Under the ATO’s Director Penalty regime company Directors can be personally liable for company obligations. The Director Penalty regime applies to unpaid “PAYG” withholding amounts and unpaid GST and Superannuation Guarantee Charge “SGC” obligations. The effect of the Director Penalty regime is that if a company of which a person is a Director fails to […]
Business & Company Law
Proactive Business & Company Lawyers who add value to your business.
Don’t gamble with your future. Get the right advice, maximise your chances of business success and reduce the potential of a foreseeable risk costing you more than you can afford to lose.
Business Law and Company Law are 2 broad areas of law that cover legal issues and transactions relevant to businesses (including business owners) and companies (including directors and shareholders).
Whilst a company may carry on a business, a business may also be carried on by a sole trader, partnership or a trust. Similarly, shares in a company, real property and other investments may be owned by one or more individuals, trusts or companies.
Business Risk & Protection Strategies
It is important to ensure that the correct structures and shareholding are set up when the business is established as changes to ownership structures may have stamp duty and capital gains tax implications.
Once ideal structures are in place the focus for most businesses moves to the maximising business success and avoiding foreseeable problems. Risk assessment and business protection strategies, therefore, underpin most aspects of business and company law. Contract law also has a huge role to play in this regard.
Business Succession Planning
Finally, business and company law is concerned with the planning for the realisation of the value of an owner’s interest in the business or company by sale and succession planning.
If a business or venture does not turn out as planned and becomes insolvent, options to restructure the insolvent business or company may be available to enable the survival of the underlying business.
In summary, Business Law and Company Law is broadly associated with:
- ownership structures,
- business risk assessment and the implementation of risk mitigation and protection strategies,
- the regulating of decision making among business owners or company directors,
- agreements governing the relationships between business owners or company shareholders,
- corporate governance, directors’ duties and shareholders’ rights,
- insolvency and corporate restructuring, and
- the sale of businesses (including assets and goodwill) and the sale of shares in a company.
See “How We Help“ for specific examples of how we assist clients with Business & Company Law matters.
Unmanaged risks leave you exposed and reduce business value when it’s time to sell. Protect your business and maximise your chances of business success today.
Our experienced Business & Company Lawyers take a proactive approach to assisting business and corporate clients. Because we specialise in Commercial Litigation we can offer expert insight into how problems can arise and what can be done to avoid or minimise the consequences of them.
We are constantly on the lookout for ways that we can benefit your business or eliminate or reduce risks and protect assets.
How We Help
Start Up & Restructuring
- Structuring Advice
- Incorporation of Companies
- Establishing Family Discretionary Trusts & Unit Trusts
- Intellectual Property, Trade Marks & Business Names
- Shareholders Agreements & Partnership Agreements
- Business Contracts and Terms of Trade
- Commercial & Retail Leases
- Employment Contracts
- Loan and Security Agreements
- Agency & Distribution Agreements
- Franchise Agreements
- Business Sale Agreements
- Asset Licence Agreements
- Confidentiality Agreement
Business Operations, Risk & Protection
- Business Risk & Protection Strategies
- Tax Planning & Advice
- Business Dispute Resolution & Litigation
- Debt Recovery
- Insolvency & Corporate Restructuring
- Personal Property Securities
- Employment Law
Exit & Succession Planning
- Buying & Selling Businesses
- Share Sales, Mergers & Acquisitions
- Business Succession Planning
- Option Agreements
Speak with one of our Business & Company Lawyers today.
1300 553 343
For more information about anything contained in our Guides please feel free to contact us at any time.
These days everyone seems to be affected by family breakdown in some way or another. With families becoming increasingly complex everyone should have a Will – even the young and invincible! Have you ever considered in whose hands your hard-earned wealth will end up if you die without a Will? In New South Wales the […]
On 19 September 2017 amendments, to the Corporations Act 2001 commenced which create a “safe harbour” for Directors to protect them from personal liability for debts incurred by an insolvent company in certain circumstances. Why the need for Safe Harbour Prior to the amendments, the provisions of the Corporations Act governing corporate insolvency focused on the need […]
Private Sale of Industry Leading Holiday Rentals Booking Management Software Business to Public Listed Company a Breeze.
Midac Technologies Pty Limited (“Midac”) started up in 1981 in Sydney and pioneered early “smart building” direct digital control technology. In 1994 Midac made an early start developing online software and solutions. The then Dungog based business was instrumental in encouraging and assisting many organizations to make their online debut, including large corporate entities like […]
Common Misconceptions about Contracting in the Building & Construction Industry and what to do to avoid getting caught out.
When I ask clients whether a written contract was in place or whether variations had been documented, too often I receive the following response “no there was no contract, we just agreed to it” or “I didn’t think it was necessary it was a small job“. Firstly, it is an incorrect assumption that just because […]
What is “testamentary capacity”? The legal test for assessing testamentary capacity was outlined almost 150 years ago in a case called Banks v Goodfellow (1870) LR QB 549. The test has four (4) aspects to it, namely: 1. That the willmaker understands the nature of the act of making a Will and its effects, 2. […]
Difficulties often arise in cases where a person with children from a first relationship subsequently enters into a new relationship or re-marries. Competing arguments will often emerge as to the testamentary entitlements of the person’s children from the first relationship on the one hand, and the new spouse on the other hand, when the person […]
Recently SBS Insight addressed the topic of “Making a Will”. The programme explored how the family provision laws under the Succession Act 2006 (NSW) enables a Court to effectively rewrite a person’s Will where it is found that an inadequate provision has been made for an eligible person. Two (2) of the guests that were […]
It is important that you keep your Estate Planning up-to-date as your circumstances change and that you are confident that nothing has been overlooked. To help you better undertand the issues relevant to Advanced Estate Planning, in 2016 we released “Advanced Estate Planning – Simple Legal Solutions“. This Guide deals with the following common Estate Planning […]
Andrew has recently started his own business. Andrew has incorporated a company of which he is the sole director and entered into a number of contracts with suppliers. As the director Andrew has also signed a number of personal guarantees. Andrew’s father Mark wants to help Andrew out with his new business venture and has […]
John and Jane are in their 60s and have been in a de facto relationship for 10 years. They have both been married previously and each have adult children from a previous relationship. John entered the relationship with significantly more assets than Jane, including the home they now live in. John wants to ensure that […]
Sue is married with two (2) adult children and a grandchild on the way. Sue operates a small business as a sole trader. Sue is an only child and expects that she will soon receive a substantial inheritance from her elderly mother. Sue seeks legal advice as to what she should do to ensure her […]
With the aging population and the number of blended families and second spouses on the rise it is increasingly important that your Estate Plan effectively addresses the competing interests of your children and a second spouse. Life Interests or Rights of Residence created in a Will are common parts of many Estate Plans when there […]
Early Legal Considerations To ensure that a Business Sale Contract can be promptly submitted to your eventual buyer following negotiation of a price and sale terms, you should consider the following and provide us with early instructions to address any matters and/or to prepare a draft Business Sale Contract, when you have decided to sell […]
Do you own a private company? Have you received payments not accounted for as wages or salaries this financial year? As 30 June approaches it is time to ensure your business affairs are in order. This includes ensuring you have Division 7A Loan Agreements in place, where necessary. What is Division 7A? Division 7A of […]
As an Accredited Specialist in Commercial Litigation I have dealt with all kinds of business disputes. By far the most common cause of commercial disputes is the failure of the parties to adequately record the terms of their agreement in writing. This is particularly common in the building and construction industry. When there is an […]
An important preliminary step in buying a property is deciding how you want to own the property. Why Now? If you neglect to consider the structure of your ownership of a property at an early stage you may find that it is too late to change later and encounter delays and/or additional costs. For example, […]
For people who have a successful business and are interested in expanding by granting Franchises of their business, obtaining practical advice about what is involved in the day to day operation of Franchisor business is essential from the outset. From a Franchisor’s perspective, a Franchise relationship is not unlike having a child. Once you have […]
What is a Contested Wills Claim? A Contested Wills Claim (more commonly know as a family provision claim) is a claim made by an “eligible person” against your Estate Assets after your death. The Succession Act 2006 empowers the Courts to make Orders in effect remaking a person’s Will where the “eligible person” has been […]
Is Asset Protection Relevant for Me? We all work hard to accumulate wealth to fund our lifestyle and retirement and tp provide a head start for our loved ones but most people do not take adequate steps to protect their wealth from unforeseen events or third party claims,. People who carry on a business, have […]
Congratulations on taking the first step to protect your interest in your co-owned business. Business Succession Planning is essential for protecting your interest in a co-owned business and is an integral part of every business co-owner’s individual Estate Planning. “Business Succession Planning” means: Planning for the sale or purchase of a co-owners’ interest in a […]
Introduction to Business Succession Planning What is a Buy/Sell Option Agreement? A Buy/Sell Option Agreement is an agreement between co-owners of a business granting each other options to buy or sell their respective interests upon the occurrence of specified Option Events. The Option Events are typically: the Death of a co-owner; the Permanent Disablement of […]
Introduction to Business Succession Planning What is a Buy/Sell Option Agreement? Why do I need a Buy/Sell Option Agreement? In the absence of a Buy/Sell Option Agreement disputes between co-owners or their executors/beneficiaries following the occurrence of an Option Event are common. These disputes typically relate to: Who may purchase the co-owner’s interest; Whether the […]
Introduction to Business Succession Planning What is a Buy/Sell Option Agreement? Why do I need a Buy/Sell Option Agreement? What is a Shareholders’ Agreement A Shareholders’ Agreement (similar to a Partnership Agreement) is an Agreement between two (2) or more co-owners of a business setting out their agreements with respect to the management and control of […]
Introduction to Business Succession Planning What is a Buy/Sell Option Agreement? Why do I need a Buy/Sell Option Agreement? What is a Shareholders’ Agreement? Why do I need a Shareholders’ Agreement (Partnership Agreement)? Anyone who is a co-owner in a business should have a Shareholders’ Agreement (if the business is carried on by a company) […]
Introduction to Business Succession Planning What is a Buy/Sell Option Agreement? Why do I need a Buy/Sell Option Agreement? What is a Shareholders’ Agreement? Why do I need a Shareholders’ Agreement (Partnership Agreement)? Funding the Purchase Price under a Business Succession Plan CGT & Insurance Proceeds Self Ownership of Personal Insurance Implications for Self Ownership […]
Giving a Final Notice to a Debtor An effective Overdue Account Letter is an essential component of every businesses Debtor Management Procedure. For a free Sample Debtor Management Procedure download Fast Track Debt Collection’s “6 Steps to Improving Cashflow: A Guide to Better Credit Management” Your Overdue Account Letter will be more effective if […]
The simple answer is that when you die your worries will be over. Wills creating Asset Protection Trusts (also known as Testamentary Trusts) only benefit a person’s intended beneficiaries. However, if it is your intention to leave your assets to your intended beneficiaries in the most advantageous manner for them upon your debt then you […]
What is an Asset Protection Trust? (also known as a Testamentary Trust) An Asset Protection Trust is simply a Trust created by a valid Will and funded by Estate Assets. The Trust commences when the Executor finishes administering the Estate. There a many different types of Testamentary Trusts that can be established in a Will. Most Asset […]
What is Personal Insurance Planning? What would happen to you and your loved ones if for any reason you were unable to continue to earn an income? How long could you and your family maintain your current lifestyle or afford to make repayments on your house or investment loans? Your ability to earn an income […]
What is Advanced Estate Planning? Advanced Estate Planning is not just about making a Will, Power of Attorney and Appointment of Enduring Guardian. Advanced Estate Planning is planning for the preservation of your wealth during your lifetime as well as planning for the succession of that wealth to your intended beneficiaries in the most advantageous […]
Sophie’s parents’ Wills were apparently straightforward. Under terms of the Wills, everything her parents owned was left to the surviving parent and then, in the event that both her parents had died, the Wills divided their assets equally between Sophie and her brother. When Sophie was (not so happily) married to David, David’s business needed […]
What good is a Will if you lose all your assets during your lifetime? Advanced Estate Planning includes planning for the preservation of your wealth during your lifetime as well as planning for the succession of that wealth to intended beneficiaries in the most advantageous manner upon death. It requires a careful assessment of you […]
The best way to deal with bad debtors is to implement standard contracts and procedures within your business to actively reduce or eliminate them in future. A contract will exist when your business agrees to perform works or supply goods for reward regardless of whether the contract is in writing. The incorporation of standard terms […]
I have worked with many …. you “stand above the rest” in your profession.
It has been a great pleasure working with you as an ultimate professional on this matter. There are very few that can measure up to your professionalism. I have worked with many …. you “stand above the rest” in your profession.
Geoff Page, Chartered & Forensic Accountant
Leonard & Page Pty Limited
I certainly would recommend Sam and the Roberts Legal team for this kind of work and would be pleased to speak with any prospective clients about the time we worked together.
Midac Technologies Pty Limited (“Midac”) started up in 1981 in Sydney and pioneered early “smart building” direct digital control technology. In 1994 Midac made an early start developing online software and solutions. The then Dungog based business was instrumental in encouraging and assisting many organizations to make their online debut, including large corporate entities like Boral and James Hardie. From about 1995 Midac focused on developing solutions for the tourism and real estate sectors and developed early online or “cloud based” applications.
By 2012 the Midac owners were ready to take a break from their business of some 30 years. By that time their online holiday rentals bookings management and reservation system, “YesBookit” was respected as the leader in the industry, providing an online application to booking agents around Australia, and some overseas. YesBookit also connected with and distributed an online bookable accommodation product to most leading accommodation portals; including Wotif, Home Away, Take a Break, Rent a Home and Stayz (a Fairfax Media division).
For a small business sale, the process was relatively complex and involved the sale of the business, intellectual property, transfer of staff, application and hosting servers, online application client service relationships and a myriad of provider contracts.
“Initially we thought Sydney Solicitors would be the way to go, but we found the answer just down the road in Newcastle. Roberts Legal did a fantastic job with the entire process.
They expertly assisted us with every stage from, the preparation of an Information Memorandum, consideration of Expressions of Interest, negotiation of an Exclusivity Agreement, purchaser due diligence, the novation of key provider contracts and licences and the execution and performance at an exhaustive Business Sale Agreement including post-completion Fixed Term Consulting Agreements.
I couldn’t have been more pleased with my decision to engage Sam [Roberts] and his team for this assignment. They were more than capable and worked well with both in-house and external legal teams of the purchaser and other concerned parties to see the sale through to a successful outcome.
I certainly would recommend Sam and the Roberts Legal team for this kind of work and would be pleased to speak with any prospective clients about the time we worked together.”
Sam has an in depth knowledge in commercial areas of the law which is invaluable to us as accountants.
“I have just started working with Sam and find he has an in depth knowledge in commercial areas of the law which is invaluable to us as accountants. I would recommend Sam to any of my business clients.”
Richard McArtney, Bentley’s Accountants Newcastle Pty Ltd
Sam has an ability to achieve a great result for his client without becoming confrontational with the transactional parties.
“Sam is personable whilst remaining extremely professional. He has an ability to achieve a great result for his client without becoming confrontational with the transactional parties. He focuses clearly on what is needed to finalise the matter in an effective and efficient manner.
It is a pleasure to work with Sam”
Lindsey Karathanassis, Linkara Capital
As a direct result of Samuel’s advice and negotiating skills my businesses have performed at a higher than expected level.
“I have undertaken 3 separate franchise ventures and on each occasion I asked Samuel Roberts to provide his expert legal opinion and advice regarding the franchise documentation, the business being conducted and various leasing arrangements and finance options.
Samuel displayed a great depth of knowledge in all of these areas and has been instrumental in securing favourable agreements in negotiations with both franchisors and landlords.
As a direct result of Samuel’s advice and negotiating skills my businesses have performed at a higher than expected level.
Samuel also maintains a high level of communication which has been of particular benefit to me and I would have absolutely no reservation in recommending the services of Roberts Legal to anyone considering entering into any form of Franchise operation”
Darren MacClure, Director,
Dazmak Pty Limited
No nonsense commercial approach to getting the right result.
“No nonsense commercial approach to getting the right result.”
Bradd Morelli, Jirsch Sutherland & Co
Roberts Legal are professional, provide excellent attention to detail and strive to gain the best results for their clients.
“I would not hesitate to recommend Roberts Legal, they are professional, provide excellent attention to detail and strive to gain the best results for their clients.”
Mark Humphries, Sunbow Roofing
Sam is extremely knowledgeable about the commercial and legal aspects of generating wealth from business.
“Sam is extremely knowledgeable about the commercial and legal aspects of generating wealth from people’s greatest asset – their business.”
Sam took the time to understand our business and worked closely with us to create a contract that was easy for our clients to read and understand while providing us with the required level of legal protection.
“We worked with Sam from Roberts Legal to develop a service level contract for use with our clients. Sam took the time to understand our business and worked closely with us to create a contract that was easy for our clients to read and understand while providing us with the required level of legal protection. I would recommend Sam and the Roberts Legal team to anyone who is after a solicitor who will take the time to understand their needs and requirements or after a solicitor who can talk to them in plain English.”
Tristan Hough, Myrtec
I was very happy with the advice regarding insolvency issues for my company and options for my wife and I in relation to bankruptcy and alternatives.
“I was referred to Sam Roberts for advice due to the dire financial situation my wife and I found ourselves in as a result of the failure of our business and pressure from our Franchisor. I was very happy with the advice regarding insolvency issues for my company and options for my wife and I in relation to bankruptcy and alternatives. Sam was very professional and his advice was practical, clear and easy to understand. I was absolutely satisfied with the level of service and communication.”
Sam and his team were great in helping us set up our business.
“Sam and his team were great in helping us set up our business. They offered practical advice and were very responsive with answering questions and documentation.”
Sam’s asks the right questions to get the process under way in an incredibly efficient manner.
“Sam Roberts and the team at Roberts Legal are the most dynamic and professional law firm that I have worked with. Sam’s asks the right questions to get the process under way in an incredibly efficient manner and they keep you informed, every step of the way. No chasing up required, which is a rarity in professional service outfits. I wouldn’t hesitate to recommend them.”
Stuart Upward, The Right Person
Sam has proven to me he has an in depth knowledge of legal matters, is very approachable and discharges his responsibilities in a timely and professional manner.
“I have used the services of Roberts Legal and in particular Sam Roberts for both myself and for my clients, and continue to do so. Sam has proven to me he has an in depth knowledge of legal matters, is very approachable and discharges his responsibilities in a timely and professional manner.”
Erminio Adoranti, Accountant, Adoranti & Co
Sam and his team have been extremely professional, efficient and courteous.
“We have used Sam Roberts now on a number of occasions for various legal matters – including some very complex issues. On all occasions Sam and his team have been extremely professional, efficient and courteous.”
One of the biggest benefits of using Roberts Legal, as apposed to other firms, is that Sam and his staff are very contactable.
“Sam Roberts has assisted our Company in relation to a range of issues relating to a dispute…When I have a problem or need a legal answer it is important that I can get it quickly. One of the biggest benefits of using Roberts Legal, as apposed to other firms, is that Sam and his staff are very contactable.
We needed full finger on the pulse service and they delivered every time.
“I found the service and constant updates to be very personal, Sam and his team understood that during our tough time we needed full finger on the pulse service and they delivered every time. Since then we have used them on more than on occasion and can only commend them on their fast and friendly service.”
Andrew (Sid) Sinclair – Sid’s Automotive & Offroad
It is surprising to find a law firm that provides such clear and concise guides.
“It is surprising to find a law firm that provides such clear and concise guides to business succession planning and shareholders’ agreements. Having been through the exercise with a number of our accounting practice clients, it is good to have a tool that can be used to assist our clients in forming a clear picture of how they want their business to continue following an unexpected event and how they expect the various shareholders to interact with each other. The Business Succession Planning Guide and Term Sheets enable us provide a clear set of instructions to the team at Roberts Legal.”
Richard McArtney, Bentley Accountants Newcastle Pty Limited
Every co-owned business needs a succession plan and this is an easy and inexpensive way to begin to build one.”
“The business succession planning guide and term sheets (questionnaire) provided by Roberts Legal are useful resources for anyone in a co-owned business. It breaks down the issues in everyday language and allows the business owners to identify and resolve all of the important issues proactively before they become a problem. The simple questionnaire helps business owners to have the awkward conversations with their business partners in an objective way that creates certainty for all the owners. As a Chartered Accountant I often come across situations where a disagreement between co-owners leads to the demise of the business and it’s good to know I can refer my clients to the business succession planning guides provided by Roberts Legal to establish the rules of the game from the start to keep everyone moving in the same direction. Every co-owned business needs a succession plan and this is an easy and inexpensive way to begin to build one.”
Trevor Monaghan, Climax Business Strategies Chartered Accountants
I have used Roberts Legal on a number of different matters all of which have been awarded in my favour.
“Over the past several years I have used Roberts Legal on a number of different matters all of which have been awarded in my favour and I believe this is due to their diligence and their desire to represent their client to the best of their ability.”
We have already recommended Roberts Legal to other Franchisees with respect to their thoroughness and handling of our franchise renewal.
“We used Roberts Legal for advice in relation to the renewal of our Franchise Agreement. In the past our renewals have been daunting. The service was excellent. We were very confident in their ability to handle our matters. We have already recommended Roberts Legal to other Franchisees with respect to their thoroughness and handling of our franchise renewal.”
Allan & Lorraine Beeby, Donut King Glendale
Without you it would have been impossible to confront these multi-national corporate giants.
“Without you it would have been impossible to confront these multi-national corporate giants.”
Toby Player. Bodyboard King