Corporate and Commercial Transactions
1.1 Asset Protection and Trust Deeds Asset protection is taking the necessary steps to preserve your assets before anything can put them in jeopardy. First you need to identify the main sources of risk which involves a degree of professional planning, then either to reduce or eliminate that risk so that the assets are out of harm’s way. The general principle behind asset protection is to avoid these assets being used to meet claims by creditors, trustees in bankruptcy or even spouses in Family Law property disputes. Claims cannot be made on assets which are not in your personal name or control and over which you have no legal or equitable rights. For example, assets that are not owned by you personally but by separate legal entities (such as a company, unit trusts, discretionary trusts and superannuation funds) may be protected from claims by third parties provided appropriate legal steps have been taken. These are established using the legal tool of a trust deed. NB: There are several exclusions to this principle so it is important to obtain professional legal advice prior to proceeding. If you would like a free consultation to discuss your current asset structure, please complete the member details and one of our consultants will be in touch to arrange an appointment.
1.2 Business Structure and Taxation Advice Whether you are setting up a business or have been established for some time, you need a workable business structure and good tax planning. There is often more than one structure that will work for your business and with so many different tax rules and commercial considerations, it is important that you receive the right advice about the best structure for your business.
In recommending an appropriate business structure, we also look at other factors such as asset protection, your plans for future personal and business growth, and business succession planning. By using a basic structure, which can be expanded with ease and cost efficiency, we build value for your business in the thousands.
1.3 Corporate Governance and ASIC Compliance Corporate governance is the system by which companies are monitored, directed and controlled. The governance varies depending on the structure of the business which broadly falls into one or two main classifications:
Consolidated Lawyers can assist you with all your corporate governance requirements regardless of whether you are a listed company or have aspirations of listing. We provide clear and proactive advice to any officer or member of a company including directors, shareholders, chairpersons, secretary, executive officer or employee. There is a myriad of legislation and regulatory bodies which apply to different corporate classifications including the Australian Prudential Regulation Authority (APRA), Australian Stock Exchange (ASX), Australian Securities and Investments Commission (ASIC) and the Corporations Act 2001. We held you around the complexities of corporate governance and ASIC compliance. Our Principal, Mr Bechara Shamieh is a member of the Australian Institute of Company Directors and sits on the Board of Wise-Owl.com, which has been rated by the financial press as one of the leading investment firms in Australia. Mr Shamieh is available by invitation to sit on your board (private or public). His knowledge and business experience would be invaluable in your organisation.
1.4 Business and Succession Planning To avoid the common problems associated with the retirement, bankruptcy or death of owners and partners of businesses, all businesses need succession planning. At Consolidated Lawyers, we take account of individual business circumstances to provide you with the right advice. We consider things like estate planning, taxation and asset protection. We have developed precedents to help you put together succession plans including partnership agreements, testamentary trusts and other entities discussed in the section ‘Business Structure and Taxation Advice’. [Active Button] Furthermore, our panel of consultants can assist you with matters such as income protection and life assurance which are crucial to sustaining the perpetuity and value of your business. To circumvent the need for unnecessary litigation arising from potential business deadlocks and conflict, make an appointment with one of our lawyers.
1.5 Corporate Recovery and Insolvency We specialise in assisting small and medium business enterprises, companies and franchisors. We design client and debtor relationships which minimise risk and exposure and, if necessary, we help recover unpaid debts. In conjunction with professional associates, we assist in the legal and economic means of restructuring, avoiding insolvency and managing trade creditors and debtors. On the other hand, if you are contemplating suing a company to recover a debt or serving a statutory demand upon a company to ground a wind up (liquidation) application, then we are here to help. We recommend early legal advice in these circumstances.
At Consolidated Lawyers our lawyers are experienced in the art of drafting and interpreting legal documents. Using our skills and experience, we have created a bank of special precedents which we can tailor in accordance with your specific requirements for each matter. We believe that legal documents should be drafted in plain English and be as simple as the needs of each agreement will allow. To this end we have refined our standard agreements and undertake a number of drafts for specific documents to ensure they are free of any superfluous words and read as unambiguously as possible. We advise all our clients to consult with us before entering into any legal relationship to ensure the agreement has been properly documented, your rights and aims are met and that you are aware of any adverse legal consequences.
1.7 Commercial and Retail Leases Consolidated Lawyers is experienced in the proper preparation of leases and provides comprehensive advice. As an added service we offer to take on your lease negotiations (see Negotiations) [Hot Point] which can result in significantly more favourable lease terms and save thousands of dollars. We only charge professional fees if we are successful in negotiating more favourable terms and reduce the cost to you.
1.8 Sale and Purchase of Businesses and Commercial Properties At Consolidated Lawyers we have an experienced team of conveyancing consultants and lawyers to protect your rights and ensure the smooth completion of contracts. Our lawyers are experienced property litigators who can advise and proactively resolve any disputes or problems that may arise. As with each of the legal services for our commercial clients, we can also assist in negotiating the best terms for our clients (see Negotiations).
1.9 Franchise and Licence Agreements We represent either the Franchisor or Franchisee. To assist in setting up the franchise structure/system, we have drawn commercial agreements and disclosure documents which are precise and practical. For the Franchisor, we assist in:
For the Franchisee, we assist in:
Obtaining a liquor licence under the New South Wales Liquor Act 1982 involves filing a suite of comprehensive documents and Affidavits in the New South Wales Liquor Licensing Court, the interested individuals and companies in the licence being subject to extensive probity inquiries and scrutiny by the Liquor Administration Board investigation and review officers as well as one or several court appearances at the end of the process. Our best advice to people in your situation is to allow three months to obtain a liquor licence and instruct us early! You will receive the benefit of comprehensive advice in the following areas:
Because of the multiple levels of compliance, we are able to assist with a checklist and liaison with Councils, private certifiers, police and even community or commercial objectors to your liquor applications. At Consolidated Lawyers, we pride ourselves on the early full preparation of our client’s liquor applications to avoid or minimise unnecessary adjournments of the court application. Many clients are pleased that even at the first return date of their application, their licence can be granted and trading can begin.
1.11 Loan Agreements (Personal, Securitisation and Charges & Caveats)
Our lawyers can assist in all aspects of acquisition or merger from negotiation through to compliance. We provide a premium service without the premium price. At Consolidated Lawyers we also have an alliance of commercial advisors who can assist you in the decision process and settlement of such transactions.
1.13 Vacation of Liquidation and Annulling Bankruptcy Sometimes a company is placed into liquidator or a person operating a business is placed into bankruptcy by a creditor due to inadvertence by the debtor company or individual business person. The creditor claims that this is on the grounds of company inability to pay a debt as when they fall due (company insolvency) or by the individual business being unable to pay its debts similarly, as and when they fall due (personal insolvency). Often an unexpected winding up of a company or bankruptcy of an individual is brought about by a creditor such as a Workers’ Compensation Insurer, the Australian Taxation Officer for the New South Wales Office of State Revenue, for example, for unpaid payroll tax. The immediate effect on a business is disastrous and urgent action is necessary to set the record right if your business whether a company or individual structure is in fact solvent. At Consolidated Lawyers, the Principal and a number of our Senior Lawyers are very experienced at helping client’s extricate themselves out of this position by making a proper application to court, negotiating with company liquidators, trustees in bankruptcy and accessing expert independent solvency accountants from a panel of referees we have developed over many years. On your instructions, we engage the services of Barristers expert in application in the Supreme and Federal Courts to protect your business re-establish its position and ability to carry on. Applications under section 482 of the Corporations Act 2004 (Cth) or to annul the bankruptcy of an individual trader under the Bankruptcy Act 1966 (Cth) require proper explanation to the satisfaction of a court as to reasons for delay and inadvertence in attending to creditors when they made Statutory Demands or served Bankruptcy Notices as well as systematically demonstrating solvency in all areas of business. Consolidated Lawyers has developed extensive strategies to minimise the costs exposure of making these applications which could otherwise further debilitate your business as well as a comprehensive business plan to address all areas of demonstrating solvency in a timely manner. You can contact us for an initial consultation to discuss your current circumstances, how they have arisen and your prospects of a successful application to reinstate your company or annul a personal bankruptcy.
1.14 Foreign Companies Registering in Australia (ARBN) If you have a company that is incorporated overseas and you wish to expand your business into Australia, Consolidated Lawyers Principal and Senior Lawyers are more than happy to assist. We guide our clients through the paperwork required to document your business and establish Australian operations, whether as an Australian registered body, that is a foreign company registered to carry on business in Australia or to setup a subsidiary company in Australia. Even if your company is incorporated in a non-English speaking country from Europe or Asia, Consolidated Lawyers Team of Expert Staff can guide you through the process of obtaining necessary translations and the services of a Notary Public for the necessary documentation. Once we have drawn all the paperwork for you for filing with the Australian Securities and Investments Commission (ASIC), clients are presently surprised that in most instances you can obtain your ARBN the same day of lodgement or within a few business days. We do many of these transactions each year and those foreign countries we assist and their directors and personnel have become long-term friends and repeat clients over many years so happy are they with the co-ordination and efficient communication they enjoy in the setup process. You also have the benefit of our consultation services for business immigration for professional seeking Visa entry on a temporary, permanent or professional basis as well as company sponsored entry of key personnel. We can obtain considerable savings for you where there are a number of applications at once. We consult with a number of accountants who are pleased to act at your “foreign office in Australia” for lodgement of ASIC Financial Returns, Australian Taxation Compliance including obtaining an Australian Business Number which is necessary in order to trade and to be the place to receive service of legal process. They can also assist with complex areas of international tax compliance and minimisation of taxation liability. We look forward to helping you setup your Australian company operations and can do so for a fixed fee basis so that you know the costs at the end of the process before you even begin.
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