We provide guidance to family businesses and small to medium enterprises (SME's). Most of our work addresses the following concerns:

  • Business Structuring,

  • Company Secretary/ Regulatory Compliance,

  • Shareholder and/or Partnership Agreements,

  • Risk Management Strategies,

  • Restructuring and Insolvency,

  • Buying & Selling Businesses, Assets or Shares,

  • Intellectual Property,

  • Contracts, Agreements,

  • Commercial Disputes,

  • Consumer Claims, 

  • Employment & Contractor Considerations,

  • Family related issues, succession planning and estate disputes.

Company Secretarial: Legal Housekeeping

If your business operates through a company structure, regardless of its size, you are required to maintain records mandated by the Corporations Act 2001 (Cth) and regulated by the Australian Securities and Investments Commission (ASIC).  Failure to comply can lead to fines and may also result in prosecution. It is essential that business owners are aware of their legal obligations. If your business operates within a company structure, your secretarial documents must be kept current.  

 

Important documents include:

  • register of shareholders and option holders,

  • share certificates evidencing shareholdings,

  • application forms when investors subscribe for shares,

  • transfer forms when shares are bought and sold,

  • board resolutions approving all issues and transfer of shares and other key decisions of the company,

  • consents to act as directors,

  • company constitution; and

  • power of attorney documents authorising key staff members to sign documents on behalf of the company.

Statutory Compliance

All businesses are required to comply with provisions under Australia's statutory regime. We strongly recommend that you ensure that you comply with your obligations regarding:

  • Workers' Compensation Insurance,

  • Superannuation Guarantee Contributions, 

  • Goods & Services Tax (GST),

  • Pay as You Go (PAYG) withholding tax.

Director Penalty Notices

If you are a Company Director you can be held personally liable for payment of outstanding PAYG and/or Superannuation tax debts payable by the company. The ATO can issue you with a demand for payment in the form of a Director Penalty Notice (DPN). This is a serious situation requiring immediate action on your part within 21 days of the date of the Notice. Failure to pay may result in the ATO comencing recovery action against you.

 

If you are in receipt of a Director penalty notice, we strongly recommend that you seek professional advice immediately.

Employment Agreements

It is important to maintain a set of employment and contractor agreements, as well as  a formal Company Handbook detailing your company's policies and procedures. These should be in place prior to commencing negotiations with potential new hires.

 

Prudent employers will contain reference to their Company Handbook in all employment and contractor agreements. Confidentiality Agreements where appropriate as well as reasonable non-compete and non-solicitation provisions are extremely important.

Website Terms of Use & Privacy Policy

The Privacy Act 1988 mandates that businesses operating in Australia with annual turnover of $3 million or more include a website Privacy Policy on their website. 

 

Regardless of your size however, visitors to your website asked to provide their personal information will expect to view your company policy detailing how such information will be handled.

 

Furthermore, the European Union (EU) General Data Protection Regulations (GDPR) applies to all organisations holding the personal information of EU residents, regardless of whether they are geographically located within or outside the EU.

A website Terms of Use setting out the rules of engagement for visitors to your website, including reference to prohibited conduct is considered to be an integral part of your business.  Your Terms of Use should reflect the nature of your business and include disclaimers and limitations of liability to protect your interests in case of unforeseen circumstances contrary to your interests.

Intellectual Property Considerations

Your company's trademarks and copyrighted material such as manuals, technical specifications or drawings or software codings is often closely aligned with the ultimate value of the company itself. 

 

Consideration should be given to protecting both your intellectual property as well as details of key clients and other business associations.

Our initial consultation is at no charge to you. Call us today.

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BAXTER WARNE LEGAL

Level 33, Australia Square

264 George Street

Sydney NSW 2000

AUSTRALIA

T: +612 8006 7396

E: deborah@baxterwarnelegal.com

www.baxterwarnelegal.com

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