Our corporate lawyers are experts in working with our clients to help them establish, grow and maintain their company’s interests and value. We specialise in providing companies, founders and shareholders corporate advice and assisting with implementing documentation and practices to ensure compliance with their corporate obligations.
The Legal Kitz team has a broad range of experience in advising on corporate transactions and disputes, risk and compliance issues and corporate governance.
Corporate law services
- Company set-up
- Advice for business structuring
- Insolvency and restructuring
- Mergers and acquisitions
- Advising on capital raising
- Convertible Note Deeds and SAFEs
- Loan Agreements
- Private mergers and acquisitions
- Advising on capital funds management
- Lending Agreements and the securities market
- Advising on corporate governance obligations
- Advising on and assisting with compliance with directors’ duties
- Advising on and enforcing shareholders rights
- Advising on strategic risks
- Bankruptcy and debt collection
- Security Sharing Agreements
- Advising on tax obligations
- Shareholder Agreements
- Company Constitutions
- Company secretarial documents
- Confidentiality Agreements
- Directors Deeds
- Employee Share and Option Schemes
- Term Sheets
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I have been working with these guys for years now. With lots of hard work and timely communication, they made sure they delivered the best to me. Highly recommended.
We are so relieved as our business is now confident we have every employment agreement and document in place that we need to manage our large team of employees.
JJ Ryan Consulting
We had some gaps in our legals and we were confused with what was and wasn’t a priority. Before finding Legal Kitz and Business Kitz we were having issues finding access to quality, thorough and easy to navigate legal advice that was also affordable for a start up/small business budget. Legal Kitz provided fantastic and easy to understand legal support for our business. Both teams have been incredibly helpful and friendly. They are now our ‘go to’ for business and legal support.
Agreements created by high-quality solicitors. They are comprehensive so you don’t have to worry about it, or engage expensive lawyers which we have done in the past. I was amazed by the quality of the documents and they are very consistent as well. Companies our size wouldn’t normally have the chance to access services like these.
Why Legal Kitz?
Our corporate lawyers have real-world commercial experience and deeply understand the potential legal pitfalls. This gives us the ability to help you navigate both legal issues and legal opportunities to get the best possible outcomes.
- Outstanding commercial experience
- Real clarity on costs
- Great communication with our clients
We pride ourselves on providing the best, most comprehensive employment law and policy advisory service.
We help give businesses security so they can make better decisions and grow on their own terms.
Commercial & Effective
As business owners ourselves we intrinsically understand the drivers and challenges of business.
Corporate Law Frequently Asked Questions
Does corporate governance apply to small businesses?
Corporate governance is the system by which companies are directed and controlled. It helps govern companies and ensures that directors are responsibly managing company operations. The purpose of corporate governance is to facilitate effective, entrepreneurial, and prudent management that can deliver the long-term success of the company.
Corporate governance can be applied to all different sizes of companies, including small companies. Having a good corporate business structure can help you ensure that the start-up of your business occurs without problems and reduces confusion about responsibilities. If you intend to grow your business, having established procedures and processes via an implemented corporate governance can ensure that your growth as a business occurs smoothly.
Whilst corporate governance is not mandatory for small businesses, there are a number of benefits associated with it. Corporate governance aids in delegating authority and responsibility, developing procedures and policies for small businesses, can help manage employees and ensuring accountability.
If you are considering corporate governance for your business, or you need help implementing corporate governance you should seek legal advice. Legal Kitz corporate lawyers can assist with ensuring that corporate governance is implemented effectively. We also offer self-service corporate governance template documents via our sister company, Business Kitz.
Does a shareholders agreement need to be registered?
In general, a shareholder’s agreement does not need to be registered, but it can be helpful if you are creating a register of shareholders. When creating your shareholders agreement, ensure it contains information such as the name, address, and shares held by each shareholder.
How to draft a shareholder’s agreement
The shareholders agreement governs shareholders and their relationship to one another and to your company. Therefore, if you have more than one shareholder, then you should have a shareholder’s agreement. To create an effective shareholder’s agreement, you must ensure that it covers the following terms:
- Management of the company
- Duties and obligations of directors and shareholders
- Shareholder involvement in the company
- The appointment and removal of directors
- Policies for distributing dividends
- Sales and transfers of shares
- Procedure of capital injections
- Exit strategies for founding shareholders
- The power to appoint a director to the company for major shareholders
- Liquidation preferences
- Restraints on existing shareholders
- Voting in meetings
- The type of shareholding
If you are considering entering a shareholder’s agreement, you should seek legal advice. At Legal Kitz we can assist you in drafting a shareholder’s agreement so that all the above-mentioned terms are included within the agreement.
What is transparency in corporate governance?
Transparency is a core principle and pillar of good corporate governance. Transparency demonstrates and enables accountability. Transparency in corporate governance looks like:
- stakeholders being informed about the company’s activities;
- being informed about the company’s activities;
- the company providing clear information to shareholders and other stakeholders;
- openness and willingness to disclose financial performance figures;
- disclosure of material in a timely and accurate manner, and more.
Transparency ensures that stakeholders can have confidence in the decision-making and management processes of the company. The Australia Corporative Governance Transparency Index tracks the transparency of corporations in Australia and measures the transparency index on 4 categories:
- Environmental and social (sustainability)
Transparency in corporate governance is an important part in holding your business accountable and creating a strong relationship with your stakeholders, investors, employees, and even the public. Corporate transparency helps promote good corporate practices and is a necessary part of a successful business.
Do confidentiality agreements expire?
Confidentiality agreements often require that information be kept secret for a certain period of time. Confidentiality agreements typically last around 3 years, however, they can expire depending on the parties’ agreement. Even after the confidentiality agreement expires there still may be an obligation of confidentiality.,
If you’re concerned about the terms of your confidentiality agreement or whether you need to maintain confidentiality after an agreement, Legal Kitz can provide you with advice that is tailored to your situation.
Confidentiality agreements often require that information be kept secret for a certain period of time. Confidentiality agreements typically last around 3 years, however they can expire depending on the parties’ agreement. Even after the confidentiality agreement expires there still may be an obligation of confidentiality.,
If you’re concerned about the terms of your confidentiality agreement or whether you need to maintain confidentiality after an agreement, Legal Kitz corporate lawyers can provide you with advice that is tailored to your situation.
How much is my trademark worth?
Trademarks themselves hold no intrinsic value and are tied to the business associated with the mark. This means that trademarks can have no real value however, as trademarks represent consumer recognition, they can be considered very valuable assets.
Legal Kitz corporate lawyers can assist you if you are considering trademarking your business.
How long do trademarks last in Australia?
A trademark is protected in all Australian states and territories for an initial period of 10 years. The official fee for the first 10 years is $400 paid to IP Australia. Trademarks can be renewed every 10 years for a fee. You can renew your trademark registration 12 months before the renewal date or up to 6 months after.
If you are having issues with registering your trademark, our Legal Kitz corporate lawyers can assist with ensuring that your concerns are heard and provide you with advice that is tailored to your situation.
How to oppose a trademark application
Protecting your business’ intellectual property is crucial to ensuring your business’ success. Opposing trademark applications can be an essential part of protecting your IP. In Australia, any interested third party can oppose the registration of a trademark. There are numerous grounds for opposing a trademark application set out in the Trade Marks Regulations 1995 (Cth). This includes that the trademark is:
- substantially identical or deceptively similar to another registered trademark
- used earlier by an opponent
- not owned by the applicant
- similar to a trademark which has acquired a reputation in Australia
- likely to deceive and cause confusion, and more.
Steps for opposing a trademark application:
- Filing notice of your intention to oppose and paying the relevant fee to IP Australia
- File a statement of grounds and particulars within one month of filing the notice of intention to oppose (no fee required)
- If the applicant decides to defend their application, they must file a notice of intention to defend with IP Australia. This must occur within one month of receiving the statement of grounds and particulars.
- IP Australia will inform the opposition of the defence notice which will trigger a 3-month window allowing for evidence in support of opposition to be filed – this evidence must support and establish the grounds for opposing the trademark. In response, the defendant will supply their evidence defending the trademark – at which point IP Australia will come to a decision.
This decision can be appealed; however, the litigation path should not be taken lightly. If you are looking to oppose, defend, or appeal a trademark application, you should seek legal advice. Our Legal Kitz corporate lawyers can assist with ensuring that your concerns are heard and provide you with advice that is tailored to your situation.
Why are mergers and acquisitions regulated?
The regulation of mergers and acquisitions stems from concerns that mergers inevitably eliminate competition between the merging companies. This is most acute where the participants are direct rivals, often due to the presumption that such arrangements are more likely to restrict output, increase prices and so on. In particular, the Australian Competition and Consumer Act 2010 (Cth) prohibits and regulates mergers and acquisitions that are likely to have the effect of substantially lessening competition in a market in Australia.
Mergers and acquisitions are also regulated to ensure that merger parties are abiding by the law and not engaging in prohibited business practices, such as gun-jumping. Gun-jumping refers to when merger parties begin to coordinate their activities or behave as one entity instead of competitors during the period before the merger or acquisition is completed. Gun jumping conduct typically impacts market sharing or price-fixing and can be declared monopolistic or anti-competitive conduct.
Mergers and acquisitions are regulated to ensure that all parties are engaging and behaving appropriately, and to protect competition in the market from being adversely affected. If you are in the process of actioning a merger or are concerned about related activities, you should seek legal advice. Our Legal Kitz corporate lawyers can assist you with ensuring that your merger is successful and lawful, and can provide you with advice that is tailored to your situation.
How to respond to a cease-and-desist trademark letter?
A cease-and-desist trademark letter can be an unsettling and daunting experience for businesses, especially if the letter seems to have come out of nowhere.
When it comes to responding to a cease-and-desist trademark letter it is essential that you don’t rush into anything and proceed carefully. The next step is to do your research, read over the letter and figure out what the claim is. It is important to determine whether there has simply been a misunderstanding or if there is a genuine legal issue. It is very crucial that you gather dated evidence if possible and information to support your case.
In most circumstances, it is best to seek legal advice to properly understand what has occurred. Legal Kitz can provide you with the assistance that is tailored to your situation.
There are 2 ways you can respond to a cease-and-desist letter:
- Comply with it
- Mount a defence
Your circumstances will determine how you should respond; however, compliance may be an easy option, especially if there are strong grounds for you to be sued. If you choose to mount a defence, it is in your best interests to seek legal advice. At Legal Kitz, we can determine what your best options are and how likely you are to succeed.
How to write a company constitution
A company constitution sets out the way the company is to be managed and prescribes the internal management structures and processes of the company, alongside the company’s relationship with its directors, shareholders, and officers.
You must have a constitution if you are a:
- ‘no liability’ public company; or
- ‘special purpose’ company.
The Corporations Act 2001 (Cth) (‘Corporations Act’) includes a set of ‘replaceable rules’. These rules govern how a company is managed and run, however, can be amended or replaced by writing a custom company constitution. Therefore, a company’s internal management can be governed either by the replaceable rules, a custom constitution, or a combination of both.
The first step in writing a company constitution is to consider the replaceable rules and decide what will work best for your company. Be sure to consider and include your rules regarding shares, directors’ meetings, directors’ powers and duties, company secretary, and loans to name a few.
When it comes to adopting your constitution, this can happen on or after the registration of your company. To do so, you need to pass a special resolution at a meeting. You must:
- Issue a notice. This gives notice of a special resolution and general meeting. A publicly listed company must give 28 days’ notice; all other companies must give at least 21 days’ notice. This notice should include the time, date, and place of the meeting, along with the general business you will discuss and the intention to pass the resolution.
- Hold the meeting. At the general meeting, the company must pass a special resolution to adopt the constitution. Here, at least 75% of the voting members of the company must vote in favour of the resolution for it to pass.
If your business is drafting a company constitution, you may seek legal advice. Legal Kitz corporate lawyers can assist with ensuring that your company constitution is drafted so that you may avoid potential disputes regarding the terminology of the constitution.
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