Kelly Partners Pursues Nasdaq Shift to Bypass Loan Rule
The accounting firm plans to leave the Australian market to comply with U.S. restrictions on director debt.
Updated on Sept. 22, 2026 in Corporate Finance
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Kelly Partners has initiated plans to abandon its Australian sharemarket listing in pursuit of a debut on the Nasdaq. This strategic move aims to circumvent U.S. securities regulations that prohibit listed companies from maintaining personal loans to their directors.
Why it matters
The transition is necessary to resolve a $6.3 million debt owed by founder and chief executive Brett Kelly, which serves as a regulatory barrier to entering the U.S. market. U.S. law strictly forbids such director-related financial arrangements in publicly traded firms.
The firm, founded thirty years ago, currently carries a $6.3 million personal loan issued to its chief executive. U.S. securities regulations mandate that this debt be cleared or terminated before a company can proceed with a listing on the exchange.
The players
Kelly Partners
An accounting firm founded thirty years ago that is transitioning from the Australian sharemarket to a Nasdaq listing.
Brett Kelly
The founder and chief executive of the accounting firm who currently owes a $6.3 million loan to the company.
The details
Under U.S. securities laws, listed entities face prohibitions against maintaining personal loans to directors, a structure that is currently incompatible with the $6.3 million debt owed by Brett Kelly. To align with these standards, the firm intends to exit the Australian sharemarket entirely. This shift forces the firm to reconcile its internal balance sheet to meet the requirements of U.S. regulators before it can list on the Nasdaq.
Timeline
Brett Kelly founded the accounting firm in 1996.
Market Landscape
The move aligns with the strict corporate governance standards established by the Sarbanes-Oxley Act, which prohibits personal loans to executives at listed companies. This reflects a broader trend where international firms must overhaul legacy financial structures to meet the requirements of U.S. capital markets.
Operators considering international expansion should audit executive loan agreements to ensure alignment with U.S. standards. The cost of failing to address such debt prior to a public offering can include forced delisting or the inability to execute a planned transition to larger exchanges.
The takeaway
Maintaining personal loans between a company and its directors is a significant liability when pursuing entry into the U.S. public market. Leadership teams must prioritize clearing these financial ties early in the planning process to avoid being stalled by federal securities law.
Further reading
For more on how cross-border regulatory requirements influence firm structure, see the Corporate Finance section.
Source note: This article includes information reported by Australian Financial Review.
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