was not designed for digital assets—requiring specialized legal interpretation and structuring to achieve compliant outcomes.

ASIC has demonstrated increased scrutiny of digital asset investment products, as evidenced by enforcement actions and public guidance statements on crypto asset funds. Fund managers risk significant regulatory consequences—including licensing suspension, stop orders, civil penalties, and director liability—if structures and compliance programs are inadequate. For retail-focused funds, the consequences of non-compliance extend to potential investor compensation claims and reputational damage in Australia's tightly-knit financial services market.

Gilbert + Tobin's fund structuring service mitigates these risks by providing authoritative legal advice grounded in direct experience structuring compliant digital asset funds for Australia's leading managers. This expertise ensures fund structures align with regulatory requirements while achieving commercial and tax objectives.

Target Clients

• International digital asset fund managers entering the Australian market
• Australian fund managers launching digital asset investment products
• Venture capital funds with crypto/Web3 investment mandates
• Family offices establishing private digital asset funds
• Institutional asset managers adding digital asset exposure to multi-strategy funds
• DeFi treasury managers seeking compliant fund structures

Firm Differentiators

Proven Track Record: Direct experience advising Galaxy Digital, Holon Global (Australia's first listed digital asset fund manager), and Coinbase on fund structuring and regulatory compliance. This practical experience informs efficient, battle-tested advice that anticipates and addresses regulator concerns.

Integrated Regulatory & Funds Expertise: Unique combination of leading FinTech regulatory expertise (Band 1 Chambers ranking) with deep funds management legal capability. This integration ensures fund structures achieve both regulatory compliance and commercial efficiency, avoiding the siloed advice that can create costly structural inefficiencies.

ASIC Relationship & Regulatory Intelligence: Established relationships with ASIC's investment management and FinTech regulatory teams, providing insight into regulatory priorities, licensing assessment criteria, and emerging regulatory positions on digital assets. This intelligence enables proactive structuring that achieves faster licensing outcomes and reduces regulatory risk.

Full-Service Platform: Seamless coordination with Gilbert + Tobin's tax, corporate, and compliance teams, providing integrated advice across all legal and regulatory workstreams. This efficiency reduces coordination costs, accelerates time-to-market, and ensures consistent strategic advice across the fund's lifecycle.