Chamberlains Law Firm | Professional Legal Services | Chamberlains
Corporate & Commercial – Sydney Lawyers
The life-cycle of a business can involve many transactions. Chamberlains’ specialist team will advise you on the safest and most commercially-viable path.
We picked the most highly specialised and talented lawyers.
The life-cycle of a business can involve many transactions. From intellectual property rights to contract sales and purchases, and employee disputes to corporate governance.
This requires lawyers who not only have a thorough understanding of the legal landscape, but also a detailed knowledge across a variety of rapidly-evolving industry sectors, and market conditions.
Chamberlains specialist corporate & commercial lawyers are ready to assist you, every step of the way.
Process – what happens next?
We look into all aspects of your matter and suggest the most viable path for you.
The Chamberlains team will work tirelessly to reach the best possible outcome for you.
The most important aspects of your business are its income and assets.
As expert lawyers with a commercial mindset we can help you structure your business—including your personal interests in the business—in such a way that ensures tax effectiveness, asset protection and the flexibility to maximise returns.
Once implemented, the structures we develop with you are effective for the long term, so you can ‘set and forget’. We can also work with you to develop the most effective business structure to achieve your commercial goals, including structuring to facilitate third-part investment such as through share or unit classes.
As a company director or executive, you need to ensure your company is run and managed in accordance with its constitution and the Corporations Act, and current best practice standards.
This includes regularly reviewing your corporate governance practices and documents to ensure they are current and reflect the changing needs of your business.
At Chamberlains, our corporate and commercial team’s considered and insightful advice on complex corporate governance matters has attracted ASX-listed public companies and national not-for-profit organisations alike.
We can also assist your business with all stages of legislative and regulatory compliance, including any Australian Securities and Investment Commission
Corporate & Shareholder Dispute
The law that underlies most company and shareholders disputes is complex and technical, and battles can be won or lost based on tactical decisions made at the outset.
The most common disputes that you might face in your company are disagreements regarding business decisions or minority shareholders going unheard or few shareholders claiming that they are doing the lion’s share of work.
However, if you have a clear and properly drafted shareholders agreement, then it is for all the parties to know, where they stand and what they are required to do.
The clarity that a shareholder agreement brings can often help to resolve disputes early and without the need for any litigation.
We can assist you to draft a comprehensive shareholders agreement or, if you are already in dispute, we have extensive experience in leveraging commercial outcomes to resolve your issues in a cost-effective and financially beneficial manner. If your matter can’t be resolved by negotiation, then we also have the expertise to play hard ball and represent you in formal litigation to resolve your matter.
Most commercial disputes arise out of poorly-prepared commercial documents or the absence of a written agreement. However, even with the best planning and the best documentation, disputes can still arise.
Our team has seen and handled an enormous range of issues from breach of contract to faulty website designs. We’re particularly known for our practical, economical and rational responses to disputes over matters ranging from contractual interpretation to commercial negotiations.
As a business owner who needs funds to expand and grow, your fundraising options can range from the simple to the sophisticated.
At either end of the spectrum lies potential legal pitfalls, and in Australia the activity is highly regulated. One of the biggest assets you can have in embarking on a capital raising venture is sound, pragmatic and commercially-attuned legal advice.
We’ve successfully helped local and national businesses raise capital funds for expansion, including through angel investment, private equity placements and small-scale public offerings.
We can help you to structure investment opportunities, develop informal offer documentation, register offer information statements and prospectuses, and ensure compliance with relevant regulations throughout the investment process.
Buying & Selling Assets
Businesses can buy and sell land, plant and equipment, goods or services, and even know-how.
If you’re buying something, how do you know you’re getting what you pay for? Do you have warranties and promises in writing that allow you to enforce them?
How do you ensure no-one else has a claim over what you’re buying? Are you aware that under Australia’s Personal Property Securities Register regime you could potentially be stripped of ownership even if you have paid for something?
If you are selling, what disclaimers do you need for your product or asset or services?
When and how will you be paid?
Perhaps these are questions you haven’t even thought to ask.
The Chamberlains business team can help formulate the right questions and explain the answers in easily digestible terms. We can also prepare easy-to-read contracts that help lower risk and get you the commercial outcome you’re seeking.
Customers & Suppliers
Streamlined procedures to minimise potential disputes with customers and suppliers start with written agreements outline everyone’s rights and responsibilities.
Such agreements are important business tools, but need to be crafted to:
clearly define the scope of what you provide to your customer
protect you from liability for things you can’t control
ensure you are paid.
Chamberlains’ well-designed service contracts can provide you with a constant reference point and a useful and valuable platform for your business trade.
We’ll also help you navigate suppliers’ terms and conditions, assessing them and identifying your key commercial risks.
This may include investigating whether suppliers have created Personal Property Securities Register (PPSR) security interests or have the right to do so over some or all of your assets. Clients regularly discover PPSR registrations against their assets and this may delay or impede any sales of their business or business assets.
Employees & Contractors
If you’re in business, you’re likely to have employees, and you know that employment matters can eat up enormous sums of money, time, talent and energy.
It’s important that your relationship with your workers is clearly documented, not only to lessen the change of costly and complex disputes, but so everyone knows where they stand.
Chamberlains’ employment services covers the full range of employment issues, from industry negotiations on enterprise bargaining agreements, advising on payroll tax, workplace relations disputes and the National Employment Standards.
We’re also adept at answering the question of whether your work is an employee or a contractor – a crucial distinction for the purposes of establishing your (potential) liability.
Borrowers & Lenders
You may be a parent lending money to your child to buy their home or kick-start their business.
You may be borrowing your spouse’s savings or inheritance to tip in to your business or to pay a debt, with the full expectation of repayment.
You may be selling land or a significant asset with a ‘vendor finance’ arrangement, or you may have various business entities and one entity is loaning money across to another on commercial terms.
No matter the situation, any loan arrangement should be in writing and incorporate agreements on repayments, interest, default and security.
We can help by providing clear, simple documents that cover all of this and more. We have special skills in advising on tax implications of such agreements, and we can advise you on the use of guarantees, Personal Property Securities Register interests, charges, or mortgages over land to ensure payment.
What is an ABN?
An ABN is a 11-digit number issued to all entities registered in the Australian Business Register. Issued by the ATO, all businesses, irrespective of size or corporate structure, are required to have a registered ABN. This includes sole traders, companies, trusts, and partnerships.
The benefit of having an ABN is that an ABN is unique to each business and therefore serves as a useful identification tool. This is particularly so since ABNs must be displayed on all business correspondence. An ABN also reveals a business’s status, with ABNs listed as either ‘active’ or ‘cancelled’. A cancelled status indicates that the business has ceased trading.
What is an ACN?
An ACN is a 9-digit number issued to all companies. ASIC issues an ACN when a body becomes registered as a company under Corporations Law. As with an ABN, a company’s ACN must be displayed on all business correspondence.
A company is different to a business. A company is a legally separate entity, distinct from its owners (shareholders) and managed by directors. Importantly, a company which conducts business activities will have both an ACN and ABN.
Like an ABN, an ACN is a useful identification tool which allows shareholders, suppliers and consumers identify a particular company.
What is the difference between a Partnership and a Joint Venture?
A partnership is where two or more individuals or companies carry on an ongoing business as a partnership. It is usually limited to 20 partners and is not a separate legal entity. In a partnership, the parties have joint interests in the project and are jointly and severally liable for the project’s expenses.
A joint venture is where two or more individuals or companies may carry on a business as a joint venture. A joint venture is not limited by size. This is typically used for temporary agreements and allows all parties to mutually benefit from a specific agreement.
You can read more about partnerships and joint ventures here.
Pty & Ltd – what does it actually mean?
The ‘proprietary’ in ‘proprietary limited’ prefers to the company being private – meaning that a limited number of shareholders own the shares of a specific company. Private companies may only have up to 50 shareholders and are only required to have one director. A private company cannot be listed on the Australian Stock Exchange and is precluded from offering its share to the general public, which makes raising capital much more difficult for them.
The ‘limited’ in ‘proprietary limited’ refers to limited liability – the fact that a shareholder’s legal responsibility for a company’s debts or liabilities is limited to the number of shares owned. Plainly, if a company becomes insolvent, the shareholders will only be liable to lose the money they used to purchase their shares. In some cases where a shareholder has partly paid for shares, they are required to pay the remaining money they owe for those shares.
An alternative to a company limited by shares is a company limited by guarantee. In these companies, members agree to a certain amount of legal responsibility upon becoming members. In other words, they agree to guarantee a certain amount of liability to the company.
You can read more about Pty Ltd here.
What is a “going concern” for tax purposes?
A “going concern” is an Australian Tax Office (“ATO”) invention that allows the sale of a business to be a GST-free transaction. It is always highly desirable to both buyer and seller in a sale of business – it means no GST, and it gives certainty to both parties as to what they are paying and what they are receiving. However, there are many rules and requirements for a sale to be a GST free going concern that need to be considered before you enter into a sale contract.
GST is often the last thing on your mind when you are negotiating the sale or purchase of a business. Whether the price you have negotiated is GST inclusive or exclusive can be easily forgotten in the excitement, or both parties will simply assume that business sales are GST-free without considering all of the elements of what is a “going concern”.
You can read more about “going concerns” for the purposes of selling your business here.
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Sydney NSW 2000
PO Box 20074
World Square NSW 2002
P +61 2 9264 9111
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