Business transactions can be complex. We assist our clients to identify and clearly explain the pitfalls and factors that need to be considered, and we document the transaction in a clear and effective manner. We listen to our clients and take the time to understand their business needs and what they want to do.
Our team of experienced lawyers provides legal services to corporations, businesses and individuals across a range of industries on the full range of commercial, corporate and business law matters.
Our services include:
We assist clients in all aspects of structuring - or restructuring - their business. We work closely with our clients and, where necessary, their financial and other professional advisors, to plan and implement a structure that meets their needs. This may be a partnership, corporation, unit trust, discretionary trust, franchise, joint venture or a combination of these. Refer to our Trusts and Companies section for more information.
Further, where you are in business with other people, it is important to consider business succession planning. Refer to our Business Succession Planning section for more information.
Business & Asset Sales
Whether you are buying or selling assets, a business, company shares or units in a trust, there is always a mountain of paperwork and many potential traps and pitfalls. We can assist you at this vital time to ensure your position is protected, whether you are buying or selling, with:
- Preparing and negotiating all the required contracts and documents, including business sale and purchase agreements, asset sale and purchase agreements, share sale and purchase agreements and unit sale and purchase agreements
- Reviewing the potential duty implications of the transaction
- Ensuring all relevant assets are transferred
- Attending to settlement, stamping and all registration formalities.
Business Succession Planning
Where you are in business with other people, it is important to consider business succession planning – that is, what might happen if one party dies or is disabled, or if changes need to be made to the business structure. A succession agreement is designed to avoid arguments and, as far as possible, to predict what may occur and deal with that possibility.
Our shareholder agreements, unitholder agreements, partnership agreements and business succession deeds deal with all aspects of these key issues, including:
- Related trusts and companies
- Payments to estates
- Valuation of business assets.
Our Commercial and Corporate team regularly advise clients on and prepare a wide variety of commercial agreements, including:
- Licence, Supply, Manufacturing and Distribution Agreements
- Trading Terms
- Applications for credit and privacy disclaimers.
Financial Services and Securities
We advise on and prepare:
- Loan agreements
- General Security Deeds
- Mortgage documents
We can also assist clients with credit and financial services licensing, particularly in relation to compliance and the required government approvals.
Directors’ Duties, Governance and Risk
Companies and associations and other corporate entities are subject to a range of requirements. Directors and senior management must ensure these responsibilities are met for their members and other stakeholders. Today more than ever before, good governance means good business.
We offer clients assistance with their governance issues, including:
- understanding the general risk, responsibilities and requirements of acting as a director
- appointment and removal of directors (including alternate directors)
- company constitutions and shareholder resolutions
- management of conflicts and treatment of minority shareholders
- meeting mandatory statutory requirements including holdings meetings, documentation of resolutions and associated lodgements
- advice on the Corporations Act and other legislation
- advice on the establishment and operation of companies and incorporated associations
- the need for risk management systems and well documented policies and procedures.
Franchising, Technology and Intellectual Property
Intellectual Property (IP) is often one of a client’s most valuable assets. Unfortunately, it is also often the most misunderstood and undervalued. When people think of IP they often think of ground-breaking inventions, ideas and innovative technological processes, but IP can protect other areas of businesses too.
Our lawyers work closely with clients to understand their business and to formulate strategies to protect and commercialise their IP. We have you covered if you:
- Have a trade secret or confidential information and want to protect it;
- Have designed a logo or use a trading name for your business and want to register it as a trade mark and commercialise it;
- Have designed a system, procedure or operations manual to more efficiently operate your business and want to franchise it;
- Want to enter into a franchise agreement for a new business
- Have designed a website or operate an online business and want to market it;
- Are concerned that a competitor is using a similar logo or trading name, and you want to know what you can do about it;
- Have already protected your IP and want to enforce it;
- Have received a cease and desist letter and want to defend it; or
- Are a start-up or established IT business and need guidance on the operation of it, including: terms of trade and service level agreements, licence and support agreements, and development and maintenance agreements.
Privacy and Credit Reporting
The Privacy Act 1984 (Cth) was amended in 2014 to provide significantly greater compliance requirements and require certain businesses to have compliant privacy policies in place.
Even though it is commonly assumed that only large banks or other financial institutions are affected by the changes, many smaller businesses, including those who aren’t financial institutions, are covered by the Privacy Act.
Any business which commonly retains client information should be aware of the changes as they have the potential to be a significant risk factor.
Pharmacy and Health Law
Pharmacy and health law is a specialist area at IRDI Legal.
We can assist pharmacists, doctors, dentists and other medical professionals with:
- Advice on the relevant legislation
- The structure of their business
- Service and management agreements
- For pharmacists, applications for approval from the Pharmaceutical Council of Western Australia.
Tax and Stamp Duty
Income tax and capital gains tax are significant issues for anybody operating, buying or selling a business.
We can assist clients in managing the tax impact by advising on:
- The most efficient structure for operating their business
- The issues to be considered when buying or selling a business
- The restructuring of their business structures
- The issues to be considered when making trust or company distributions
- Managing the relationship with the ATO including assisting with tax audits
- Whether or not they may be eligible to claim the R&D tax incentive.
Transfer duty is a significant factor in many property and business sales.
We assist clients to take advantage of potential transfer duty exemptions in relation to:
- Transferring property owned by a trustee to an eligible beneficiary
- Members transferring property into their self-managed superannuation funds (SMSF)
- SMSF trustee transferring property to members following retirement
- Property transfers associated with a change of trustee of a family trust or SMSF
- Family farm transfers
- Corporate restructuring
- Partnership acquisitions and joint venture arrangements.
All businesses require a standard set of trading terms which provide an understanding between a buyer and seller as to the payment method and period, delivery expenses and time and other terms that apply to the supply of any goods or services.
If you have a business that has not updated its terms and conditions in some time, has copied terms and conditions from a third party or does not have terms and conditions at all, you should seriously consider updating your trading terms.
The Australian Consumer Law imposes significant penalties for non compliance, not to mention the brand damage that could be done for any negative publicity.
Our experienced team are aware of the latest developments in the Australian Consumer Law and can prepare compliant trading terms for your business.
Trusts and Companies
Integral to any business or investment vehicle is the entity you choose to use.
We will work closely with you or your accountant to establish a structure best suited to your needs, including:
- Discretionary Trust Instruction Form View Form
- Unit Trust Instruction Form View Form
- Shelf Company Instruction Form Download PDF
We regularly advise clients on all areas of trusts law. This includes dealing with the construction of trust deeds, variations of trust deeds, and removing and appointing new trustees, appointors and guardians.