Shareholder meetings at Australian private companies

By Vivian Michael | Shares

Photo by rawpixel on Unsplash  So here’s what you need to know about how shareholders (aka members) are able to participate in meetings and their meeting rights.   Our focus in this article is unlisted companies. Let’s begin.Directors may call meetingsThere’s a replaceable rule that says directors may call shareholder meetings – it’s in section 249C of the Corporations Act.  And as […]

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Does your Australian company need to hold directors meetings to pass resolutions?

By Vivian Michael | Director

Photo by Campaign Creators on UnsplashYou are likely juggling many important tasks as a business owner, so, you may be wondering if you may avoid meetings such as meetings to pass resolutions. The Corporations Act 2001 (Cth) regulates companies in Australia, and we are going  to cover what it says.  First, if you are both a sole director and sole shareholder, you […]

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What goes into the shareholder register of your Australian company?

By Vivian Michael | Shares

Photo by rawpixel on UnsplashFirst, what exactly is a register? A register is a record of certain company information that must be kept because it’s a Corporations Act 2001.  Also, below I will use the term ‘shareholder’ because it’s more familiar than ‘member’.  Finally, I will only be covering companies with under 50 shareholders and companies that are not on the […]

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Business structures in Australia

By Vivian Michael | Business Structures

Photo by Laura Cros on UnsplashEver wondered which business structures are popular in Australia? and how they work? (and no, I am not talking about the physical structures you can see in the picture above!).  There are 4 main business structures in Australia, these are 1) sole trader 2) company 3) partnership and 4) trust. Below I’ll give you a […]

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The difference between legal information and legal advice

By Vivian Michael | Startup , Startup Contracts

Photo by rawpixel on UnsplashSo you’ve probably seen a few disclaimers that read like this ‘legal information, not a substitute for legal advice’. We use a disclaimer like this ourselves on our downloads. This post will help you know the difference between legal information and advice and the importance of the difference.Legal informationLegal information is generic. It explains a […]

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How to prioritise your legal and accounting work for your startup

By Vivian Michael | Startup Contracts

Photo by Glenn Carstens-Peters on UnsplashYou aren’t alone. A feeling of overwhelm when you are first starting up your business is common.   Read on for some ideas to help you prioritise and launch smoothly. Accountant or lawyer first?Either an accountant or lawyer can help you with initial advice about your business structure. In fact, either an accountant or lawyer can help […]

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A lawyer’s tips for DIY Australian company registration

By Vivian Michael | Startup Contracts

Photo by Brooke Cagle on UnsplashIf you are considering a DIY Australian company registration, read on for some useful tips.You need to be aware of some important things before you register your Australian company, regardless of whether you use the Australian government portal or an online provider.Legal entity You are creating a legal entity.This means, your company can sue […]

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Why I love the mediation clause, why you should too & a sample mediation clause for your use

By Vivian Michael | Startup Contracts

​Photo by Kyle Loftus on UnsplashI love the mediation clause Why? Because it  can save you time and money if there’s a dispute.  For this reason, to me and many others, the mediation clause makes sense.  Basically, you agree upfront to mediate upfront with your business partner/stakeholder or whoever in an agreement, and instead of going to court, and you work things […]

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When courts in Australia help oppressed shareholders

By Vivian Michael | Shares

Photo credit:  Alexandra Marcu, Unsplash Oppressed shareholders need to know they have options. They can communicate with the company’s board, meditate or go to court.  In this article, I’ll take you through real-life cases to give you an idea of when courts in Australia help oppressed shareholders.  And, shareholders are able to bring an action against an oppressive […]

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When your Australian startup needs to prepare financial reports

By Vivian Michael | Financial Reports

Photo credit:  Raw Pixel, Unsplash Per the Corporation Act’s small business guide, your startup’s accounting requirements depend on whether your company is classified as small or large.  Also, your company’s classification can change from one financial year. What is a small company?So, a company is classified as small for a financial year if it satisfies at least 2 […]

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Directors duty to disclose a personal interest

By Vivian Michael | Director

Photo credit:  Warren Wong, Unsplash Director’s have a duty to disclose a material personal interest. Now, it’s important to know about this duty because a breach is a strict liability offence.  So, strict liability means intent is not necessary. A breach is a breach.  Below, I will take you through what the duty to disclose means for directors in […]

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The legal powers of an Australian company

By Vivian Michael | Director

Photo credit:  Raw Pixel, Unsplash  Your company has legal powers both inside and outside Australia.  So below we’ll walk through powers and internal rules for an Australian company. Company powersCompany powers are found in section 124 of the Corporations Act 2001 (Cth) and below is a list of those powers:issue and cancel shares and issue debentures;grant options […]

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What is a subsidiary?

By Vivian Michael | Director

Photo credit:  Thomas Drouault, UnsplashA subsidiary (body corporate) is an enterprise that’s controlled by another controlling enterprise (another body corporate) in one of the ways below. The controlling enterprise of the subsidiary either:controls the composition of the subsidiary’s board; ORis able to cast 50% or more of votes at the subsidiary’s general meeting; orholds more than […]

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Director’s insurance – do I need it?

By Vivian Michael | Director

Photo credit:  Guy Stevens, UnsplashDirectors and officers insurance can help you manage risk, whatever your business. It’s a good idea to discuss insurance decisions with any cofounders and advisors.  While some businesses may decide to opt in, for other businesses, if it’s a contract requirement, they may not have a choice. For example, some shareholder agreements  have a […]

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The good faith duty of a director

By Vivian Michael | Director

Photo credit:  Raw Pixel, UnsplashDirectors have a duty of good faith. In fact, civil and criminal penalties may apply for a breach of good faith. Below is a break down of the good faith duty to help you better understand this director duty and avoid legal trouble.  Now, when you see the word director, you can also think […]

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Care and diligence of a director

By Vivian Michael | Director

Photo credit: Hannah Olinger, UnsplashCare and diligence is a requirement for directors per section 180 of the Corporations Act 2001 (Cth). And this section also applies to agents acting on behalf of directors. Why is the duty of care and diligence important for directors? Because there are legal consequences if directors don’t exercise care and diligence.  First, let’s start […]

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Requests for flexible working arrangements

By Vivian Michael | Employment

Photo credit: Dai KE, UnsplashSection 65 of the Fair Work Act 2009 (Cth) allows employees to request a change in their working conditions like hours and location or working part-time. Example circumstances Employee’s may request flexible working arrangements if they employee is:the parent or has responsibility for a child of school age ​a carer has a disabilityis 55 or […]

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How to cash out annual leave in Australia

By Vivian Michael | Employment

Photo credit: Raw Pixel, UnsplashCashing out annual leave simply means that instead of taking the annual leave, you are paid it. Now, annual leave cash outs are possible either because of terms included in a modern award or enterprise agreement OR a written agreement between an employer and award or agreement free employee per section 94(1) of […]

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Genuine redundancy meaning & payments

By Vivian Michael | Employment

Photo credit: Alex Knight, UnsplashBelow is a simple guide to genuine redundancy. A redundancy is genuine if you no longer need a position because of business changes and there has been consultation with the employee per any award or enterprise agreement that applies. And, it won’t be a case of genuine redundancy if redeployment was an unexplored option […]

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How to use Awards for your Australian business

By Vivian Michael | Employment

Photo credit: Sridhar Gupta, UnsplashHow to use Awards for your Australian businessSo what is an Australian Award and how can you use one for your Australian business? Let’s start with the Award definition below.Award definitionAn Award states the minimum terms and conditions for employees in an industry. There are currently 122 Awards in Australia. And it’s good […]

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Annual leave tips for workers at your startup

By Vivian Michael | Employment

Australian National Employment Standards allow annual leave for your workers. In this article, I explain these entitlements. Understanding employee entitlements can save you headaches when you hire workers. So here’s what you need to know about annual leave for your workers. 1. Australian employee annual leave entitlementsFirstly, for each year of service at your startup, your employees are […]

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Deed of Accession Guide

By Vivian Michael | Shares

A startup’s guide to the deed of accessionSo what exactly is a deed of accession ? In short, it’s a legal document that binds someone to an existing agreement.  For this purpose of this post, we are referring to a deed of accession that binds a new shareholder to an existing shareholder agreement.  And why have […]

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The startup’s share sale agreement guide

By Vivian Michael | Shares

How to use a share sale agreementA share sale agreement outlines sale terms between a share seller and buyer. And, a share sale agreement is not to be mistaken for a shareholder agreement because they have 2 different roles.  This difference means it’s not ideal to replace a share sale agreement with a shareholder agreement. So what exactly […]

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Shareholder agreements: a simple guide for startups

By Vivian Michael | Shares

Answers to common questions about shareholder agreementsThis article tackles some of the common questions about shareholder agreements asked by startups launching in Australia. So what is a shareholder agreement ?Simply, a shareholder agreement set out the rights and responsibilities of shareholders.  Importantly, a shareholder agreement is not the same as a share sale agreement.  A share sale […]

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Transfer of business & employee contracts: how to manage employee contracts before and after buying a business

By Vivian Michael | Employment , Startup Contracts

What to know about employee contracts after you buy a businessIf you are thinking about buying a business with existing employees, here are some useful tips to help you.  First, you should check the employee contracts.1. Pre-purchase check of employment contracts Before you buy a business, you can check the key terms of any written employee contracts.  So […]

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Top 5 deed of settlement tips: how you can protect your startup when you are asked to sign a deed of settlement

By Vivian Michael | Startup Contracts

Top 5 deed of settlement tipsThe end of a business relationship can be stressful but you can navigate a settlement better if you are armed with some useful information.  A deed of settlement sets out how a dispute will be resolved. Also, a deed can prevent others from taking legal action in certain situations, like when an […]

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The difference between a client agreement and terms and conditions and when you should use each at your startup

By Vivian Michael | Startup Contracts

What you need to know about client agreements and terms and conditions  Terms and conditions and client agreements both have an important place in your startup.  Knowing when to use each can help you can set clear expectations for your customers when they work with you.So, terms and conditions – what are they?Your terms and […]

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How to use an employment agreement

By Vivian Michael | Employment

We cover the best times to use an employment agreement.While an employment agreement can be verbal, written or a mix of the two,  it is a good idea to have a written employment agreement to set clear expectations early on and minimise disputes. The beginning of the employment relationship is when you would typically expect to […]

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How to use a privacy policy at your startup

By Vivian Michael | Startup Contracts

A privacy policy outlines how your  will collect and use information about your customers.1. Does a small business need a privacy policy?The Privacy Act covers some small businesses with a turnover of $3 million or less and includes:private sector health service providers. Organisations providing a health service including traditional health service providers, naturopaths and chiropractor, […]

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4 things to know before you accept an Australian director position

By Vivian Michael | Business Structures , Startup

What does it mean to be a company director? we’ll take you through what should know about the key duties before you accept a director position. A company is operated by directors and secretaries. Both have obligations under Australian legislation.  Limited liability, the ability to allocate shares to investors and a favourable tax regime are all perks […]

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How to use a founders agreement at your startup

By Vivian Michael | Startup , Startup Contracts

Your founders agreement describes how you and other founders will work together to launch and grow your startup. So what’s the benefit of a founder’s agreement ? For one, you can set clear expectations and minimise disputes. We’ll go through some other’s too. Why should I choose a founders agreement over an employment agreement ?Firstly, unlike an employment agreement, all […]

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