Business, Companies and Employment Law
This bundle includes guides from the following three publications.
Recent updates can be viewed on Obiter - our News & Updates site.
The Sale and Purchase of Business and Franchise publications seek to assist the practitioner to successfully navigate the complex process that is business conveyancing.
The commentaries set out the tax consequences of sale price apportionment and explain the tax treatment of stock, long service leave and other employee entitlements, the status of the premises and many other important issues.
The many precedents include the By Lawyers Uniform Contract for Sale of Business which covers all aspects of the transaction from pre-exchange vendor warranties and purchaser guarantees, by shareholders where applicable, to completion, the effective release of PPSR security interests, the transfer of business assets including copyright works, trade marks, supplier contracts and the ASIC requirements for the transfer of the business name. The contract also customises the competition restraints so they are enforceable, binds the key people and deals with confidential information and non?solicitation of staff and customers.
The comprehensive matter plan is an effective risk management tool, assisting practitioners to work though the matter ensuring the necessary steps of a typical matter are considered as required.
The Business Structures and the Comparative Table commentary usefully compares the various business structures. This is particularly useful when advising purchasers.
The Franchises commentary is a comprehensive manual on franchise agreements.
Recent updates can be viewed on Obiter - our News & Updates site.
Popular precedents in this publication include:
- By Lawyers Uniform Contract for Sale of Business
- Retainer instructions
- Library of 24 special conditions
- Library of 19 other contracts, licences and agreements
- Settlement adjustment sheet
- Client Enclosure - Summary of relevant considerations
2. Companies, Trusts, Partnerships and Superannuation
This valuable publication provides a simple guide to companies, trusts, partnerships, joint ventures and superannuation, with all commonly required documents, allowing you to advise and service your clients with confidence.
Superannuation is explained simply and comprehensively, and is accompanied by a full suite of precedents, including everything needed to set-up, run and amend a self managed superannuation fund.
The commentary provides a tax and succession planning overview sufficient for most circumstances found in general practice.
Some of the most popular precedents included in this publication:
- Comparative table of business structures
- Limited recourse borrowing documentation
- Company constitution
- Company resolution
- Shareholder agreement (long and short forms)
- Agreement for sale of shares
- SMSF trust deed and rules
- Binding death benefit nomination
- Unit trust
- Discretionary trust deed
- Hybrid trust
- Joint venture agreement
- Partnership agreement
- Put and Call option
- Charitable trust
This comprehensive and easy to follow guide provides a full overview of employment law, allowing you to confidently advise your clients on the operation of the system and their options.
All commonly required contracts, precedents and documentation are included.
The commentary includes:
- The differences between employees and contractors
- Performance Management and termination
- Redundancy
- Restraints of trade
Precedents include:
- Various employment agreements including individual, executive and casual
- Various non-employment agreements including contractor agreements and service agreements
- Various disciplinary related precedents including letter of warning to employee and letter of suspension
- Various unfair dismissal precedents – acting for employer and employee
- Deed of settlement – Redundancy
Guides in this publication
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“ Contents Overview3 ”
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“ Victoria A full commentary on the law and practice as it currently applies to the sale of a business/franchise. ”
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“ REFERENCE SERIES ”
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“ Subscribers to our Companies, Trusts, Partnerships and Superannuation product, and LEAP Office users, will be acquainted with the content written by Greg Vale, a By Lawyers author. Following the Bamford decision Greg circulated a letter to his clients, which is reproduced below for your ... ”
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“ Australian Competition and Consumer Commission Australian Securities and Investment Commission ”
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“ Companies, Trusts, Partnerships and Superannuation Personal Property Securities ”
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“ The variety of businesses that might be the subject of instructions on their sale is vast. The incidents of each sale vary enormously. To some the lease of the premises is vital to secure the retailing location, to others it is irrelevant. To some the agreements with suppliers are vital: with ... ”
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“ Taking good instructions When receiving instructions from the client, the use of the precedent Retainer Instructions is a very useful risk management tool. It prevents overlooking important issues and records instructions which cannot be contradicted later. ”
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“ There is an opportunity to save your clients money by structuring the sale of the business in the most tax advantageous manner. This opportunity arises because of the possibility of different rates of tax. The rates of tax payable differ depending on the nature of the asset – whether the asset is a ... ”
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“ Consideration of the tax payable by a vendor is an essential task that must be undertaken prior to the sale of any business assets. The planning may well result in the decision that the business should not be sold at all but rather the purchaser should be required to acquire the entity that owns ... ”
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“ GST property tool The usual position is that a business sale is the sale of a going concern. If it is not, then GST is payable and the purchaser becomes entitled to an input tax credit. ”
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“ The choice of business structure has a dramatic outcome on the ultimate tax payable on the sale of the business. See Business structures – Comparative table on the guide for more information. ”
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“ Section 52 Section 52 of the Estate Agents Act 1980 demands a disclosure statement when a small business is sold, similar to the compulsory disclosure on a sale of real property, or on the creation or transfer of a retail lease. The form of this statement is specified in the Estate Agents ... ”
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“ The essential difference between an agreement and a deed is that of consideration. An agreement must have consideration moving between the parties. It usually involves a promise made for a promise - for example, I will transfer ownership of this horse to you in return for payment of $1,000. ”
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“ Features Uses uniform terms and conditions, with all additions and variations are made in the transaction summary. ”
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“ Apportionment of the sale price It is important to structure the sale of business agreement with an apportionment of the sale price to the actual assets transferred. Namely, it is not only desirable to have an identification of the actual assets being conveyed but also it is important to have an ... ”
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“ Any motor vehicles, and any registered plant such as graders, bobcats and trucks, are best dealt with in a separate special condition with values attached. A special condition is in the library. Duty must be paid to VicRoads on transfer of vehicle registrations. VicRoads can question the value ... ”
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“ The transfer of a liquor licence can be quite complex. Probably the most sensible place to start is the Department of Justice or the Liquor Control Reform Act 1998. All of the relevant forms and fee information may be found at Consumer Affairs Victoria. It must be said that the convolutions of ... ”
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“ An internet service provider is a business organization that provides access to the internet including email and web site hosting. A web site is hosted on a computer system known as a web server. Each website has an IP address (internet protocol address), for example, 101.178.697.345. This is the ... ”
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“ The objective as always is to incur the minimum tax liability arising from the sale. The tax rates applicable to the proceeds of sale depend on whether the asset sold is a revenue asset or a capital asset. Revenue assets are generally stock, and plant and equipment. Any taxable gain is taxed at the ... ”
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“ When considering the various issues concerning transferring employees, it is important to recognise that where the vendor is a company and the directors worked in the business are will be employed by the purchaser, they will be treated as transferring employees with all of the same rights and ... ”
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“ Although business names are not strictly ‘intellectual property’ in the sense that trademarks are, it is clear that they can have substantial value, as in ‘Myer’, ‘McDonald’s’ and so on. Every business name must be registered with ASIC unless the proprietor is trading under their own name. For ... ”
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“ The transfer of a liquor licence can be quite complex. Probably the most sensible place to start is the Department of Justice or the Liquor Control Reform Act 1998. The relevant forms are found in the matter plan. Further information may be found at Consumer Affairs Victoria. It must be said that ... ”
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“ The purchaser will require the following relevant matters to be attended to. Adjustments ”
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“ Transfer registration of motor vehicles Transfer software licences and domain names ”
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